JONES INTERCABLE INC, 8-K, 1995-06-07

JONES INTERCABLE INC
8-K, 1995-06-07
CABLE & OTHER PAY TELEVISION SERVICES

Previous: GOLD KIST INC, 424B3, 1995-06-07

Next: LORD ABBETT DEVELOPING GROWTH FUND INC /NEW/, 497, 1995-06-07

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

Date of Report (Date of earliest event reported): May 31, 1995

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

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

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

<PAGE> 2

Item 5. Other Events

On May 31, 1995, Jones Intercable, Inc., a Colorado corporation
("Intercable") entered into an Asset Purchase Agreement with Benchmark/Manassas
Cable Fund Limited Partnership ("Benchmark/Manassas"), providing for the
purchase by Intercable from Benchmark/Manassas of a cable television system
serving the communities of Manassas and Haymarket, Virginia and certain
portions of Prince William County, Virginia (the "Benchmark/Mansassas System").
The purchase price for the Benchmark/Manassas System is $59,000,000, subject to
certain closing adjustments provided by the agreement. Closing of the purchase
of the Benchmark/Manassas System is subject to a number of conditions,
including the approval by the appropriate governmental authorities to the
transfer to Intercable of the necessary franchises, licenses, permits and
authorizations and the required filing, if any, under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and any amendments thereto. Intercable will
pay Jones Financial Group, Ltd. ("Financial Group"), an affiliate of
Intercable, a fee for acting as its financial advisor in connection with the
acquisition of the Benchmark/Manassas System. The transaction is expected to
close during 1995. The Benchmark/Manassas System has approximately 560 miles
of cable plant passing approximately 31,800 residential units. As of May 31,
1995, the Benchmark/Manassas System had approximately 20,450 basic equivalent
subscribers.

Also on May 31, 1995, Intercable entered into an Asset Purchase
Agreement with Cablevision of Manassas Park, Inc. ("Cablevision of Manassas
Park"), providing for the purchase by Intercable from Cablevision of Manassas
Park of a cable television system serving the community of Manassas Park,
Virginia and certain portions of Prince William County, Virginia (the "Manassas
Park System"). The purchase price for the Manassas Park System is $12,100,000,
subject to certain closing adjustments provided by the agreement. Closing of
the purchase of the Manassas Park System is subject to a number of conditions,
including the approval by the appropriate governmental authorities to the
transfer to Intercable of the necessary franchises, licenses, permits and
authorizations and the required filing, if any, under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and any amendments thereto. Intercable will
pay Financial Group a fee for acting as its financial advisor in connection
with the acquisition of the Manassas Park System. The transaction is expected
to close during 1995, simultaneously with the closing of the purchase by
Intercable of the Benchmark/Manassas System. The Manassas Park System has
approximately 170 miles of cable plant passing approximately 7,160 residential

<PAGE> 3

units. As of May 31, 1995, the Manassas Park System had approximately 5,000
basic equivalent subscribers.

Item 7. Financial Statements and Exhibits

a. Asset Purchase Agreement dated May 31, 1995 between
Benchmark/Manassas Cable Fund Limited Partnership and Jones Intercable, Inc.

b. Asset Purchase Agreement dated May 31, 1995 between
Cablevision of Manassas Park, Inc. and Jones Intercable, Inc.

<PAGE> 4

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: June 7, 1995 By: /s/ Elizabeth M. Steele
-----------------------------
Elizabeth M. Steele
Vice President

<PAGE> 5

EXHIBIT INDEX

<TABLE>
<S> <C>
2.1 Asset Purchase Agreement dated May 31, 1995 between Benchmark/Manassas Cable
Fund Limited Partnership and Jones Intercable, Inc.

2.2 Asset Purchase Agreement dated May 31, 1995 between Cablevision of Manassas
Park, Inc. and Jones Intercable, Inc.
</TABLE>

<PAGE> 1
ASSET PURCHASE AGREEMENT

BETWEEN

BENCHMARK/MANASSAS CABLE FUND
LIMITED PARTNERSHIP

AND

JONES INTERCABLE, INC.

DATED

MAY 31, 1995

Exhibit 2.1
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Purchase and Sale of the Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1 Agreement to Purchase and Sell . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5 Subscriber Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.6 Current Items Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.7 Subscriber Adjustment and Current Items Amount Calculated . . . . . . . . . . . 11
2.8 Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3. Seller's Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.3 System Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.4 No Other Operators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.5 Title and Condition of Personal Property . . . . . . . . . . . . . . . . . . . . 13
3.6 Franchises, Licenses, and Contracts . . . . . . . . . . . . . . . . . . . . . . 14
3.7 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.9 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.11 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.12 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.13 Compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . 17
3.14 Environmental Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . 20
3.15 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.16 Non-Infringement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.17 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.18 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.19 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.20 Accuracy of Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.21 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.22 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . 23
4. Buyer's Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.5 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>
<PAGE> 3

<TABLE>
<S> <C> <C>
5. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.1 Seller's Pre-Closing Obligations . . . . . . . . . . . . . . . . . . . . . . . . 24
5.2 Engineering Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.3 Employees of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.4 Forms 394 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.5 HSR Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.6 Billing Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.7 Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.8 Programming Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.9 Current Proceedings and Post-Closing Rate Proceedings . . . . . . . . . . . . . 29
6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.1 Conditions Precedent to Buyer's Obligations . . . . . . . . . . . . . . . . . . 30
6.2 Conditions Precedent To Seller's Obligations . . . . . . . . . . . . . . . . . . 32
7. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.1 Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.2 Adjustments for Extended Outside Closing Date . . . . . . . . . . . . . . . . . 34
7.3 Seller's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.4 Buyer's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.1 Termination Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9. Survival of Representations and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.1 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . 37
9.2 Seller's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.3 Buyer's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.4 Procedure for Indemnified Third Party Claim . . . . . . . . . . . . . . . . . . 39
9.5 Determination of Indemnification Amounts . . . . . . . . . . . . . . . . . . . . 39
9.6 Indemnity Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10. Confidentiality and Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10.2 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
11. Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12. Casualty Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.3 Assignment; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.6 Collection of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.7 Entire Agreement; Amendments; and Waivers . . . . . . . . . . . . . . . . . . . 44
</TABLE>

-ii-
<PAGE> 4

<TABLE>
<S> <C> <C>
13.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.10 Schedules and Exhibits; Headings . . . . . . . . . . . . . . . . . . . . . . . . 45
13.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.12 Third Parties; Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.13 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.14 Allocation of the Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

EXHIBITS TO THE AGREEMENT
Exhibit A-1 Form of Noncompetition Agreement
Exhibit A-2 Form of Noncompetition Agreement for C. Philip Rainwater
Exhibit B Form of Indemnity Escrow Agreement
Exhibit C Form of Franchise Transfer Consent
Exhibit D Form of Third Party Consent
Exhibit E Form of Bill of Sale
Exhibit F Form of Opinion of Seller's Counsel
Exhibit G Form of Assignment and Assumption Agreement
Exhibit H Opinion of Buyer's Counsel

SCHEDULES TO THE AGREEMENT
Schedule 3.3 System Information
Schedule 3.4 Other Operators
Schedule 3.5 Personal Property
Schedule 3.6 Franchises, Licenses and Contracts
Schedule 3.7 Conflicts
Schedule 3.8 Litigation and Other Proceedings
Schedule 3.13.1 Violations of Legal Requirements
Schedule 3.13.2 Requests for Network Nonduplication and Syndex
Schedule 3.13.4 Current Proceedings
Schedule 3.15 Real Property
Schedule 3.19 Bonds
Schedule 5.1.2 Marketing, Advertising and Promotional Activities
and Expenditures

-iii-
<PAGE> 5

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the 31st
day of May, 1995, by and between JONES INTERCABLE, INC., a Colorado
corporation ("Buyer"), and BENCHMARK/MANASSAS CABLE FUND LIMITED
PARTNERSHIP, a Virginia limited partnership ("Seller").

RECITALS

A. Seller owns and operates a cable television system that is
franchised or holds other operating authority and operates in the
communities of Manassas and Haymarket, Virginia and certain portions of
Prince William County, Virginia.

B. Seller desires to sell, and Buyer desires to purchase,
substantially all of the assets comprising the System, on the terms and
conditions set forth in this Agreement.

AGREEMENTS

In consideration of the mutual promises and covenants hereinafter
set forth, and for other consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and Seller 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 "Accounts Receivable" means the rights of Seller to
payment for services rendered by Seller prior to the Closing Date in
connection with the operation of the System, as reflected on the billing
records of Seller.

1.2 "Assumed Contracts" means (i) all Contracts listed in
Schedule 3.6 hereto designated with an asterisk to indicate that such
Contracts will be assumed by Buyer; (ii) any Contracts entered into by
Seller 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,
other than Contracts which would involve any payment by Buyer after the
Closing of more than $5,000 or are for retransmission consent or
programming for which Buyer has not given its prior
<PAGE> 6

written approval; and (iii) subscription agreements with individual
residential subscribers for the cable services provided by the System.

1.3 "Basic Subscriber" means each residential customer or
resident of a multiple dwelling unit who pays directly to Seller for
Limited Basic Service (as described in Schedule 3.3) (either alone or in
combination with any other service) from the System, and (i) who has been a
subscriber for at least two months and who has paid at least two months'
payment in full without discount (or, for purposes of Section 2.5 only, who
has been a subscriber for less than two months, provided that any such
subscriber remains a subscriber after the Closing Date for the remainder of
such two-month period and pays in full without discount for each such month
within 60 days after the billing date); (ii) 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 Seller and/or (B) disputed amounts); and (iii) who has not given
or been given notice of termination and who, consistent with Seller's
standing policy, should not have been given notice of termination.

1.4 "Bulk Subscriber" means any commercial establishment
(e.g., any hotel or motel) or multiple dwelling unit establishment (e.g.,
any apartment, condominium or cooperative building) served by the System
that pays a bulk rate for the System's Limited Basic Service (either alone
or in combination with any other service), provided that such establishment
(i) has been a bulk subscriber for at least two months and has paid at
least two months' 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 Seller'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 establishment's account with
Seller is more than 60 days past due from the first day of the period to
which any outstanding bill relates.

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

1.6 "Closing Date" means the date of the Closing.

1.7 "Consents" means all of the consents, permits or approvals
required under the Franchises, Licenses, Assumed Contracts or under any
Legal Requirement or otherwise for (i) Seller to transfer the Assets to
Buyer or otherwise to consummate lawfully the transaction contemplated
hereby; (ii)

-2-
<PAGE> 7

Buyer to conduct the business of the System and to own, lease, use and
operate the Assets at the places and in all material respects in the manner
in which the business of the System is conducted as of the date of this
Agreement and on the Closing Date and (iii) Buyer to assume and perform the
Franchises, Licenses and Assumed Contracts.

1.8 "Contracts" means all leases, private easements, private
rights-of-way, multiple dwelling unit agreements, programming agreements,
pole attachment and conduit agreements, subscriber agreements and other
agreements, written or oral (including any amendments and other
modifications thereto) to which Seller is a party and which affect the
Assets or the business or operations of the System in any material respect,
and (i) which are in effect on the date hereof, or (ii) which are entered
into by Seller in the ordinary course of business as permitted by this
Agreement between the date of this Agreement and the Closing Date.

1.9 "Environmental Laws" means any federal, state or local law
or regulation relating to the pollution or protection of air, land or
water, or any combination thereof.

1.10 "Equivalent Billing Units" means that number of
subscribers to the System calculated by dividing by $27.15 the sum of the
aggregate monthly billings, before nonrecurring charges or credits, for the
month in which such calculation is being made, attributable to (i) the
Basic Subscribers for Limited Basic Service, Standard Tier Service (as
described in Schedule 3.3) and Super 2 Service (as described in Schedule
3.3) (excluding billings in each instance for service in any month other
than the month for which the Equivalent Billing Units are being calculated
and charges relating to services other than Limited Basic Service, Standard
Tier Service and Super 2 Service, such as, without limitation, charges for
remotes, cable guides, premium services, taxes, copyright fees and late
charges) and (ii) commercial revenues of the Bulk Subscribers (excluding
billings in each instance for service in any month other than the month for
which the Equivalent Billing Units are being calculated). For purposes of
making the calculation in this formula, payments on account of monthly
billings to a subscriber will be deemed to be due on the first day of the
month during which the service to which the billing relates is provided.

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

1.12 "FCC" means the Federal Communications Commission.

-3-
<PAGE> 8

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

1.14 "General Partners" means R. Calvin Sutliff, Jr. and C.
Philip Rainwater, individually, and Benchmark Communications Limited
Partnership, a Maryland limited partnership, the general partners of
Seller.

1.15 "Governmental Authority" means (i) 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 (ii) 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.

1.16 "Hazardous Substances" means (i) any "hazardous waste" as
defined by the Resources Conservation and Recovery Act of 1976 ("RCRA") (42
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, 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; and
(vii) any substance in quantities or concentrations of which the presence,
use, treatment, storage or disposal of which on the Real Property is
prohibited by any Environmental Law.

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

1.18 "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.

-4-
<PAGE> 9

1.19 "Knowledge" of any Person of or with respect to any matter
means that such Person (if a natural person) or any of the officers,
directors, and senior managers of such Person (if not a natural Person) has
actual awareness or knowledge of such matter.

1.20 "Legal Requirements" means applicable common law and any
applicable 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.

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

1.22 "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 lien, 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,
Contract or otherwise.

1.23 "Litigation" means any action, suit, proceeding,
arbitration, investigation or hearing that has been commenced or threatened
and could result in a Judgment.

1.24 "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.

1.25 "Manassas Park Purchase Agreement" means that certain
Asset Purchase Agreement between Buyer and Cablevision of Manassas Park,
Inc., dated the date hereof.

-5-
<PAGE> 10

1.26 "Manassas Park System" means that certain cable television
system described in the Manassas Park Purchase Agreement.

1.27 "Noncompetition Agreements" means the Noncompetition
Agreements of Seller and the General Partners (other than C. Philip
Rainwater), substantially in the form attached hereto as Exhibit A-1, and
the Noncompetition Agreement of C. Philip Rainwater, substantially in the
form attached hereto as Exhibit A-2.

