CABLE TV FUND 11-B LTD, 10-K, 1996-03-29

CABLE TV FUND 11-B LTD
10-K, 1996-03-29
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
---------- -----------

Commission file number: 0-11911

CABLE TV FUND 11-B, LTD.
------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
Colorado 84-0908730
- --------------------------------------------- ---------------------------------
<S> <C>
(State of Organization) (IRS Employer Identification No.)

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

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Interests

Indicate by check mark whether the registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

Yes x No
----- -----

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
PART I.

ITEM 1. BUSINESS

THE PARTNERSHIP. Cable TV Fund 11-B, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed pursuant to the public offering of limited
partnership interests in the Cable TV Fund 11 Limited Partnership Program (the
"Program"), which was sponsored by Jones Intercable, Inc. (the "General
Partner"). Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-C, Ltd.
("Fund 11-C") and Cable TV Fund 11-D, Ltd. ("Fund 11-D") are the other
partnerships that were formed pursuant to the Program. The Partnership, Fund
11-A, Fund 11-C and Fund 11-D formed a general partnership known as Cable TV
Joint Fund 11 (the "Venture") in which the Partnership owns an 8 percent
interest, Fund 11-A owns an 18 percent interest, Fund 11-C owns a 27 percent
interest and Fund 11-D owns a 47 percent interest. The Partnership and the
Venture were formed for the purpose of acquiring and operating cable television
systems.

The Partnership directly owns cable television systems serving the
communities of Lancaster, Lockport and Orchard Park, New York (the "New York
System"), and the Venture operates a cable television system in Manitowoc,
Wisconsin (the "Manitowoc System"). See Item 2. The New York System and the
Manitowoc System may collectively hereinafter be referred to as the "Systems."

PROPOSED DISPOSITIONS OF CABLE TELEVISION SYSTEMS. On October 6, 1995, the
Partnership entered into an asset purchase agreement pursuant to which it agreed
to sell the New York System to Global Acquisition Partners, L.P., an
unaffiliated cable television system operator, for a sales price of $84,000,000
in cash, subject to normal working capital closing adjustments. The closing of
the sale of the New York System is subject to a number of conditions, including
approval of the transaction by the holders of a majority of the Partnership's
limited partnership interests, which has been obtained, and the consent of the
state and local franchising authorities to the transfer of the New York System's
franchises, the approval of the Federal Communications Commission to the
transfer of certain licenses and the consent of third parties with whom the
Partnership has real property leases to the transfer thereof. The New York state
cable authority has conditionally approved the sale of the New York System by
the Partnership. Approvals of certain of the local franchising authorities to
the transfer of certain of the New York System's franchises have been obtained.
The remaining local government approvals are pending, and the General Partner
expects that all such approvals will be obtained before the end of March 1996.
The approvals of the Federal Communications Commission to the transfer of
certain of the New York System's franchises also are pending and are expected to
be received in the near future. Closing of this sale is expected to occur on or
about April 1, 1996.

Upon consummation of the proposed sale of the New York System, working
capital closing adjustments will be determined, the Partnership will pay all of
its indebtedness, which totaled approximately $23,808,000 at December 31, 1995,
its sales tax liability of approximately $1,750,000 and a brokerage fee of
$2,100,000 to The Jones Group, Ltd., a subsidiary of the General Partner, and
then the Partnership will distribute the approximate $56,047,500 net proceeds to
its partners of record as of February 29, 1996. Because limited partners have
already received distributions in an amount equal to 100 percent of the capital
initially contributed to the Partnership by the limited partners, the net
proceeds from the New York System's sale will be distributed 75 percent to the
limited partners and 25 percent to the General Partner. Based upon the pro forma
financial information as of December 31, 1995, as a result of the New York
System's sale, the limited partners of the Partnership, as a group, will receive
approximately $42,035,600 and the General Partner will receive approximately
$14,011,900. Limited partners will receive $1,105 for each $500 limited
partnership interest, or $2,211 for each $1,000 invested in the Partnership,
from the net proceeds of the New York System's sale. Once the distribution of
the net proceeds from the sale of the New York System has been made, limited
partners will have received a total of $1,605 for each $500 limited partnership
interest, or $3,211 for each $1,000 invested in the Partnership, taking into
account distributions to limited partners made in July 1990 and July 1992. The
Partnership will continue to own its 8 percent interest in the Venture until the
Manitowoc System also is sold, as discussed below. Upon the closing of the sale
of the Partnership's New York System and the Venture's Manitowoc System, the
Partnership will be liquidated and dissolved.

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On September 5, 1995, the Venture entered into an asset purchase agreement
pursuant to which it agreed to sell the Manitowoc System to the General Partner
for a sales price of $15,735,667, subject to normal working capital closing
adjustments. This sales price represents the average of three separate
independent appraisals of the fair market value of the Manitowoc System obtained
by the General Partner, and it was the only bid tendered in a public bidding
process for the Manitowoc System. The General Partner has assigned its rights
and obligations under the asset purchase agreement to Jones Cable Holdings, Inc.
("JCH"), a wholly owned subsidiary of the General Partner. The sale of the
Manitowoc System is subject to a number of conditions, including approval of
the transaction by the holders of a majority of the limited partnership
interests in each of the four partnerships that comprise the Venture and
approvals from governmental authorities and other third parties necessary to
the transfer of the Manitowoc System. If all conditions precedent to JCH's
obligation to close are not eventually satisfied or waived, JCH's obligation
to purchase the Manitowoc System will terminate on September 30, 1996.

In order to sell the Manitowoc System, the Venture must obtain the consent
of the City of Manitowoc and third parties with whom the Venture has contracts
related to the Manitowoc System, such as pole attachment agreements or other
service agreements, to the transfer thereof. The Venture was unsuccessful in its
efforts to sell the Manitowoc System in June 1990, at the time of the Venture's
sale of its remaining Wisconsin cable television systems, due to the refusal of
the City of Manitowoc to consent to the transfer of the system's franchise.
Negotiations with the City of Manitowoc with respect to the renewal and transfer
of the Manitowoc System's franchise are continuing, and the Manitowoc System
currently is being operated pursuant to a temporary extension of the franchise's
term. The General Partner hopes that the City ultimately will agree to the
renewal and transfer of the franchise and that the City will not take any action
that will prevent the closing of the sale of the Manitowoc System, but given
the current status of the Venture's negotiations with the City there can be no
assurance that the sale will occur as planned.

The General Partner intends to conduct votes of the limited partners of
each of the four partnerships that comprise the Venture to seek their approval
of the Manitowoc System's sale. Because the limited partners of each of the
four partnerships that comprise the Venture previously approved the sale of
the Manitowoc System in 1990 only to have such sale frustrated by the refusal
by the City of Manitowoc to consent to the transfer of the Manitowoc System's
franchise, the General Partner believes it prudent to conduct the votes of the
limited partners only after the City of Manitowoc consents to the transfer of
the franchise. As discussed above, there can be no assurance that the City
will consent to the transfer of the Manitowoc System's franchise.

If the proposed sale of the Manitowoc System is closed, the Venture will
pay all of its indebtedness, which totaled $55,175 at December 31, 1995,
including the $45,258 owed to the General Partner, and then the net sale
proceeds and the Venture's cash on hand, which total $18,420,800, will be
distributed to the four constituent partnerships of the Venture in proportion to
their ownership interests in the Venture. The Partnership accordingly will
receive 8 percent of such proceeds, estimated to total approximately $1,432,700.
Because limited partners will have already received distributions in an amount
in excess of the capital initially contributed to the Partnership by the limited
partners, the Partnership's portion of the net proceeds from the Manitowoc
System's sale will be distributed 75 percent to the limited partners and 25
percent to the General Partner. Based upon pro forma financial information as of
December 31, 1995, as a result of the Manitowoc System's sale, the limited
partners of the Partnership, as a group, will receive approximately $1,074,500
and the General Partner will receive approximately $358,200. Limited partners
will receive $28 for each $500 limited partnership interest, or $57 for each
$1,000 invested in the Partnership, from the Partnership's portion of the net
proceeds of the Manitowoc System's sale. Once the Partnership has completed the
distribution of its portion of the net proceeds from the sale of the Manitowoc
System, limited partners of the Partnership will have received a total of $1,634
for each $500 limited partnership interest, or $3,267 for each $1,000 invested
in the Partnership, taking into account the prior distributions to limited
partners made in 1990 and 1992, and the distribution to be made on the

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sale of the Partnership's New York System in May 1996. After the Partnership
distributes its portion of the proceeds from the sale of the Manitowoc System to
its partners, the Partnership will be dissolved and liquidated.

Although it previously was announced that the General Partner intended to
acquire and then transfer the Manitowoc System to Time Warner Entertainment
Company, L.P. ("Time Warner") as part of a larger exchange of cable television
systems between the General Partner and Time Warner, the General Partner and
Time Warner have agreed to exclude the Manitowoc System from that exchange.

CABLE TELEVISION SERVICES. The Systems offer to their subscribers various
types of programming, which include basic service, tier service, premium
service, pay-per-view programs and packages including several of these services
at combined rates.

Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites. Basic
service also usually includes programs originated locally by the system, which
may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or entertainment
nature. FM radio signals are also frequently distributed to subscribers as part
of the basic service.

The Systems offer tier services on an optional basis to their subscribers.
A tier generally includes most of the cable networks such as Entertainment and
Sports Programming Network (ESPN), Cable News Network (CNN), Turner Network
Television (TNT), Family Channel, Discovery and others, and the cable television
operators buy tier programming from these networks. The Systems also offer a
package that includes the basic service channels and the tier services.

The Systems also offer premium services to their subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption. The cable television operators buy premium
programming from suppliers such as HBO, Showtime, Cinemax or others at a cost
based on the number of subscribers the cable operator serves. Premium service
programming usually is significantly more expensive than the basic service or
tier service programming, and consequently cable operators price premium service
separately when sold to subscribers.

The Systems also offer to subscribers pay-per-view programming.
Pay-per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service on
a program-by-program basis.

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1995,
the Systems' monthly basic service rates ranged from $5.00 to $11.08, monthly
basic and tier ("basic plus") service rates ranged from $18.76 to $23.45, and
monthly premium services ranged from $3.95 to $12.95 per premium service. In
addition, the Partnership and the Venture earn revenues from the Systems'
pay-per-view programs and advertising fees. Related charges may include a
nonrecurring installation fee that ranges from $4.89 to $35.00; however, from
time to time the Systems have followed the common industry practice of reducing
or waiving the installation fee during promotional periods. Commercial
subscribers such as hotels, motels and hospitals are charged a nonrecurring
connection fee that usually covers the cost of installation. Except under the
terms of certain contracts with commercial subscribers and residential apartment
and condominium complexes, the subscribers are free to discontinue the service
at any time without penalty. For the year ended December 31, 1995, of the total
fees received by the Systems, basic service and tier service fees accounted for
approximately 72% of total revenues, premium service fees accounted for
approximately 14% of total revenues, pay-per-view fees were approximately 1% of
total revenues, advertising fees were approximately 5% of total revenues and the
remaining 8% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Partnership and the Venture are
dependent

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upon the timely receipt of service fees to provide for maintenance and
replacement of plant and equipment, current operating expenses and other costs
of the Systems.

FRANCHISES. The Systems are constructed and operated under non-exclusive,
fixed-term franchises or other types of operating authorities (referred to
collectively herein as "franchises") granted by local governmental authorities.
These franchises typically contain many conditions, such as time limitations on
commencement and completion of construction, conditions of services, including
the number of channels, types of programming and the provision of free service
to schools and certain other public institutions, and the maintenance of
insurance and indemnity bonds. The provisions of local franchises are subject to
federal regulation.

The Partnership holds 10 franchises in connection with its ownership of the
New York System, and the Venture holds one franchise issued by the City of
Manitowoc, Wisconsin. These franchises provide for the payment of fees to the
issuing authorities and generally range from 3% to 5% of the gross revenues of a
cable television system. The 1984 Cable Act prohibits franchising authorities
from imposing annual franchise fees in excess of 5% of gross revenues and also
permits the cable television system operator to seek renegotiation and
modification of franchise requirements if warranted by changed circumstances.

Neither the Partnership nor the Venture has ever had a franchise revoked,
although, as discussed below, the Venture has been unsuccessful in its attempts
to renew its franchise from the City of Manitowoc. The Partnership's New York
System franchise expiration dates range from May 1996 to June 2005. Because the
Partnership intends to sell its New York System (see Item 1, Proposed
Dispositions of Cable Television Systems), the Partnership does not intend to
renew the Village of Lancaster and the Town of Lancaster franchises that will
expire in 1996. The renewal of these franchises will be the responsibility of
the new owner.

The Venture holds one franchise for the City of Manitowoc, which
technically has expired. Negotiations between the Venture and the City of
Manitowoc with respect to the renewal of the Manitowoc System's franchise are
continuing, and the Manitowoc System currently is being operated pursuant to a
temporary extension of the franchise's term. The General Partner hopes that the
City soon will agree to the renewal of the franchise, but given the current
status of negotiations with the City, there can be no assurance of this. If the
current franchise is not renewed, the General Partner, on the Venture's behalf,
will avail itself of all remedies and recourse granted to cable operators under
federal and applicable state and local laws in order to preserve the Venture's
right to provide cable services in the City of Manitowoc. The Venture also would
seek the return of the $1,850,000, plus interest, that the Venture deposited
with the City of Manitowoc in connection with the settlement of the Venture's
lawsuit against the City. The settlement agreement provides for the return of
this amount to the Venture if the City fails to renew the franchise.

COMPETITION. Cable television systems currently experience competition from
several sources. A potential source of significant competition is Direct
Broadcast Satellite ("DBS") services that use video compression technology to
increase channel capacity and provide packages of movies, network and other
program services that are competitive with those of cable television systems.
Two companies offering DBS services began operations in 1994, and two other
companies offering DBS service recently began operations. In addition, a joint
venture has won the right to provide a DBS service through a FCC spectrum
auction. Not all subscribers terminate cable television service upon acquiring a
DBS system. The General Partner has observed that a number of DBS subscribers
also elect to subscribe to cable television service in order to obtain the
greatest variety of programming on multiple television sets, including local
video services programming not available through DBS service.

Although neither the Partnership, the Venture nor the General Partner has
yet encountered competition from a telephone company providing video services as
a cable operator or video dialtone operator, it is anticipated that the cable
television systems owned or managed by the General Partner will face such
competition in the near future. Legislation recently enacted into law will make
it possible for companies with considerable resources to enter the business. For
example, in February 1996, one of the regional Bell operating companies entered
into an agreement to acquire the nation's third largest cable television
company. In addition, several telephone companies

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have begun seeking cable television franchises from local governmental
authorities as a consequence of litigation that successfully challenged the
constitutionality of the cable television/telephone company cross-ownership
rules. The General Partner cannot predict at this time when and to what extent
telephone companies will provide cable television service within service areas
in competition with cable television systems owned or managed by the General
Partner. The General Partner is aware of the following imminent competition from
telephone companies: Ameritech, one of the seven regional Bell operating
companies, which provides telephone service in a multi-state region including
Illinois, has just obtained a franchise that will allow it to provide cable
television service in Naperville, Illinois, a community currently served by a
cable system owned by another one of the public limited partnerships managed by
the General Partner. Chesapeake and Potomac Telephone Company of Virginia and
Bell Atlantic Video Service Company, both subsidiaries of Bell Atlantic, another
of the regional Bell operating companies, have announced their intention to
build a cable television system in Alexandria, Virginia in competition with a
cable television system owned by the General Partner. Bell Atlantic is preparing
for the operation of a telecommunications and video business in northern
Virginia, including the Alexandria metropolitan area. The FCC has granted GTE
Virginia's application for authority to construct, operate, own and maintain
video dialtone facilities in northern Virginia, including in the service area of
a cable television system owned by the General Partner. To date, GTE has not
begun construction of a video distribution system. The entry of telephone
companies as direct competitors could adversely affect the profitability and
market value of the General Partner's owned and managed systems.

Additional competition is present from several sources, including the
following: Master Antenna Television and Satellite Master Antenna Television
systems that serve multi-unit dwellings such as condominiums, apartment
complexes, motels, hotels and private residential communities; private cable
television/telephonic companies that have secured exclusive contracts to provide
video and telephony services to multi-unit dwellings and similar complexes; and
multichannel, multipoint distribution service ("MMDS") systems, commonly called
wireless cable which generally focus on providing service to residents of rural
areas. In addition, the FCC has established a new wireless telecommunications
service known as Personal Communications Service ("PCS") that would provide
portable non-vehicular mobile communications services similar to that available
from cellular telephone companies, but at a lower cost. Several cable television
multiple system operators hold or have requested experimental licenses from the
FCC to test PCS technology.

REGULATION AND LEGISLATION. The cable industry is regulated under the
Telecommunications Act of 1996 (the "1996 Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and the Cable
Communications Policy Act of 1984 (the "1984 Cable Act") and the regulations
implementing these statutes. The Federal Communications Commission (the "FCC")
has promulgated regulations covering such areas as the registration of cable
television systems and other communications businesses, carriage of television
broadcast programming, consumer education and lockbox enforcement, origination
cablecasting and sponsorship identification, children's programming, the
regulation of basic cable and cable programming service rates in areas where
cable television systems are not subject to effective competition, signal
leakage and frequency use, technical performance, maintenance of various
records, equal employment opportunity, and antenna structure notification,
marking and lighting. In addition, cable operators periodically are required to
file various informational reports with the FCC. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of administrative
sanctions, such as the revocation of FCC licenses needed to operate certain
transmission facilities often used in connection with cable operations. State or
local franchising authorities, as applicable, also have the right to enforce
various regulations, impose fines or sanctions, issue orders or seek revocation
subject to the limitations imposed upon such franchising authorities by federal,
state and local laws and regulations. Several states have assumed regulatory
jurisdiction of the cable television industry, and it is anticipated that other
states will do so in the future. To the extent the cable television industry
begins providing telephone service, additional state regulations will be applied
to the cable television industry. Cable television operations are subject to
local regulation insofar as systems operate under franchises granted by local
authorities.

The following is a summary of federal laws and regulations materially
affecting the cable television industry, and a description of state and local
laws with which the cable industry must comply.

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Telecommunications Act of 1996. The 1996 Act, which became law on February
28, 1996, substantially revised the Communications Act of 1934, as amended,
including the 1984 Cable Act and the 1992 Cable Act, and has been described as
one of the most significant changes in communications regulation since the
original Communications Act of 1934. The 1996 Act is intended, in part, to
promote substantial competition in the telephone local exchange and in the
delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
effective March 31, 1999 and the cable programming service tier of small cable
operators (those that provide service to 50,000 or fewer subscribers) effective
immediately. The 1996 Act also revised the procedures for filing a cable
programming service tier rate complaint and adds a new effective competition
test.

The most far-reaching changes in the communications business will result
from the telephony provisions of the 1996 Act. The statute expressly preempts
any legal barriers to competition in the local telephone business that
previously existed in state and local laws and regulations. Many of these
barriers had been lifted by state actions over the last few years, but the 1996
Act completes the task. The 1996 Act also establishes new requirements for
maintaining and enhancing universal telephone service and new obligations for
telecommunications providers to maintain privacy of customer information. The
1996 Act establishes uniform requirements and standards for entry, competitive
carrier interconnection and unbundling of LEC monopoly services.

The 1996 Act repealed the cable television/telephone cross-ownership ban
adopted in the 1984 Cable Act. The federal cross-ownership ban was particularly
important to the cable industry because telephone companies already own certain
facilities such as poles, ducts and associated rights of way. While this ban had
been overturned by several courts, formal removal of the ban ended the last
legal constraints on telephone company plans to enter the cable market. Under
the 1996 Act, telephone companies in their capacity as common carriers now may
lease capacity to others to provide cable television service. Telephone
companies have the option of providing video service as cable operators or
through "open video systems" ("OVS"), a regulatory regime that may provide more
flexibility than traditional cable service. The 1996 Act exempts OVS operators
from many of the regulatory obligations that currently apply to cable operators,
such as rate regulation and franchise fees, although other requirements are
still applicable. OVS operators, although not subject to franchise fees as
defined by the 1992 Cable Act, are subject to fees charged by local franchising
authorities or other governmental entities in lieu of franchise fees. (Under
certain circumstances, cable operators also will be able to offer service
through open video systems.) In addition, the 1996 Act eliminated the
requirement that telephone companies file Section 214 applications (applications
to provide video dialtone services) with the FCC before providing video service.
This limits the opportunity of cable operators to mount challenges at the FCC
regarding telephone company entry into the video market. The 1996 Act also
contains restrictions on buying out incumbent cable operators in a telephone
company's service area, especially in suburban and urban markets.

Other parts of the 1996 Act also will affect cable operators. Under the
1996 Act, the FCC is required to revise the current pole attachment rate
formula. This revision will result in an increase in the rates paid by entities,
including cable operators, that provide telecommunication services. The rates
will be phased in after a five-year period. (Cable operators that provide only
cable services will be unaffected.) Under the V-chip provisions of the 1996 Act,
cable operators and other video providers are required to pass along any program
rating information that programmers include in video signals. Cable operators
also are subject to new scrambling requirements for sexually explicit
programming, and cable operators that provide Internet access or other online
services are subject to the new indecency limitations for computer services. In
addition, cable operators that

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provide Internet access or other online services are subject to the new
indecency limitations for computer services, although these provisions already
have been challenged in court. These provisions already have been challenged,
and the courts have preliminarily enjoined the enforcement of these
content-based provisions.