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

1.29 "Personal Property" means all of the equipment, plant,
inventory, spare parts, supplies and other tangible personal property which
are owned or leased by Seller and used or useful as of the date hereof in
the conduct of the business or operations of the System, including, without
limitation, 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, 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.

1.30 "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 (excluding the fee interest in the office building
located at 9102 Manassas Drive, Manassas Park, Virginia, but including the
interest of Seller as lessee of that property) which are used by Seller, or
owned by Seller and useful, as of the date of this Agreement, in the
conduct of the business or operations of the System, 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.

1.31 "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.

-6-
<PAGE> 11

1.32 "Transaction Documents" means all instruments and
documents executed and delivered by Buyer or Seller or any officer,
director, partner or affiliate of either of them in connection with this
Agreement or the transaction contemplated hereby.

1.33 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>
Adjustment Time 2.6
Assets 2.1
Assumed Liabilities 2.8
Balance Sheet 3.11
Buyer Preamble
Cable Act 3.13.4
CLI 3.13.6
Communications Act 3.13.3
Current Items Amount 2.6
Current Proceedings 3.13.4
Deposit 2.3
Escrow Agent 2.3
Excluded Assets 2.2
Forms 394 5.6
Group 11
Indemnity Escrow Agreement 2.4.1
Indemnitee 9.3
Indemnitor 9.3
Information 10.1
Initial Adjustment Certificate 2.7
Non-hired Employee 5.5
Outside Closing Date 7.1
Purchase Price 2.4
Seller Preamble
Signals 3.13.2
Subscriber Adjustment Amount 2.5
System(s) Recitals
Threshold Amount 9.5
Title Commitment 5.3
</TABLE>

-7-
<PAGE> 12

<TABLE>
<S> <C>
Title Defect 5.3
Waller 11
</TABLE>

2. PURCHASE AND SALE OF THE ASSETS.

2.1 Agreement to Purchase and Sell. Subject to the terms and
conditions set forth in this Agreement, at the Closing Seller shall sell,
convey, assign, transfer and deliver to Buyer, and Buyer shall purchase
from Seller, for the Purchase Price, 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 System (the "Assets"):

(i) the Personal Property;

(ii) the Real Property;

(iii) the Franchises;

(iv) the Assumed Contracts;

(v) the Accounts Receivable;

(vi) the Licenses;

(vii) all of Seller's proprietary information,
technical information and data, machinery and
equipment warranties, maps, computer disks and
tapes, plans, diagrams, blueprints and schematics
relating to the System, other than as any of the
foregoing relate to the Excluded Assets;

(viii) all books and records relating to the business or
operations of the System, including executed
copies of the Assumed Contracts and
correspondence relating to retransmission
agreements and must-carry elections, filings with
the FCC or local Governmental Authorities and all
backup information upon which any such filings
are based, subject to the right of Seller to have
such books and records made available to Seller
for a reasonable period, not to exceed three
years from the Closing Date;

-8-
<PAGE> 13

(ix) the goodwill and going concern value generated by
Seller with respect to the System, if any; and

(x) all intangible assets of Seller relating to the
System not specifically described above.

2.2 Excluded Assets. The following assets shall not be
transferred to Buyer by Seller and are specifically excluded from the
Assets:

(i) Seller's cash on hand as of the Closing Date and
all other cash in any of Seller's bank or savings
accounts, any notes, accounts and claims
receivable from any affiliate of Seller, any
"Other" receivables shown on Seller's financial
statements, any insurance policies and rights and
claims thereunder (unless assigned to Buyer
pursuant to Section 12 hereof), any deposits
under utility, pole rental and similar agreements
for which no adjustment pursuant to Section 2.6.2
has been made, any construction and performance
bonds, letters of credit, surety instruments or
other similar items, and any cash surrender value
in regard thereto, and any stocks, bonds,
certificates of deposit, financial instruments
and similar investments;

(ii) any Contracts other than the Assumed Contracts;

(iii) Seller's account books or original entry and
general ledgers, partnership agreements and
minute books, financial records and tax returns,
loan agreements, and other books, records and
agreements related to internal partnership
matters and financial relationships with Seller's
lenders, and any books and records that Seller is
required by law to retain, subject to the right
of Buyer to have access to and to copy portions
of such books and records which are relevant to
Buyer's ownership and operation of the System,
for a reasonable period, not to exceed three
years from the Closing Date, at Buyer's sole
expense and during usual business hours upon
reasonable prior notice to Seller;

(iv) 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; and

-9-
<PAGE> 14

(v) the trademarks, trade names, service marks and
all other information and similar intangible
assets relating to Seller or the System;
provided, however, that for a period of 120 days
after the Closing Date, Buyer shall have the
right to operate the System using Seller's name
and all derivations of such name and related
tradenames, trade names and service marks in use
in the System on the Closing Date.

2.3. Deposit. Upon execution and delivery of this Agreement by
Seller and Buyer, Buyer shall deliver $2,460,000 (the "Deposit") to
Colorado National Bank ("Escrow Agent"), to be held and applied pursuant to
the terms of that certain Deposit Escrow Agreement, dated the date hereof,
by and among Seller, Buyer and Escrow Agent.

2.4. Purchase Price. Subject to the terms and conditions of
this Agreement, at the Closing, Buyer shall deliver to Seller by wire
transfer of immediately available funds, to such account or accounts as are
designated in writing by Seller to Buyer, the sum of $59,000,000 (the
"Purchase Price"), which sum shall be (i) reduced by the amount of the
Deposit, which is to be retained by the Escrow Agent to secure payment by
Seller of any indemnification obligations to Buyer in accordance with the
terms of an indemnity escrow agreement in substantially the form attached
hereto as Exhibit B (the "Indemnity Escrow Agreement") to be delivered by
Buyer, Seller and Escrow Agent at Closing, and (ii) subject to upward or
downward adjustment, as the case may be, pursuant to Sections 2.5, 2.6 and
7.2 below. At Closing, the interest accrued on the Deposit will be
delivered by Escrow Agent to Buyer.

2.5 Subscriber Adjustment. The Purchase Price shall be
reduced by an amount equal to $2,885 for each Equivalent Billing Unit less
than 20,450 as of the Closing (the "Subscriber Adjustment Amount") if, at
Closing, the System has fewer than 20,450 Equivalent Billing Units and the
System, together with the Manassas Park System, have fewer than 25,449
Equivalent Billing Units.

2.6. Current Items Amount. Buyer or Seller, as appropriate,
shall pay to the other (by increasing or decreasing the Purchase Price paid
to Buyer at the Closing) the net amount of the adjustments and prorations
effected pursuant to Sections 2.6.1, 2.6.2 and 2.6.3 below (the "Current
Items Amount"). The adjustments provided for herein shall be made as of
the close of business (5:00 p.m., Eastern time) on the Closing Date (the
"Adjustment Time").

-10-
<PAGE> 15

2.6.1. Accounts Receivable. Seller shall be entitled to
an amount equal to the sum of (i) 100% 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) 90% 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.

2.6.2 Advance Payments and Deposits. Buyer shall be
entitled to an amount equal to the aggregate of (i) all deposits of
subscribers of the System for converters, decoders, and similar items, and
(ii) all payments for services to be rendered to subscribers of the System
after the Adjustment Time. Seller shall be entitled to an amount equal to
the aggregate of all deposits made under utility, pole rental and similar
agreements.

2.6.3 Expenses. As of the Adjustment Time, the
following expenses shall be prorated, in accordance with generally accepted
accounting principles, so that all expenses for periods prior to the
Adjustment Time shall be for the account of Seller, and all expenses for
periods after the Adjustment Time shall be for the account of Buyer: (i)
all payments and charges under the Franchises, the Licenses, and the
Assumed Contracts; (ii) the annual FCC regulatory fees; (iii) Taxes levied
or assessed against any of the Assets; (iv) Taxes, if any, payable with
respect to cable television service and related sales to subscribers of the
System; (v) charges for utilities and other goods or services furnished to
the System; (vi) copyright fees based on signal carriage by the System;
(vii) all refund liabilities due to subscribers in connection with the
rates of the System; and (viii) all other items of expense relating to the
System; provided, however, that Seller and Buyer shall not prorate any
items of expense payable under any Excluded Assets, all of which shall
remain and be solely for the account of Seller.

2.7 Subscriber Adjustment and Current Items Amount Calculated.
The Subscriber Adjustment Amount and Current Items Amount shall be
estimated in good

-11-
<PAGE> 16

faith to agree upon the actual Subscriber Adjustment Amount and Current Items
Amount within 90 days after the Closing. Seller or Buyer, as appropriate,
shall pay to the other party within 5 business days after the final
determination the amount by which the parties agree that the Subscriber
Adjustment Amount and Current Items Amount differ from the Subscriber
Adjustment Amount and Current Items Amount as estimated in the Initial
Adjustment Certificate. Any amounts in dispute at the end of such 90 day
period will be determined within 120 days after the Closing Date by an
accounting firm mutually agreed upon by the parties, whose determination will
be conclusive. Buyer and Seller will each be responsible for one-half of the
fees and expenses payable to such firm in connection with such determination.
The payment required after determination of all disputed amounts will be made
by the responsible party within five business days after the final
determination.

2.8 Assumption of Liabilities. As of the Closing Date, Buyer
shall assume, pay, discharge, and perform the following (the "Assumed
Liabilities"): (i) all liabilities and obligations with respect to acts,
omissions or events occurring subsequent to the Closing Date under any
Franchise, License, or Assumed Contract; (ii) other obligations and liabilities
of Seller only to the extent that there shall be an adjustment in favor of
Buyer with respect thereto pursuant to Section 2.6; and (iii) all obligations
and liabilities arising out of Buyer's ownership of the Assets or operation of
the System after the Closing Date. All debts, liabilities, and obligations
arising out of or relating to the Assets or the operation of the System other
than the Assumed Liabilities shall remain and be the obligations and
liabilities solely of Seller.

3. SELLER'S REPRESENTATIONS.

Seller represents, warrants and covenants to Buyer as follows:

3.1 Organization and Qualification. Seller is a limited
partnership duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Virginia, 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.

3.2 Authorization. Seller 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 Seller have been duly and validly

-12-
<PAGE> 17

authorized and approved by all necessary action on the part of Seller,
including by all necessary actions of the limited partners of Seller. This
Agreement has been duly and validly executed and delivered by Seller, and is
the valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms.

3.3 System Information. Schedule 3.3 sets forth a materially true
and accurate description of the following information:

(i) the number of miles of activated aerial and
underground cable included in the Assets;

(ii) the minimum number of passings of the System;

(iii) a description of "Limited Basic Service," "Standard
Tier Service" and "Super 2 Service" available from
the System, the rates charged by Seller for each,
together with the number of subscribers receiving
each of the services, and any other charges by Seller
for services to subscribers;

(iv) the number of Equivalent Billing Units of the System,
calculated in accordance with the formula described
in Section 1.9 above;

(v) the channel and bandwidth capacity of the System, the
stations and signals carried by the System, the
channel position of each such signal and station, and
all frequencies utilized by the System; and

(vi) each agreement pursuant to which any broadcast
station listed in Schedule 3.3 is carried by the
System.

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

3.5 Title and Condition of Personal Property. Schedule 3.5
contains a complete description of all material items of Personal Property,
other than the

-13-
<PAGE> 18

Excluded Assets. The Personal Property constitutes all personal property
necessary to conduct lawfully and properly the business or operations of the
System as now conducted. No fewer than 90% of all converters of the System are
550MHz capable. Except as described on Schedule 3.5, Seller has good and
marketable title to all of the Personal Property, free and clear of all Liens,
except ad valorem Taxes not yet due and payable. All the Personal Property is
in good working order and repair, ordinary wear and tear excepted.

3.6 Franchises, Licenses, and Contracts. Schedule 3.6 contains a
description of all of the Franchises, Licenses and Contracts, other than: (i)
subscription agreements with individual residential subscribers for the cable
services provided by the System in the ordinary course of business which may be
cancelled by the System without penalty on not more than 30 days notice, and
(ii) programming agreements, except for retransmission consent agreements which
Buyer has agreed to assume. Seller has delivered to Buyer true and complete
copies of each of the Franchises, Licenses, and written Contracts, including
any amendments thereto, other than Contracts described in clauses (i) and (ii)
above and motor vehicle leases. Each of the Franchises, Licenses, and
Contracts is valid, in full force and effect, and enforceable in all material
respects in accordance with its terms against the parties thereto other than
Seller, and Seller has fulfilled when due, or has taken all action necessary to
enable it to fulfill when due, all of its material obligations thereunder.
There is no uncured material default (without regard to lapse of time, the
giving of notice, the election of any Person other than Seller, or any
combination thereof) by Seller nor, to the knowledge of Seller, is there any
uncured material default (without regard to lapse of time, the giving of
notice, the election of Seller, or any combination thereof) by any Person other
than Seller under any of the Franchises, Licenses, or Contracts. Neither
Seller nor, to the knowledge of Seller, any other Person is in arrears in the
performance or satisfaction of its material obligations under any of the
Franchises, Licenses, or Contracts, and no material waiver or indulgence has
been granted by any of the parties thereto. The Franchises and Licenses are,
and at Closing the Franchises, Licenses and Contracts will be, sufficient to
permit Seller to operate the System lawfully in the manner in which it is
currently operated in all material respects.

-14-
<PAGE> 19

combination thereof), accelerate, or permit the acceleration of the performance
required by, any Contract; (iv) result in the creation or imposition of any
Lien against or upon any of the 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. There is no outstanding Judgment against Seller
requiring Seller to take any action of any kind with respect to the Assets or
the operation of the System, or to which the System or the Assets are subject
or by which they are bound or affected, and there is no Litigation pending or,
to Seller's knowledge, threatened, against Seller which individually or in the
aggregate reasonably could be expected to result in any materially adverse
change in the financial condition or operation of the System or adversely
affect in any material respect the Assets or the ability of Seller to perform
its obligations under this Agreement. Except as described on Schedule 3.8,
there are no proceedings pending to which Seller is a party or, to Seller's
knowledge, threatened, nor have any demands been made by any Governmental
Authority, utility, pole lessor, or other party, which seek or reasonably could
be expected to result in the termination, modification, suspension or
limitation of Seller's rights or obligations with respect to the Franchises,
Licenses, or Contracts in any material respect. There are no claims, actions,
suits, proceedings or investigations pending or, to Seller's knowledge,
threatened, by or before any Governmental Authority, or any arbitrator, by or
against or affecting or relating to Seller or its General Partner which, if
adversely determined, would restrain or enjoin the consummation of the
transactions contemplated by this Agreement or declare unlawful the
transactions or events contemplated by this Agreement or cause any of such
transactions to be rescinded. Nothing contained in this Section 3.8, however,
shall constitute any representation with respect to any pending or threatened
proceeding, Litigation or Judgment regarding rates charged to subscribers of
the System, all such representations being made instead in Section 3.13.4
below.