Under the 1996 Act, a franchising authority may not require a cable
operator to provide telecommunications services or facilities, other than an
institutional network, as a condition to a grant, renewal or transfer of a cable
franchise, and franchising authorities are preempted from regulating
telecommunications services provided by cable operators and from requiring cable
operators to obtain a franchise to provide such services. The 1996 Act also
repealed the 1992 Cable Act's anti-trafficking provision, which generally
required the holding of cable television systems for three years.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC shortly will
be undertaking numerous rulemaking proceedings to interpret and implement the
1996 Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership.

Cable Television Consumer Protection and Competition Act of 1992. The 1992
Cable Act, which became effective on December 4, 1992, caused significant
changes to the regulatory environment in which the cable television industry
operates. The 1992 Cable Act generally mandated a greater degree of regulation
of the cable television industry. Under the 1992 Cable Act's definition of
effective competition, nearly all cable television systems in the United States,
including those owned and managed by the General Partner, became subject to rate
regulation of basic cable services. In addition, the 1992 Cable Act allowed the
FCC to regulate rates for non-basic service tiers other than premium services in
response to complaints filed by franchising authorities and/or cable
subscribers. In April 1993, the FCC adopted regulations governing rates for
basic and non-basic services. The FCC's rules became effective on September 1,
1993. In compliance with these rules, the General Partner on behalf of the
Partnership and the Venture reduced rates charged for certain regulated services
in the New York System and the Manitowoc System effective September 1, 1993.

On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory scheme
with respect to rates. The FCC's new regulations generally required rate
reductions, absent a successful cost-of-service showing, of 17 percent of
September 30, 1992 rates, adjusted for inflation, channel modifications,
equipment costs, and increases in programming costs. Further rate reductions for
cable systems whose rates are below the revised benchmark levels, as well as
reductions that would require operators to reduce rates below benchmark levels
in order to achieve a 17 percent rate reduction, were held in abeyance pending
completion of cable system cost studies. The FCC recently requested some of
these "low price" systems to complete cost study questionnaires. After review of
these questionnaires, the FCC could decide to permanently defer any further rate
reductions, or require the additional 7 percent rate roll back for some or all
of these systems. The FCC has also adopted its proposed upgrade methodology by
which operators would be permitted to recover the costs of upgrading their
plant.

After analyzing the effects of the two methods of rate regulation, the
Partnership elected to file cost-of-service showings for the New York System.
The General Partner anticipates no further reduction of revenues or operating
income before depreciation and amortization resulting from the FCC's rate
regulations. At this time, the regulatory authorities have not approved the
cost-of-service showings, and there can be no assurance that the Partnership's
cost-of-service showings will prevent further rate reductions until such final
approval is received. The Venture complied with the new benchmark regulations
and further reduced rates in its Manitowoc System. The Venture will continue its
efforts to mitigate the effect of such rate reductions.

On November 10, 1994, the FCC also announced a revision to its regulations
governing the manner in which cable operators may charge subscribers for new
cable programming services. In addition to the present formula for calculating
the permissible rate for new services, the FCC instituted a three-year flat fee
mark-up plan for charges relating to new channels of cable programming services.
Commencing on January 1, 1995, cable system operators may charge for new
channels of cable programming services added after May 14, 1994 at a rate of up
to 20 cents per channel, but may not make adjustments to monthly rates totaling
more than $1.20 plus an

8
<PAGE> 9
additional 30 cents for programming license fees per subscriber over the first
two years of the three-year period for these new services. Operators may charge
an additional 20 cents in the third year only for channels added in that year
plus the costs for the programming. Operators electing to use the 20 cent per
channel adjustment may not also take a 7.5 percent mark-up on programming cost
increases, which is permitted under the FCC's current rate regulations. The FCC
has requested further comment as to whether cable operators should continue to
receive the 7.5 percent mark-up on increases in license fees on existing
programming services.

The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price the NPT as they elect so
long as, among other conditions, other channels that are subject to rate
regulation are priced in conformity with applicable regulations and operators do
not remove programming services from existing tiers and offer them on the NPT.

In September 1995, the FCC authorized a new, alternative method of
implementing rate adjustments which will allow cable operators to increase rates
for programming annually on the basis of projected increases in external costs
(inflation, costs for programming, franchise-related obligations and changes in
the number of regulated channels) rather than on the basis of cost increases
incurred in the preceding calendar quarter. Operators that elect not to recover
all of their accrued external costs and inflation pass-throughs each year may
recover them (with interest) in subsequent years.

In December 1995, the FCC adopted final cost-of-service rate regulations
requiring, among other things, cable operators to exclude 34 percent of system
acquisition costs related to intangible and tangible assets used to provide
regulated services. The FCC also reaffirmed the industry-wide 11.25 percent
after tax rate of return on an operator's allowable rate base, but initiated a
further rulemaking in which it proposes to use an operator's actual debt cost
and capital structure to determine an operator's cost of capital or rate of
return. After a rate has been set pursuant to a cost-of-service showing, rate
increases for regulated services are indexed for inflation, and operators are
permitted to increase rates in response to increases in costs beyond their
control, such as taxes and increased programming costs.

The United States Court of Appeals for the District of Columbia Circuit
recently upheld the FCC's rate regulations implemented pursuant to the 1992
Cable Act, but ruled that the FCC impermissibly failed to permit cable operators
to adjust rates for certain cost increases incurred during the period between
the date the 1992 Cable Act was passed through the initial date of rate
regulation. The FCC has not yet implemented the court's ruling.

There have been several lawsuits filed by cable operators and programmers
in federal court challenging various aspects of the 1992 Cable Act including its
provisions relating to mandatory broadcast signal carriage, retransmission
consent, access to cable programming, rate regulations, commercial leased
channels and public access channels. On April 8, 1993, a three-judge federal
district court panel issued a decision upholding the constitutionality of the
mandatory signal carriage requirements of the 1992 Cable Act. That decision was
appealed directly to the United States Supreme Court. The United States Supreme
Court vacated the lower court decision on June 27, 1994 and remanded the case to
the district court for further development of a factual record. On December 12,
1995, the three-judge federal district court again upheld the must-carry rules'
validity. This decision has been appealed to the United States Supreme Court.

In 1993, a federal district court upheld provisions of the 1992 Cable Act
concerning rate regulation, retransmission consent, restrictions on vertically
integrated cable television operators and programmers, mandatory carriage of
programming on commercial leased channels and public, educational and
governmental access channels and the exemption for municipalities from civil
damage liability arising out of local regulation of cable services. The 1992
Cable Act's provisions providing for multiple ownership limits for cable
operators and advance notice of free previews for certain programming services
have been found unconstitutional and these decisions have been appealed. The
FCC's regulations relating to the carriage of indecent programming, which were
recently upheld by the United States Court of Appeals for the District of
Columbia, have been appealed to the United States Supreme Court.

9
<PAGE> 10
Franchising. The responsibility for franchising or other authorization of
cable television systems is left to state and local authorities. There are,
however, several provisions in the 1984 Cable Act that govern the terms and
conditions under which cable television systems provide service. These include
uniform standards and policies that are applicable to cable television operators
seeking renewal of a cable television franchise. The procedures established
provide for a formal renewal process should the franchising authority and the
cable television operator decline to use an informal procedure. A franchising
authority unable to make a preliminary determination to renew a franchise is
required to hold a hearing in which the operator has the right to participate.
In the event a determination is made not to renew the franchise at the
conclusion of the hearing, the franchising authority must provide the operator
with a written decision stating the specific reasons for non-renewal. Generally,
the franchising authority can finally decide not to renew a franchise only if it
finds that the cable operator has not substantially complied with the material
terms of the present franchise, has not provided reasonable service in light of
the community's needs, does not have the financial, legal or technical ability
to provide the services being proposed for the future, or has not presented a
reasonable proposal for future service. A final decision of non-renewal by the
franchising authority is appealable in court.

A provision of the 1996 Act preempts franchising authorities from
regulating telecommunications services provided by cable operators and from
requiring cable operators to obtain a franchise to provide such services. A
franchising authority may not require a cable operator to provide
telecommunications services or facilities, other than an institutional network,
as a condition to a grant, renewal or transfer of a cable franchise.

GENERAL. The Partnership's and the Venture's business consist of providing
cable television services to a large number of customers, the loss of any one of
which would have no material effect on the Partnership's or the Venture's
business. Each of the Systems has had some subscribers who later terminated the
service. Terminations occur primarily because people move to another home or to
another city. In other cases, people terminate on a seasonal basis or because
they no longer can afford or are dissatisfied with the service. The amount of
past due accounts in the Systems is not significant. The General Partner's
policy with regard to past due accounts is basically one of disconnecting
service before a past due account becomes material.

Neither the Partnership nor the Venture depends to any material extent on
the availability of raw materials; it carries no significant amounts of
inventory and it has no material backlog of customer orders. The Partnership has
no employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Partnership's or
the Venture's funds expended for such research and development has never been
material.

Compliance with federal, state and local provisions that have been enacted
or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership or the Venture.

ITEM 2. PROPERTIES

The cable television systems owned by the Partnership and the Venture are
described below:

10
<PAGE> 11
<TABLE>
<CAPTION>

FUND SYSTEM ACQUISITION DATE
- ------------------------ ---------------- ----------------
<S> <C> <C>
Cable TV Fund 11-B, Ltd. New York System January 1988

Cable TV Fund 11-A, Ltd., Cable Manitowoc System April 1984
TV Fund 11-B, Ltd., Cable TV
Fund 11-C, Ltd. and Cable TV
Fund 11-D, Ltd. own an 18%,
8%, 27% and 47% interest,
respectively, through their general
partner interest in Cable TV Joint
Fund 11
</TABLE>

The following sets forth (i) the monthly basic plus service rates charged
to subscribers and (ii) the number of basic subscribers and pay units for the
Systems. The monthly basic service rates set forth herein represent, with
respect to systems with multiple headends, the basic service rate charged to the
majority of the subscribers within the system. In cable television systems,
basic subscribers can subscribe to more than one pay TV service. Thus, the total
number of pay services subscribed to by basic subscribers are called pay units.
As of December 31, 1995, the New York System's cable plant passed approximately
57,700 homes, representing an approximate 68% penetration rate, and the
Manitowoc System's cable plant passed approximately 16,000 homes, representing
an approximate 71% penetration rate. Figures for numbers of subscribers, miles
of cable plant and homes passed are compiled from the General Partner's records
and may be subject to adjustments.

CABLE TV FUND 11-B, LTD.
- ------------------------
<TABLE>
<CAPTION>
At December 31,
-------------------------
NEW YORK SYSTEM 1995 1994 1993
- --------------- ------- ------- -------
<S> <C> <C> <C>
Monthly basic plus service rate $ 23.45 $ 21.95 $ 21.95
Basic subscribers 39,735 37,619 35,877
Pay units 22,275 22,755 21,502
</TABLE>

CABLE TV JOINT FUND 11
- ----------------------
<TABLE>
<CAPTION>
At December 31,
------------------------
MANITOWOC SYSTEM 1995 1994 1993
- ---------------- ------- ------- ------
<S> <C> <C> <C>
Monthly basic plus service rate $ 20.66 $ 19.86 $21.95
Basic subscribers 11,436 10,834 9,768
Pay units 7,726 7,091 5,296
</TABLE>

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In January and February 1996, a special vote of the limited partners of the
Partnership was conducted through the mails on behalf of the Partnership by the
General Partner for the purpose of obtaining limited partner approval of the
sale to Global Acquisition Partners, L.P. of the New York System for $84,000,000
in cash, subject to normal working capital closing adjustments. Limited partners
of record at the close of business on December 31, 1995 were entitled to notice
of, and to participate in, this vote of limited partners. Of the 38,026

11
<PAGE> 12
limited partnership interests entitled to vote, 26,333 interests, or 69.25
percent, voted to approve the transaction, 76 interests, or .20 percent, voted
against the transaction, 210 interests, or .55 percent, abstained from voting
and 11,407 interests, or 30 percent, did not vote on the proposal. It is
anticipated that the sale of the New York System will occur on or about April 1,
1996. See Item 1, Business.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS

While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. As of February 15, 1996, the number of equity security holders in
the Partnership was 3,164.

12
<PAGE> 13

Item 6. Selected Financial Data

<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------------------------------------------

Cable TV Fund 11-B, Ltd. 1995 1994 1993 1992 1991
- ------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $14,366,359 $12,791,832 $11,922,307 $11,817,424 $11,434,838
Depreciation and
Amortization 2,957,444 2,379,471 1,899,145 1,737,457 1,781,846
Operating Income 1,529,866 1,324,181 1,125,375 1,733,870 2,130,580
Net Income (Loss) (158,865) 136,953 480,661 12,900,586(a) 600,619
Net Income (Loss)
per Limited
Partnership Unit (4.14) 3.57 12.51 335.86(a) 15.64
Weighted Average
Number of Limited
Partnership Units
Outstanding 38,026 38,026 38,026 38,026 38,026
General Partner's
Capital (Deficit) 53,221 54,810 53,440 48,633 (80,373)
Limited Partners'
Capital (Deficit) 2,702,835 2,860,111 2,724,528 2,248,674 (663,525)
Total Assets 28,153,665 26,514,695 22,298,044 14,496,416 14,672,979
Debt 23,807,849 20,228,189 18,089,150 10,624,649 13,585,067
General Partner
Advances - 1,305,421 42,288 177,673 569,634
</TABLE>

(a) Net income resulted primarily from the sale of the Grand Island System by
Cable TV Fund 11-B, Ltd.

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------------

Cable TV Joint Fund 11 1995 1994 1993 1992 1991
- ---------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $3,632,675 $3,296,103 $3,292,675 $3,244,023 $3,019,516
Depreciation and
Amortization 545,237 522,593 517,441 499,110 481,071
Operating Income 296,393 309,189 416,589 426,058 333,948
Net Income 453,912 373,181 246,536 325,547 457,909
Partners' Capital 7,051,757 6,597,845 6,224,664 5,978,128 5,652,581
Total Assets 7,504,046 7,099,110 6,610,142 6,723,916 6,137,193
Debt 9,917 26,385 20,129 29,188 28,738
Advances from
Jones Intercable, Inc. 45,258 72,764 32,825 52,745 227,810
</TABLE>

13
<PAGE> 14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

CABLE TV FUND 11-B, LTD.

RESULTS OF OPERATIONS

1995 compared to 1994

Revenues of Cable TV Fund 11-B, Ltd. (the "Partnership") totaled
$14,366,359 in 1995 as compared to $12,791,832 in 1994, an increase of
$1,574,527, or approximately 12 percent. Basic rate increases accounted for
approximately 64 percent of the increase in revenues. An increase in the
subscriber base accounted for approximately 33 percent of the increase in
revenues. The number of basic subscribers increased 2,116, or approximately 6
percent, to 39,735 at December 31, 1995 from 37,619 at December 31, 1994. No
other factors individually were significant to the increase in revenues.

Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television system. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and consumer marketing expenses.

Operating expenses totaled $8,123,450 in 1995 compared to $7,459,002
in 1994, an increase of $664,448, or approximately 9 percent. Operating
expenses represented approximately 57 percent of revenues in 1995 compared to
approximately 58 percent of revenues in 1994. The increase in operating
expenses was due to increases in programming fees and system maintenance costs,
due, in part, to the increase in the subscriber base. These increases were
offset, in part, by decreases in personnel related expense. No other factors
individually were significant to the increase in the Partnership's operating
expenses.

Management fees and allocated overhead from the General Partner
totaled $1,755,599 in 1995 compared to $1,629,178 in 1994, an increase of
$126,421, or approximately 8 percent, due to the increase in revenues, upon
which such fees and allocations are based.

Depreciation and amortization expense totaled $2,957,444 in 1995
compared to $2,379,471 in 1994, an increase of $577,973, or approximately 24
percent, due to capital additions in 1995 and 1994.

Operating income totaled $1,529,866 in 1995 compared to $1,324,181 in
1994, an increase of $205,685, or approximately 16 percent, due to the increase
in revenues exceeding the increases in operating expenses, management fees and
allocated overhead from the General Partner and depreciation and amortization
expense.

The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization totaled $4,487,310 in 1995 compared to
$3,703,652 in 1994, an increase of $783,658, or approximately 21 percent, due
to the increase in revenues exceeding the increases in operating expenses and
management fees and overhead from the General Partner.

Interest expense totaled $1,773,876 in 1995 compared to $1,126,399 in
1994, an increase of $647,477, or approximately 57 percent, due to higher
outstanding balances on interest bearing obligations and higher effective
interest rates during 1995.

The Partnership recognized net loss before equity in net income of
cable television joint venture of $194,179 in 1995 compared to income before
equity in net income of cable television joint venture of $107,920 in 1994, a
decrease of $302,099, due primarily to the increase in interest expense.

14
<PAGE> 15
1994 compared to 1993

Revenues of the Partnership totaled $12,791,832 in 1994 compared to
$11,922,307 in 1993, an increase of $869,525, or approximately 7 percent. An
increase in basic subscribers primarily accounted for the increase in revenues.
The number of basic subscribers increased 1,742, or approximately 5 percent, to
37,619 at December 31, 1994 from 35,877 at December 31, 1993. The increase in
revenues would have been greater but for the reduction in basic rates due to
basic rate regulations issued by the FCC in April 1993 with which the
Partnership complied effective September 1, 1993. No other factors
individually were significant to the increase in revenues.

Operating expenses totaled $7,459,002 in 1994 compared to $7,476,761
in 1993, a decrease of $17,759, or less than 1 percent. Operating expenses
represented approximately 58 percent of revenues in 1994 compared to
approximately 63 percent in 1993. The decrease in operating expenses was due
primarily to decreases in personnel related and marketing related expenses.
These decreases were partially offset by increases in programming fees and
plant maintenance costs. No other factors individually were significant to the
decrease in operating expenses.

Management fees and allocated overhead from the General Partner
totaled $1,629,178 in 1994 compared to $1,421,026 in 1993, an increase of
$208,152, or approximately 15 percent, due to the increase in revenues, upon
which such fees and allocations are based, and to an increase in expenses
allocated from the General Partner. The General Partner experienced increases
in expenses in 1994.

Depreciation and amortization expense totaled $2,379,471 in 1994
compared to $1,899,145 in 1993, an increase of $480,326, or approximately 25
percent, due to capital additions in 1994 and 1993.

Operating income totaled $1,324,181 in 1994 compared to $1,125,375 in
1993, an increase of $198,806, or approximately 18 percent, due to the increase
in revenues exceeding the increases in operating expenses, management fees and
allocated overhead from the General Partner and depreciation and amortization
expense.

Interest expense totaled $1,126,399 in 1994 compared to $636,263 in
1993, an increase of $490,136, or approximately 77 percent, due to higher
outstanding balances on interest bearing obligations and higher effective
interest rates.

Income before equity in net income of cable television joint venture
totaled $107,920 in 1994 compared to $461,481 in 1993, a decrease of $353,561,
or approximately 77 percent, due to the increase in interest expense exceeding
the increase in operating income.

In addition to the New York System owned by it, the Partnership also
owns an 8 percent interest in Cable TV Joint Fund 11 ("Joint Fund 11"). Refer
to Management's Discussion and Analysis of Financial Condition and Results of
Operations for Joint Fund 11 for details pertaining to its operation.

FINANCIAL CONDITION

On October 6, 1995, the Partnership entered into an asset purchase
agreement pursuant to which it agreed to sell the New York System to an
unaffiliated cable television system operator for a sales price of $84,000,000.
This transaction was approved by a majority of the Partnership's limited
partnership interests in a vote conducted during the first quarter of 1996.
The closing of the sale of the New York System is subject to the successful
transfer of the New York System's franchises. Closing of this sale is expected
to occur on or about April 1, 1996.

15
<PAGE> 16
Partnership, from the net proceeds of the New York System's sale. Once the
distribution of the net proceeds from the sale of the New York System has been
made, limited partners will have received a total of $1,605 for each $500
limited partnership interest, or $3,211 for each $1,000 invested in the
Partnership, taking into account distributions to limited partners made in July
1990 and July 1992. The Partnership will continue to own its 8 percent
interest in the Venture until the Manitowoc System also is sold. Upon the
closing of the sale of the Partnership's New York System and the Venture's
Manitowoc System, the Partnership will be liquidated and dissolved.

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. The closing of the sale of the Manitowoc System
is subject to a number of conditions, including the approval of the holders of
a majority of the limited partnership interests in each of the four
partnerships that comprise Joint Fund 11 in votes to be conducted in 1996 and
the successful renewal and transfer of the Manitowoc System's franchise.

If the proposed sale of the Manitowoc System is closed, Joint Fund 11
will pay all of its indebtedness, which totaled $55,175 at December 1995,
including $45,258 owed to the General Partner, and then the net sales proceeds
plus cash on hand will be distributed to Joint Fund 11's partners in proportion
to their ownership interests in Joint Fund 11. The Partnership accordingly
will receive 8 percent of such proceeds, estimated to total approximately
$1,432,700. Because limited partners will have already received distributions
in an amount in excess of the capital initially contributed to the Partnership
by the limited partners, the Partnership's portion of the net proceeds from the
Manitowoc System's sale will be distributed 75 percent to the limited partners
and 25 percent to the General Partner. Based upon pro forma financial
information as of December 31, 1995, as a result of the Manitowoc System's
sale, the limited partners of the Partnership, as a group, will receive
approximately $1,074,500 and the General Partner will receive approximately
$358,200. As a result, it is anticipated that the limited partners will
receive approximately $28 for each $500 limited partnership interest, or
approximately $57 for each $1,000 invested in the Partnership, from the
Partnership's portion of the net proceeds of the Manitowoc System's sale.
After the Partnership distributes its portion of the proceeds from the sale of
the Manitowoc System to its partners, the Partnership will be dissolved and
liquidated.

The Partnership expended approximately $4,143,000 on capital
improvements during 1995. Of this total, approximately 34 percent related to
the completion of the franchise required rebuild and upgrade of the New York
System. Plant extensions and service drops to subscriber homes accounted for
approximately 24 percent of the capital expenditures. Converters accounted for
approximately 10 percent of the capital expenditures. The remainder of the
expenditures were for various other enhancements in the New York System.
Funding for these expenditures was provided primarily by cash generated from
operations and borrowings under the Partnership's credit facility. Capital
additions for 1996 will consist of expenditures necessary to maintain the value
of the plant until the New York System is sold. Funding for these expenditures
is expected to be provided by cash generated from operations and available
borrowings from the Partnership's existing credit facility.

The Partnership has sufficient sources of capital available to meet
its presently anticipated needs from its ability to generate cash from
operations and from borrowings available under its credit facility.

In addition to the New York System owned by it, the Partnership owns
an 8 percent interest in Joint Fund 11. This investment is accounted for under
the equity method. When compared to the December 31, 1994 balance, this
investment has increased by $35,314 from $550,483 at December 31, 1994 to
$585,797 at December 31, 1995. This increase represents the Partnership's
proportionate share of income generated by Joint Fund 11. Refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations for Joint Fund 11 for details pertaining to its financial condition.

REGULATION AND LEGISLATION

16
<PAGE> 17
not yet received final approvals from regulatory authorities, however, and
there can be no assurance that the Partnership's cost-of-service showings will
prevent further rate reductions in this system until such final approvals are
received.

The Telecommunications Act of 1996 (the "1996 Act"), which became law
on February 8, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
including the Partnership effective March 31, 1999 and the cable programming
service tier of "small" cable operators in systems providing service to 50,000
or fewer subscribers effective immediately. The 1996 Act also revised the
procedures for filing cable programming service tier rate complaints and adds a
new effective competition test.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC will be
undertaking numerous rulemaking proceedings to interpret and implement the 1996
Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership. See Item 1.

CABLE TV JOINT FUND 11

RESULTS OF OPERATIONS

1995 compared to 1994

Revenues in Joint Fund 11's Manitowoc System totaled $3,632,675 in
1995 compared to $3,296,103 in 1994, an increase of $336,572, or approximately
10 percent. An increase in the subscriber base accounted for approximately 55
percent of the increase in revenues in 1995. The number of basic subscribers
increased by 602 subscribers, or approximately 6 percent, to 11,436 at December
31, 1995 from 10,834 at December 31, 1994. The number of premium subscribers
increased by 635 subscriptions, or approximately 9 percent, to 7,726 at
December 31, 1995 from 7,091 at December 31, 1994. Basic service rate
increases accounted for approximately 14 percent of the increase in revenues.
An increase in advertising sales activity accounted for approximately 22
percent of the increase in revenues. No other individual factor contributed
significantly to the increase in revenues.

Operating expenses consist primarily of costs associated with the
administration of the Manitowoc System. The principal cost components are
salaries paid to system personnel, programming expenses, professional fees,
subscriber billing costs, rent for leased facilities, cable system maintenance
expenses and consumer marketing expenses.

Operating expenses in the Manitowoc System totaled $2,327,354 in 1995
compared to $2,026,763 in 1994, an increase of $300,591, or approximately 15
percent. Operating expenses represented approximately 64 percent of revenues
in 1995 compared to approximately 61 percent of revenues in 1994. The increase
in expenses was primarily due to an increase in programming fees, property tax
expense and advertising sales related expenses. The increase in advertising
sales related expenses was due, in part, to an increase in advertising sales
activity. No other individual factor significantly affected the increase in
operating expenses.

Management fees and allocated overhead from the General Partner
totaled $463,691 for 1995 compared to $437,558 in 1994, an increase of $26,133,
or approximately 6 percent. The increase was due to the increase in revenues,
upon which such fees and allocations are based, and increases in allocated
expenses from the General Partner.

Depreciation and amortization expense totaled $545,237 in 1995
compared to $522,593 in 1994, an increase of $22,644, or approximately 4
percent, due to capital additions in 1995 and 1994.

17
<PAGE> 18
Operating income totaled $296,393 in 1995 compared to $309,189 in
1994, a decrease of $12,796, or approximately 4 percent. The decrease was due
to the increases in operating expenses, management fees and allocated overhead
from the General Partner and depreciation and amortization expense exceeding
the increase in revenues.

The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization totaled $841,630 for 1995 compared to
$831,782 in 1994, an increase of $9,848, or approximately 1 percent. The
increase was due to the increase in revenues exceeding the increases in
operating expenses and management fees and allocated overhead from the General
Partner.

Interest income totaled $166,280 in 1995 compared to $87,134 in 1994,
an increase of $79,146, or approximately 91 percent. This increase was due to
higher cash balances and higher interest rates on interest-bearing accounts in
1995.

Interest expense totaled $10,003 in 1995 compared to $15,716 in 1994,
a decrease of $5,713, or approximately 36 percent. The decrease was due to
lower outstanding balances on interest bearing obligations in 1995.

Net income of Joint Fund 11 totaled $453,912 in 1995 compared to
$373,181 in 1994, an increase of $80,731, or approximately 22 percent. The
increase was due primarily to the increase in interest income.

1994 compared to 1993

Revenues in the Manitowoc System totaled $3,296,103 in 1994 compared
to $3,292,675 in 1993, an increase of $3,428, or less than 1 percent. An
increase in the subscriber base primarily accounted for the increase in
revenues. Basic service subscribers increased 1,066, or approximately 11
percent, to 10,834 at December 31, 1994 from 9,768 at December 31, 1993.
Premium service subscriptions increased 1,795, or approximately 34 percent, to
7,091 at December 31, 1994 from 5,296 at December 31, 1993. The increase in
revenues would have been greater but for reductions in basic service rates due
to basic service rate regulations issued by the FCC in May 1993 and February
1994. No other individual factor was significant to the increase in revenues.

Operating expenses in the Manitowoc System totaled $2,026,763 in 1994
compared to $1,947,068 in 1993, an increase of $79,695, or approximately 4
percent. The increase in operating expenses was due primarily to increases in
programming fees and marketing related costs due to increases in basic service
subscribers and premium service subscriptions. These increases were partially
offset by a decrease in copyright fees. No other individual factor contributed
significantly to the increase in operating expenses. Operating expenses
represented approximately 61 percent of revenues in 1994 compared to
approximately 59 percent of revenues in 1993.

Management fees and allocated overhead from the General Partner
totaled $437,558 in 1994 compared to $411,577 in 1993, an increase of $25,981,
or approximately 6 percent. The increase was due to an increase in allocated
expenses from the General Partner. The General Partner experienced increases
in expenses in 1994.

Depreciation and amortization expense totaled $522,593 in 1994
compared to $517,441 in 1993, an increase of $5,152, or approximately 1
percent, due to capital additions in 1994 and 1993.

Operating income in the Manitowoc System totaled $309,189 in 1994
compared to $416,589 in 1993, a decrease of $107,400, or approximately 26
percent. The decrease was due to the increases in operating expenses,
allocated overhead from the General Partner and depreciation and amortization
expense exceeding the increase in revenues.

Interest expense for Joint Fund 11 totaled $15,716 in 1994 compared to
$22,912 in 1993, a decrease of $7,196, or approximately 31 percent, due to a
lower outstanding balance on interest bearing obligations. Other expense
totaled $7,426 in 1994 compared to $248,912 in 1993, primarily as a result of
Joint Fund 11 incurring costs associated with the litigation with the City of
Manitowoc during 1993. No such costs were incurred in 1994.

Net income for Joint Fund 11 totaled $373,181 in 1994 compared to
$246,536 in 1993, an increase of $126,645, or approximately 51 percent, due
primarily to the decrease in litigation costs discussed above.

18
<PAGE> 19
FINANCIAL CONDITION

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. This sales price is the average of three separate
independent appraisals of the fair market value of the Manitowoc System and the
General Partner's offer was the only bid tendered in a public bidding process
for the Manitowoc System. The General Partner assigned its rights and
obligations under the asset purchase agreement to Jones Cable Holdings, Inc.
("JCH"), a wholly owned subsidiary of the General Partner. The closing of the
sale will occur on a date upon which Joint Fund 11 and JCH mutually agree by
September 30, 1996. The sale of the Manitowoc System is subject to a number of
conditions, including approval of the transaction by the holders of a majority
of the Partnership's limited partnership interests and approvals from
governmental authorities and other third parties necessary to the transfer of
the Manitowoc System. If all conditions precedent to JCH's obligation to
close are not eventually satisfied or waived, JCH's obligation to purchase the
Manitowoc System will terminate on September 30, 1996.

In order to sell the Manitowoc System, Joint Fund 11 must obtain the
consent of the City of Manitowoc and third parties with whom Joint Fund 11 has
contracts related to the Manitowoc System, such as pole attachment agreements
or other service agreements, to the transfer thereof. Joint Fund 11 was
unsuccessful in its efforts to sell the Manitowoc System in June 1990, at the
time of Joint Fund 11's sale of its remaining Wisconsin cable television
systems, due to the refusal of the City of Manitowoc to consent to the transfer
of the system's franchise. Negotiations with the City of Manitowoc with
respect to the renewal and transfer of the Manitowoc System's franchise are
continuing, and the Manitowoc System currently is being operated pursuant to a
temporary extension of the franchise's term until March 29, 1996. The General
Partner hopes that the City ultimately will agree to the renewal and transfer
of the franchise and that the City will not take any action that will prevent
the closing of the sale of the Manitowoc System, but given the current status
of negotiations with the City there can be no assurance that the sale will
occur as planned.

If the proposed sale of the Manitowoc System is closed, Joint Fund 11
intends to distribute the sale proceeds, after the repayment of debt, to Cable
TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and
Cable TV Fund 11-D, Ltd. Net sales proceeds plus Joint Fund 11's cash on hand,
which are expected to total approximately $18,420,800, will be distributed as
follows: Cable TV Fund 11-A, Ltd. will receive approximately $3,356,700; Cable
TV Fund 11-B, Ltd. will receive approximately $1,432,700; Cable TV Fund 11-C,
Ltd. will receive approximately $4,994,100 and Cable TV Fund 11-D, Ltd. will
receive approximately $8,637,300. After Joint Fund 11 distributes the proceeds
from the sale of the Manitowoc System to its partners, Joint Fund 11 will be
liquidated and dissolved.

Joint Fund 11 had no bank debt outstanding at December 31, 1995.

During 1995, Joint Fund 11 expended approximately $311,000 for capital
expenditures in the Manitowoc System. These expenditures were used for various
projects to maintain the value of the system. These expenditures were funded
from cash generated from operations.

Capital expenditures in 1996 for the Manitowoc System will consist of
expenditures necessary to maintain the value of the Manitowoc System until it
is sold. It is expected that these capital expenditures will be funded from
cash on hand and cash generated from operations. Joint Fund 11 has sufficient
liquidity and capital resources, including cash on hand and its ability to
generate cash from operations, to meet its anticipated needs.

REGULATION AND LEGISLATION

19
<PAGE> 20
Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
including Joint Fund 11 effective March 31, 1999 and the cable programming
service tier of "small" cable operators in systems providing service to 50,000
or fewer subscribers effective immediately. The 1996 Act also revised the
procedures for filing cable programming service tier rate complaints and adds a
new effective competition test.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or Joint Fund 11 in particular. The FCC will be
undertaking numerous rulemaking proceedings to interpret and implement the 1996
Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on Joint Fund 11. See Item 1.

20
<PAGE> 21
Item 8. Financial Statements

CABLE TV FUND 11-B, LTD. AND
CABLE TV JOINT FUND 11

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1995 AND 1994

INDEX

<TABLE>
<CAPTION>
Page
-------------------------------

11-B Joint Fund 11
---- -------------
<S> <C> <C>
Report of Independent Public Accountants 22 34

Balance Sheets 23 35

Statements of Operations 25 37

Statements of Partners' Capital (Deficit) 26 38

Statements of Cash Flows 27 39

Notes to Financial Statements 28 40
</TABLE>

21
<PAGE> 22

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Fund 11-B, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 11-B,
LTD. (a Colorado limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 11-B,
Ltd. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1996.

22
<PAGE> 23
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------

ASSETS 1995 1994
------ ------------ ------------
<S> <C> <C>
CASH $ 325,270 $ 139,532

TRADE RECEIVABLES, less allowance for doubtful
receivables of $65,516 and $72,936 at
December 31, 1995 and 1994, respectively 554,478 472,417

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 45,527,837 41,384,394
Less- accumulated depreciation (19,238,591) (16,361,119)
------------ ------------
26,289,246 25,023,275

Investment in cable television joint venture 585,797 550,483
------------ ------------

Total investment in cable television
properties 26,875,043 25,573,758

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 398,874 328,988
------------ ------------

Total assets $ 28,153,665 $ 26,514,695
============ ============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

23
<PAGE> 24
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------

LIABILITIES AND PARTNERS' CAPITAL 1995 1994
--------------------------------- ------------ ------------
<S> <C> <C>
LIABILITIES:
Debt $ 23,807,849 $ 20,228,189
Accounts payable-
Trade 16,514 368,624
General Partner - 1,305,421
Accrued liabilities 1,521,748 1,647,247
Subscriber prepayments 51,498 50,293
------------ ------------

Total liabilities 25,397,609 23,599,774
------------ ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 52,221 53,810
------------ ------------

53,221 54,810
------------ ------------

Limited Partners-
Net contributed capital
(38,026 units outstanding at
December 31, 1995 and 1994) 15,661,049 15,661,049
Distributions (19,013,121) (19,013,121)
Accumulated earnings 6,054,907 6,212,183
------------ ------------

2,702,835 2,860,111
------------ ------------

Total liabilities and part
capital $ 28,153,665 $ 26,514,695
============ ============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

24
<PAGE> 25
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------

1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
REVENUES $14,366,359 $12,791,832 $11,922,307

COSTS AND EXPENSES:
Operating expenses 8,123,450 7,459,002 7,476,761
Management fees and allocated
overhead from General Partner 1,755,599 1,629,178 1,421,026
Depreciation and amortization 2,957,444 2,379,471 1,899,145
----------- ----------- -----------

OPERATING INCOME 1,529,866 1,324,181 1,125,375
----------- ----------- -----------

OTHER INCOME (EXPENSE):
Interest expense (1,773,876) (1,126,399) (636,263)
Other, net 49,831 (89,862) (27,631)
----------- ----------- -----------
Total other income
(expense) (1,724,045) (1,216,261) (663,894)
----------- ----------- -----------

INCOME (LOSS) BEFORE EQUITY
IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE (194,179) 107,920 461,481

EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE 35,314 29,033 19,180
----------- ----------- -----------

NET INCOME (LOSS) $ (158,865) $ 136,953 $ 480,661
=========== =========== ===========

ALLOCATION OF NET INCOME (LOSS):
General Partner $ (1,589) $ 1,370 $ 4,807
=========== =========== ===========
Limited Partners $ (157,276) $ 135,583 $ 475,854
=========== =========== ===========

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (4.14) $ 3.57 $ 12.51
=========== =========== ===========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 38,026 38,026 38,026
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

25
<PAGE> 26
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------

1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ 54,810 $ 53,440 $ 48,633
Net income (loss) for year (1,589) 1,370 4,807
---------- ---------- ----------

Balance, end of year $ 53,221 $ 54,810 $ 53,440
========== ========== ==========

LIMITED PARTNERS:
Balance, beginning of year $2,860,111 $2,724,528 $2,248,674
Net income (loss) for year (157,276) 135,583 475,854
---------- ---------- ----------

Balance, end of year $2,702,835 $2,860,111 $2,724,528
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

26
<PAGE> 27
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (158,865) $ 136,953 $ 480,661
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 2,957,444 2,379,471 1,899,145
Equity in net income of cable
television joint venture (35,314) (29,033) (19,180)
Increase in trade receivables (82,061) (80,298) (82,789)
Increase in deposits, prepaid
expenses and deferred charges (149,858) (148,507) (630,171)
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments (476,404) 115,186 (8,149)
Increase (decrease) in amount due
General Partner (1,305,421) 1,263,133 (135,385)
----------- ----------- -----------

Net cash provided by
operating activities 749,521 3,636,905 1,504,132
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (4,143,443) (7,370,516) (7,984,770)
----------- ----------- -----------

Net cash used in investing activities (4,143,443) (7,370,516) (7,984,770)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 23,978,762 2,815,472 7,544,156
Repayment of debt (20,399,102) (114,093) (79,655)
----------- ----------- -----------

Net cash provided by
financing activities 3,579,660 2,701,379 7,464,501
----------- ----------- -----------

Increase (decrease) in cash 185,738 (1,032,232) 983,863

Cash, beginning of year 139,532 1,171,764 187,901
----------- ----------- -----------

Cash, end of year $ 325,270 $ 139,532 $ 1,171,764
=========== =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,828,878 $ 916,971 $ 693,276
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

27
<PAGE> 28
CABLE TV FUND 11-B, LTD.
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Fund 11-B, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on June 17, 1983, under a public program sponsored by
Jones Intercable, Inc. The Partnership was formed to acquire, construct,
develop and operate cable television systems. Jones Intercable, Inc.
("Intercable"), a publicly held Colorado corporation, is the "General Partner"
and manager of the Partnership. Intercable and its subsidiaries also own and
operate cable television systems. In addition, Intercable manages cable
television systems for other limited partnerships for which it is general
partner and, also, for affiliated entities.

The Partnership owns and operates the cable television system serving
the municipalities of Lancaster, Lockport and Orchard Park, New York (the "New
York System"). In addition to the New York System, the Partnership owns an 8
percent interest in Cable TV Joint Fund 11 ("Joint Fund 11") through capital
contributions made during 1984 of $3,500,000. Joint Fund 11 owns and operates
the cable television system serving the city of Manitowoc, Wisconsin (the
"Manitowoc System").

Proposed Sales of Cable Television Systems

Upon consummation of the proposed sale of the New York System, the
Partnership will pay all of its indebtedness, which totaled approximately
$23,808,000 at December 31, 1995, its sales tax liability of approximately
$1,750,000 and a brokerage fee of $2,100,000 to The Jones Group, Ltd., a
subsidiary of the General Partner, and then the Partnership will distribute the
approximate $56,047,500 net proceeds to its partners of record as of February
29, 1996. Because limited partners have already received distributions in an
amount equal to 100 percent of the capital initially contributed to the
Partnership by the limited partners, the net proceeds from the New York
System's sale will be distributed 75 percent to the limited partners and 25
percent to the General Partner. Based upon the pro forma financial information
as of December 31, 1995, as a result of the New York System's sale, the limited
partners of the Partnership, as a group, will receive approximately $42,035,600
and the General Partner will receive approximately $14,011,900. Limited
partners will receive $1,105 for each $500 limited partnership interest, or
$2,211 for each $1,000 invested in the Partnership, from the net proceeds of
the New York System's sale. Once the distribution of the net proceeds from the
sale of the New York System has been made, limited partners will have received
a total of $1,605 for each $500 limited partnership interest, or $3,211 for
each $1,000 invested in the Partnership, taking into account distributions to
limited partners made in July 1990 and July 1992. The Partnership will
continue to own its 8 percent interest in the Venture until the Manitowoc
System also is sold. Upon the closing of the sale of the Partnership's New
York System and the Venture's Manitowoc System, the Partnership will be
liquidated and dissolved.

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. The closing of the sale of the Manitowoc System
is subject to a number of conditions, including the approval of the holders of
a majority of the limited partnership interests in each of the four
partnerships that comprise Joint Fund 11 in votes to be conducted in 1996 and
the successful renewal and transfer of the Manitowoc System's franchise.

28
<PAGE> 29
accordingly will receive 8 percent of such proceeds, estimated to total
approximately $1,432,700. Because limited partners will have already received
distributions in an amount in excess of the capital initially contributed to
the Partnership by the limited partners, the Partnership's portion of the net
proceeds from the Manitowoc System's sale will be distributed 75 percent to the
limited partners and 25 percent to the General Partner. Based upon pro forma
financial information as of December 31, 1995, as a result of the Manitowoc
System's sale, the limited partners of the Partnership, as a group, will
receive approximately $1,074,500 and the General Partner will receive
approximately $358,200. As a result, it is anticipated that the limited
partners will receive approximately $28 for each $500 limited partnership
interest, or approximately $57 for each $1,000 invested in the Partnership,
from the Partnership's portion of the net proceeds of the Manitowoc System's
sale. After the Partnership distributes its portion of the proceeds from the
sale of the Manitowoc System to its partners, the Partnership will be
dissolved and liquidated.