3.9 Employment Matters.

3.9.1 ERISA. Neither Seller nor any Employee Benefit Plan
or Multiemployer Plan (as those terms are defined in ERISA) maintained by
Seller or to which Seller has or has had the obligation to contribute is in
violation of the provisions of ERISA in any material respect; no reportable
event, within the meaning of Title IV of ERISA, has occurred and is continuing
with respect to any such Employee Benefit Plan or 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 Multiemployer Plan.

-15-
<PAGE> 20

3.9.2 Collective Bargaining. There are no collective
bargaining agreements applicable to any persons employed by Seller that render
services in connection with the System, and Seller 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
Seller that render services in connection with the System.

3.9.3 Legal Compliance. With respect to any Persons
employed by Seller that render services in connection with the System, Seller
is in compliance with all applicable Legal Requirements respecting employment
conditions and practices in all material respects, has withheld all amounts
known by it to be required by any applicable Legal Requirements or Contracts to
be withheld from wages or salaries, and is not liable for any material arrears
of wages or any taxes or penalties for failure to comply with any of the
foregoing.

3.9.4 No Unfair Practices. With respect to any Persons
employed by Seller that render services in connection with the System, (i)
Seller has not engaged in any material unfair labor practice within the meaning
of the National Labor Relations Act and has not violated in any material
respect 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) there are no pending or, to
Seller's knowledge, threatened unfair labor practice charges or discrimination
complaints relating to race, color, national origin, sex, religion, age,
marital status, or handicap against Seller before any Governmental Authority.

3.9.5 No Labor Controversies. There are no existing or, to
Seller's knowledge, threatened, labor strikes, disputes, or grievances
affecting the System or other labor controversies which could reasonably be
expected to have a material and adverse effect on the financial condition or
operations of the System. There are no pending or, to the knowledge of Seller,
threatened arbitration proceedings under any Contracts respecting Seller's
employees.

3.10 Taxes. Seller has (i) paid all Taxes with respect to the
System which have become due and payable by it and (ii) received no notice of,
nor does Seller have any knowledge of, any notice of deficiency or assessment
of proposed deficiency or assessment from any taxing Governmental Authority
with respect to the System which has not been cured. There are no audits
pending with respect to, and there are no outstanding agreements or waivers by
Seller

-16-
<PAGE> 21

that extend the statutory period of limitations applicable to, any federal,
state, local, or foreign tax returns or Taxes with respect to the System.

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

3.11.1 Balance Sheets. Audited balance sheets as of the
fiscal year ended December 31, 1992, 1993 and 1994 (the "Balance Sheet"), each
of which fairly and accurately present, as of the respective dates thereof, the
financial condition, assets, and liabilities of the System in all material
respects, and were prepared using generally accepted accounting principles; and

3.11.2 Statements of Operations. Audited statement of
operations for the twelve-month periods ended December 31, 1992, 1993 and 1994,
all of which fairly and accurately present the results of the operations of the
System for the respective periods indicated in all material respects. As of
the date thereof, Seller was the owner (except for certain leased equipment not
material in amount) of all the properties and assets set forth in the Balance
Sheet, and there are no material liabilities, accrued, absolute, contingent or
otherwise, that are not reflected in the Balance Sheet.

3.12 No Adverse Change. There has been no material adverse change
in the Assets or the financial condition or operations of the System since the
date of the Balance Sheet, other than change caused by or arising from any
adjustment to rates or rate rollback required in connection with rate
regulation of the System or arising from matters caused by or arising from
legislation, rulemaking or regulation affecting the cable television industry
generally, and the Assets and the financial condition and operations of the
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.

3.13 Compliance with Legal Requirements.

3.13.1 No Violation of Legal Requirements. Except as
described on Schedule 3.13.1, the operation of the System as currently
conducted does not violate or infringe in any material respect any Legal
Requirements. Seller has received no notice of any material violation by
Seller or the System of any Legal Requirement applicable to the operation of
the System as currently conducted.

-17-
<PAGE> 22

3.13.2 Licensing. Seller is permitted under all applicable
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 Seller makes available to subscribers
of the System (the "Signals") and to utilize all carrier frequencies generated
by the operations of the 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
System. Other than requests for network nonduplication and syndex protection
and as described on Schedule 3.13.2, no written requests have been received by
Seller 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 Seller's operation of the System and of any FCC-licensed or
registered facility used in conjunction with Seller's operation of the System.
Seller 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 System,
which violation reasonably could be expected to have a material adverse effect
on the financial condition or operations of the System.

3.13.3 Communications Act of 1934. Without limiting the
generality of the foregoing: (a) the operation of the System has been, and is,
in compliance in all material respects with the Communications Act of 1934, as
amended (as so amended, the "Communications Act"), and the rules and
regulations of the FCC; (b) Seller has made all filings required to be made
with the FCC (including cable television registration statements, annual
reports and aeronautical frequency usage notices); (c) Seller has provided all
notices to Subscribers under the Communications Act; and (d) Seller is and
since 1988 has been certified as in compliance with, the FCC's equal employment
opportunity rules. Seller has delivered to Buyer complete and correct copies
of all reports and filings for the past three years made or filed pursuant to
the Communications Act or FCC rules and regulations with respect to the System.
A request for renewal has been timely filed under Section 626 of the Cable
Communications Policy Act of 1984 with the proper Governmental Authority with
respect to all cable television franchises of the System expiring within 36
months after the date of this Agreement.

3.13.4 Cable Act of 1992.

-18-
<PAGE> 23

compliance in all material respects with the must carry and retransmission
consent provisions of the Cable Act and the FCC rules and regulations
promulgated thereunder, including without limitation, (i) duly and timely
notifying "local commercial television stations" of inadequate signal strength
or increased copyright liability, if applicable, (ii) duly and timely notifying
non- commercial educational stations of the location of the System's principal
headend, (iii) duly and timely notifying Subscribers of changes in the channel
alignment on the System, (iv) duly and timely notifying "local commercial and
noncommercial television stations" of the broadcast signals carried on the
System and their channel position, (v) maintaining the requisite public file
identifying broadcast signal carriage, (vi) carrying the broadcast signals
after June 1, 1993 on the System for all "local commercial television stations"
which elected must carry status and, if required, up to two "qualified low
power stations" and (vii) obtaining retransmission consent for all broadcast
signals carried on the System after October 5, 1993, except for those signals
carried pursuant to a must carry election or for which retransmission consent
is not required.

(b) Rate Regulation and Compliance. Seller has used
reasonable good faith efforts to establish rates charged to Subscribers, and is
charging such rates, that would be allowable under rules and regulations
promulgated by the FCC under the Cable Act, and any authoritative
interpretation thereof, if such rates were subject to regulation by any
Governmental Authority, including the local franchising authority and/or the
FCC. Notwithstanding the foregoing, Seller makes no representation or warranty
that the rates charged to Subscribers are allowable under any rules and
regulations of the FCC, or any authoritative interpretation thereof. Seller
has delivered to Buyer complete and correct copies of all FCC Forms 393, 1200,
1205, 1210 and 1215 provided to franchisors and/or the FCC, or drafts thereof,
with respect to the System and copies of all correspondence with any
Governmental Authority relating to rate regulation generally or specific rates
charged to Subscribers with respect to the System, including, without
limitation, copies of any written complaints and responses filed with the FCC
with respect to any rates charged to Subscribers of the System. Except as
otherwise described in Schedule 3.13.4 (the "Current Proceedings"), as of the
date of this Agreement, (i) there is no outstanding or unresolved rate
proceeding before any Governmental Authority regarding rates charged to the
Subscribers of the System; (ii) no local Governmental Authority other than the
City of Manassas has been certified by the FCC as a rate regulating authority
and (iii) none of the Current Proceedings, individually or in the aggregate,
reasonably could be expected to result in any materially adverse change in the
financial condition or operation of the System for any period after the
Adjustment Time or to adversely affect in any material respect the Assets or
the ability of Seller to perform its

-19-
<PAGE> 24

obligations under this Agreement. Seller is in compliance in all material
respects with all customer service standards applicable to the System.

3.13.5 Holding Period. Seller will not violate and will
not be subject to any requirement to obtain a waiver under the antitrafficking
provisions of the Cable Act and the FCC rules promulgated thereunder as a
result of the transfer of the System to Buyer contemplated by this Agreement.

3.13.6 CLI. Seller has conducted all system and microwave
performance tests and all Cumulative Leakage Index ("CLI") related tests
applicable to the System. Seller 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 identified radiation
leakage of the System required to be corrected in connection with Seller'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 System.

3.13.7 Copyright. Seller 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 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. Seller 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
System. Seller 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.

3.14 Environmental Laws and Regulations.

3.14.1 Superfund. Seller has not been advised that it is
the subject of any "Superfund" evaluation or investigation or proceeding in
connection with the Real Property, and has not been advised that it is 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 Real Property.

-20-
<PAGE> 25

3.14.2 Permits. All permits, licenses, permissions, and
other authorizations relating to Seller's use of the Real Property for the
operation of the System which are required under applicable Environmental Laws
have been obtained, including 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. Seller is in compliance in all material
respects with all terms and conditions of such permits, licenses, permissions,
and authorizations, and is in compliance in all material respects with all
other limitations, restrictions, obligations, schedules, and time-tables
imposed by the Environmental Laws relating to Seller's use of the Real Property
for the operation of the System. Seller has not received notice of, and has no
knowledge of circumstances relating to, any past or present 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 Real
Property, which reasonably could be expected to interfere with or prevent
continued compliance, 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 Real Property for the operation
of the System.

3.14.3 Environmental Reports. Seller has delivered to
Buyer copies of all environmental reports and studies that Seller has
commissioned with respect to the 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
Real Property, which comprises all real property interests, except as provided
in Section 1.30, necessary to conduct the business or operations of the System
as now conducted. Seller 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 System, except as
provided in Section 1.30. Seller has delivered to Buyer true and complete
copies of all leases, easements, rights-of-way or other instruments pertaining
to the Real Property (including any and all amendments and other modifications
of such instruments). Seller owns no Real Property in fee. All Real Property
(including the improvements thereon) (a) is in good condition and repair
consistent with its present use, (b) is available to Seller for immediate use
in the conduct of the

-21-
<PAGE> 26

business or operations of the System, and (c) complies in all material respects
with all applicable building or zoning codes and the regulations of any
Governmental Authority having jurisdiction over Seller or such Real Property.

3.16 Non-Infringement. The operation of the 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, which
infringement or violation reasonably could be expected to have a material
adverse effect on the financial condition or operations of the System. There
is no action pending or, to Seller's knowledge, threatened with respect to any
such infringement or violation.

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

3.18 Accounts Receivable. Seller is the true and lawful owner of
the Accounts Receivable and has good and clear title to each Account, free and
clear of all Liens, with the absolute right to transfer any interest therein.
Each such Account is (i) a valid obligation of the account debtor enforceable
in all material respects 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 Seller
which relate in any way to the ownership or use of the Assets or the operation
of the System.

3.20 Accuracy of Schedules. All Schedules to this Agreement are
accurate and complete in all material respects as of the date of this
Agreement.

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

-22-
<PAGE> 27

3.22 Taxpayer Identification Number. Seller's U.S. Taxpayer
Identification Number is 62-1310604.

4. BUYER'S REPRESENTATIONS.

Buyer hereby represents, warrants and covenants to Seller as follows:

4.1 Organization. Buyer 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. Buyer is
duly qualified to do business as a foreign corporation and is in good standing
in the State of Virginia.

4.2 Authorization. Buyer 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 Buyer have been duly and validly
authorized and approved by all necessary action on the part of Buyer, including
appropriate resolutions, if necessary, of the Board of Directors of the Buyer.
This Agreement has been duly and validly executed and delivered by Buyer, and
is the valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.

4.3 Litigation. There are no claims, actions, suits, proceedings
or investigations pending or, to Buyer's knowledge, threatened, by or before
any Governmental Authority, or any arbitrator, by or against or affecting or
relating to Buyer which, if adversely determined, would restrain or enjoin the
consummation of the transactions contemplated by this Agreement or declare
unlawful the transactions or events contemplated by this Agreement or cause any
of such transactions to be rescinded.

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

-23-
<PAGE> 28

4.5 Taxpayer Identification Number. Buyer's U.S. Taxpayer
Identification Number is 84-0613514.

5. COVENANTS.

5.1 Seller's Pre-Closing Obligations. Seller covenants and agrees
that, from and after the execution and delivery of this Agreement until and
including the Closing Date:

5.1.1 Access. Seller shall give Buyer and its
representatives full access during normal business hours to all of the
properties, books, and records relating to the System, and furnish Buyer with
such information concerning the Assets and the System as Buyer may reasonably
request. Notwithstanding any investigation that Buyer may conduct of the
Assets, unless Buyer has actual knowledge to the contrary, Buyer may fully rely
on Seller's representations, warranties and covenants herein, which will not be
waived or affected by or as a result of any such investigation.