Contributed Capital

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital. No limited partner is obligated to make any
additional contribution to partnership capital.

Intercable purchased its interest in the Partnership by contributing
$1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to Intercable, except for income or gain
from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the partnership
agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to
the limited partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. The Partnership's tax returns are also prepared on the accrual
basis.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Investment in Cable Television Joint Venture

The Partnership's investment in Joint Fund 11 is accounted for under
the equity method due to the Partnership's influence on Joint Fund 11 as a
general partner. When compared to the December 31, 1994 balance, this
investment has increased by $35,314. This increase represents the
Partnership's proportionate share of income generated by Joint Fund 11 during
1995. The operations of Joint Fund 11 are significant to the Partnership and
should be reviewed in conjunction with these financial statements. Reference
is made to the accompanying financial statements of Joint Fund 11 on pages 35
to 43.

Property, Plant and Equipment

Depreciation of property, plant and equipment is provided using the
straight-line method over the following estimated service lives:

<TABLE>
<S> <C>
Cable distribution systems 5-15 years
Equipment and tools 3- 5 years
Buildings 10-31 years
Office furniture and equipment 5 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.

29
<PAGE> 30
Allocation of Cost of Purchased Cable Television Systems

The Partnership allocated the total contract purchase price of cable
television systems acquired as follows: first, to the fair value of net
tangible assets acquired; second, to the value of subscriber lists; and third,
to franchise costs. Brokerage fees paid to an affiliate of Intercable and
other system acquisition costs were capitalized and charged to distribution
systems.

Revenue Recognition

Subscriber prepayments are initially deferred and recognized as
revenue when earned.

Reclassification

Certain prior year amounts have been reclassified to conform to the
1995 presentation.

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

Management Fees, Distribution Ratios and Reimbursement

Intercable manages the Partnership and receives a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. For the years ended
December 31, 1995, 1994 and 1993 management fees paid to Intercable, excluding
the Partnership's 8 percent interest in Joint Fund 11, were $718,318, $639,592,
and $596,115, respectively.

Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners
and 1 percent to Intercable. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of the system or upon dissolution of the Partnership, will
be made as follows: first, to the limited partners in an amount which,
together with all prior distributions, will equal the amount initially
contributed to the Partnership capital by the limited partners; the balance, 75
percent to the limited partners and 25 percent to Intercable. In July 1990,
$9,153,740 of the limited partners' initial capital contributions was
distributed to the limited partners from funds received from Joint Fund 11. In
July 1992, the remaining amount of limited partners' initial capital
($9,859,381) was distributed to the limited partners from funds received from
the sale of the Grand Island System. Any future distributions will be made 75
percent to the limited partners and 25 percent to Intercable.

The Partnership reimburses Intercable for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid to corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. These reimbursements are limited to 25 percent of the gross
revenues of the Partnership. Allocations of personnel costs are primarily
based upon actual time spent by employees of Intercable with respect to each
partnership managed. Remaining expenses are allocated based on the pro rata
relationship of the Partnership's revenues to the total revenues of all systems
owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by Intercable and all other systems owned by partnerships for
which Intercable is the general partner are also allocated a proportionate
share of these expenses. The General Partner believes that the methodology
used in allocating overhead and administrative expenses is reasonable.
Reimbursements by the Partnership to the General Partner for allocated overhead
and administrative expenses, excluding the Partnership's 8 percent interest in
Joint Fund 11, were $1,037,281, $989,586 and $824,911 for the years ended
December 31, 1995, 1994 and 1993, respectively.

The Partnership was charged interest during 1995 at an average
interest rate of 10.51 percent on amounts due Intercable, which approximated
Intercable's weighted average cost of borrowings. Total interest charged by
the General Partner to the Partnership was $13,980, $14,287 and $13,350 in
1995, 1994 and 1993, respectively.

30
<PAGE> 31
Payments to/from Affiliates for Programming Services

The Partnership receives programming from Superaudio, Mind Extension
University, Jones Computer Network and Product Information Network, all of
which are affiliates of Intercable.

Payments to Superaudio totaled approximately $21,712, $21,977 and
$21,590 in 1995, 1994 and 1993, respectively. Payments to Mind Extension
University totaled approximately $23,227, $19,914 and $12,565 in 1995, 1994 and
1993, respectively. Payments to Jones Computer Network, which initiated
service in 1994, totaled $46,392 and $-0- in 1995 and 1994, respectively.

The Partnership receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers.
Product Information Network, which initiated service in 1994, paid commissions
to the Partnership totaling $38,629 and $186 in 1995 and 1994, respectively.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:

<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cable distribution systems $ 38,743,119 $ 34,793,908
Equipment and tools 1,622,222 1,586,646
Office furniture and equipment 501,055 479,991
Buildings 3,612,257 3,441,156
Vehicles 954,764 988,273
Land 94,420 94,420
------------ ------------
45,527,837 41,384,394
Less - accumulated depreciation (19,238,591) (16,361,119)
------------ ------------
$ 26,289,246 $ 25,023,275
============ ============
</TABLE>

(5) DEBT

Debt consists of the following:
<TABLE>
<CAPTION>
December 31,
----------------------------

1995 1994
----------- -----------
<S> <C> <C>
Lending institutions-

Revolving credit agreement $23,600,000 $20,000,000

Capital lease obligations 207,849 228,189
----------- -----------
$23,807,849 $20,228,189
=========== ===========
</TABLE>

On February 28, 1995, the Partnership entered into a $25,000,000
revolving credit and term loan agreement. The revolving credit period expires
January 1, 1997, at which time the outstanding balance converts to a term loan
payable in 24 consecutive quarterly installments commencing March 31, 1997.
Proceeds from this credit facility were used to repay amounts outstanding under
the Partnership's previous credit facility, repay amounts due the General
Partner and fund capital expenditures. As of December 31, 1995, $23,600,000
was outstanding under this agreement, leaving $1,400,000 available for future
needs of the Partnership. Interest payable on outstanding amounts is at the
Partnership's option of the Base Rate plus 1/2 percent or the London InterBank
Offered Rate plus 1-3/8 percent. The effective interest rates on outstanding
obligations as of December 31, 1995 and 1994 were 7.03 percent and 6.77
percent, respectively. This loan is expected to be paid in full upon closing
of the sale of the New York System.

31
<PAGE> 32
Installments due on debt principal for each of the five years in the
period ending December 31, 2000 and thereafter, $62,355, $2,894,355,
$3,602,355, $3,796,784, $4,248,000 and $9,204,000. Substantially all of the
Partnership's property, plant and equipment are pledged as security for the
above indebtedness.

At December 31, 1995, the carrying amount of the Partnership's
long-term debt did not differ significantly from the estimated fair value of
the financial instruments. The fair value of the Partnership's long-term debt
is estimated based on the discounted amount of future debt service payments
using rates of borrowing for a liability of similar risk.

(6) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The Federal and state
income tax returns of the Partnership are prepared and filed by Intercable.

The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable income or loss are
subject to examination by Federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would likely be
changed accordingly.

Taxable income reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
allowed under generally accepted accounting principles and the expense allowed
for tax purposes under the Modified Accelerated Cost Recovery System (MACRS).
There are no other significant differences between taxable income or losses and
the net income or losses reported in the statements of operations.

(7) COMMITMENTS AND CONTINGENCIES

The Partnership has filed cost-of-service showings in response to
rulemakings concerning the 1992 Cable Act for the New York System and thus
anticipates no further reductions in rates in this system. The cost-of-service
showings have not yet received final approvals from regulatory authorities,
however, and there can be no assurance that the Partnership's cost-of-service
showings will prevent further rate reductions in this system until such final
approvals are received.

The Partnership rents office and other facilities under various
long-term lease arrangements. Rent expense paid under such lease arrangements
totaled $9,145, $16,093 and $31,480, respectively, for the years ended December
31, 1995, 1994 and 1993. Minimum commitments under operating leases for the
five years in the period ending December 31, 2000 and thereafter are as
follows:

<TABLE>
<S> <C>
1996 $7,640
1997 1,424
1998 -
1999 -
2000 -
Thereafter -
------
$9,064
======
</TABLE>

32
<PAGE> 33
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------

1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ 174,344 $ 169,070 $ 223,569
========== ========== ==========

Taxes, other than income and
payroll taxes $ 228,187 $ 175,771 $ 137,070
========== ========== ==========

Advertising $ 98,473 $ 114,475 $ 208,035
========== ========== ==========

Depreciation of property, plant
and equipment $2,957,444 $2,379,471 $1,899,145
========== ========== ==========

Amortization of intangible
assets $ - $ - $ -
========== ========== ==========
</TABLE>

33
<PAGE> 34

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Joint Fund 11:

We have audited the accompanying balance sheets of CABLE TV JOINT FUND
11 (a Colorado general partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the General Partners' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Joint Fund
11 as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1996.

34
<PAGE> 35
CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
--------------------------------

ASSETS 1995 1994
------ ----------- -----------
<S> <C> <C>
CASH $ 2,984,284 $ 2,429,603

TRADE RECEIVABLES, less allowance for doubtful
receivables of $6,374 and $4,412 at
December 31, 1995 and 1994, respectively 133,491 92,110

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 7,957,720 7,646,689
Less- accumulated depreciation (5,441,063) (5,051,015)
----------- -----------

2,516,657 2,595,674

Franchise costs, net of accumulated amortization
of $1,396,225 and $1,287,891 at
December 31, 1995 and 1994, respectively - 108,334
Subscriber lists, net of accumulated amortization
of $257,775 and $237,741 at December 31, 1995
and 1994, respectively - 20,034
----------- -----------

Total investment in cable television
properties 2,516,657 2,724,042

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,869,614 1,853,355
----------- -----------

Total assets $ 7,504,046 $ 7,099,110
=========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

35
<PAGE> 36
CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
------------------------------------

LIABILITIES AND PARTNERS' CAPITAL 1995 1994
--------------------------------- -------------- --------------
<S> <C> <C>
LIABILITIES:
Capital lease obligations $ 9,917 $ 26,385
Accounts payable-
Trade 612 16,340
Jones Intercable, Inc. 45,258 72,764
Accrued liabilities 381,153 368,106
Subscriber prepayments 15,349 17,670
------------- -------------

Total liabilities 452,289 501,265
------------- -------------

PARTNERS' CAPITAL:
Contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 80,966,250 80,512,338
------------- -------------

7,051,757 6,597,845
------------- -------------

Total liabilities and
partners' capital $ 7,504,046 $ 7,099,110
============= =============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

36
<PAGE> 37
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------

1995 1994 1993
----------- ---------- ----------
<S> <C> <C> <C>
REVENUES $3,632,675 $3,296,103 $3,292,675

COSTS AND EXPENSES:
Operating expenses 2,327,354 2,026,763 1,947,068
Management fees and allocated
expenses from Jones Intercable, Inc. 463,691 437,558 411,577
Depreciation and amortization 545,237 522,593 517,441
---------- ---------- ---------

OPERATING INCOME 296,393 309,189 416,589
---------- ---------- ---------

OTHER INCOME (EXPENSE):
Interest expense (10,003) (15,716) (22,912)
Interest income 166,280 87,134 101,771
Other, net 1,242 (7,426) (248,912)
---------- ---------- ---------

Total other income (expense), net 157,519 63,992 (170,053)
---------- ---------- ---------

NET INCOME $ 453,912 $ 373,181 $ 246,536
========== ========== =========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

37
<PAGE> 38
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------

1995 1994 1993
---------- --------- ----------
<S> <C> <C> <C>
CABLE TV FUND 11-A, LTD. (18%):
Balance, beginning of year $1,231,800 $1,163,806 $1,118,887
Net income for year 82,703 67,994 44,919
---------- ---------- ----------
Balance, end of year $1,314,503 $1,231,800 $1,163,806
---------- ---------- ----------

CABLE TV FUND 11-B, LTD. (8%):
Balance, beginning of year $ 550,483 $ 521,450 $ 502,270
Net income for year 35,314 29,033 19,180
---------- ---------- ----------
Balance, end of year $ 585,797 $ 550,483 $ 521,450
---------- ---------- ----------

CABLE TV FUND 11-C, LTD. (27%):
Balance, beginning of year $2,316,337 $2,215,168 $2,148,332
Net income for year 123,056 101,169 66,836
---------- ---------- ----------
Balance, end of year $2,439,393 $2,316,337 $2,215,168
---------- ---------- ----------

CABLE TV FUND 11-D, LTD. (47%):
Balance, beginning of year $2,499,225 $2,324,240 $2,208,639
Net income for year 212,839 174,985 115,601
---------- ---------- ----------
Balance, end of year $2,712,064 $2,499,225 $2,324,240
---------- ---------- ----------

TOTAL:
Balance, beginning of year $6,597,845 $6,224,664 $5,978,128
Net income for year 453,912 373,181 246,536
---------- ---------- ----------
Balance, end of year $7,051,757 $6,597,845 $6,224,664
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

38
<PAGE> 39
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 453,912 $ 373,181 $ 246,536
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 545,237 522,593 517,441
Increase in trade receivables (41,381) (41,640) (14,686)
Increase in deposits, prepaid
expenses and deferred charges (43,080) (1,372) (1,625)
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments (5,002) 69,592 (331,331)
Increase (decrease) in amount due Jones Intercable, Inc. (27,506) 39,939 (19,920)
---------- ---------- -----------

Net cash provided by operating activities 882,180 962,293 396,415
---------- ---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (311,031) (379,930) (248,223)
Franchise renewal deposit - - (1,850,000)
---------- ---------- -----------

Net cash used in investing activities (311,031) (379,930) (2,098,223)
---------- ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 18,264 -
Repayment of debt (16,468) (12,008) (9,059)
---------- ---------- -----------

Net cash provided by (used in)
financing activities (16,468) 6,256 (9,059)
---------- ---------- -----------

Increase (decrease) in cash 554,681 588,619 (1,710,867)

Cash, beginning of year 2,429,603 1,840,984 3,551,851
---------- ---------- -----------

Cash, end of year $2,984,284 $2,429,603 $ 1,840,984
========== ========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 10,003 $ 15,716 $ 22,912
========== ========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

39
<PAGE> 40
CABLE TV JOINT FUND 11
(A General Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Joint Fund 11 ("Joint Fund 11"), a Colorado general
partnership, was formed on February 1, 1984, through a joint venture agreement
made by and among Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-B,
Ltd. ("Fund 11-B"), Cable TV Fund 11-C, Ltd. ("Fund 11-C") and Cable TV Fund
11-D, Ltd ("Fund 11-D"), all Colorado limited partnerships (the "Joint Venture
Partners"). Joint Fund 11 was formed to acquire, construct, develop and
operate cable television systems. Joint Fund 11 owns and operates the cable
television system serving the areas in and around the city of Manitowoc,
Wisconsin (the "Manitowoc System"). Jones Intercable, Inc. ("Intercable"), who
is the "General Partner" of each of the Joint Venture Partners, manages Joint
Fund 11. Intercable and its subsidiaries also own and operate other cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is general partner and, also, for
affiliated entities.

Proposed Sale of Cable Television System

On September 5, 1995, Joint Fund 11 entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667, subject to normal working
capital closing adjustments. This sales price is the average of three separate
independent appraisals of the fair market value of the Manitowoc System and the
General Partner's offer was the only bid tendered in a public bidding process
for the Manitowoc System. The General Partner assigned its rights and
obligations under the asset purchase agreement to Jones Cable Holdings, Inc.
("JCH"), a wholly owned subsidiary of the General Partner. The closing of the
sale will occur on a date upon which Joint Fund 11 and JCH mutually agree by
September 30, 1996. The sale of the Manitowoc System is subject to a number of
conditions, including approval of the transaction by the holders of a majority
of the Partnership's limited partnership interests and approvals from
governmental authorities and other third parties necessary to the transfer of
the Manitowoc System. If all conditions precedent to JCH's obligation to
close are not eventually satisfied or waived, JCH's obligation to purchase the
Manitowoc System will terminate on September 30, 1996.

Contributed Capital, Sharing Ratios and Distribution

The capitalization of Joint Fund 11 is set forth in the accompanying
statements of partners' capital. Profits and losses of Joint Fund 11 are
allocated to the partners in proportion to their respective partnership
interests.

40
<PAGE> 41
All partnership distributions, including those made from cash flow
(defined as cash receipts derived from routine operations, less debt principal
and interest payments and cash expenses), from the sale or refinancing of
partnership property and on dissolution of Joint Fund 11, are made to the
partners also in proportion to their approximate respective interests in Joint
Fund 11 as follows:

<TABLE>
<S> <C>
Cable TV Fund 11-A, Ltd. 18%
Cable TV Fund 11-B, Ltd. 8%
Cable TV Fund 11-C, Ltd. 27%
Cable TV Fund 11-D, Ltd. 47%
---
100%
===
</TABLE>

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. Joint Fund 11's tax returns are also prepared on the accrual
basis.

Property, Plant and Equipment

Depreciation is determined using the straight-line method over the
following estimated service lives:

<TABLE>
<S> <C>
Cable distribution systems 5-15 years
Equipment and tools 3-5 years
Buildings 20 years
Office furniture and equipment 5 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.

Intangible Assets

Costs assigned to franchises and subscriber lists were amortized using
the straight-line method over their estimated useful lives.

Revenue Recognition

Subscriber prepayments are initially deferred and recognized as
revenue when earned.

(3) TRANSACTIONS WITH JONES INTERCABLE, INC. AND AFFILIATES

Management Fees and Reimbursements

Intercable manages Joint Fund 11 and receives a fee for its services
equal to 5 percent of the gross revenues, excluding revenues from the sale of
the cable television systems or franchises. Management fees paid to Intercable
during 1995, 1994 and 1993 were $181,634, $164,805 and $164,634, respectively.

Intercable is reimbursed for certain allocated overhead and
administrative expenses. These expenses represent the salaries and related
benefits paid to corporate personnel, rent, data processing services and other
corporate facilities costs.

41
<PAGE> 42
Such personnel provide engineering, marketing, administrative, accounting,
legal and investor relations services to Joint Fund 11. Allocations of
personnel costs are primarily based upon actual time spent by employees of
Intercable with respect to each partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's revenues to
the total revenues of all systems owned or managed by Intercable and certain of
its subsidiaries. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. Intercable believes that the
methodology used in allocating overhead and administrative expenses is
reasonable. The amount of allocated overhead and administrative expenses
charged to Joint Fund 11 during 1995, 1994 and 1993 was $282,057, $272,753 and
$246,943, respectively.

Joint Fund 11 was charged interest during 1995 at an average interest
rate of 10.5 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowings. Total interest charged
during 1995, 1994 and 1993 was $6,848, $13,306 and $21,071, respectively.

Payments to/from Affiliates for Programming Services

Joint Fund 11 receives programming from Superaudio, Mind Extension
University, Jones Computer Network and Product Information Network, all of
which are affiliates of Intercable.

Payments to Superaudio totaled $6,318, $6,105 and $6,040 in 1995, 1994
and 1993, respectively. Payments to Mind Extension University totaled $6,759,
$5,532 and $3,515 in 1995, 1994 and 1993, respectively. Payments to Jones
Computer Network, which initiated service in 1994, totaled $12,760 and $3,316
in 1995 and 1994, respectively.

Joint Fund 11 receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network, which initiated service in 1994, paid commissions to Joint
Fund 11 totaling $4,559 and $510 in 1995 and 1994, respectively.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:

<TABLE>
<CAPTION>
1995 1994
----------- ------------
<S> <C> <C>
Cable distribution systems $ 7,279,475 $ 6,957,103
Equipment and tools 259,414 249,348
Office furniture and equipment 147,163 146,463
Buildings 113,431 113,431
Vehicles 158,237 180,344
----------- ------------

7,957,720 7,646,689
Less - accumulated depreciation (5,441,063) (5,051,015)
----------- ------------

$ 2,516,657 $ 2,595,674
=========== ============
</TABLE>

(5) DEBT

Debt consists of capital lease obligations with maturities of 1 to 4
years. Installments due on debt principal for the five years in the period
ending December 31, 2000, respectively, are: $2,776, $2,776, $2,776, $1,589,
and $-0-.

(6) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue to the partners of Funds 11-A, 11-B, 11-C and
11-D, which are general partners in Joint Fund 11.

Joint Fund 11's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable partnership income or
loss are subject to examination by federal and state taxing authorities. If
such examinations result in changes with respect to the Joint

42
<PAGE> 43
Fund 11's qualification as such, or in changes with respect to Joint Fund 11's
recorded income or loss, the tax liability of the general and limited partners
would likely be changed accordingly.

Taxable income reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
allowed under generally accepted accounting principles and the expense allowed
for tax purposes under the Modified Accelerated Cost Recovery System (MACRS).
There are no other significant differences between taxable income and the net
income reported in the statements of operations.

(7) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------

1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Maintenance and repairs $ 27,102 $ 41,329 $ 34,813
======== ======== ========

Taxes, other than income and
payroll taxes $124,403 $ 52,294 $ 57,152
======== ======== ========

Advertising $ 62,160 $ 81,763 $ 56,930
======== ======== ========

Depreciation of property,
plant and equipment $416,869 $379,817 $374,665
======== ======== ========

Amortization of intangible assets $128,368 $142,776 $142,776
======== ======== ========
</TABLE>

43
<PAGE> 44
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner is set
forth below.

Glenn R. Jones 66 Chairman of the Board and Chief Executive Officer
Derek H. Burney 56 Vice Chairman of the Board
James B. O'Brien 46 President and Director
Ruth E. Warren 46 Group Vice President/Operations
Kevin P. Coyle 44 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
George H. Newton 61 Group Vice President/Telecommunications
Timothy J. Burke 45 Group Vice President/Taxation/Administration
Raymond L. Vigil 49 Group Vice President/Human Resources and Director
Cynthia A. Winning 44 Group Vice President/Marketing
Elizabeth M. Steele 44 Vice President/General Counsel/Secretary
Larry W. Kaschinske 36 Controller
Robert E. Cole 63 Director
William E. Frenzel 67 Director
Donald L. Jacobs 57 Director
James J. Krejci 54 Director
John A. MacDonald 42 Director
William E. Frenzel 67 Director
Raphael M. Solot 62 Director
Daniel E. Somers 48 Director
Howard O. Thrall 48 Director
Robert B. Zoellick 42 Director

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970, and
he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, is a past and present member of the Board of
Directors and the Executive Committee of the National Cable Television
Association. He also is on the Executive Committee of Cable in the Classroom, an
organization dedicated to education via cable. Additionally, in March 1991, Mr.
Jones was appointed to the Board of Governors for the American Society for
Training and Development, and in November 1992 to the Board of Education Council
of the National Alliance of Business. Mr. Jones is also a founding member of the
James Madison Council of the Library of Congress. Mr. Jones is a past director
and member of the Executive Committee of C-Span. Mr. Jones has been the
recipient of several awards including the Grand Tam Award in 1989, the highest
award from the Cable Television Administration and Marketing Society; the
Chairman's Award from the Investment Partnership Association, which is an
association of sponsors of public syndications; the cable television industry's
Public Affairs Association President's Award in 1990, the Donald G. McGannon
award for the advancement of minorities and women in cable; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Women in Cable
Accolade in 1990 in recognition of support of this organization; the Most
Outstanding Corporate

44
<PAGE> 45
Individual Achievement award from the International Distance Learning
Conference; the Golden Plate Award from the American Academy of Achievement for
his advances in distance education; the Man of the Year named by the Denver
chapter of the Achievement Rewards for College Scientists; and in 1994 Mr. Jones
was inducted into Broadcasting and Cable's Hall of Fame.

Mr. Derek H. Burney was appointed a Director of the General Partner on
December 20, 1994 and Vice Chairman of the Board of Directors on January 31,
1995. Mr. Burney joined BCE Inc., Canada's largest telecommunications company,
in January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime
Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S. - Canada Free Trade Agreement. In July
1993, he was named an Officer of the Order of Canada. Mr. Burney is chairman of
Bell Cablemedia plc. He is a director of Mercury Communications Limited,
Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor
Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation
Limited and Northbridge Programming Inc.

Mr. James B. O'Brien, the General Partner's President, joined the General
Partner in January 1982. Prior to being elected President and a Director of the
General Partner in December 1989, Mr. O'Brien served as a Division Manager,
Director of Operations Planning/Assistant to the CEO, Fund Vice President and
Group Vice President/Operations. Mr. O'Brien was appointed to the General
Partner's Executive Committee in August 1993. As President, he is responsible
for the day-to-day operations of the cable television systems managed and owned
by the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry. He also serves as a director
of the Cable Television Administration and Marketing Association and as a
director of the Walter Kaitz Foundation, a foundation that places people of
ethnic minority groups in positions with cable television systems, networks and
vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has served
in various operational capacities, including system manager and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations of
the General Partner in September 1990.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner in
August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer. Previous to joining
the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission
Systems Business Division in various technical management capacities since 1981,
and as Vice President of Engineering since 1989.

Mr. George H. Newton joined the General Partner in January 1996 as Group
Vice President/Telecommunications. Prior to joining the General Partner, Mr.
Newton was President of his own consulting business, Clear Solutions, and since
1994 Mr. Newton has served as a Senior Advisor to Bell Canada International.
From 1990 to 1993, Mr. Newton served as the founding Chief Executive Officer and
Managing Director of Clear Communications, New Zealand, where he established an
alternative telephone company in New Zealand. From 1964 to 1990, Mr. Newton held
a wide variety of operational and business assignments with Bell Canada
International.

Mr. Timothy J. Burke joined the General Partner in August 1982 as corporate
tax manager, was elected Vice President/Taxation in November 1986 and Group Vice
President/Taxation/Administration in October 1990.

Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group Vice
President/Human Resources. Previous to joining the General Partner, Mr. Vigil
served as Executive Director of Learning with

45
<PAGE> 46
USWest. Prior to USWest, Mr. Vigil worked in various human resources posts over
a 14-year term with the IBM Corporation.

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms.
Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable. Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.

Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990 and named Controller in August 1994.

Mr. Robert E. Cole was appointed a Director of the General Partner in March
1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life
Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI
Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and
co-founder of a specialty investment banking firm that provided services to
finance the ownership and growth of emerging companies, productive assets and
real property. Mr. Cole is a Certified Financial Planner and a former United
States Naval Aviator.

Mr. William E. Frenzel was appointed a Director of the General Partner on
April 11, 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C. Until
his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.

Mr. Donald L. Jacobs was appointed a Director of the General Partner on
April 11, 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During
his career, Mr. Jacobs served on several corporate, professional and civic
boards.

Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He also served as an officer of Jones Futurex, Inc., a
subsidiary of the General Partner engaged in manufacturing and marketing data
encryption devices, Jones Interactive, Inc., a subsidiary of Jones
International, Ltd. providing computer data and billing processing facilities
and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr.
Jones, and several of its subsidiaries engaged in the provision of
telecommunications

46
<PAGE> 47
services until leaving the General Partner in May 1994. Mr. Krejci has been a
Director of the General Partner since August 1987.

Mr. John A. MacDonald was appointed a Director of the General Partner on
November 8, 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc. Prior
to joining Bell Canada in November 1994, Mr. MacDonald was President and Chief
Executive Officer of The New Brunswick Telephone Company, Limited, a post he had
held since March of that year. Prior to March 1994, Mr. MacDonald was with NBTel
for 17 years serving in various capacities, including Market Planning Manager,
Corporate Planning Manager, Manager of Systems Planning and Development and
General Manager, Chief Engineer and General Manager of Engineering and
Information Systems and Vice President of Planning. Mr. MacDonald was the former
Chairman of the New Brunswick section of the Institute of Electrical and
Electronic Engineers and also served on the Federal Government's Information
Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive
Inc. and Stentor Canadian Network Management and is presently a Governor of the
Montreal Exchange. He also serves on the Board of Directors of Tele-Direct
(Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie
Inc., and is a member of the University of New Brunswick Venture Campaign
Cabinet.

Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996. Mr. Solot is an attorney licensed to practice law in the State of
Colorado. Mr. Solot has practiced law in the State of Colorado as a sole
practitioner since obtaining his Juris Doctor degree from the University of
Colorado in 1964.

Mr. Daniel E. Somers was initially appointed a Director of the General
Partner on December 20, 1994. Mr. Somers resigned as a Director on December 31,
1995, at the time he was elected Chief Executive Officer of Bell Cablemedia. Mr.
Somers was reinstated as a Director of the General Partner on February 2, 1996.
From January 1992 to January 1995, Mr. Somers worked as senior Vice President
and Chief Financial Officer of Bell Canada International Inc. and was appointed
Executive Vice President and Chief Financial Officer on February 1, 1995. He is
also a Director of certain of its affiliates. Mr. Somers currently serves as
Chief Executive Officer of Bell Cablemedia. Prior to joining Bell Canada
International Inc. and since January 1989, Mr. Somers was the President and
Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a
member of the North American Society of Corporate Planning, the Financial
Executives Institution and the Financial Analysts Federation.

Mr. Howard O. Thrall was appointed a Director of the General Partner on
March 6, 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Since September 1993, Mr. Thrall
has served as Vice President of Sales, Asian Region, for World Airways, Inc.
From 1984 until August 1993, Mr. Thrall was with the McDonnell Douglas
Corporation, where he concluded as a Regional Vice President, Commercial
Marketing with the Douglas Aircraft Company subsidiary. Mr. Thrall is also a
management and international marketing consultant, having completed assignments
with First National Net, Inc., Cheong Kang Associated (Korea), Aero Investment
Alliance, Inc. and Western Real Estate Partners.

Mr. Robert B. Zoellick was appointed a Director of the General Partner on
April 11, 1995. Mr. Zoellick is Executive Vice President, General Counsel and
Corporate Secretary of Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August 1992,
Mr. Zoellick served concurrently as the Under Secretary of State for Economic
and Agricultural Affairs and as Counselor of the Department of State, a post he
assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department
of Treasury in a number of capacities, including Counselor to the Secretary. Mr.
Zoellick received the Alexander Hamilton and Distinguished Service Awards,
highest honors of the Departments of Treasury and State, respectively. The
German Government awarded him the Knight Commanders Cross for his work on
Germany unification. Mr. Zoellick currently serves on the boards of the Council
on Foreign Relations, the Congressional Institute, the German Marshall Fund of
the U.S., the European Institute, the National Bureau of Asian Research, the
American Council on Germany and the Overseas Development Council.

47
<PAGE> 48
Christopher J. Bowick, Cynthia A. Winning and Larry W. Kaschinske are
executive officers of the General Partner; Raymond L. Vigil is an executive
officer and a director of the General Partner; and Derek H. Burney, John A.
MacDonald and Daniel E. Somers are directors of the General Partner. Reports by
these persons with respect to the ownership of limited partnership interests in
the Partnership required by Section 16(a) of the Securities Exchange Act of
1934, as amended, were not filed within the required time. None of these
individuals own any limited partnership interests in the Partnership.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no employees; however, various personnel are required
to operate the cable television systems owned by the Partnership and the
Venture. Such personnel are employed by the General Partner and, the cost of
such employment is charged by the General Partner to the Partnership or the
Venture as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

No person or entity owns more than 5 percent of the limited partnership
interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner and its affiliates engage in certain transactions with
the Partnership and the Venture. The General Partner believes that the terms of
such transactions are generally as favorable as could be obtained by the
Partnership or the Venture from unaffiliated parties. This determination has
been made by the General Partner in good faith, but none of the terms were or
will be negotiated at arm's-length and there can be no assurance that the terms
of such transactions have been or will be as favorable as those that could have
been obtained by the Partnership or the Venture from unaffiliated parties.

The General Partner charges a management fee, and the General Partner is
reimbursed for certain allocated overhead and administrative expenses. These
expenses represent the salaries and benefits paid to corporate personnel, rent,
data processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership and the Venture. Allocations of personnel
costs are based primarily on actual time spent by employees of the General
Partner with respect to each partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's revenues to
the total revenues of all systems owned or managed by the General Partner and
certain of its subsidiaries. Systems owned by the General Partner and all other
systems owned by partnerships for which Jones Intercable, Inc. is the general
partner, are also allocated a proportionate share of these expenses.

The General Partner also advances funds and charges interest on the balance
payable. The interest rate charged approximates the General Partner's weighted
average cost of borrowing.

The Systems receive stereo audio programming from Superaudio, a joint
venture owned 50% by an affiliate of the General Partner and 50% by an
unaffiliated party, educational video programming from Mind Extension
University, Inc., an affiliate of the General Partner, and computer video
programming from Jones Computer Network, Ltd., an affiliate of the General
Partner, for fees based upon the number of subscribers receiving the
programming.

Product Information Network ("PIN"), an affiliate of the General Partner,
provides advertising time for third parties on the Systems. In consideration,
the revenues generated from the third parties are shared between PIN and the
Partnership and the Venture. During the year ended December 31, 1995, the
Partnership received revenues from PIN of $38,629, and the Venture received
revenues from PIN of $4,559.

48
<PAGE> 49
The charges to the Partnership and the Venture for related party
transactions are as follows for the periods indicated:

<TABLE>
<CAPTION>
At December 31,
---------------
Cable TV Fund 11-B 1995 1994 1993
- ------------------ ---------- ---------- ----------
<S> <C> <C> <C>
Management fees $ 718,318 $ 639,592 $ 596,115
Allocation of expenses 1,037,281 989,586 824,911
Interest on advances paid to the General Partner 13,980 14,287 13,350
Amount of advances outstanding -0- 1,305,421 42,288
Highest amount of advances outstanding 109,264 1,305,421 177,673
Programming fees:
Superaudio 21,712 21,977 21,590
Mind Extension University 23,227 19,914 12,565
Jones Computer Network 46,392 -0- -0-
</TABLE>

<TABLE>
<CAPTION>
At December 31,
---------------
Cable TV Joint Fund 11 1995 1994 1993
- ---------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Management fees $ 181,634 $ 164,805 $ 164,634
Allocation of expenses 282,057 272,753 246,943
Interest on advances paid to the General Partner 6,848 13,306 21,071
Amount of advances outstanding 45,258 72,764 32,825
Highest amount of advances outstanding 77,215 72,764 52,745
Programming fees:
Superaudio 6,318 6,105 6,040
Mind Extension University 6,759 5,532 3,515
Jones Computer Network 12,760 3,316 -0-
</TABLE>

49
<PAGE> 50
PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. See index to financial statements for the list of financial
statements and exhibits thereto filed as part of this report.

3. The following exhibits are filed herewith.

2.1 Asset Purchase Agreement dated September 5, 1995 between Cable TV
Joint Fund 11 and Jones Intercable, Inc. relating to the
Manitowoc System. (1)

2.2 Purchase and Sale Agreement dated October 6, 1995 among Cable TV
Fund 11-B, Ltd., Jones Intercable, Inc. and Global Acquisition
Partners, L.P.

4.1 Limited Partnership Agreement of Cable TV Fund 11-B, Ltd. (2)

10.1.1 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Manitowoc, Wisconsin. (Joint Fund 11) (2)

10.1.2 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Barker, New
York. (Fund 11-B) (3)

10.1.3 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Clarence, New York. (Fund 11-B)

10.1.4 Copy of order renewing franchise adopted 12/11/91. (Fund 11-B)
(4)

10.1.5 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Cheektowaga, New York. (Fund 11-B) (5)

10.1.6 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Elma, New York. (Fund 11-B) (2)

10.1.7 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Lancaster, New York. (Fund 11-B)

10.1.8 Copy of renewal order adopted 12/11/91. (Fund 11-B) (4)

10.1.9 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Village of
Lancaster, New York. (Fund 11-B) (2)

10.1.10 Copy of renewal order adopted 5/4/88. (Fund 11-B) (4)

10.1.11 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City of
Lockport, New York. (Fund 11-B) (4)

10.1.12 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Newfane, New York. (Fund 11-B) (2)

10.1.13 Copy of renewal order adopted 12/11/91. (Fund 11-B) (4)

50
<PAGE> 51
10.1.14 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town and
Village of Orchard Park, New York. (Fund 11-B)

10.1.15 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Somerset, New
York. (Fund 11-B) (3)

10.2.1 Copy of Credit Agreement dated as of February 28, 1995 among the
Registrant, various financial institutions as lenders and Shawmut
Bank Connecticut, N.A., as agent for the lenders

27 Financial Data Schedule

(1) Incorporated by reference from Registrant's Report on Form 8-K
dated September 8, 1995.

(2) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1985.

(2) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1989.

(3) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1992.

(4) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1990.

(b) Reports on Form 8-K.
None.

51
<PAGE> 52
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

CABLE TV FUND 11-B, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 25, 1996 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 25, 1996 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 25, 1996 (Principal Financial Officer)

By: /s/ Larry Kaschinske
-------------------------------
Larry Kaschinske
Controller
Dated: March 25, 1996 (Principal Accounting Officer)

By: /s/ James B. O'Brien
-------------------------------
James B. O'Brien
Dated: March 25, 1996 President and Director

By: /s/ Raymond L. Vigil
-------------------------------
Raymond L. Vigil
Dated: March 25, 1996 Group Vice President and Director

By: /s/ Derek H. Burney
---------------------------------
Derek H. Burney
Dated: March 25, 1996 Director

52
<PAGE> 53
By:
---------------------------------
Robert E. Cole
Dated: Director

By: /s/ William E. Frenzel
---------------------------------
William E. Frenzel
Dated: March 25, 1996 Director

By: /s/ Donald L. Jacobs
---------------------------------
Donald L. Jacobs
Dated: March 25, 1996 Director

By: /s/ James J. Krejci
---------------------------------
James J. Krejci
Dated: March 25, 1996 Director

By: /s/ John A. MacDonald
---------------------------------
John A. MacDonald
Dated: March 25, 1996 Director

By:
---------------------------------
Raphael M. Solot
Dated: Director

By: /s/ Daniel E. Somers
---------------------------------
Daniel E. Somers
Dated: March 25, 1996 Director

By: /s/ Howard O. Thrall
---------------------------------
Howard O. Thrall
Dated: March 25, 1996 Director

By: /s/ Robert B. Zoellick
---------------------------------
Robert B. Zoellick
Dated: March 25, 1996 Director

53
<PAGE> 54
EXHIBIT INDEX

Exhibit
Number Exhibit Description Page
- ------- ------------------- ----

2.1 Asset Purchase Agreement dated September 5, 1995
between Cable TV Joint Fund 11 and Jones Intercable,
Inc. relating to the Manitowoc System. (1)

2.2 Purchase and Sale Agreement dated October 6, 1995
among Cable TV Fund 11-B, Ltd., Jones Intercable,
Inc. and Global Acquisition Partners, L.P.

4.1 Limited Partnership Agreement of Cable TV Fund 11-B,
Ltd. (2)

10.1.1 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the City of Manitowoc, Wisconsin.
(Joint Fund 11) (2)

10.1.2 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for Barker, New York. (Fund 11-B) (3)

10.1.3 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town of Clarence, New York. (Fund
11-B)

10.1.4 Copy of order renewing franchise adopted 12/11/91.
(Fund 11-B) (4)

10.1.5 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town of Cheektowaga, New York.
(Fund 11-B) (5)

10.1.6 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town of Elma, New York. (Fund
11-B) (2)

10.1.7 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town of Lancaster, New York. (Fund
11-B)

10.1.8 Copy of renewal order adopted 12/11/91. (Fund 11-B)
(4)

10.1.9 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Village of Lancaster, New York.
(Fund 11-B) (2)

10.1.10 Copy of renewal order adopted 5/4/88. (Fund 11-B)
(4)

10.1.11 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the City of Lockport, New York. (Fund
11-B) (4)

10.1.12 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town of Newfane, New York. (Fund
11-B) (2)

10.1.13 Copy of renewal order adopted 12/11/91. (Fund 11-B)
(4)
<PAGE> 55
EXHIBIT INDEX

Exhibit
Number Exhibit Description Page
- ------- ------------------- ----

10.1.14 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the Town and Village of Orchard Park,
New York. (Fund 11-B)

10.1.15 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for Somerset, New York. (Fund 11-B) (3)

10.2.1 Copy of Credit Agreement dated as of February 28,
1995 among the Registrant, various financial
institutions as lenders and Shawmut Bank
Connecticut, N.A., as agent for the lenders

27 Financial Data Schedule

(1) Incorporated by reference from Registrant's Report
on Form 8-K dated September 8, 1995.

(2) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1985.

(2) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1989.

(3) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1992.

(4) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1990.

<PAGE> 1

PURCHASE AND SALE AGREEMENT

BY AND AMONG

CABLE TV FUND 11-B, LTD.,
as Seller

JONES INTERCABLE, INC.