5.1.2 Conduct of Business. Seller shall operate the System
in the ordinary and usual course and in accordance with past practices in all
material respects, which shall include, without limitation, (i) maintaining
appropriate staff and management personnel at the System, consistent with past
practices, (ii) maintaining adequate inventories consistent with past practices
and (iii) constructing line extensions in accordance with past practices and in
accordance with Franchise requirements, placing conduit or cable in new
developments and fulfilling installation requests. Seller shall duly comply in
all material respects with all applicable Legal Requirements, perform all of
its material obligations under all of the Franchises, Licenses, and Contracts
without default, and maintain the books, records, and accounts relating to the
System in the usual, regular, and ordinary manner on a basis consistent with
past practices, except as otherwise required by any Governmental Authority, and
then only upon prompt written notice to Buyer. Seller shall not, without the
prior written consent of Buyer, (x) change any rates charged for cable services
or (y) add or delete any programming services on the System, unless required by
a Governmental Authority, and then only upon prompt written notice to Buyer.
Seller shall use reasonable efforts to keep available the services of its
employees providing services in connection with the System, continue normal
marketing, advertising, and promotional activities and expenditures with
respect to the System as described on Schedule 5.1.2, and preserve beneficial
business relationships with all customers, suppliers, and others having
business or other dealings with Seller relating to the System, including
Governmental Authorities having jurisdiction over Seller. Seller shall
maintain the Assets in good condition and repair,

-24-
<PAGE> 29

ordinary wear excepted, and keep in effect the casualty and liability insurance
covering the Assets in force on the date of this Agreement.

5.1.3 Negative Covenants. Seller shall not, except as
Buyer may otherwise consent in writing, (i) modify in any material respect,
terminate, renew, suspend, or abrogate any Assumed Contract other than in the
ordinary course of business, (ii) modify, terminate, renew, suspend, or
abrogate any Franchise or License, (iii) transfer, convey, or otherwise dispose
of any of the Assets (except that Seller 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 the
Assets, (v) modify the rates charged by the System for Limited Basic Service,
Standard Tier Service or Super 2 Service, (vi) engage in any marketing,
subscriber installation, or collection practices that are materially
inconsistent with the past practices of Seller, as described on Schedule 5.1.2,
or (vii) take or omit to take any action that would cause Seller to be in
breach of its representations or warranties in this Agreement in any material
respect.

5.1.4 Consents. Seller shall use its reasonable efforts to
obtain as promptly as possible, and to provide to Buyer, at or prior to the
Closing, all of the Consents, in form and substance satisfactory to Buyer,
including approvals of the FCC, Governmental Authorities, and other Persons.
Consents for transfers of Franchises and Assumed Contracts, respectively, will
be deemed to be satisfactory to Buyer if they are identical in all material
respects to the applicable forms attached as Exhibit C and Exhibit D,
respectively; provided, however, that the text enclosed in brackets on such
Exhibits may be omitted from such forms if Seller has used reasonable efforts
to include such text in the applicable Consents, but despite such efforts, the
consenting party has refused to execute the form unless such text is omitted
and; provided, further, that no Consent shall include any material adverse
change to the terms of the underlying instrument to which the Consent applies.
If any Assumed Contract is not assignable, the Consent for such Assumed
Contract shall be deemed to have been obtained and delivered to Buyer if the
third party to the Assumed Contract has agreed to enter into a new agreement
with Buyer on terms not materially less favorable to Buyer than the terms of
the Assumed Contract to which Seller is a party. Buyer will cooperate with
Seller in obtaining the Consents, but Buyer will not be required (i) to make
any payment to any Person from whom such Consent is sought or (ii) to accept
any material adverse changes in, or the imposition of any adverse condition to
any Assumed Contract or Franchise as a condition to obtaining any Consent.

-25-
<PAGE> 30

5.1.5 Vehicle Leases. Seller shall pay any remaining
balance on any leases for vehicles included in the Assets, and ensure that at
Closing, such vehicles are free and clear of all Liens.

5.1.6 No Shopping. None of Seller, the General Partners,
or their agents or representatives will, during the period commencing on the
date of this Agreement and ending with the earlier to occur of the Closing or
the termination of this Agreement, directly or indirectly (i) solicit or
initiate the submission of proposals or offers from any Person for, (ii)
participate in any discussions pertaining to, or (iii) furnish any information
to any Person other than Buyer relating to, any direct or indirect acquisition
or purchase of all or any portion of the Assets.

5.1.7 Financial Statements. Seller shall promptly deliver
to Buyer true and complete copies of all monthly operating reports of Seller
and any reports with respect to the operation of the System prepared by or for
Seller at any time from the date of this Agreement until the Closing.

5.1.8 Notification of Certain Matters. Seller will
promptly notify Buyer of any fact, event, circumstance or action (i) which, if
known on the date of this Agreement, would have been required to be disclosed
to Buyer pursuant to this Agreement or (ii) the existence or occurrence of
which would cause any of Seller's representations or warranties under this
Agreement not to be complete in any material respect.

5.1.9 Renewal of Access Agreements. Seller shall use all
reasonable efforts to renew, on terms reasonably satisfactory to Buyer, all
access agreements that have expired and that are necessary to permit Seller to
operate the System lawfully in the manner in which it is currently operated in
all material respects.

5.1.10 Oral Agreements. Seller shall use all reasonable
efforts to reduce to writing all (i) oral easements necessary to permit Seller
to operate the System lawfully in the manner in which it is currently operated
in all material respects and (ii) oral bulk subscriber agreements, each on such
terms as are approved by Buyer, such approval not to be withheld unreasonably.

5.2 Engineering Matters. Seller covenants and agrees that it will
take the following actions within the time frames set forth below:

-26-
<PAGE> 31

5.2.1 Sweep and Balance. No later than one month prior to
the Closing, Seller will complete such sweeping and balancing of the System as
is necessary to enable the System to meet FCC proof of performance standards;

5.2.2 Preventive Maintenance. Between the date hereof and
the Closing Date, Seller will regularly perform preventive maintenance on the
System microwave and plant to enable the System to meet FCC proof of
performance standards;

5.2.3 Testing. Seller shall perform testing of the System
at the test points used by Seller for its most recent proof of performance
tests, which tests must demonstrate, one month prior to Closing and at Closing,
compliance by the System with FCC performance standards, including without
limitation, the standards for carrier to noise ratios, distortion and full
System bandwidth frequency response, and Seller shall promptly deliver to Buyer
the written results of such tests;

5.2.4 Grounding. Within ten days after the date hereof,
Seller shall have implemented a program in the System requiring that on each
customer service call or other visit made by System staff or contractors, the
drop at such customer's unit be tightened/secured, and that this grounding
procedure be tracked on Cable Data, and Seller shall continue this program
through the Closing Date;

5.2.5 Scrambling. No later than one month prior to
Closing, Seller shall have scrambled no fewer than 12 tier channels on the
System and the equipment used to scramble such channels, which shall be
delivered to Buyer at Closing, shall be in good working order and condition at
Closing; and

5.2.6 Studio Equipment. At its option, Seller may replace
the inoperable switcher at the System's studio with a Pinnacle Aladdin Media
Printer and corresponding personal computer prior to Closing. If Seller does
so, Buyer shall pay to Seller at Closing the difference between the purchase
price for such equipment and $5,000, up to a maximum payment by Buyer of
$10,000. If Seller does not replace the studio's inoperable switcher with the
equipment described above prior to Closing, the Purchase Price for the System
shall be reduced by $5,000.

-27-
<PAGE> 32

affected employees and other necessary persons with any notice that may be
required under such Act. Seller shall terminate all of the employees of the
System as of the Closing Date, other than any employees whom Seller intends to
retain as its ongoing employees after the Closing Date. Seller shall remain
solely responsible for all salaries and all severance, vacation, sick, holiday,
and other benefits to which employees of Seller may be entitled as a result of
consummation of the transactions contemplated hereby, the termination of such
employees, or otherwise or any other Losses claimed by any of Seller's
employees for periods prior to the Closing Date. Seller acknowledges that
Buyer may, but shall have no obligation to, hire any of Seller's employees that
render services in connection with the operation of the System; provided,
however, that Buyer shall give Seller notice at least 30 days prior to the
Closing Date of the name of any employees of the System to whom Buyer does not
plan to offer employment on and after the Closing Date (a "Non-Hired Employee"
and, collectively, "Non-Hired Employees"). To assist Buyer in making such
employment decisions, Seller shall deliver to Buyer all personnel files with
respect to the employees of the System within 60 days after the date of this
Agreement. To the extent permitted by law, each of Seller's employees hired by
Buyer shall receive full credit under Buyer's employee benefit plans for years
of service in the employ of Seller. Nothing in this Section 5.3 or in any
other provision of this Agreement is intended to confer upon any employee of
Seller or such employee's legal representative or heirs any rights as a third
party beneficiary or otherwise or any remedies of any kind whatsoever under or
by reason of this Agreement, or the transactions contemplated hereby, including
without limitation any rights of employment or continued employment. All
rights and obligations created by this Agreement are solely between the
parties.

5.4 Forms 394. If required, within 20 days after the date of this
Agreement, Seller and Buyer shall, each at its own expense, prepare and file
properly prepared Applications for Franchise Authority Consent to Assignment or
Transfer of Control of Cable Television Franchise FCC 394 ("Forms 394") with
the local Governmental Authorities which have issued Franchises to Seller, and
shall file with such Forms 394 all additional information required by such
Franchises or applicable local Legal Requirements or that the Governmental
Authorities deem necessary or appropriate in connection with their
consideration of the request of Seller and Buyer that such Governmental
Authorities approve the transfer of the Franchises to Buyer.

-28-
<PAGE> 33

Authorities in connection with such filings. If following the filing of such
forms any Governmental Authority shall challenge the transaction contemplated
hereby, or request additional filings or information, Seller and Buyer shall
take preliminary steps to attempt to ascertain the nature of the challenge and
the likelihood that the Governmental Authority will permit the transaction
contemplated hereby to proceed notwithstanding the challenge. After taking
such preliminary steps, neither Seller nor Buyer 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.

5.6 Billing Obligations. Seller shall permit Buyer to use its
CableData billing system computers, software and other fixed assets relating
thereto for a period of up to 60 days after the Closing, to the extent that
such assets have not been transferred by Seller to Buyer at Closing. Seller
shall cooperate with all reasonable requests by Buyer in connection with the
first billing cycle following the Closing, at Buyer's sole expense.

5.7 Financial Reporting. To the extent that the financial
statements described in Section 3.11 do not satisfy the requirements of
Regulation S-X of the Securities and Exchange Commission, Seller shall take
whatever reasonable steps are necessary to produce financial statements which
meet such requirements, at Buyer's sole expense, and to deliver such financial
statements within 60 days after Buyer's request therefor. Within three weeks
after the Closing Date, Seller shall take whatever reasonable steps are
necessary to provide Buyer with unaudited financial statements of the System
for the interim period between December 31, 1994 and the last day of the
calendar month immediately preceding the calendar month in which the Closing
Date occurs, including an income statement for the corresponding period of the
preceding fiscal year.

5.8 Programming Agreements. Seller and Buyer will use all
reasonable efforts to effect the termination, effective as of the Closing Date,
of each of Seller's programming agreements insofar as they cover the System,
other than the retransmission consent agreements that Buyer has agreed to
assume, on terms which would not be materially adverse to Seller.

5.9 Current Proceedings and Post-Closing Rate Proceedings. Seller
shall diligently pursue the Current Proceedings and shall deliver to Buyer
copies of any documents, correspondence or notices sent by or received by
Seller in connection with the Current Proceedings. If any of the Current
Proceedings remains ongoing at Closing, Seller's obligations described in the
preceding

-29-
<PAGE> 34

sentence shall continue with respect to the Current Proceedings. If at any
time after Closing, any Governmental Authority commences a rate proceeding,
Buyer will so notify Seller. The parties will cooperate in their participation
in all rate proceedings, and each party will promptly deliver to the other all
information reasonably requested by such party as necessary or helpful in such
proceedings. Without Seller's consent, Buyer shall not settle any such
proceeding for which Seller would have any liability for periods prior to the
Adjustment Time.

6. CONDITIONS PRECEDENT.

6.1 Conditions Precedent to Buyer's Obligations. The obligations
of Buyer 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, any of which may be waived by Buyer:

6.1.1 Accuracy of Representations; Performance of
Agreements; and Officer's Certificate. All of the representations and
warranties of Seller contained in this Agreement or any Transaction Document
shall be true and correct in all material respects at and as of the Closing
Date; provided, however, that if at Closing, either (a) the System has fewer
than 20,450 Equivalent Billing Units and the System, together with the Manassas
Park System, has at least 25,449 Equivalent Billing Units or (b) the System has
fewer than 20,450 Equivalent Billing Units and the System, together with the
Manassas Park System, has fewer than 25,449 Equivalent Billing Units and an
adjustment is made therefor pursuant to Section 2.5 hereof, then Seller's
representation in Section 3.3 as to the number of Equivalent Billing Units
shall be deemed to be amended to reduce it to the number of Equivalent Billing
Units the System actually has at Closing. Seller 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 the Closing. Seller shall have furnished Buyer with an executed
certificate of a General Partner dated as of the Closing, certifying to the
fulfillment of the foregoing conditions.

6.1.2 Consents. Seller shall have obtained and delivered
to Buyer each of the Consents with no material adverse conditions imposed by
such Consents.

6.1.3 No Litigation/Current Proceedings. 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, which (i) enjoins, restrains, makes illegal, or prohibits
consummation

-30-
<PAGE> 35

of the transaction contemplated by this Agreement or (ii) would prohibit
Buyer's ownership or operation of any portion of the System or the Assets. The
Current Proceedings either (a) shall have been concluded and/or settled in a
manner which, in the aggregate, do not, or could not reasonably be expected to,
have a material adverse effect on the financial condition or operations of the
System for any period after the Adjustment Time or, (b) as to any outstanding
Current Proceedings, Buyer shall have determined that in its reasonable good
faith judgment, none of the Current Proceedings, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on
the financial condition or operations of the System for any period after the
Adjustment Time.

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

6.1.5 Deliveries. Seller shall have made or stand willing
to and able to make all of the deliveries to Buyer set forth in Section 7.2.

6.1.6 No Adverse Change. Between the date of this
Agreement and the Closing Date, there shall have been (i) no material adverse
change in the Assets or the financial condition or operations of the System,
whether or not caused by conditions beyond the control of Seller, other than
any change caused by or arising from any required adjustment to rates or rate
rollback required in connection with rate regulation of the System or from
matters caused by or arising from legislation, rulemaking or regulation
affecting the cable television industry generally and (ii) no material loss,
damage, impairment, confiscation or condemnation of any of the Assets that has
not been repaired or replaced; provided, however, that the conditions to
Closing, and exceptions thereto, specified in this Section 6.1.6 shall not
apply to any Current Proceedings, which shall be governed instead by the
condition to Closing set forth in the second sentence of Section 6.1.3.

6.1.7 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
Buyer'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.

6.1.8 Equivalent Billing Units. The number of Equivalent
Billing Units served by the System as of the Closing Date shall be no fewer
than 20,150.

-31-
<PAGE> 36

6.1.9 Refunds. No proceeding shall be pending before or
threatened by any Governmental Authority or the FCC which reasonably could be
expected to result in aggregate refund liabilities due to subscribers in
connection with the rates of the System in excess of $500,000 for all periods
prior to the Adjustment Time.

6.1.10 Access Agreements. All access agreements that have
expired and that are necessary to permit Seller to operate the System lawfully
in the manner in which it is operated in all material respects, shall have been
renewed on terms reasonably satisfactory to Buyer.

6.1.11 Oral Agreements. All oral easements necessary to
permit Seller to operate the System lawfully in the manner in which it is
currently operated in all material respects, and all oral bulk subscriber
agreements, shall have been reduced to writing on terms reasonably satisfactory
to Buyer.

6.2. 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 of each
of the following conditions, which may be waived by Seller:

6.2.1 Accuracy of Representations; Performance of
Agreements; and Officer's Certificate. All of the representations and
warranties of Buyer contained in this Agreement shall be true and correct in
all material respects at and as of the Closing Date, and Buyer 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 the Closing. Buyer shall have furnished
Seller with an executed certificate of its President or any Vice President,
dated as of the Closing, certifying to the fulfillment of the foregoing
conditions.

6.2.2 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,
which enjoins, restrains, makes illegal, or prohibits consummation of the
transactions contemplated by this Agreement.

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

-32-
<PAGE> 37

6.2.4 Deliveries. Buyer shall have made or stand willing
and able to make all the deliveries to Seller set forth in Section 7.3.

6.2.5 Consents. Seller shall have obtained each of the
Consents.

6.2.6 Equivalent Billing Units. The number of Equivalent
Billing Units served by the System as of the Closing Date shall be no fewer
than 20,150.

6.2.7 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
Seller'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.

6.2.8 Refunds. No proceeding shall be pending before or
threatened by any Governmental Authority or the FCC which reasonably could be
expected to result in aggregate refund liabilities due to subscribers in
connection with the rates of the System in excess of $500,000 for all periods
prior to the Adjustment Time.

6.2.9 Programming Agreements. Seller shall be reasonably
satisfied that arrangements shall have been made to terminate, effective as of
the Closing Date, each of Seller's programming agreements insofar as they cover
the System, other than the retransmission consent agreements that Buyer has
agreed to assume, on terms which would not be materially adverse to Seller.

7. CLOSING.

7.1 Time and Place. Subject to the satisfaction of the conditions
set forth in Sections 6.1 and 6.2, the Closing shall be held in the offices of
Bryan Cave, 700 13th St. N.W., Washington, D.C., on such date as Buyer and
Seller may mutually agree; provided, however, that the Closing shall occur
simultaneously with the closing under the Manassas Park Purchase Agreement.
Notwithstanding the foregoing, if the closing does not occur on or prior to
September 1, 1995 (the "Outside Closing Date"), any party that is not then in
default under the Agreement may terminate the Agreement by notice to the other
party given on or after the Outside Closing Date; provided, however, that if
either party determines in good faith that by the Outside Closing Date, the
only conditions to Closing which will not have yet been fulfilled are those set
forth in Sections 6.1.2, 6.1.4, 6.1.9, 6.1.10, 6.1.11, 6.2.3, 6.2.5, 6.2.8 and
6.2.9, such

-33-
<PAGE> 38

party shall have the right (if it is not then in default under the Agreement)
upon notice to the other party given prior to the Outside Closing Date, to
extend the Outside Closing Date to January 2, 1996 (with the Closing to occur
earlier if all conditions precedent have been fulfilled prior to January 2,
1996).

7.2 Adjustments for Extended Outside Closing Date. If the Outside
Closing Date is extended beyond September 1, 1995 and the Closing occurs, the
Purchase Price shall be adjusted upwards by the aggregate amounts expended by
Seller between September 1, 1995 and the extended Outside Closing Date on
capital projects for the System so long as Seller has received Buyer's prior
written approval prior to expending such amounts; provided, that Buyer will
approve such expenditures and projects which are in accordance with past
practices of the System and in accordance with Franchise requirements, and
reasonable in amount and purpose.

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

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

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

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

7.3.4 Consents. The original of each Consent;

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

7.3.6 Noncompetition Agreements. Each executed
Noncompetition Agreement;

-34-
<PAGE> 39

7.3.7 Opinions of Counsel. The opinion of Bryan Cave,
Seller's counsel, and the opinion of Cole, Raywid and Braverman, Seller's
special FCC counsel, each addressed to Buyer and dated as of the Closing Date,
substantially in the forms attached hereto as Exhibits F-1 and F-2,
respectively;

7.3.8 Assignment and Assumption Agreement. An executed
counterpart of an Assignment and Assumption Agreement, substantially in the
form attached hereto as Exhibit G;

7.3.9 Indemnity Escrow Agreement. An executed counterpart
of the Indemnity Escrow Agreement; and

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

7.4 Buyer's Obligations. At the Closing, Buyer shall deliver or
cause to be delivered to Seller the following:

7.4.1 Purchase Price. The Purchase Price, payable as
provided in Section 2.4.1;

7.4.2 Assignment and Assumption Agreement. An executed
counterpart of an Assignment and Assumption Agreement, substantially in the
form attached hereto as Exhibit G;

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

7.4.4 Opinion of Counsel. An opinion of Elizabeth M.
Steele, Buyer's General Counsel, substantially in the form of Exhibit H;

7.4.5 Indemnity Escrow Agreement. An executed counterpart
of the Indemnity Escrow Agreement; and

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

-35-
<PAGE> 40

8. TERMINATION.

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

(i) at any time, by the mutual agreement of Buyer and
Seller;

(ii) by either Buyer or Seller, 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 when made or when otherwise required by
this Agreement to be true and accurate, provided that
such breach, default or misrepresentation is
incapable of cure or has not been cured within 15
calendar days after receipt of written notice of such
breach, default or misrepresentation from the other
party;

(iii) by either Buyer or Seller, 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) a
breach or default by such party of its respective
covenants, agreements, or other obligations
hereunder, or (b) 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

(iv) as otherwise provided in this Agreement.

8.2 Effect of Termination.

-36-
<PAGE> 41

transaction 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 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 Sections 8.2.2 and 8.2.3 below.

8.2.2 Buyer's Remedies. If both (a) this Agreement is
terminated prior to the Closing by Buyer pursuant to Section 8.1(ii) or (iii)
and (b) Seller is in breach in any material respect of any of its
representations and warranties made herein or its covenants or agreements made
herein (and Buyer is not in breach in any material respect of any of its
representations and warranties made herein or its covenants or agreements made
herein), the Deposit and all accrued interest thereon shall be returned to
Buyer, and Buyer shall also have as its sole and exclusive remedy (in addition
to its right to receive the Deposit and all accrued interest thereon) the right
to seek monetary damages from Seller; provided, however, that such damages
shall be limited to a dollar amount equal to the amount of the Deposit and the
amount of interest accrued thereon as of the date the Agreement is terminated;
and provided further, that unless such breach by Seller was caused by Seller's
intentional conduct, recklessness or gross negligence, Buyer shall neither be
entitled to make any claim against Seller for, nor be entitled to damages from
Seller for, any anticipated profits it lost as a result of Buyer's not
acquiring the System; and provided further, that nothing in this Section 8.2.2
shall be an admission by Seller that Buyer shall be entitled to damages for
anticipated profits under any circumstances.

8.2.3 Seller's Remedies. If both (a) this Agreement is
terminated prior to the Closing by Seller pursuant to Section 8.1(ii) or (iii)
and (b) Buyer is in breach in any material respect of any of its
representations and warranties made herein or its covenants or agreements made
herein (and Seller is not in breach in any material respect of any of its
representations and warranties made herein or its covenants or agreements made
herein), then Seller shall have as its sole and exclusive remedy the right to
receive the Deposit and all interest accrued thereon as liquidated damages and
not as a penalty.

9. SURVIVAL OF REPRESENTATIONS AND INDEMNITY.

-37-
<PAGE> 42

Closing Date as specified herein. The representations and warranties 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 Section 3.10, which shall survive
for the period of the applicable statute or limitations. Notwithstanding the
limitation contained in the preceding sentence, there shall be no time
limitation or restriction other than as provided by law for pending claims
hereunder that were made on or before the date which is 12 months after the
Closing Date.

9.2 Seller's Indemnity. Notwithstanding the Closing, and
regardless of any investigation made at any time by or on behalf of Buyer or
any information Buyer may have, Seller shall indemnify and hold Buyer, its
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:

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

(ii) all refund liabilities due to subscribers for periods
before the Adjustment Time that arise in connection
with rate proceedings;

(iii) the operation of the System prior to the Adjustment
Time;

(iv) any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the
part of Seller under this Agreement or any
Transaction Document, except such as may have been
disclosed in writing by Seller to Buyer at Closing
and waived by Buyer at Closing; and

(v) 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 the Closing.

9.3 Buyer's Indemnity. Notwithstanding the Closing, and
regardless of any investigation made at any time by or on behalf of Seller or
any information Seller may have, Buyer shall indemnify and hold Seller, its
affiliates, officers, directors, employees, agents, and representatives, and
any Person claiming by or

-38-
<PAGE> 43

through any of them, as the case may be, from and against any Losses arising
out of or resulting from:

(i) the Assumed Liabilities; and

(ii) any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the
part of Buyer under this Agreement or any Transaction
Document.

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,
except to the extent the Indemnitee is prejudiced thereby. 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 Determination of Indemnification Amounts.. Seller and Buyer
shall have no liability under Sections 9.2 and 9.3, respectively, unless the
aggregate amount of Losses otherwise subject to its indemnification obligations
thereunder exceeds $50,000 (the "Threshold Amount"); provided, however, that
when the Losses of an Indemnitee exceed the Threshold Amount, the Indemnitor
shall be liable for the Indemnitee's aggregate Losses of the Threshold Amount
and any Losses in excess of the Threshold Amount. All Losses shall be computed
net of any insurance proceeds received which reduces the Losses that would
otherwise be sustained.

-39-
<PAGE> 44

to this Agreement, other than any (i) claims for a breach of Seller's
representation set forth in Section 3.10, (ii) claims of fraud on the part of
Seller in connection with this Agreement or the transactions contemplated
hereby or (iii) claims for breach by any General Partner of its Noncompetition
Agreement, shall be under the Indemnity Escrow Agreement.

10. CONFIDENTIALITY AND PRESS RELEASES.

10.1 Confidentiality. Each party shall maintain the
confidentiality of all documents or other information or data of the other
party, whether written or oral, and furnished to such party or its employees,
agents or consultants in the course of the negotiation of this Agreement or in
connection with the transactions contemplated hereby (the "Information"). Each
party will hold and will use all reasonable efforts to cause its officers,
directors, partners, employees, lenders, accountants, representatives, agents,
consultants and advisors to hold in strict confidence all of the Information,
and will not, without the prior written consent of the other party, (i) use the
Information for any purpose other than in connection with the transactions
contemplated by this Agreement or (ii) release or disclose any Information to
any other person, except to such foregoing persons, and to potential venturers
or partners of Buyer, who need to know the Information in connection with the
transactions contemplated by this Agreement, who are informed by Buyer of the
confidential nature of the Information and who agree to be bound by the terms
and conditions hereof. Notwithstanding the foregoing, the following will not
constitute Information for the purposes of this letter:

(a) information that a party can show was known by it,
its directors, officers, partners, employees, consultants or by its affiliates
prior to the disclosure thereof by the other party;

(b) information that is or becomes generally available to
the public other than as a result of a disclosure directly or indirectly by the
party or its directors, officers, partners, employees or consultants in breach
of this Section 10;

(c) information that is independently developed by such
party, its directors, officers, partners, employees, consultants or its
affiliates; or

(d) information that is or becomes available to such
party on a non-confidential basis from a source other than the other party or
its directors, officers, partners, employees, provided that such source is not
known by the party receiving the Information to be bound by any obligation of
confidentiality in relation thereto.

-40-
<PAGE> 45

10.2 Press Releases. Neither Buyer nor Seller will issue (or allow
their affiliates, brokers, agents or representatives to issue) any press
release or make any public statement, written or oral, of the existence or
terms of this Agreement or the transactions contemplated hereby without the
consent of the other party, except as may be required by applicable law,
listing agreement with any securities exchange or similar agreement or
requirement, in which case the parties hereto shall consult on the content of
any disclosure prior to its public dissemination; provided, however, that Buyer
understands that from time to time, Seller must advise its limited partners
with respect to this Agreement and the transactions contemplated hereby, and
Buyer will not unreasonably withhold its consent to such communications. 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 party hereto 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 it will
have any liability, except (a) Buyer has retained Jones Financial Group, Ltd.
(the "Group") as its sole broker and finder in connection with this Agreement
and the transaction contemplated hereby, and Buyer has agreed to pay the entire
commission of the Group and (b) Seller has retained Waller Capital Corporation
("Waller") as its sole broker and finder in connection with this Agreement and
the transactions contemplated hereby, and Seller has agreed to pay the entire
commission of Waller. Buyer shall have no liability or responsibility for the
commission payable to Waller. Seller shall have no liability or responsibility
for the commissions payable to Group. Buyer shall indemnify and hold Seller
harmless against and in respect of any breach by it of the provisions of this
Section 11, and Seller shall indemnify and hold Buyer harmless against and in
respect of any breach by it of the provisions of this Section 11.