AND

GLOBAL ACQUISITION PARTNERS, L.P.
as Buyer
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
1. PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . 1

1.01 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . 1
1.02 Assumed Liabilities . . . . . . . . . . . . . . . . . . . . 2
1.03 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . 3

2. CLOSING DATE; PURCHASE PRICE, PAYMENT AND ADJUSTMENTS . . . . . . . 5

2.01 Closing; Date Location . . . . . . . . . . . . . . . . . . . 5
2.02 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 5
2.03 Payment of the Purchase Price . . . . . . . . . . . . . . . . 5
2.04 Allocation of Purchase Price . . . . . . . . . . . . . . . . 5
2.05 Adjustments to the Purchase Price; Prorations . . . . . . . . 6
2.06 Non-Competition Agreements . . . . . . . . . . . . . . . . . 8

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER . . . . . . . . 9

3.01 Partnership Standing . . . . . . . . . . . . . . . . . . . . 9
3.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . 9
3.03 Financial Statements . . . . . . . . . . . . . . . . . . . 10
3.04 Title to Assets . . . . . . . . . . . . . . . . . . . . . . 10
3.05 The Acquired Systems . . . . . . . . . . . . . . . . . . . 10
3.06 Franchises . . . . . . . . . . . . . . . . . . . . . . . . 14
3.07 Pole Attachment Agreements . . . . . . . . . . . . . . . . 15
3.08 Head-end Sites and Office Locations . . . . . . . . . . . . 16
3.09 Other Contracts and Leases . . . . . . . . . . . . . . . . 17
3.10 Agreements with Employees . . . . . . . . . . . . . . . . . 17
3.11 Litigation or Judgments . . . . . . . . . . . . . . . . . . 17
3.12 Tax Returns and Payments . . . . . . . . . . . . . . . . . 18
3.13 Compliance with Laws . . . . . . . . . . . . . . . . . . . 18
3.14 Adverse Developments . . . . . . . . . . . . . . . . . . . 18
3.15 Condition of Assets to be Acquired and Insurance . . . . . 18
3.16 Patents, Trademarks and Copyrights . . . . . . . . . . . . 19
3.17 Labor Relations . . . . . . . . . . . . . . . . . . . . . . 19
3.18 Restoration . . . . . . . . . . . . . . . . . . . . . . . . 19
3.19 Bulk Sales Compliance . . . . . . . . . . . . . . . . . . . 20
3.20 Right of First Refusal . . . . . . . . . . . . . . . . . . 20
3.21 Environmental Matters . . . . . . . . . . . . . . . . . . . 20
3.22 HSR Act Filing . . . . . . . . . . . . . . . . . . . . . . 20
3.23 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

-i-
<PAGE> 3
TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>
Page
<S> <C> <C>
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER . . . . . . . . 21

4.01 Status, Power and Authority . . . . . . . . . . . . . . . . 21
4.02 Authorization of Agreement . . . . . . . . . . . . . . . . 21
4.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . 22
4.04 HSR Act Filing . . . . . . . . . . . . . . . . . . . . . . 22
4.05 Consummation of Agreement . . . . . . . . . . . . . . . . . 22

5. CONDUCT OF BUSINESS OF ACQUIRED SYSTEMS PENDING CLOSING AND
ADDITIONAL COVENANTS OF SELLER . . . . . . . . . . . . . . . . . . 22

5.01 Maintenance of Business . . . . . . . . . . . . . . . . . . 22
5.02 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.03 Organization . . . . . . . . . . . . . . . . . . . . . . . 24
5.04 Access for Investigation . . . . . . . . . . . . . . . . . 24
5.05 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.06 Consummation of Agreement . . . . . . . . . . . . . . . . . 24
5.07 Cooperation with Buyer . . . . . . . . . . . . . . . . . . 24
5.08 Accounts List . . . . . . . . . . . . . . . . . . . . . . . 25
5.09 FCC Approval . . . . . . . . . . . . . . . . . . . . . . . 25
5.10 Certificates . . . . . . . . . . . . . . . . . . . . . . . 25
5.11 Third-Party Consents . . . . . . . . . . . . . . . . . . . 25
5.12 Approval of Franchise Authorities . . . . . . . . . . . . . 25
5.13 FCC and Other Regulatory Compliance . . . . . . . . . . . . 26
5.14 Approval of Lessors . . . . . . . . . . . . . . . . . . . . 26
5.15 Employees . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.16 Transitional Billing Services . . . . . . . . . . . . . . . 27
5.17 Financial Statements . . . . . . . . . . . . . . . . . . . 27

6. CONDITIONS TO CLOSING - BUYER . . . . . . . . . . . . . . . . . . 27

6.01 Conditions to Obligations of Buyer . . . . . . . . . . . . 27

7. CONDITIONS TO CLOSING - SELLER . . . . . . . . . . . . . . . . . . 29

7.01 Conditions to Obligations of Seller . . . . . . . . . . . . 29

8. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

8.01 Action to be Taken at and after Closing . . . . . . . . . . 31

9. REAL ESTATE PRORATION AND ADJUSTMENT ITEMS . . . . . . . . . . . . 32

10. DAMAGE TO PROPERTY AND RISK OF LOSS. . . . . . . . . . . . . . . . 32
</TABLE>

-ii-
<PAGE> 4
TABLE OF CONTENTS (Continued)

<TABLE>
<CAPTION>
Page
<S> <C> <C>
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION . . . 33

11.01 Survival of Representations and Warranties . . . . . . . . 33
11.02 Indemnification . . . . . . . . . . . . . . . . . . . . . . 33
11.03 Indemnification with Respect to Third-Party Claims . . . . 34

12. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

12.01 Termination by Mutual Agreement . . . . . . . . . . . . . . 37
12.02 Buyer's Default . . . . . . . . . . . . . . . . . . . . . . 38
12.03 Seller's Default . . . . . . . . . . . . . . . . . . . . . 38
12.04 Termination by Buyer or Seller . . . . . . . . . . . . . . 38

13. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

14. BROKERAGE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . 40

15. LAWS GOVERNING . . . . . . . . . . . . . . . . . . . . . . . . . . 40

15.01 Laws Governing . . . . . . . . . . . . . . . . . . . . . . 40
15.02 Consent to Jurisdiction . . . . . . . . . . . . . . . . . . 40

16. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 40

16.01 Counterparts; Telecopy . . . . . . . . . . . . . . . . . . 40
16.02 Assignment . . . . . . . . . . . . . . . . . . . . . . . . 41
16.03 Entire Agreement . . . . . . . . . . . . . . . . . . . . . 41
16.04 Interpretation . . . . . . . . . . . . . . . . . . . . . . 41
16.05 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 41
16.06 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 42
16.07 Public Announcements . . . . . . . . . . . . . . . . . . . 42
16.08 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . 42
16.09 Partial Invalidity . . . . . . . . . . . . . . . . . . . . 43
16.10 Incorporation by Reference . . . . . . . . . . . . . . . . 43
16.11 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

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<PAGE> 5

INDEX OF SCHEDULES AND EXHIBITS

Schedules

1.03 Excluded Assets
3.02 Consents
3.03 Financial Statements
3.04 Liens and Encumbrances
3.05 The Acquired Systems
3.06 Franchises
3.07 Pole Attachment Agreements
3.08 Real Property
3.09 Other Contracts and Leases
3.10 Agreements with Employees
3.12 Tax Returns and Payments
3.15 Condition of Assets and Insurance
3.17 Labor Relations
3.20 Rights of First Refusal
3.21 Environmental Matters

Exhibits

A Non-Competition Agreement
B Opinion of Seller's Counsel
C Opinion of Seller's FCC Counsel
D Opinion of Buyer's Counsel
E Letter of Credit

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<PAGE> 6
AGREEMENT

THIS AGREEMENT, made this 6th day of October, 1995, by and among
CABLE TV FUND 11-B, LTD., a Colorado limited partnership ("Seller"), GLOBAL
ACQUISITION PARTNERS, L.P., a Delaware limited partnership ("Buyer") and,
solely with respect to its obligations in Section 11 hereof, Jones Intercable,
Inc. ("Jones").

RECITALS

WHEREAS, Seller owns and operates cable television ("CATV") systems
serving the Village of Barker, Town of Clarence, Town of Elma, Town of
Lancaster, Village of Lancaster, City and Town of Lockport, Town of Newfane,
Town and Village of Orchard Park, and Town of Somerset, all in the State of New
York (the "Acquired Systems"); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, on the terms and conditions hereinafter set forth, all of the
assets of Seller used by, or useful to, Seller in connection with the operation
of the Acquired Systems, except the Excluded Assets (as defined in Section
1.03); and

WHEREAS, Jones is the general partner of Seller.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth and each act done pursuant hereto, the parties
hereto, intending to be legally bound, do represent, warrant, covenant and
agree as follows:

1. PURCHASE AND SALE OF ASSETS.

1.01 Transfer of Assets.

On the Closing Date, as defined in Section 2.01, Seller shall sell,
convey, transfer and assign to Buyer, and Buyer shall purchase from Seller, all
of the assets of Seller of every kind and character, real, personal, tangible,
intangible or mixed, used by, or useful to, Seller in connection with the
operation of, the Acquired Systems in existence on the Closing Date (the
"Assets to be Acquired"), which shall include, but not be limited to, the
following:

(a) All items of tangible personal property owned or
leased and used by Seller in connection with the operation of the Acquired
Systems, including all equipment associated with receiving and distributing
signals at the head-end sites, and all other antennas and down leads and all
electronic equipment, head-end amplifiers and associated equipment, line
amplifiers, aerial and underground trunk and feeder line cable, distribution
plant, programming

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<PAGE> 7
signal decoders for each satellite service which scrambles its signal,
converters, housedrops, including disconnected housedrops, installed subscriber
devices, utility poles, local origination equipment (wherever located), test
equipment, machinery, spare equipment and parts inventory, housedrop equipment
inventory, system design and engineering maps and drawings, supplies, vehicles
and trailers (to be transferred under fee title and not under lease),
furnishings and other personal property of any nature, and all leasehold and
rights-of-way in real property, buildings and improvements and
construction-in-progress, towers, fixtures, poles, vaults and pedestals.

(b) All of the rights of Seller to, in and under any and
all subscription contracts with subscribers for CATV service; except as
provided in Section 1.03, all instruments and agreements for the purchase, sale
or other receipt or distribution of programming, news, data and microwave relay
signals which Buyer expressly agrees to include among the Assets to be Acquired
at Closing; and all of the Franchises (as herein defined) and any franchise
applications; all of the Pole Attachment Agreements (as herein defined) and
all retransmission consent agreements which Buyer expressly agrees to include
among the Assets to be Acquired at Closing; all variances, easements,
right-of-way agreements, licenses, registrations, copyright notices, signal
registration and other statements, construction and other permits, leases,
including leases of all head-end sites, and all other contracts or agreements
relating to the Acquired Systems.

(c) All options, claims, contract rights and trade
secrets; all goodwill; all subscriber accounts receivable for all periods prior
and subsequent to Closing; subscriber lists and subscription contracts of the
Acquired Systems; and all books and records which relate to the operation of
the Acquired Systems (including, without limitation, subscriber records, vendor
records, accounting records, accounts payable records, accounts receivable
records, general ledgers and any other documents necessary to support a
regulatory filing).

1.02 Assumed Liabilities.

At the Closing on the Closing Date, Buyer shall assume, by instruments
of assumption reasonably satisfactory to counsel for Seller, and discharge at
the Closing or as they become due and payable, the following liabilities and
obligations of Seller and no others:

(a) All obligations of the Seller arising after the
Closing Date under the Franchises, Leases and Rights-of-Way, Pole Attachment
Agreements, licenses, and any agreements, consents, permits and other
instruments relating to the Acquired Systems and in existence on the Closing
Date and entered into in the ordinary course of business to the extent included
in the Assets to be Acquired;

(b) Those liabilities and obligations of Seller shown on
the June 30, 1995 balance sheets of Seller as current liabilities, part of
Schedule 3.03 attached thereto, to the extent that such liabilities are so
shown and have not been paid prior to the Closing Date, unless as of the
Closing Date, such liabilities no longer meet the definition of a current
liability in

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<PAGE> 8
accordance with generally accepted accounting principles ("GAAP"), and other
than any liabilities secured by any of the Assets to be Acquired;

(c) All unpaid liabilities and obligations of the Seller
incurred in its operations in the ordinary course of business from the date of
the June 30, 1995 balance sheets to the Closing Date which would appear as
current liabilities on a balance sheet prepared in accordance with GAAP and are
identified by name and amount on a schedule to be delivered by Seller to Buyer
on the Closing Date, other than any liabilities secured by the Assets to be
Acquired; and

(d) The remaining capital lease obligations of Seller
under that certain Lease Agreement dated as of March 1, 1989 between the Town
of Lancaster Industrial Development Agency and Athlete's Den Incorporated (the
"Lancaster Capital Lease Agreement"), which was assigned to and assumed by
Seller pursuant to that certain Assignment and Assumption of Lease dated July
1, 1993. As of June 30, 1995, the remaining capital lease obligations of Seller
under the Lancaster Capital Lease Agreement were $552,172.

The liabilities and obligations described in this Section 1.02 so and to the
extent to be assumed by Buyer shall be herein referred to as "Assumed
Liabilities."

Buyer shall assume only those Assumed Liabilities specifically stated
in this Section 1.02 and no others. Without limiting the foregoing, Buyer shall
not assume or become liable for (i) any income, profits, franchise, sales, use,
occupation, property, excise, ad valorem or any other tax to which the Assets
to be Acquired are subject prior to the Closing Date or to which Seller is
subject, and Buyer shall not assume or become liable for any liability or tax
due as a result of any contest, audit or other tax proceeding involving Seller
or the Assets to be Acquired for any taxable period ending on or prior to the
Closing Date, except as otherwise provided herein, (ii) any liabilities
relating to the Excluded Assets, (iii) any liability for franchise fees, pole
attachment fees, leasehold rentals, any obligation for wages, commissions,
overtime, vacation and holiday pay, sick pay, bonuses, other employee benefits
or any pension withdrawal liability, any on-going workers' compensation
benefits for any accident arising prior to the Closing Date except for accrued
overtime, sick pay, vacation pay, holiday pay or other employee benefits
treated as a current liability under Section 2.05(a)(xii) hereof, or any
obligation under any employment agreement or employment-at-will relationship
other than obligations arising from and after the Closing Date, (iv) any
liability or obligation under any collective bargaining agreement in existence
prior to or as of the Closing Date, regardless of whether the liability or
obligation arises prior to or after the Closing Date, or (v) any liability or
obligation of Seller which is not a current liability as defined under GAAP.

1.03 Excluded Assets.

Notwithstanding the foregoing, it is specifically agreed that the
following assets are excluded from the Assets to be Acquired (collectively, the
"Excluded Assets"):

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<PAGE> 9
(a) cash and cash equivalents on hand or in the bank
accounts of Seller;

(b) the satellite programming agreements and agreements
which Seller maintains with any of its respective suppliers of programming;

(c) any retransmission consents, must carry or will carry
agreements which Seller maintains (collectively, the "Broadcast Signal
Agreements"), except as otherwise agreed by Buyer pursuant to written notice to
the Seller given no later than ten (10) days prior to the Closing Date to the
effect that the agreements named in such notice are to be included among the
Assets to be Acquired at Closing with no increase in the Purchase Price
therefor (the "Acquired Broadcast Signal Agreements"); provided, however, that
Buyer may not designate as Acquired Broadcast Signal Agreements any Broadcast
Signal Agreements that relate to broadcast signals which are carried on other
Jones cable systems; and provided further that Seller shall not be required to
obtain the consents to the assignment of the Acquired Broadcast Signal
Agreements to the Buyer unless Buyer notifies Seller that they shall be
included in the Assets to be Acquired within 30 days after the date hereof;

(d) all documents relating to the legal existence of the
Seller;

(e) insurance policies, intercompany receivables, letters
of credit and surety bonds;

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

(g) 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 for a
reasonable period, not to exceed five years from the Closing Date, and other
books and records related to internal corporate matters and financial
relationships with Seller's lenders, provided that nothing herein shall limit
Buyer's right to receive at Closing copies of all documents, books and records
necessary in connection with the operation of the Business;

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

(i) contracts and agreements relating to Seller's
subscriber billing system and all equipment related thereto;

(j) that certain office building located at 37 Central in
Lancaster, New York; and

(k) The rights, assets and properties described on
Schedule 1.03.

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<PAGE> 10
2. CLOSING DATE: PURCHASE PRICE, PAYMENT AND ADJUSTMENTS.

2.01 Closing Date and Location.

The consummation of the transfer and delivery of the Assets to be
Acquired to Buyer and the receipt of the consideration therefor by Seller shall
constitute the "Closing." Unless otherwise mutually agreed to by the parties,
the Closing shall take place at 10:00 a.m., local time, at the offices of Jones
Intercable, Inc., 9697 East Mineral Avenue, Englewood, Colorado 80112. The
parties agree to close the transactions contemplated by this Agreement upon a
date designated in a Closing Notice, as herein defined, which in no event shall
be sooner than ten (10) business days after each party's receipt of such
Closing Notice, and after all of the conditions to Closing set forth in
Sections 6 and 7 have been satisfied or waived, whichever shall later occur,
which specified date and time shall constitute the "Closing Date." Either Buyer
or Seller may deliver notice in writing to the other parties hereto setting a
Closing Date in accordance with this Section 2.01 (a "Closing Notice"). The
effective date of the sale of the Acquired Systems shall be at the close of
business on the Closing Date and all prorations and allocations provided for
hereunder shall be made as of the close of business on the Closing Date, except
as otherwise agreed in writing by the parties. Notwithstanding the foregoing,
this Agreement may be terminated pursuant to Section 12 hereof if the Closing
has not occurred by September 30, 1996.

2.02 Purchase Price.

Buyer shall acquire and accept the Assets to be Acquired from Seller
and shall pay to Seller the aggregate amount of Eighty-Four Million Dollars
($84,000,000) for the Assets to be Acquired (the "Purchase Price"), subject to
adjustment pursuant to the provisions of Section 2.05.

2.03 Payment of the Purchase Price.

On the Closing Date, Buyer will pay to Seller an amount equal to the
Purchase Price as adjusted at Closing pursuant to the provisions of Section
2.05 in immediately available funds by wire transfer.

2.04 Allocation of Purchase Price.

The Purchase Price shall be allocated among the Assets to be Acquired
based upon an appraisal to be obtained prior to the Closing. The parties agree
to engage Kane Reece Associates, Inc. ("KRA") or, if unavailable,
Malarky-Taylor Associates, to prepare such appraisal, and agree to share
equally the costs of the appraisal. The parties shall cause the appraiser to
consult with Buyer and Seller during the preparation of such appraisal, and the
appraiser shall deliver the final appraisal to Buyer and Seller
simultaneously. Buyer and Seller agree to be bound by such allocation and to
file all returns and reports in respect of the

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<PAGE> 11
3.09 Other Contracts and Leases.

Schedule 3.09 lists each existing contract, agreement, lease, permit,
consent, license, microwave agreement or commitment, including pole line
agreements, whether written or oral, affecting or relating to the Acquired
Systems (the "Agreements") other than the Excluded Assets; the Franchises; the
Pole Attachment Agreements; the Leases and Rights-of-Way; subscription
agreements with individual residential subscribers for the cable services
provided in the ordinary course of business, which may be canceled by Seller
without penalty on not more than 30 days notice; miscellaneous service
contracts terminable at will without penalty; other contracts or agreements
relating to the Acquired Systems not involving either aggregate liabilities
under all such agreements exceeding $25,000 or any material nonmonetary
obligation; and programming agreements. Each of the Agreements is in full force
and effect in accordance with its terms. Without limiting the foregoing, the
Acquired Systems and all equipment and real property used in connection
therewith are now being utilized, operated and maintained in conformity in all
material respects with the provisions of the Agreements. Seller has not in any
manner failed to so utilize, operate and maintain the Acquired Systems in a
manner which could now or hereafter result in cancellation or termination of,
or liability for damages under, the Agreements, nor is Seller in default in any
material respect in the performance of one or more of its obligations pursuant
to the Agreements.

3.10 Agreements with Employees.

(a) Except as set forth on Schedule 3.10, Seller is not
a party to any employment agreement, written or oral, which cannot be
terminated at will by Seller, and, except as set forth on Schedule 3.10,
Seller has not had and currently does not have any pension or profit sharing or
other employee benefit plan for its employees. True, correct and complete copies
of all agreements and plans listed on Schedule 3.10 hereto have heretofore
been delivered by Seller to Buyer.

(b) The names, titles and rates of compensation of all of
the employees of Seller are listed on Schedule 3.10.

3.11 Litigation or Judgments.

Except as set forth in the Schedules to this Agreement, there is no
litigation, at law or in equity, or any proceedings before any commission,
agency or other governmental authority, pending or, to Seller's knowledge,
after due inquiry, threatened against Seller or the Acquired Systems, and, to
Seller's knowledge, after due inquiry, no facts or circumstances exist which
could reasonably be expected to give rise to any such litigation or
proceedings.

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<PAGE> 12
3.12 Tax Returns and Payments.

With respect to the Acquired Systems, Seller has timely and properly
filed or caused to be filed all tax returns which it is or has been required to
file on or prior to the date hereof by any jurisdiction to which it is or has
been subject, all such tax returns being true, correct and complete in all
material respects. All income, unemployment, social security, franchise,
property and other taxes levied, assessed or imposed upon Seller or the
Acquired Systems by the United States, or any state, or governmental
sub-division of either, to the extent due and payable and not contested by
Seller, have been timely and properly paid to date, and no liability exists for
deficiencies. Except as set forth on Schedule 3.12 attached hereto, there are no
tax audits pending nor any outstanding agreements or waivers extending the
statutory period of limitations applicable to any federal, state or local
income tax return of Seller for any period. Except as set forth on Schedule
3.12, to Seller's knowledge, after due inquiry, no tax deficiencies have been
determined, nor proposed tax assessments charged, against Seller (nor is there
any reasonable basis therefor). Seller has made or caused to be made all
withholdings of taxes required to be made, and such withholdings have either
been paid to the appropriate governmental agency or set aside in appropriate
accounts for such purpose. True, correct and complete copies of the federal,
state and local tax returns of Seller for the Acquired Systems for all income,
gross receipts, franchise and property taxes for the last three (3) fiscal
years have been delivered to Buyer.

3.13 Compliance with Laws.

Seller is in compliance in all material respects with all applicable
foreign, federal, state and local laws, rules, regulations, orders, writs,
injunctions, ordinances or decrees of any governing authority, federal, state
or local court, or of any municipal or governmental department, commission,
board, bureau, agency or municipality having jurisdiction over it or the
Acquired Systems.

3.14 Adverse Developments.

Since June 30, 1995, (i) no material adverse change has occurred with
respect to the Acquired Systems or their financial conditions or operations,
taken as a whole, other than any change arising out of events or conditions
that affect the CATV industry generally, and (ii) there has been no material
damage, destruction, loss or other casualty to the Assets to be Acquired, taken
as a whole, that has not been repaired or replaced.