12. CASUALTY LOSSES.

-41-
<PAGE> 46

operations of any material portion of the System or replacement or restoration
of the lost or damaged Assets, Seller shall immediately notify Buyer in writing
of its inability to resume normal operations or to replace or restore the lost
or damaged Assets, and Buyer, at any time within 10 days after receipt of such
notice, may elect by written notice to Seller 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 Buyer elects to terminate
this Agreement, Buyer and Seller shall stand fully released and discharged of
any and all obligations hereunder, and the Deposit and all interest accrued
thereon shall be returned to Buyer. If Buyer shall elect to consummate the
transaction 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 Seller to
Buyer, or the rights thereto shall be assigned by Seller to Buyer if not yet
paid over to Seller.

13. MISCELLANEOUS.

13.1 Further Assurances. From time to time after the Closing,
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 necessary or proper to transfer to Buyer all of Seller's right,
title, and interest in and to the Assets. Such efforts and assistance shall be
without cost to Buyer.

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
overnight courier, to the following addresses, or at such other address as a
party may designate by notice given in accordance with this Section 13.2:

(i) If to Buyer:

Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attention: President
Facsimile No.: (303) 799-1644

-42-
<PAGE> 47

With a copy to:

Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Attention: General Counsel
Facsimile No.: (303) 799-1644

(ii) If to Seller:

Benchmark/Manassas Cable Fund Limited Partnership
c/o Benchmark Communications Limited Partnership
21545 Ridgetop Circle
Sterling, Virginia 20166
Attn: R. Calvin Sutliff, Jr. and C. Philip Rainwater
Facsimile No. (703) 444-9797

With a copy to:

R. Calvin Sutliff, Jr.
4347 Hawthorne Street, N.W.
Washington, D.C. 20016
Facsimile No. (202) 364-8578

and to

Bryan Cave
700 Thirteenth Street, N.W.
Washington, D.C. 20006
Attn: William F. Bavinger, Esq.
Facsimile No. (202) 508-6200

Notices delivered personally, by overnight courier or by registered or
certified mail shall be effective upon receipt by the intended recipient.
Notices transmitted by facsimile transmission shall be effective when
confirmation of transmission is received.

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, however, that Seller may distribute an undivided interest in
the Assets to one or more of its partners (each a "Distributee"), who shall
agree to

-43-
<PAGE> 48

be bound by the terms and conditions under this Agreement and shall assign his
or its rights and delegate all of his or its obligations under this Agreement
to a Qualified Intermediary for purposes of executing a tax deferred exchange
pursuant to the provisions of Section 1031 of the Internal Revenue Code of
1986, as amended, and in that event Buyer agrees to deliver the related portion
of the Purchase Price to such Qualified Intermediary as instructed by the
Distributee and approved by the Seller and; provided further, that Seller may
only make such distribution and the Distributees may only make such assignments
and delegations to a Qualified Intermediary if such actions would not violate
the terms of the Franchises or any other Legal Requirement. 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 Taxes. Any sales, use, transfer or documentary taxes imposed
by any Governmental Authority in connection with the sale and delivery of the
Assets and rights acquired by Buyer under this Agreement shall be paid one-half
by Seller and one-half by Buyer.

13.6 Collection of Accounts. From and after the Closing Date,
Buyer 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 Seller any checks or drafts received on account of any
such items.

13.7 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 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.

13.8 Counterparts. This Agreement may be executed in one or more
counterparts with the same effect as if all of the signatures on such
counterparts

-44-
<PAGE> 49

appeared on one document. All executed counterparts shall together constitute
one and the same agreement.

13.9 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.

13.10 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.

13.11 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 Commonwealth of Virginia,
without giving effect to the principles of conflicts of law of such State.

13.12 Third Parties; Joint Ventures. This Agreement constitutes an
agreement solely among the parties hereto for their benefit, 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 Seller) 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.

13.13 Construction. This Agreement has been negotiated by Buyer and
Seller 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.

13.14 Allocation of the Purchase Price. The Purchase Price shall be
allocated among the Assets as determined by Kane Reece Associates, Inc. or
another appraiser of cable television assets acceptable to both parties.

-45-
<PAGE> 50

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

SELLER:

BENCHMARK/MANASSAS CABLE FUND
LIMITED PARTNERSHIP,
a Virginia limited partnership

By: /s/ R. Calvin Sutliff, Jr.
-------------------------------------------
R. Calvin Sutliff, Jr., a General Partner

By: /s/ C. Philip Rainwater
-------------------------------------------
C. Philip Rainwater, a General Partner

BUYER:

JONES INTERCABLE, INC.,
a Colorado corporation

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

-46-

<PAGE> 1

ASSET PURCHASE AGREEMENT

BETWEEN

CABLEVISION OF MANASSAS PARK, INC.

AND

JONES INTERCABLE, INC.

DATED

MAY 31, 1995

EXHIBIT 2.2

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Purchase and Sale of the Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1 Agreement to Purchase and Sell . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Excluded Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5 Subscriber Adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.6 Current Items Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.7 Subscriber Adjustment and Current Items Amount Calculated. . . . . . . . . . . . 11
2.8 Assumption of Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3. Seller's Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.3 System Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.4 No Other Operators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.5 Title and Condition of Personal Property . . . . . . . . . . . . . . . . . . . . 13
3.6 Franchises, Licenses, and Contracts. . . . . . . . . . . . . . . . . . . . . . . 14
3.7 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.9 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.11 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.12 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.13 Compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . 17
3.14 Environmental Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . 20
3.15 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.16 Non-Infringement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.17 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.18 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.19 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.20 Accuracy of Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.21 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.22 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . 22
4. Buyer's Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.5 Taxpayer Identification Number . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
5. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.1 Seller's Pre-Closing Obligations . . . . . . . . . . . . . . . . . . . . . . . . 23
5.2 Engineering Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.3 Employees of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.4 Forms 394 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.5 HSR Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.6 Billing Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.7 Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.8 Programming Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.9 Post-Closing Rate Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 29
6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.1 Conditions Precedent to Buyer's Obligations . . . . . . . . . . . . . . . . . . 29
6.2 Conditions Precedent To Seller's Obligations . . . . . . . . . . . . . . . . . . 31
7. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.1 Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.2 Adjustments for Extended Outside Closing Date . . . . . . . . . . . . . . . . . 33
7.3 Seller's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.4 Buyer's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.1 Termination Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9. Survival of Representations and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.1 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . 37
9.2 Seller's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.3 Buyer's Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.4 Procedure for Indemnified Third Party Claim . . . . . . . . . . . . . . . . . . 38
9.5 Determination of Indemnification Amounts . . . . . . . . . . . . . . . . . . . . 38
9.6 Indemnity Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10. Confidentiality and Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.1 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.2 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11. Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12. Casualty Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.3 Assignment; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.6 Collection of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.7 Entire Agreement; Amendments; and Waivers . . . . . . . . . . . . . . . . . . . 43
</TABLE>

-ii-

<PAGE> 4

<TABLE>
<S> <C>
13.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.10 Schedules and Exhibits; Headings . . . . . . . . . . . . . . . . . . . . . . . 44
13.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.12 Third Parties; Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.13 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.14 Allocation of the Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 44

EXHIBITS TO THE AGREEMENT
Exhibit A Form of Noncompetition Agreement
Exhibit B Form of Indemnity Escrow Agreement
Exhibit C Form of Franchise Transfer Consent
Exhibit D Form of Third Party Consent
Exhibit E Form of Bill of Sale
Exhibit F Form of Opinion of Seller's Counsel
Exhibit G Form of Assignment and Assumption Agreement
Exhibit H Opinion of Buyer's Counsel

SCHEDULES TO THE AGREEMENT
Schedule 3.3 System Information
Schedule 3.4 Other Operators
Schedule 3.5 Personal Property
Schedule 3.6 Franchises, Licenses and Contracts
Schedule 3.7 Conflicts
Schedule 3.8 Litigation and Other Proceedings
Schedule 3.13.1 Violations of Legal Requirements
Schedule 3.13.2 Requests for Network Nonduplication and Syndex
Schedule 3.15 Real Property
Schedule 3.19 Bonds
Schedule 5.1.2 Marketing, Advertising and Promotional Activities
and Expenditures
</TABLE>

-iii-

<PAGE> 5

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the 31st day
of May, 1995, by and between JONES INTERCABLE, INC., a Colorado corporation
("Buyer"), and CABLEVISION OF MANASSAS PARK, INC., a Virginia corporation
("Seller").

RECITALS

A. Seller owns and operates a cable television system that is
franchised or holds other operating authority and operates in the communities
of Manassas Park, Virginia and certain portions of Prince William County,
Virginia.

B. Seller desires to sell, and Buyer desires to purchase,
substantially all of the assets comprising the System, on the terms and
conditions set forth in this Agreement.

AGREEMENTS

In consideration of the mutual promises and covenants hereinafter set
forth, and for other consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer and Seller 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 "Accounts Receivable" means the rights of Seller to payment
for services rendered by Seller prior to the Closing Date in connection with
the operation of the System, as reflected on the billing records of Seller.

1.2 "Assumed Contracts" means (i) all Contracts listed in Schedule
3.6 hereto designated with an asterisk to indicate that such Contracts will be
assumed by Buyer; (ii) any Contracts entered into by Seller 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, other than Contracts which would involve any
payment by Buyer after the Closing of more than $5,000 or are for
retransmission consent or programming for which Buyer has not given its prior

<PAGE> 6

written approval; and (iii) subscription agreements with individual residential
subscribers for the cable services provided by the System.

1.3 "Basic Subscriber" means each residential customer or resident
of a multiple dwelling unit who pays directly to Seller for Limited Basic
Service (as described in Schedule 3.3) (either alone or in combination with any
other service) from the System, and (i) who has been a subscriber for at least
two months and who has paid at least two months' payment in full without
discount (or, for purposes of Section 2.5 only, who has been a subscriber for
less than two months, provided that any such subscriber remains a subscriber
after the Closing Date for the remainder of such two month period and pays in
full without discount for each such month within 60 days after the billing
date); (ii) 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 Seller and/or (B) disputed amounts); and
(iii) who has not given or been given notice of termination and who, consistent
with Seller's standing policy, should not have been given notice of
termination.

1.4 "Benchmark/Manassas Purchase Agreement" means that certain
Asset Purchase Agreement between Buyer and Benchmark/Manassas Cable Fund
Limited Partnership, dated the date hereof.

1.5 "Bulk Subscriber" means any commercial establishment (e.g.,
any hotel or motel) or multiple dwelling unit establishment (e.g., any
apartment, condominium or cooperative building) served by the System that pays
a bulk rate for the System's Limited Basic Service (either alone or in
combination with any other service), provided that such establishment (i) has
been a bulk subscriber for at least two months and has paid at least two
months' 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 Seller'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 establishment's account with Seller is more than 60 days past
due from the first day of the period to which any outstanding bill relates.

1.6 "City of Manassas System" means that certain cable television
system described in the Benchmark/Manassas Purchase Agreement.

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

-2-

<PAGE> 7

1.8 "Closing Date" means the date of the Closing.

1.9 "Consents" means all of the consents, permits or approvals
required under the Franchises, Licenses, Assumed Contracts or under any Legal
Requirement or otherwise for (i) Seller to transfer the Assets to Buyer or
otherwise to consummate lawfully the transaction contemplated hereby; (ii)
Buyer to conduct the business of the System and to own, lease, use and operate
the Assets at the places and in all material respects in the manner in which
the business of the System is conducted as of the date of this Agreement and on
the Closing Date and (iii) Buyer to assume and perform the Franchises, Licenses
and Assumed Contracts.

1.10 "Contracts" means all leases, private easements, private
rights-of-way, multiple dwelling unit agreements, programming agreements, pole
attachment and conduit agreements, subscriber agreements and other agreements,
written or oral (including any amendments and other modifications thereto) to
which Seller is a party and which affect the Assets or the business or
operations of the System in any material respect, and (i) which are in effect
on the date hereof, or (ii) which are entered into by Seller in the ordinary
course of business as permitted by this Agreement between the date of this
Agreement and the Closing Date.

1.11 "Environmental Laws" means any federal, state or local law or
regulation relating to the pollution or protection of air, land or water, or
any combination thereof.

1.12 "Equivalent Billing Units" means that number of subscribers to
the System calculated by dividing by $26.12 the sum of the aggregate monthly
billings, before nonrecurring charges or credits, for the month in which such
calculation is being made, attributable to (i) the Basic Subscribers for
Limited Basic Service, Standard Tier Service (as described in Schedule 3.3) and
Super 2 Service (as described in Schedule 3.3) (excluding billings in each
instance for service in any month other than the month for which the Equivalent
Billing Units are being calculated and charges relating to services other than
Limited Basic Service, Standard Tier Service and Super 2 Service, such as,
without limitation, charges for remotes, cable guides, premium services, taxes,
copyright fees and late charges) and (ii) commercial revenues of the Bulk
Subscribers (excluding billings in each instance for service in any month other
than the month for which the Equivalent Billing Units are being calculated).
For purposes of making the calculation in this formula, payments on account of
monthly billings to a

-3-

<PAGE> 8

subscriber will be deemed to be due on the first day of the month during which
the service to which the billing relates is provided.

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

1.14 "FCC" means the Federal Communications Commission.

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

1.16 "Governmental Authority" means (i) 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 (ii) 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.

1.17 "Hazardous Substances" means (i) any "hazardous waste" as
defined by the Resources Conservation and Recovery Act of 1976 ("RCRA") (42
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, 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; and (vii) any substance in
quantities or concentrations of which the presence, use, treatment, storage or
disposal of which on the Real Property is prohibited by any Environmental Law.

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

-4-
<PAGE> 9

1.19 "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.

1.20 "Knowledge" of any Person of or with respect to any matter
means that such Person (if a natural person) or any of the officers, directors,
and senior managers of such Person (if not a natural Person) has actual
awareness or knowledge of such matter.

1.21 "Legal Requirements" means applicable common law and any
applicable 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.

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

1.23 "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 lien, 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, Contract or otherwise.

1.24 "Litigation" means any action, suit, proceeding, arbitration,
investigation or hearing that has been commenced or threatened and could result
in a Judgment.

1.25 "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.

-5-
<PAGE> 10

1.26 "Noncompetition Agreements" means the Noncompetition
Agreements of Seller and R. Calvin Sutliff, Jr., substantially in the form
attached hereto as Exhibit A.