3.15 Condition of Assets to be Acquired and Insurance.

The Acquired Systems, both as integrated systems and in their
respective component parts, are operated and maintained in a proper manner; are
free from any material (either individually or in the aggregate) defects of
workmanship or material in light of its age and the use to which it has been
put; and meet in all material respects the requirements of: (i) the
Franchises, (ii) the Pole Attachment Agreements, (iii) the Agreements, and (iv)
all applicable

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<PAGE> 13
technical standards, rules, regulations and orders of federal, state and local
governing or regulatory authorities. The Assets to be Acquired are all in good
operating condition, reasonable wear and tear excepted. None of the cable used
in the Acquired Systems requires any rearrangement or rehabilitation other than
routine system maintenance. The Assets to be Acquired include such spare parts
as are necessary in order to permit the operation of the Acquired Systems
without material interruption for a thirty-day period. Except as set forth on
Schedule 3.15, the Assets to be Acquired are and have been insured, and all
such insurance policies are in full force and effect, are on an "occurrence"
basis, and are in terms and scope and amounts which are customary in accordance
with industry standards for CATV systems of comparable size. Seller has not
received any notice of cancellation with respect to such policies. During the
past three (3) years, no application by Seller for insurance with respect to
the Assets to be Acquired has been denied for any reason. Seller has provided
Buyer with copies of the loss claims history of Seller for the past three (3)
years.

3.16 Patents, Trademarks and Copyrights.

The operation of the Acquired Systems by Seller does not infringe
upon, or otherwise violate, the rights of any person or entity in any
copyright, trade name, trademark right, service mark, service name, patent,
patent right, license, trade secret or franchise, and there is not pending or,
to Seller's knowledge, after due inquiry, threatened any action with respect to
any such infringement or breach.

3.17 Labor Relations.

Except as set forth on Schedule 3,17, the employees of Seller are not
parties to any collective bargaining agreement. This Agreement and the
transactions contemplated hereunder shall not obligate Buyer to recognize any
union or to assume any collective bargaining agreement that applies to Seller's
employees. There currently are not, nor in the past five years have there been,
any grievances, unfair labor practice claims, disputes or controversies with
any union, or threats of strikes, work stoppages or any pending demands for
collective bargaining by any union. Seller has received no notice of any
grievances, unfair labor practice claims, disputes or controversies with any
other organization of Seller's employees, or threats of strikes, work stoppages
or any pending demands for collective bargaining by any such organization.

3.18 Restoration.

No material restoration, repaving, repair or other work is required to
be made by Seller to any street, sidewalk or abutting or adjacent area pursuant
to the requirements of any ordinance, code, permit, easement or contract
relating to the installation, construction or operation of the Acquired
Systems. No property of any person or entity has been damaged, destroyed,
disturbed or removed in the process of construction or maintenance of the
Acquired Systems which has not been, or will not be, prior to Closing,
repaired, restored or replaced, or, if not repaired, restored or replaced, for
which an adequate reserve has not been accrued by the Seller prior to Closing.

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<PAGE> 14
3.19 Bulk Sales Compliance.

Seller shall comply, in connection with the sale and transfer of the
Assets to be Acquired pursuant to this Agreement, with any applicable law
pertaining to bulk sales or transfers.

3.10 Right of First Refusal.

Except as set forth on Schedule 3.20, no person or entity has any
option, warrant or right of first refusal to purchase either the Acquired
Systems or any of the Assets to be Acquired.

3.21 Environmental Matters.

Except as set forth on Schedule 3.21, Seller has complied and is in
compliance in all material respects with all applicable federal, state and
local laws, regulations and ordinances relating to protection of human health
and the environment ("Environmental Laws"), including those related to
hazardous substances, wastes, discharges, emissions, disposals, dumping, burial
or other forms of disposal, as defined by the Environmental Laws. Except as set
forth on Schedule 3.2.1, there are no current or pending claims, administrative
proceedings, judgments, declarations or orders relating to violations of
Environmental Laws or to the presence of Hazardous Substances (as defined by
the Environmental Laws) on, in or under the owned or leased real property of
Seller. No hazardous waste has been dumped, buried, discharged or disposed of
on, in or under the owned or leased real property of Seller by Seller or, to
the best knowledge of Seller, by any other person or entity. Except as set forth
on Schedule 3.21, neither Seller nor, to the best knowledge of Seller, any
third party has installed or placed on, under or in the owned real property or
the leased real property of Seller: (i) any treatment, storage, recycling or
disposal facility for any hazardous waste as that term is defined under 40 CFR
Part 261 or any state equivalent; (ii) any underground storage tanks, in use or
abandoned; or (iii) any polychlorinated biphenyls (PCBs) in any hydraulic oils,
transformers, capacitors or other electrical equipment.

3.22 HSR Act Filing.

Seller shall cooperate reasonably with Buyer and, to the extent
required, shall file or cause to be filed with the Federal Trade Commission
("FTC") and the Department of Justice ("DOJ") within thirty (30) days after the
date hereof a notification and report on behalf of Seller, completed in
accordance with applicable law and regulations, with respect to the
transactions contemplated hereby, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated
thereunder .Seller agrees to use its best efforts to comply with any additional
requests for information, whether formal or informal, under the HSR Act;
provided, however, that, notwithstanding such efforts, if the FTC or the DOJ
has not certified as complete each party's compliance with a formal second
request under the HSR

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<PAGE> 15
Act by the Termination Date, as herein defined, then Seller may terminate this
Agreement without further obligation hereunder.

3.23 Disclosure.

No representation or warranty by Seller in this Agreement or any
Schedule or Exhibit, or any statement, list or certificate furnished or to be
furnished by Seller pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading or necessary in order to provide a prospective purchaser of the
Acquired Systems with proper material information as to the Assets to be
Acquired and the business of Seller.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.

Buyer represents and warrants that the following representations and
warranties are true and correct as of the date hereof and will also be true and
correct on the Closing Date, in addition to which it covenants with Seller
that:

4.01 Status, Power and Authority.

Buyer is a limited partnership duly organized, validly existing and in
good standing under the laws of its jurisdiction of formation and has the
partnership power and authority to own and lease its properties and to conduct
its business as currently conducted and to acquire the Assets to be Acquired.

4.02 Authorization of Agreement.

(a) Buyer has taken all necessary action to authorize and
approve this Agreement, the consummation of the transactions contemplated
hereby and the performance by Buyer of all of the terms and conditions hereof
on the part of Buyer to be performed. The execution and delivery by Buyer of
this Agreement and each and every other agreement, instrument, certificate or
document to which Buyer is a party that is to be executed, delivered and
performed by Buyer pursuant thereto (collectively, "Buyer Transaction
Documents"), and the consummation of the transactions contemplated hereby and
thereby, do not and will not: (i) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to Buyer, or (ii)
conflict with any of the provisions of the charter documents of Buyer, or (iii)
conflict with, result in a breach of or constitute a default under any material
agreement or instrument to which Buyer is a party or by which it is bound.

(b) This Agreement and the Buyer Transaction Documents,
when executed and delivered by Buyer, will have been duly authorized, executed
and delivered by Buyer, and this Agreement constitutes, and the Buyer
Transaction Documents, when executed

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<PAGE> 16
and delivered by Buyer, will constitute, legal, valid and binding obligations
of Buyer, enforceable against Buyer in accordance with their respective terms.

4.03 Litigation.

There is no litigation, at law or in equity, or any proceedings before
any commission or other governmental authority, pending or, to the knowledge of
Buyer, after due inquiry, threatened against Buyer which could reasonably be
expected to impair the ability of Buyer to consummate the transactions
contemplated by this Agreement.

4.04 HSR Act Filing.

Buyer shall, to the extent required, file or cause to be filed with
the FTC and the DOJ within thirty (30) days after the date hereof a
notification and report form on behalf of Buyer, completed in accordance with
applicable law and regulations, with respect to the transactions contemplated
hereby, pursuant to the HSR Act and the rules promulgated thereunder. Buyer
agrees to use its best efforts to comply with any additional requests for
information, whether formal or informal, under the HSR Act; provided, however,
that, notwithstanding such efforts, if the FTC or the DOJ has not certified as
complete each party's compliance with a formal second request under the HSR Act
by the Termination Date, then Buyer may terminate this Agreement without
further obligation hereunder.

4.05 Consummation of Agreement.

Buyer shall use commercially reasonable efforts to perform and fulfill
all obligations and conditions on its part to be performed and fulfilled under
this Agreement, to the end that the transactions contemplated by this Agreement
shall be fully carried out.

5. CONDUCT OF BUSINESS OF ACQUIRED SYSTEMS PENDING CLOSING ADDITIONAL
COVENANTS OF SELLER.

Seller covenants and agrees with Buyer that from the date hereof to
and including the Closing Date:

5.01 Maintenance of Business.

Seller shall continue to operate the Acquired Systems, shall maintain
the Assets to be Acquired (including the maintaining of a level of inventory of
spare equipment and parts which is adequate for the continued operation of the
Acquired Systems for a thirty-day period) and shall keep all of its business
books, records and files, all in the ordinary course of business in accordance
with past practices consistently applied and in accordance with the capital
budget and operating budget delivered by Seller to Buyer; provided, however,
that Seller shall have the right to make payment in full of all outstanding
obligations under the Lancaster Capital Lease Agreement in order to obtain
unencumbered fee simple title to the real property subject to such

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lease in anticipation of transferring such real property to Buyer at Closing in
the event Seller is unable to obtain consent to the assignment of the Lancaster
Capital Lease Agreement. Seller shall not sell, transfer or assign any assets
except in the ordinary course of business and for full and fair value. Seller
shall not permit the creation of any lien, charge or encumbrance on any of its
assets that would survive the Closing other than the lien of current taxes not
yet due and payable. Seller shall not initiate or otherwise cause any other
person to initiate any action to amend or cancel, nor permit any other person
to take any action to amend or cancel, any of the Franchises, the Pole
Attachment Agreements or the Agreements without the prior written consent of
Buyer; provided, however, that Seller shall use its reasonable efforts to renew
any Franchises currently held under temporary operating authority as disclosed
on Schedule 3.06. Promptly after becoming aware thereof, Seller shall notify
Buyer of any action taken or proposed to be taken by a person other than Seller
to amend or cancel any of the Franchises, the Pole Attachment Agreements or the
Agreements. Seller shall not enter into any contract or commitment nor incur any
indebtedness or other liability or obligation of any kind relating to the
Acquired Systems which is not in the ordinary course of business in accordance
with past practices without the prior written consent of Buyer. Seller shall
not permit any of its partners, officers, directors, shareholders, agents,
employees or affiliates to pay any of Seller's accounts receivable from
subscribers outstanding on the date hereof. Notwithstanding the foregoing, such
persons shall be permitted to make payment for CATV services received by them
at their own dwellings. Without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, delayed or conditioned, Seller
shall not, except as otherwise required by law: change the channel lineup of
the Acquired Systems; add additional channels to the Acquired Systems, except
for channels added at the request of a franchising authority as part of the
process of renewing a Franchise (in which event, Seller shall give Buyer
written notice of the addition of such channels); change its subscriber rates
(provided, however, that if Seller is required to change its subscriber rates
pursuant to a regulatory order, Seller may do so without the consent of Buyer
upon 30 days' prior written notice); or conduct any extraordinary or unusual
marketing or collection programs, including, without limitation, any amnesty
programs, or any extraordinary collection practices which might adversely
affect customer relationships. Seller shall comply with all laws, rules and
regulations of federal, state, city and local governments. Seller shall not
violate the terms of any lease or contract connected with the operation of the
Acquired Systems or with the utilization of the Assets to be Acquired. Seller
shall not grant any increase in the rate of wages, salaries, bonuses or other
remuneration of any employee, except in accordance with past practices, and
provided that Seller may incent employees to remain employees of the Acquired
Systems through the Closing Date without violating this covenant.

5.02 Insurance.

Seller shall use commercially reasonable efforts to maintain in full
force and effect until Closing all existing insurance policies to cover and
protect the Assets to be Acquired against damage or destruction.

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5.03 Organization

Seller shall use commercially reasonable efforts consistent with sound
business judgment to preserve intact its present business and organization, to
retain the services of its present employees, to preserve its relationships
with subscribers, suppliers and others having business relationships with it
and to maintain the goodwill enjoyed within the municipalities serviced by the
Acquired Systems.

5.04 Access for Investigation.

Seller shall afford Buyer and its representatives access during normal
business hours to the properties, plant and equipment and to the books and
records of Seller in order that Buyer shall have full opportunity to
investigate the business affairs of Seller.

5.05 Notice.

(a) Promptly upon Seller becoming aware of the occurrence
of, or the impending or threatened occurrence of, any event which would cause
any of the representations or warranties of Seller contained herein, or in any
Schedule or Exhibit, to be inaccurate in any material respect, Seller shall
give detailed written notice thereof to Buyer and shall use its best efforts to
prevent or promptly remedy the same.

(b) Seller shall refrain from knowingly taking, and shall
use commercially reasonable efforts to refrain from knowingly suffering or
permitting, any action which would render untrue any of the representations or
warranties of Seller contained herein, and Seller shall not knowingly omit to
take any action reasonably required to maintain the goodwill enjoyed within the
municipalities serviced by the Acquired Systems in the ordinary course of
business, consistent with past practice.

5.06 Consummation of Agreement.

Seller shall use commercially reasonable efforts to perform and
fulfill all obligations and conditions on its part to be performed and
fulfilled under this Agreement, to the end that the transactions contemplated
by this Agreement shall be fully carried out.

5.07 Cooperation with Buyer.

Seller shall cooperate, to the extent not inconsistent with its
obligations hereunder, as Buyer may reasonably request, in apprising the
municipalities serviced by the Acquired Systems and the utility companies which
have issued the Pole Attachment Agreements of the sale of the Acquired Systems
to Buyer in such manner as to preserve the goodwill of such municipalities and
utility companies.

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5.08 Accounts List.

Prior to the Closing Date, Seller shall deliver to Buyer a list of all
persons to whom Seller makes recurring periodic payments in connection with the
business and operations of the Acquired Systems (the "Accounts List"), except
for persons to whom Seller makes recurring periodic payments in connection with
any Excluded Asset. Each individual entry set forth on the Accounts List shall
list the name and address of each account creditor and the approximate average
amount and approximate frequency of the recurring periodic payments paid to
each such account creditor. Seller shall use its reasonable efforts to ensure
the accuracy and completeness of the Accounts List.

5.09 FCC Approval.

Seller shall make application to the FCC for the consent and approval
of the FCC to the transfer of the ownership and operation of any FCC licenses
of the Acquired Systems from Seller to Buyer, to the extent such consent and
approval is required to be obtained.

5.10 Certificates.

On or before the Closing Date, Seller shall deliver to Buyer:
Certificates of Good Standing issued by the Secretary of State of Colorado as
to Seller's good standing in such state and as to the general partner of
Seller's good standing in such state and a Certificate of Good Standing from
the State of New York.

5.11 Third-Party Consents.

Except for fees relating to filings required by the Hart-Scott-Rodino
Antitrust Improvements Act, the costs of which shall be shared equally by Buyer
and Seller, Seller shall, at its sole cost and expense, use commercially
reasonable efforts to obtain prior to Closing all consents and approvals from
third parties which are identified on Schedule 3.02; provided, however, that
the costs and expenses associated with the performance after the Closing Date
of obligations which are required by a third party as a condition of granting
its consent or approval and which obligations are accepted by the Buyer shall
be borne solely by the Buyer. All such consents shall be in writing and in form
and substance reasonably satisfactory to Buyer. In the event that Buyer's
cooperation is required to obtain such consents, Buyer shall reasonably
cooperate with Seller and shall be responsible for its own out-of-pocket costs
in connection therewith.

5.12 Approval of Franchise Authorities.

Seller shall use its commercially reasonable efforts to obtain the
consent of the applicable franchisors to the transfer to Buyer of all of the
Franchises. Seller shall use commercially reasonable efforts to obtain a
certificate from each franchisor certifying that: (a) the Franchise was
properly granted; (b) the Franchise was properly extended (if applicable);

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(c) the Franchise is in accordance with all state and local laws; (d) the
Franchise is validly existing and in full force and effect; (e) there exists no
fact or circumstance which, with the passage of time or the giving of notice or
both, would constitute a default under the Franchise, or permit the franchisor
to cancel or terminate the rights thereunder, except upon the expiration of the
full term thereof; and (f) the Franchise may be collaterally assigned to
Buyer's lenders. Seller shall use its commercially reasonable efforts to obtain
the approval of the New York State Cable Commission to the transfer of the
Acquired Systems to Buyer, with no adverse conditions imposed on such transfer
by the Commission. Buyer shall reasonably cooperate with Seller in Seller's
efforts to secure such approvals and consents, including attending such
meetings and providing such information with respect to Buyer as the
franchisors or New York State Cable Commission may reasonably request. Buyer
shall post any bond or other security reasonably required pursuant to the terms
of such approvals and consents.

5.13 FCC and Other Regulatory Compliance.

Seller shall consult with Buyer prior to implementing any subscriber
rate changes relating to the implementation of any FCC regulations, except as
otherwise provided in Section 5.01 hereof.

5.14 Approval of Lessors.

Seller shall use its commercially reasonable efforts to obtain the
consent of each lessor of real property relating to the Acquired Systems listed
on Schedule 3.02 as being required to consent to the assignment to Buyer of any
lease. Seller shall use its commercially reasonable efforts to obtain a
certificate from the lessor under each lease for real property relating to the
Acquired Systems to which Seller is a party and which is listed on Schedule
3.08 certifying that: (a) the lease is validly existing and in full force and
effect; and (b) all payments under the lease due and payable prior to the date
of such certificate have been paid in full.

5.15 Employees.

Seller shall terminate all of its employees immediately prior to
Closing. Seller shall remain solely responsible for any termination benefits to
which any of the employees is entitled by reason of such termination whether or
not such person is subsequently employed by Buyer. Buyer shall have no
obligation to offer employment to any of the employees of Buyer. Buyer shall
notify Seller at least fifteen (15) days prior to the Closing Date of those
employees to whom Buyer intends to offer employment. Buyer agrees to offer such
employees credit for accrued overtime, sick pay, vacation pay, holiday pay and
other employee benefits to the extent Buyer offers equivalent benefits to its
existing employees and to the extent the foregoing are included as current
liabilities under Section 2.05(a) hereof. Seller shall refrain from making any
statements or communications to its employees regarding subsequent employment
by Buyer or Buyer's employment policies without Buyer's prior written consent.

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5.16 Transitional Billing Services.

Seller shall provide to Buyer, upon request, access to and the right
to use its billing system computers, software and related fixed assets in
connection with the Acquired Systems for a period of up to 90 days following
the Closing Date to allow for conversion of existing billing arrangements
("Transitional Billing Services"). Buyer shall notify Seller at least 10 days
prior to Closing as to whether it desires Transitional Billing
Services. Transitional Billing Services, if any, that are requested by Buyer
shall be provided on terms and conditions reasonably satisfactory to Seller;
provided, however, that the amount to be paid by Buyer for such Transitional
Billing Services shall not exceed the reasonable direct incremental cost to
Seller of providing such Transitional Billing Services.

5.17 Financial Statements.

Seller shall provide Buyer with copies of all regularly prepared
monthly financial statements relating to the Acquired Systems promptly after
the same become available in the ordinary course, as well as copies of audited
statements for the year ended December 31, 1995.

6. CONDITIONS TO CLOSING - BUYER.

6.01 Conditions to Obligations of Buyer.

The obligations of Buyer to consummate the purchase of the Assets to be
Acquired at Closing shall be subject to the satisfaction of the following
conditions precedent, except to the extent waived by Buyer in writing:

(a) All of the representations and warranties of the Seller
contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date as though such representations and warranties
were made at and as of such time; Seller shall have performed and be in
compliance in all material respects with all of the covenants, agreements,
terms and provisions set forth herein on its part to be observed or performed,
and no event which would constitute a material breach of the terms of this
Agreement on the part of Seller shall have occurred and be continuing at the
Closing Date.

(b) Since the date of this Agreement, (i) there shall not
have occurred any material adverse change with respect to the Acquired Systems
or their financial condition or operations, taken as a whole, other than any
change arising out of events or conditions that affect the CATV industry
generally, and (ii) there shall not have occurred any material damage,
destruction, loss or other casualty to the Assets to be Acquired, taken as a
whole, that has not been repaired or replaced.

(c) The general partner of Seller shall have executed and
delivered to Buyer on the Closing Date a Certificate, dated that date, in form
and substance reasonably

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satisfactory to Buyer to the effect that the conditions set forth in each of
the provisions of Section 6.01 (a) and (b) of this Agreement have been
satisfied in full.

(d) Seller shall have delivered to Buyer complete and
correct copies of the resolutions of its general and limited partners
authorizing the execution, delivery and performance of the Seller Transaction
Documents and the sale of the Assets to be Acquired and the transactions
contemplated hereby, certified by the general partner of Seller.

(e) Seller shall have obtained and delivered to Buyer
each of the consents of the governmental agencies and third parties designated
on Schedule 3.02 as Required Consents, with no adverse conditions imposed by
such consents.

(f) Buyer shall have received a legal opinion from the
General Counsel of the general partner of Seller, dated the Closing Date and
substantially in the form of Exhibit B attached hereto.