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

1.28 "Personal Property" means all of the equipment, plant,
inventory, spare parts, supplies and other tangible personal property which are
owned or leased by Seller and used or useful as of the date hereof in the
conduct of the business or operations of the System, including, without
limitation, 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, 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.

1.29 "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 (excluding the fee interest in the office building located
at 9102 Manassas Drive, Manassas Park, Virginia, but including the interest of
Seller as lessee of that property) which are used by Seller, or owned by Seller
and useful, as of the date of this Agreement, in the conduct of the business or
operations of the System, 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.

1.30 "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.

1.31 "Transaction Documents" means all instruments and documents
executed and delivered by Buyer or Seller or any officer, director, partner or

-6-
<PAGE> 11

affiliate of either of them in connection with this Agreement or the
transaction contemplated hereby.

1.32 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>
Adjustment Time 2.6
Assets 2.1
Assumed Liabilities 2.8
Balance Sheet 3.11
Buyer Preamble
Cable Act 3.13.4
CLI 3.13.6
Communications Act 3.13.3
Current Items Amount 2.6
Deposit 2.3
Escrow Agent 2.3
Excluded Assets 2.2
Forms 394 5.6
Group 11
Indemnity Escrow Agreement 2.4.1
Indemnitee 9.3
Indemnitor 9.3
Information 10.1
Initial Adjustment Certificate 2.7
Non-hired Employee 5.5
Outside Closing Date 7.1
Permitted Liens 5.3
Purchase Price 2.4
Seller Preamble
Signals 3.13.2
Subscriber Adjustment Amount 2.5
System(s) Recitals
Threshold Amount 9.5
Title Commitment 5.3
Title Defect 5.3
Waller 11
</TABLE>

-7-
<PAGE> 12

2. PURCHASE AND SALE OF THE ASSETS.

2.1 Agreement to Purchase and Sell. Subject to the terms and
conditions set forth in this Agreement, at the Closing Seller shall sell,
convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from
Seller, for the Purchase Price, 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 System (the "Assets"):

(i) the Personal Property;

(ii) the Real Property;

(iii) the Franchises;

(iv) the Assumed Contracts;

(v) the Accounts Receivable;

(vi) the Licenses;

(vii) all of Seller's proprietary information, technical
information and data, machinery and equipment
warranties, maps, computer disks and tapes, plans,
diagrams, blueprints and schematics relating to the
System, other than as any of the foregoing relate to
the Excluded Assets;

(viii) all books and records relating to the business or
operations of the System, including executed copies
of the Assumed Contracts and correspondence relating
to retransmission agreements and must-carry
elections, filings with the FCC or local Governmental
Authorities and all backup information upon which any
such filings are based, subject to the right of
Seller to have such books and records made available
to Seller for a reasonable period, not to exceed
three years from the Closing Date;

(ix) the goodwill and going concern value generated by
Seller with respect to the System, if any; and

-8-
<PAGE> 13

(x) all intangible assets of Seller relating to the
System not specifically described above.

2.2 Excluded Assets. The following assets shall not be
transferred to Buyer by Seller and are specifically excluded from the Assets:

(i) Seller's cash on hand as of the Closing Date
and all other cash in any of Seller's bank or
savings accounts, any notes, accounts and
claims receivable from any affiliate of
Seller, any "Other" receivables shown on
Seller's financial statements, any insurance
policies and rights and claims thereunder
(unless assigned to Buyer pursuant to Section
12 hereof), any deposits under utility, pole
rental and similar agreements for which no
adjustment pursuant to Section 2.6.2 has been
made, any construction and performance bonds,
letters of credit, surety instruments or
other similar items, and any cash surrender
value in regard thereto, and any stocks,
bonds, certificates of deposit, financial
instruments and similar investments;

(ii) any Contracts other than the Assumed
Contracts;

(iii) Seller's account books or original entry and
general ledgers, corporate agreements and
minute books, financial records and tax
returns, loan agreements, and other books,
records and agreements related to internal
corporate matters and financial relationships
with Seller's lenders, and any books and
records that Seller is required by law to
retain, subject to the right of Buyer to have
access to and to copy portions of such books
and records which are relevant to Buyer's
ownership and operation of the System, for a
reasonable period, not to exceed three years
from the Closing Date, at Buyer's sole
expense and during usual business hours upon
reasonable prior notice to Seller;

(iv) 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; and

(v) the trademarks, trade names, service marks
and all other information and similar
intangible assets relating to Seller or

-9-
<PAGE> 14

the System; provided, however, that for a
period of 120 days after the Closing Date,
Buyer shall have the right to operate the
System using Seller's name and all
derivations of such name and related
tradenames, trade names and service marks in
use in the System on the Closing Date.

2.3 Deposit. Upon execution and delivery of this Agreement by
Seller and Buyer, Buyer shall deliver $535,000 (the "Deposit") to Colorado
National Bank ("Escrow Agent"), to be held and applied pursuant to the terms of
that certain Deposit Escrow Agreement, dated the date hereof, by and among
Seller, Buyer and Escrow Agent.

2.4 Purchase Price. Subject to the terms and conditions of this
Agreement, at the Closing, Buyer shall deliver to Seller by wire transfer of
immediately available funds, to such account or accounts as are designated in
writing by Seller to Buyer, the sum of $12,100,000 (the "Purchase Price"),
which sum shall be (i) reduced by the amount of the Deposit, which is to be
retained by the Escrow Agent to secure payment by Seller of any indemnification
obligations to Buyer in accordance with the terms of an indemnity escrow
agreement in substantially the form attached hereto as Exhibit B (the
"Indemnity Escrow Agreement") to be delivered by Buyer, Seller and Escrow Agent
at Closing, and (ii) subject to upward or downward adjustment, as the case may
be, pursuant to Sections 2.5, 2.6 and 7.2 below. At Closing, the interest
accrued on the Deposit will be delivered by Escrow Agent to Buyer.

2.5 Subscriber Adjustment. The Purchase Price shall be reduced by
an amount equal to $2,421 for each Equivalent Billing Unit less than 4,998 as
of the Closing (the "Subscriber Adjustment Amount") if, at Closing, the System
has fewer than 4,998 Equivalent Billing Units and the System, together with the
Manassas Park System, have fewer than 25,449 Equivalent Billing Units.

2.6 Current Items Amount. Buyer or Seller, as appropriate, shall
pay to the other (by increasing or decreasing the Purchase Price paid to Buyer
at the Closing) the net amount of the adjustments and prorations effected
pursuant to Sections 2.6.1, 2.6.2 and 2.6.3 below (the "Current Items Amount").
The adjustments provided for herein shall be made as of the close of business
(5:00 p.m., Eastern time) on the Closing Date (the "Adjustment Time").

2.6.1 Accounts Receivable. Seller shall be entitled to an
amount equal to the sum of (i) 100% 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) 90% of the face amount of all Accounts Receivable that are
between 31 days and 60

-10-
<PAGE> 15

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.

2.6.2 Advance Payments and Deposits. Buyer shall be entitled
to an amount equal to the aggregate of (i) all deposits of subscribers of the
System for converters, decoders, and similar items, and (ii) all payments for
services to be rendered to subscribers of the System after the Adjustment Time.
Seller shall be entitled to an amount equal to the aggregate of all deposits
made under utility, pole rental and similar agreements.

2.6.3 Expenses. As of the Adjustment Time, the following
expenses shall be prorated, in accordance with generally accepted accounting
principles, so that all expenses for periods prior to the Adjustment Time shall
be for the account of Seller, and all expenses for periods after the Adjustment
Time shall be for the account of Buyer: (i) all payments and charges under the
Franchises, the Licenses, and the Assumed Contracts; (ii) the annual FCC
regulatory fees; (iii) Taxes levied or assessed against any of the Assets; (iv)
Taxes, if any, payable with respect to cable television service and related
sales to subscribers of the System; (v) charges for utilities and other goods
or services furnished to the System; (vi) copyright fees based on signal
carriage by the System; (vii) all refund liabilities due to subscribers in
connection with the rates of the System; and (viii) all other items of expense
relating to the System; provided, however, that Seller and Buyer shall not
prorate any items of expense payable under any Excluded Assets, all of which
shall remain and be solely for the account of Seller.

2.7 Subscriber Adjustment and Current Items Amount Calculated.
The Subscriber Adjustment Amount and Current Items Amount shall be estimated in
good faith by Seller, 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 Seller and delivered to Buyer
not later than ten days prior to the Closing. Seller shall use reasonable
efforts to keep Buyer informed during its preparation of the Initial Adjustment
Certificate. If accepted by Buyer, the Initial Adjustment Certificate shall
constitute the basis on which the Subscriber Adjustment Amount and Current
Items Amount are calculated for purposes of the Closing. Seller and Buyer
shall endeavor in good faith to agree upon the actual Subscriber Adjustment
Amount and Current Items Amount within 90 days after the Closing. Seller or
Buyer, as appropriate, shall pay to the other party within 5 business days
after the final determination the amount by which the parties agree that the
Subscriber Adjustment Amount and

-11-
<PAGE> 16

Current Items Amount differ from the Subscriber Adjustment Amount and
Current Items Amount as estimated in the Initial Adjustment Certificate. Any
amounts in dispute at the end of such 90 day period will be determined within
120 days after the Closing Date by an accounting firm mutually agreed upon by
the parties, whose determination will be conclusive. Buyer and Seller will
each be responsible for one-half of the fees and expenses payable to such firm
in connection with such determination. The payment required after determination
of all disputed amounts will be made by the responsible party within five
business days after the final determination.

3. SELLER'S REPRESENTATIONS.

Seller represents, warrants and covenants to Buyer as follows:

3.1 Organization and Qualification. Seller is a corporation duly
incorporated, validly existing, and in good standing under the laws of the
Commonwealth of Virginia, 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.

3.2 Authorization. Seller 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 Seller have been duly and validly
authorized and approved by all necessary action on the part of Seller,
including by all necessary actions of the shareholders of Seller. This
Agreement has been duly and validly executed and delivered by Seller, and is
the valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms.

-12-
<PAGE> 17

3.3 System Information. Schedule 3.3 sets forth a materially true
and accurate description of the following information:

(i) the number of miles of activated aerial and
underground cable included in the Assets;

(ii) the minimum number of passings of the System;

(iv) the number of Equivalent Billing Units of the System,
calculated in accordance with the formula described
in Section 1.9 above;

(vi) each agreement pursuant to which any broadcast
station listed in Schedule 3.3 is carried by the
System.

3.5 Title and Condition of Personal Property. Schedule 3.5
contains a complete description of all material items of Personal Property,
other than the Excluded Assets. The Personal Property constitutes all personal
property necessary to conduct lawfully and properly the business or operations
of the System as now conducted. No fewer than 90% of all converters of the
System are 550MHz capable. Except as described on Schedule 3.5, Seller has
good and marketable title to all of the Personal Property, free and clear of
all Liens,

-13-
<PAGE> 18

except ad valorem Taxes not yet due and payable. All the Personal Property is
in good working order and repair, ordinary wear and tear excepted.

3.6 Franchises, Licenses, and Contracts. Schedule 3.6 contains a
description of all of the Franchises, Licenses and Contracts, other than: (i)
subscription agreements with individual residential subscribers for the cable
services provided by the System in the ordinary course of business which may be
cancelled by the System without penalty on not more than 30 days notice, and
(ii) programming agreements, except for retransmission consent agreements which
Buyer has agreed to assume. Seller has delivered to Buyer true and complete
copies of each of the Franchises, Licenses, and written Contracts, including
any amendments thereto, other than Contracts described in clauses (i) and (ii)
above and motor vehicle leases. Each of the Franchises, Licenses, and
Contracts is valid, in full force and effect, and enforceable in all material
respects in accordance with its terms against the parties thereto other than
Seller, and Seller has fulfilled when due, or has taken all action necessary to
enable it to fulfill when due, all of its material obligations thereunder.
There is no uncured material default (without regard to lapse of time, the
giving of notice, the election of any Person other than Seller, or any
combination thereof) by Seller nor, to the knowledge of Seller, is there any
uncured material default (without regard to lapse of time, the giving of
notice, the election of Seller, or any combination thereof) by any Person other
than Seller under any of the Franchises, Licenses, or Contracts. Neither
Seller nor, to the knowledge of Seller, any other Person is in arrears in the
performance or satisfaction of its material obligations under any of the
Franchises, Licenses, or Contracts, and no material waiver or indulgence has
been granted by any of the parties thereto. The Franchises and Licenses are,
and at Closing the Franchises, Licenses and Contracts will be sufficient to
permit Seller to operate the System lawfully in the manner in which it is
currently operated in all material respects.

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 Seller 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 Seller; (iii) conflict with,
violate, result in a material breach of, constitute a material 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 Contract; (iv) result in the creation or
imposition of any Lien against or upon any of the 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.

-14-
<PAGE> 19

3.8 Litigation. There is no outstanding Judgment against Seller
requiring Seller to take any action of any kind with respect to the Assets or
the operation of the System, or to which the System or the Assets are subject
or by which they are bound or affected, and there is no Litigation pending or,
to Seller's knowledge, threatened, against Seller which individually or in the
aggregate reasonably could be expected to result in any materially adverse
change in the financial condition or operation of the System or adversely
affect in any material respect the Assets or the ability of Seller to perform
its obligations under this Agreement. Except as described on Schedule 3.8,
there are no proceedings pending to which Seller is a party or, to Seller's
knowledge, threatened, nor have any demands been made by any Governmental
Authority, utility, pole lessor, or other party, which seek or reasonably could
be expected to result in the termination, modification, suspension or
limitation of Seller's rights or obligations with respect to the Franchises,
Licenses, or Contracts in any material respect. There are no claims, actions,
suits, proceedings or investigations pending or, to Seller's knowledge,
threatened, by or before any Governmental Authority, or any arbitrator, by or
against or affecting or relating to Seller which, if adversely determined,
would restrain or enjoin the consummation of the transactions contemplated by
this Agreement or declare unlawful the transactions or events contemplated by
this Agreement or cause any of such transactions to be rescinded. Nothing
contained in this Section 3.8, however, shall constitute any representation
with respect to any pending or threatened proceeding, Litigation or Judgment
regarding rates charged to subscribers of the System, all such representations
being made instead in Section 3.13.4 below.

3.9 Employment Matters.

-15-
<PAGE> 20

for recognition or any other request or demand from a labor organization for
representative status with respect to any Persons employed by Seller that
render services in connection with the System.

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

-16-
<PAGE> 21

3.13 Compliance with Legal Requirements.

-17-
<PAGE> 22

relay service system being operated as part of the System. Other than requests
for network nonduplication and syndex protection and as described on Schedule
3.13.2, no written requests have been received by Seller 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 Seller's operation of the
System and of any FCC-licensed or registered facility used in conjunction with
Seller's operation of the System. Seller 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 System, which violation reasonably could be expected
to have a material adverse effect on the financial condition or operations of
the System.

3.13.3 Communications Act of 1934. Without limiting the
generality of the foregoing: (a) the operation of the System has been, and is,
in compliance in all material respects with the Communications Act of 1934, as
amended (as so amended, the "Communications Act"), and the rules and
regulations of the FCC; (b) Seller has made all filings required to be made
with the FCC (including cable television registration statements, annual
reports and aeronautical frequency usage notices); (c) Seller has provided all
notices to Subscribers under the Communications Act; and (d) Seller is and
since 1988 has been exempt from any requirement that it be certified as in
compliance with, the FCC's equal employment opportunity rules. Seller has
delivered to Buyer complete and correct copies of all reports and filings for
the past three years made or filed pursuant to the Communications Act or FCC
rules and regulations with respect to the System. A request for renewal has
been timely filed under Section 626 of the Cable Communications Policy Act of
1984 with the proper Governmental Authority with respect to all cable
television franchises of the System expiring within 36 months after the date of
this Agreement.

3.13.4 Cable Act of 1992.

(a) Signal Carriage. Notwithstanding the foregoing,
Seller has complied and is in compliance in all material respects with the
provisions of the Cable Television Consumer Protection and Competition Act of
1992 (the "Cable Act") and the FCC rules and regulations promulgated thereunder
as such laws relate to the operation of the System. Seller has complied and is
in compliance in all material respects with the must carry and retransmission
consent provisions of the Cable Act and the FCC rules and regulations
promulgated thereunder, including without limitation, (i) duly and timely
notifying "local commercial television stations" of inadequate signal strength
or increased copyright liability, if applicable, (ii) duly and timely notifying
non-commercial educational stations of the location of the System's principal
headend, (iii) duly and timely notifying Subscribers of changes in the channel

-18-
<PAGE> 23

alignment on the System, (iv) duly and timely notifying "local commercial and
noncommercial television stations" of the broadcast signals carried on the
System and their channel position, (v) maintaining the requisite public file
identifying broadcast signal carriage, (vi) carrying the broadcast signals
after June 1, 1993 on the System for all "local commercial television stations"
which elected must carry status and, if required, up to two "qualified low
power stations" and (vii) obtaining retransmission consent for all broadcast
signals carried on the System after October 5, 1993, except for those signals
carried pursuant to a must carry election or for which retransmission consent
is not required.

(b) Rate Regulation and Compliance. Seller has used
reasonable good faith efforts to establish rates charged to Subscribers, and is
charging such rates, that would be allowable under rules and regulations
promulgated by the FCC under the Cable Act, and any authoritative
interpretation thereof, if such rates were subject to regulation by any
Governmental Authority, including the local franchising authority and/or the
FCC. Notwithstanding the foregoing, Seller makes no representation or warranty
that the rates charged to Subscribers are allowable under any rules and
regulations of the FCC, or any authoritative interpretation thereof. Seller
has delivered to Buyer complete and correct copies of all FCC Forms 393, 1200,
1205, 1210 and 1215 provided to franchisors and/or the FCC, or drafts thereof,
with respect to the System and copies of all correspondence with any
Governmental Authority relating to rate regulation generally or specific rates
charged to Subscribers with respect to the System, including, without
limitation, copies of any written complaints and responses filed with the FCC
with respect to any rates charged to Subscribers of the System. As of the date
of this Agreement, (i) there is no outstanding or unresolved rate proceeding
before any Governmental Authority regarding rates charged to the Subscribers of
the System and (ii) no local Governmental Authority has been certified by the
FCC as a rate regulating authority. Seller is in compliance in all material
respects with all customer service standards applicable to the System.

-19-
<PAGE> 24

the rules and regulations of the FCC, corrected any identified radiation
leakage of the System required to be corrected in connection with Seller'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 System.

3.14 Environmental Laws and Regulations.

-20-
<PAGE> 25

knowledge of circumstances relating to, any past or present 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 Real
Property, which reasonably could be expected to interfere with or prevent
continued compliance, 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 Real Property for the operation
of the System.

-21-
<PAGE> 26

3.20 Accuracy of Schedules. All Schedules to this Agreement are
accurate and complete in all material respects as of the date of this
Agreement.

3.22 Taxpayer Identification Number. Seller's U.S. Taxpayer
Identification Number is 62-1310604.

4. BUYER'S REPRESENTATIONS.

Buyer hereby represents, warrants and covenants to Seller as follows:

-22-
<PAGE> 27

qualified to do business as a foreign corporation and is in good standing in
the State of Virginia.

4.5 Taxpayer Identification Number. Buyer's U.S. Taxpayer
Identification Number is 84-0613514.

5. COVENANTS.

5.1 Seller's Pre-Closing Obligations. Seller covenants and agrees
that, from and after the execution and delivery of this Agreement until and
including the Closing Date:

-23-
<PAGE> 28

investigation that Buyer may conduct of the Assets, unless Buyer has actual
knowledge to the contrary, Buyer may fully rely on Seller's representations,
warranties and covenants herein, which will not be waived or affected by or as
a result of any such investigation.

-24-
<PAGE> 29

collection practices that are materially inconsistent with the past practices
of Seller, as described on Schedule 5.1.2, or (vii) take or omit to take any
action that would cause Seller to be in breach of its representations or
warranties in this Agreement in any material respect.

5.1.5 Vehicle Leases. Seller shall pay any remaining
balance on any leases for vehicles included in the Assets, and ensure that at
Closing, such vehicles are free and clear of all Liens.

5.1.6 No Shopping. None of Seller, R. Calvin Sutliff, Jr.,
or their agents or representatives will, during the period commencing on the
date of this Agreement and ending with the earlier to occur of the Closing or
the termination of this Agreement, directly or indirectly (i) solicit or
initiate the submission of proposals or offers from any Person for, (ii)
participate in any discussions pertaining to, or (iii) furnish any information
to any Person other than Buyer relating to, any direct or indirect acquisition
or purchase of all or any portion of the Assets.

-25-
<PAGE> 30

5.2 Engineering Matters. Seller covenants and agrees that it will
take the following actions within the time frames set forth below:

-26-
<PAGE> 31
5.2.4 Grounding. Within ten days after the date hereof,
Seller shall have implemented a program in the System requiring that on each
customer service call or other visit made by System staff or contractors, the
drop at such customer's unit be tightened/secured, and that this grounding
procedure be tracked on Cable Data, and Seller shall continue this program
through the Closing Date;

5.2.5 Scrambling. No later than one month prior to Closing,
Seller shall have scrambled no fewer than 12 tier channels on the System and
the equipment used to scramble such channels, which shall be delivered to Buyer
at Closing, shall be in good working order and condition at Closing; and

5.3 Employees of Seller. Without Buyer's prior written consent,
Seller shall make no change in the compensation payable or to become payable by
Seller to any Person employed in connection with the conduct of the business or
operations of any of the System, except in accordance with past practices.
Seller 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 transaction contemplated hereby, including, without limitation,
providing all affected employees and other necessary persons with any notice
that may be required under such Act. Seller shall terminate all of the
employees of the System as of the Closing Date, other than any employees whom
Seller intends to retain as its ongoing employees after the Closing Date.
Seller shall remain solely responsible for all salaries and all severance,
vacation, sick, holiday, and other benefits to which employees of Seller may be
entitled as a result of consummation of the transactions contemplated hereby,
the termination of such employees, or otherwise or any other Losses claimed by
any of Seller's employees for periods prior to the Closing Date. Seller
acknowledges that Buyer may, but shall have no obligation to, hire any of
Seller's employees that render services in connection with the operation of the
System; provided, however, that Buyer shall give Seller notice at least 30 days
prior to the Closing Date of the name of any employees of the System to whom
Buyer does not plan to offer employment on and after the Closing Date (a
"Non-Hired Employee" and, collectively, "Non-Hired Employees"). To assist
Buyer in making such

-27-
<PAGE> 32
employment decisions, Seller shall deliver to Buyer all personnel files with
respect to the employees of the System within 60 days after the date of this
Agreement. To the extent permitted by law, each of Seller's employees hired by
Buyer shall receive full credit under Buyer's employee benefit plans for years
of service in the employ of Seller. Nothing in this Section 5.3 or in any
other provision of this Agreement is intended to confer upon any employee of
Seller or such employee's legal representative or heirs any rights as a third
party beneficiary or otherwise or any remedies of any kind whatsoever under or
by reason of this Agreement, or the transactions contemplated hereby, including
without limitation any rights of employment or continued employment. All
rights and obligations created by this Agreement are solely between the
parties.

5.5 HSR Act Compliance. Within 20 days after the date of this
Agreement, Seller and Buyer shall, if required, prepare and file proper
premerger notification forms and affidavits in compliance with the HSR Act.
Seller and Buyer 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 transaction contemplated
hereby, or request additional filings or information, Seller and Buyer shall
take preliminary steps to attempt to ascertain the nature of the challenge and
the likelihood that the Governmental Authority will permit the transaction
contemplated hereby to proceed notwithstanding the challenge. After taking
such preliminary steps, neither Seller nor Buyer 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.

-28-
<PAGE> 33
reasonable requests by Buyer in connection with the first billing cycle
following the Closing, at Buyer's sole expense.

5.9 Post-Closing Rate Proceedings. If at any time after Closing,
any Governmental Authority commences a rate proceeding, Buyer will so notify
Seller. The parties will cooperate in their participation in all rate
proceedings, and each party will promptly deliver to the other all information
reasonably requested by such party as necessary or helpful in such proceedings.
Without Seller's consent, Buyer shall not settle any such proceeding for which
Seller would have any liability for periods prior to the Adjustment Time.

6. CONDITIONS PRECEDENT.

-29-
<PAGE> 34
Units and the System, together with the City of Manassas System, has at least
25,449 Equivalent Billing Units or (b) the System has fewer than 4,998
Equivalent Billing Units and the System, together with the City of Manassas
System, has fewer than 25,449 Equivalent Billing Units and an adjustment is
made therefor pursuant to Section 2.5 hereof, then Seller's representation in
Section 3.3 as to the number of Equivalent Billing Units shall be deemed to be
amended to reduce it to the number of Equivalent Billing Units the System
actually has at Closing. Seller 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 the
Closing. Seller shall have furnished Buyer with an executed certificate of the
President or a Vice President of Seller dated as of the Closing, certifying to
the fulfillment of the foregoing conditions.

6.1.2 Consents. Seller shall have obtained and delivered
to Buyer each of the Consents with no material adverse conditions imposed by
such Consents.

6.1.3 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,
which (i) enjoins, restrains, makes illegal, or prohibits consummation of the
transaction contemplated by this Agreement or (ii) would prohibit Buyer's
ownership or operation of any portion of the System or the Assets.

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

6.1.5 Deliveries. Seller shall have made or stand willing
to and able to make all of the deliveries to Buyer set forth in Section 7.2.

-30-
<PAGE> 35
6.1.7 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
Buyer'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.

6.1.8 Equivalent Billing Units. The number of Equivalent
Billing Units served by the System as of the Closing Date shall be no fewer
than 4,923.

6.1.9 Refunds. No proceeding shall be pending before or
threatened by any Governmental Authority or the FCC which reasonably could be
expected to result in aggregate refund liabilities due to subscribers in
connection with the rates of the System in excess of $107,000 for all periods
prior to the Adjustment Time.

-31-
<PAGE> 36
6.2.2 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,
which enjoins, restrains, makes illegal, or prohibits consummation of the
transactions contemplated by this Agreement.

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

6.2.4 Deliveries. Buyer shall have made or stand willing
and able to make all the deliveries to Seller set forth in Section 7.3.

6.2.5 Consents. Seller shall have obtained each of the
Consents.

6.2.6 Equivalent Billing Units. The number of Equivalent
Billing Units served by the System as of the Closing Date shall be no fewer
than 4,923.

6.2.8 Refunds. No proceeding shall be pending before or
threatened by any Governmental Authority or the FCC which reasonably could be
expected to result in aggregate refund liabilities due to subscribers in
connection with the rates of the System in excess of $107,000 for all periods
prior to the Adjustment Time.

7. CLOSING.

-32-
<PAGE> 37
may mutually agree; provided, however, that the Closing shall occur
simultaneously with the closing under the Benchmark/Manassas Purchase
Agreement. Notwithstanding the foregoing, if the closing does not occur on or
prior to September 1, 1995 (the "Outside Closing Date"), any party that is not
then in default under the Agreement may terminate the Agreement by notice to
the other party given on or after the Outside Closing Date; provided, however,
that if either party determines in good faith that by the Outside Closing Date,
the only conditions to Closing which will not have yet been fulfilled are those
set forth in Sections 6.1.2, 6.1.4, 6.1.9, 6.1.10, 6.1.11, 6.2.3, 6.2.5, 6.2.8
and 6.2.9, such party shall have the right (if it is not then in default under
the Agreement) upon notice to the other party given prior to the Outside
Closing Date, to extend the Outside Closing Date to January 2, 1996 (with the
Closing to occur earlier if all conditions precedent have been fulfilled prior
to January 2, 1996).

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

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

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

7.3.4 Consents. The original of each Consent;

-33-
<PAGE> 38
7.3.5 Franchises, Licenses, Assumed Contracts, and Business
Records. To the extent not previously delivered, copies of all Franchises,
Licenses, Assumed Contracts, customer and subscriber lists, blueprints,
schedules, drawings, plans, projections, engineering records, and all files and
records used by Seller in connection with its operation of the System, except
for the Excluded Assets;