(g) Seller shall have delivered to Buyer:

(i) the Non-Competition Agreements duly executed
by Seller and its general partner;

(ii) the Good Standing Certificates described in
Section 5.1 0, and

(iii) a certificate of incumbency of the general
partner of Seller duly executed by the Assistant Secretary and each
of the officers of the general partner executing this Agreement and
the documents delivered hereunder on behalf of Seller.

(h) Buyer shall have received an opinion of Dow Lohnes &
Albertson, FCC counsel for Seller, dated the Closing Date and substantially in
the form of Exhibit C.

(i) All documents and other items required to be delivered
hereunder to Buyer at or prior to Closing shall have been delivered or shall be
tendered at the Closing.

(j) On the Closing Date, no suit or action or other
proceeding shall be pending or threatened before any court or other
governmental agency against Seller or Buyer in which the consummation of the
transactions contemplated by this Agreement are sought to be enjoined.

(k) Seller shall have delivered to Buyer, at Seller's
expense, at least ten (10) days prior to the Closing Date, lien searches dated
not more than forty (40) days prior to the Closing Date showing all UCC-1
financing statements filed with any filing offices in the States of New York
and Colorado wherein Seller is named a debtor, all federal, state or local tax
liens

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filed against the Seller, and all unsatisfied judgments naming Seller as
judgment debtor, all of which shall be released or terminated prior to or at
the Closing.

(l) All notification and report forms required to be filed
on behalf of the parties to this Agreement with the FTC and the DOJ under the
HSR Act and rules shall have been filed, and the waiting period required to
expire under the HSR Act and rules, including any extension thereof, shall have
expired or early termination of the waiting period shall have been granted.

(m) Seller shall have delivered to Buyer a commitment or
commitments for owner's title insurance with respect to real estate owned by
Seller as part of the Assets to be Acquired, issued by a nationally reputable
entity, agreeing to insure marketable title in fee simple to each parcel of
real property, subject only to (a) zoning restrictions, prohibitions, and other
requirements imposed by any governmental authority having jurisdiction over the
property, (b) public utility easements of record, (c) taxes not yet due and
payable, (d) easements, rights-of-way, restrictions, and other similar
encumbrances incurred in the ordinary course of business which do not
materially interfere with the ordinary use of the property, and (e) other
standard exceptions, including survey exceptions. Such commitment or commitments
shall be dated not more than sixty (60) days prior to the Closing Date
(provided that any insurance shall be obtained at Buyer's cost).

(n) Seller shall stand ready to deliver the matters
described in Section 8 hereof.

7. CONDITIONS TO CLOSING - SELLER.

7.01 Conditions to Obligations of Seller.

The obligations of the Seller to consummate the sale of the Assets to
be Acquired at Closing shall be subject to the satisfaction of the following
conditions precedent, except to the extent waived by Seller in writing:

(a) 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 as though such representations and warranties
were made at and as of such time, and Buyer shall be in compliance in all
material respects with all of the covenants, agreements, terms and provisions
set forth herein on its part to be observed and performed, and no event which
would constitute a material breach of the terms of this Agreement on the part
of Buyer shall have occurred and be continuing at the Closing Date.

(b) An executive officer of Buyer shall have executed and
delivered to Seller on the Closing Date a Certificate, dated that date, in form
and substance reasonably satisfactory to Seller to the effect that the
conditions set forth in each of the provisions of Section 7.01(a) of
this Agreement have been satisfied in full.

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(c) Buyer shall have delivered the Purchase Price, as
adjusted, to Seller in accordance with Section 2.03.

(d) Buyer shall have delivered to Seller complete and
correct copies of the corporate resolutions of Buyer authorizing the execution,
delivery and performance of this Agreement and the purchase of the Assets to be
Acquired.

(e) Seller shall have received an opinion from Colin
Higgin, Deputy General Counsel for Buyer, dated the Closing Date substantially
in the form of Exhibit D hereto.

(f) On the Closing Date, no suit or action or other
proceeding shall be pending or threatened before any court or other
governmental agency against Seller or Buyer in which the consummation of the
transactions contemplated by this Agreement are sought to be enjoined.

(g) Buyer shall have executed and delivered to Seller
assumption documents in form and substance reasonably satisfactory to Seller
pursuant to which Buyer shall have assumed the Assumed Liabilities.

(h) Buyer shall have delivered to Seller Certificates of
Good Standing issued by the Secretary of State of Delaware and the Commonwealth
of Pennsylvania as to Buyer's good standing in such jurisdictions.

(i) The limited partners of Seller shall have approved
the transaction contemplated by this Agreement in accordance with the
requirements of the Seller's Limited Partnership Agreement. The general partner
of Seller shall use commercially reasonable efforts to obtain such approval as
soon as practicable after the execution of this Agreement, and shall continue
such efforts up until the Termination Date, if necessary, and the general
partner of Seller agrees to recommend such approval to each limited partner of
Seller during such period and during such period to otherwise take such steps
as are necessary or reasonable to obtain such approval.

(j) All notification and report forms required to be
filed on behalf of the parties to this Agreement with the FTC and the DOJ under
the HSR Act and rules thereunder shall have been filed, and the waiting period
required to expire under the HSR Act and rules thereunder, including any
extension thereof, shall have expired or early termination of the waiting
period shall have been granted.

(k) Buyer shall have delivered to Seller a certificate of
incumbency duly executed by the Assistant Secretary of the Buyer and each of
the officers of Buyer executing this Agreement and the documents delivered
hereunder.

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8. CLOSING.

8.01 Action to be Taken at and after Closing.

(a) At Closing, Seller shall deliver to Buyer:

(i) Such bills of sale, endorsements,
assignments, general warranty deeds and other good and sufficient
instruments of transfer and conveyance as shall be reasonably deemed
necessary or appropriate by Buyer to vest in or confirm to Buyer good
and marketable title to all of the assets and properties constituting
the Assets to be Acquired, free and clear of any and all liens,
security interests, mortgages, charges or encumbrances of any kind,
except for current taxes which are not yet due and payable but which
are timely paid;

(ii) A complete itemized list of all of Seller's
subscriber accounts receivable relating to the Acquired Systems as of
a date no later than thirty (30) days prior to the Closing Date,
showing sums due and their respective aging for the period ending on
the Closing Date;

(iii) A true, accurate and complete schedule as of
the Closing Date of monetary obligations owed by Seller and not yet
paid, items billed to Seller and not yet paid, items charged to or
claimed against Seller and not yet paid, whether or not disputed,
under each of the Franchises, Pole Attachment Agreements and
Agreements to be assumed by Buyer under the terms of this Agreement;

(iv) Actual possession and operating control of
the Acquired Systems;

(v) The documents and instruments required to be
delivered by Seller to Buyer pursuant to the terms of Section 6; and

(vi) All of the consents designated as Required
Consents on Schedule 3.02.

(b) At Closing, Buyer shall deliver to Seller:

(i) The Purchase Price, as adjusted in accordance
with Section 2.03; and

(ii) The documents and instruments required to be
delivered by Buyer to Seller pursuant to the terms of Section 7.

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(i) any cash or other property that it may
receive in respect to subscriber accounts receivable received after
the Closing Date relating to the business and operations of the
Acquired Systems arising prior to or subsequent to the Closing Date;

(ii) any Assets to be Acquired not effectively
transferred to Buyer at the Closing; and

(iii) from time to time at the request of Buyer and
without further consideration, such further instruments of
conveyance, transfer and assignment as Buyer may reasonably request in
order to convey more effectively the transfer to Buyer of any of the
Assets to be Acquired, and Seller shall assist Buyer in the reduction
to possession of any such assets, possession of which was not
delivered to Buyer at Closing. Buyer shall be responsible for the
preparation of all of the documents incidental to such conveyance,
transfer and reduction to possession.

9. REAL ESTATE PRORATION AND ADJUSTMENT ITEMS.

Water and sewer charges, municipal garbage and rubbish removal
charges, rents, interest, real estate taxes, utilities and other charges of an
annual or recurrent nature assessed against or paid in conjunction with the
ownership or operation of any real property owned by Seller to be transferred
to Buyer hereunder shall be prorated as of the Closing Date. Real estate taxes
shall be prorated as of the Closing Date. Real estate taxes for the calendar
year of Closing shall be prorated based upon real estate taxes levied or
estimated to be levied in that year by each taxing body (without regard to the
date of levy or the fiscal year of the taxing body); provided, however, if any
of such real estate taxes have not yet been levied as of the Closing Date for
the calendar year in which the Closing Date occurs, the tax proration shall be
based upon the prior year's tax levy, taking into account any adjustments in
real estate tax assessments which may have been made. Upon final levy of the
real estate taxes, Seller and Buyer agree that a final proration will be made
as of the Closing Date, and if it is determined that either party shall owe the
other based upon a discrepancy between the amounts included in the Final
Adjustment and the final proration, then the owing party shall make payment to
the other within thirty (30) days of final settlement thereof.

10. DAMAGE TO PROPERTY AND RISK OF LOSS.

(a) The risk of any loss or damage to the Assets to be
Acquired and the Acquired Systems resulting from fire, theft or any other
casualty (but excluding any loss or damage attributable to reasonable wear and
tear) ("Damage") shall be borne by Seller at all times prior to the Closing. In
the event that any such Damage shall be sufficiently substantial so as to
preclude and prevent resumption of normal operations of all or any portion of
the Acquired Systems within twenty (20) days from the occurrence of the event
resulting in such loss or damage, Seller shall immediately notify Buyer in
writing of its inability to resume normal

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operations or to replace or restore the lost or damaged property, and Buyer, at
any time within ten (10) days after receipt of such notice, may elect either (a)
to waive such defect and proceed toward consummation of the transaction in
accordance with the terms of this Agreement, or (b) to terminate this
Agreement. If Buyer elects to terminate this Agreement pursuant to this Section,
the parties hereto shall stand fully released and discharged of any and all
obligations hereunder.

(b) If Buyer shall elect to consummate this transaction
notwithstanding such Damage and does so, there shall be no diminution of the
Purchase Price, and all insurance proceeds (other than for bodily injury or for
damage to property other than the Assets to be Acquired or for business
interruption prior to the Closing Date) payable as a result of the occurrence
of the event resulting in the Damage shall be delivered to Buyer, or the rights
thereto shall be assigned to Buyer if not yet paid over to Seller, and Seller
shall pay to Buyer the amount of any deductible associated with the insurance
claim.

(c) Notwithstanding the provisions of this Section 10, in
the event of Damage to the Acquired Systems which is not material damage to the
Acquired Systems, Seller shall have the full responsibility for the completion
of all necessary repair and/or restoration work with respect to such damage,
whether or not such work is capable of being completed prior to the Closing
Date, and shall promptly and with due diligence, in a prudent and workmanlike
manner, proceed with such work, time being of the essence.

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: INDEMNIFICATION.

11.01 Survival of Representations and Warranties.

All representations, warranties, covenants, stipulations,
certifications, indemnities and agreements contained herein or in any document
delivered pursuant hereto shall survive the consummation of the transactions
provided for in this Agreement; provided that the representations and
warranties contained in this Agreement shall expire and be extinguished six
months after the Closing Date, except for representations and warranties
relating to (i) title and ownership, which shall survive forever, (ii)
environmental matters, which shall survive for five years, and (iii) tax
matters, which shall survive until the third annual anniversary of the Closing
Date, and Buyer's and Seller's rights to make claims based thereon shall
likewise expire and be extinguished on such dates. The parties hereto
acknowledge and agree that Seller shall remain responsible for any refund
liability with respect to the rates charged by Seller in the Acquired Systems
through the Closing Date and Buyer's right to be indemnified for any such
claims shall survive forever.

11.02 Indemnification.

(a) Seller and Jones shall, jointly and severally, defend,
indemnify and hold Buyer harmless from and against any and all claims,
liabilities, damages, losses, deficiencies and expenses (including reasonable
attorneys' fees and expenses and costs of suit.

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including, but not limited to, travel expenses and discovery costs for such
matters as transcripts, photocopying, subpoenas and telecopies) (individually,
a "Loss" and collectively, "Losses") arising out of (i) any and all inaccurate
representations and warranties, and out of any and all breaches of covenants,
agreements and certifications made by or on behalf of Seller in this Agreement
or in any document delivered hereunder, (ii) any failure to comply with any
applicable bulk transfer acts, or (iii) any and all liabilities and obligations
of Seller (except for the Assumed Liabilities) and any and all liabilities and
obligations of Seller not disclosed to Buyer in this Agreement; provided that
in connection with the indemnification provided for in Section 11.02(a)(i)
hereof, Seller and Jones shall not be obligated to indemnify Buyer for Losses
subject to indemnification thereunder (other than Losses relating to tax
matters) once the total amount of Losses for which Seller and Jones have
provided indemnification under such Section 11.02(a)(i) equals $4,500,000
("Seller's Cap"). Buyer shall not be entitled to be indemnified by Seller or
Jones for any Losses under this Section 11.02(a) arising out of any single
claim or aggregate claims until the total amount of all such Losses suffered or
paid by Buyer exceeds $250,000 ("Seller's Basket"). Buyer shall then be entitled
to be indemnified for all such Losses under this Section 11.02(a) arising out a
single claim or aggregate claims. For example, if the total amount of such
Losses equals $252,000, Buyer shall be entitled to be indemnified for the
entire amount of such Losses, and not just the amount of Losses in excess of
$250,000.

(b) Buyer shall defend, indemnify and hold Seller harmless
from and against any and all Losses arising out of (i) any and all inaccurate
representations, and out of any and all breaches of covenants, warranties,
stipulations, agreements and certifications made by or on behalf of Buyer in
this Agreement or in any document delivered by Buyer hereunder; (ii) the
Assumed Liabilities; and (iii) all debts, liabilities or claims owing by or
against Buyer subsequent to the Closing Date or arising out of the business
activities of Buyer subsequent thereto; provided that Buyer shall not be
obligated to indemnify Seller for Losses subject to indemnification hereunder
once the total amount of Losses for which Buyer has provided indemnification
hereunder equals $4,500,000.

11.03 Indemnification with Respect to Third-Party Claims.

(a) Definition. As used herein, a "Third-Party Claim"
means a Loss or potential Loss for which indemnification is claimed by Buyer or
Seller (the "Indemnitee") under the provisions of this Article 11 and which is
consequent to a claim against the Indemnitee by a person, corporation,
association, partnership or other business organization, or an individual, or a
government, any political subdivision thereof or a governmental agency by
commencement against the Indemnitee of a legal action or proceeding or receipt
by the Indemnitee of an assertion of a claim for which indemnification is
provided pursuant to this Article 11 by Buyer or Seller and Jones, as the case
may be (the "Indemnitor").

(b) The Indemnitee will give notice of a Third-Party Claim
to the Indemnitor, together with, if such Third-Party Claim is subject to
arbitration pursuant to Section 14 hereof, demand for arbitration, stating the
nature thereof and enclosing copies of any complaint, summons, written
assertion of such Third-Party Claim or similar document. No claim

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<PAGE> 29
for indemnification on account of a Third-Party Claim shall be made and no
indemnification therefor shall be available under this Article 11 until the
Indemnitee shall have given initial written notice of its claim to the
Indemnitor.

(c) Retention of Counsel by the Indemnitor. Except as
hereinafter provided (including, but not limited to, Section 11.03(d)(ii)
hereof), the Indemnitor shall engage counsel to defend a Third-Party Claim, and
shall provide notice to the Indemnitee not later than 15 business days
following delivery by the Indemnitee to the Indemnitor of a notice of a Third
Party Claim, such notice to include an acknowledgment by the Indemnitor that it
will be liable in full to the Indemnitee for any Losses in connection with such
Third-Party Claim. The Indemnitee will fully cooperate with such counsel. The
Indemnitor will cause such counsel to consult with the Indemnitee as
appropriate as to the defense of such claim, and the Indemnitee may, at its own
expense, participate in such defense, assistance or enforcement, but the
Indemnitor shall control such defense, assistance or enforcement. The Indemnitor
will cause such counsel engaged by the Indemnitor to keep the Indemnitee
informed at all times of the status of such defense, assistance or enforcement.

(d) Employment of Counsel by the Indemnitee.

(i) Notwithstanding the provisions of Section
11.03(c), the Indemnitee shall have the right to engage counsel and to
control the defense of a Third-Party Claim if the Indemnitor shall not
have notified the Indemnitee of its appointment of counsel and control
of the defense of a Third-Party Claim pursuant to Section 11.03(c)
within the time period therein provided.

(ii) Notwithstanding the engagement of counsel by
the Indemnitor, the Indemnitee shall have the right, at its own
expense, to engage counsel to participate jointly with the Indemnitor
in, and to control jointly with the Indemnitor, the defense of a
Third-Party Claim if (x) the Third-Party Claim involves remedies other
than monetary damages and such remedies, in the Indemnitee's
reasonable judgment, could have an effect on the conduct of the
Indemnitee's business, or (y) the Third-Party Claim relates to acts,
omissions, conditions, events or other matters occurring after the
Closing Date as well as to acts, omissions, conditions, events or
other matters occurring prior to the Closing Date, or (z) the claims
involve monetary damages which could exceed Seller's Cap.

(iii) If the Indemnitee chooses to exercise its
right to appoint counsel under this Section 11.03(d), the Indemnitee
shall deliver notice thereof to the Indemnitor setting forth in
reasonable detail why it believes that it has such right and the name
of the counsel it proposes to employ. The Indemnitee may deliver such
notice at any time that the conditions to the exercise of such right
appear to be fulfilled, it being recognized that in the course of
litigation, the scope

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<PAGE> 30
of litigation and the amount at stake may change. The Indemnitee shall
thereupon have the right to appoint such counsel.

(iv) The reasonable fees and expenses of counsel
and any accountants, experts or consultants engaged by the Indemnitee
in accordance with the provisions of Section 11.03(d)(i) in
connection with defending a Third-Party Claim shall be paid by the
Indemnitor in accordance with the provisions of this Article 11. If
the Indemnitee's employment of counsel is for a Third-Party Claim of
the type described in subdivision (ii)(y) or (ii)(z) of this Section
11.03(d), then subject to the provisions of Section 11.03(e), the
amount of fees and expenses so payable by the Indemnitor shall be that
fraction of the aggregate of such fees and expenses, the numerator of
which is the portion of the amount of any judgment on, or settlement
of, such Third-Party Claim for which the Indemnitee is indemnified
pursuant to this Article 11 and the denominator of which is the total
amount of such judgment or settlement, but provided further, if such
defense of a Third-Party Claim is successful (in the sense that as a
consequence thereof, there is no Loss (other than such fees and
expenses) for which the Indemnitee is indemnified pursuant to this
Article 11), the Indemnitee and the Indemnitor will attempt in good
faith to reach an agreement on the amount of such fees and expenses so
payable by the Indemnitor.

(e) Settlement of Third-Party Claims.

(i) The Indemnitor may settle any Third-Party
Claim solely involving monetary damages only if the amount of such
settlement is to be paid entirely by the Indemnitor pursuant to this
Article 11.

(ii) The Indemnitor will not enter into a
settlement of a Third Party Claim which involves a non-monetary remedy
or which will not be paid entirely by the Indemnitor pursuant to this
Article 11 without the written consent of the Indemnitee (which
consent shall not be unreasonably withheld, delayed or conditioned).

(iii) The Indemnitee will not enter into a
settlement of a Third Party Claim without the written consent of the
Indemnitor, which consent shall not be unreasonably withheld, under
the circumstances described in subdivision (i) of Section 11.03(d), if
the Indemnitor has accepted all or any portion of the liability for
such Third-Party Claim. Otherwise, the Indemnitee shall be free to
compromise, defend and settle Third-Party Claims without prejudice to
any of its rights hereunder or under applicable law.

(iv) As to any Third-Party Claim of the type
described in subsection (ii)(y) or subsection (ii)(z) of Section
11.03(d), the Indemnitee and the Indemnitor shall consult as to any
proposed settlement. If the Indemnitee notifies the Indemnitor that it
wishes to accept a proposed settlement and the Indemnitor is

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<PAGE> 31
unwilling to do so, if the amount for which the Third-Party Claim is
ultimately resolved is greater than the amount for which the
Indemnitee desired to settle, then (x) the Indemnitee shall be liable
only for the amount, if any, which it would have paid had the
Third-Party Claim been settled as proposed by the Indemnitee, and (y)
all reasonable attorneys' fees and expenses and costs of suit incurred
by the Indemnitee subsequent to the time of the proposed settlement
shall be paid or reimbursed by the Indemnitor.

(v) In determining whether to accept or reject any
settlement proposal, each party shall act in good faith and with due
regard for the reasonable commercial and financial interests of the
other.

(f) Claims as to Which Indemnification is Partially
Payable. Notwithstanding the foregoing, in the event of any settlement of, or
final judgment with respect to, a Third-Party Claim which relates to acts,
omissions, conditions, events or other matters occurring both before and after
the Closing Date, the Indemnitee and the Indemnitor shall negotiate in good
faith as to the portion of such Third-Party Claim as to which such
indemnification is payable.

(g) Cooperation, etc. The Indemnitee and the Indemnitor
shall cooperate with one another in good faith in connection with the defense,
compromise or settlement of any claim or action. Without limiting the
generality of the foregoing, the party controlling the defense or settlement of
any matter shall take steps reasonably designed to ensure that the other party
and its counsel are informed at all times of the status of such matter. Neither
party shall dispose of, compromise or settle any claim or action in a manner
that is not reasonable under the circumstances and in good faith. The
Indemnitor and Indemnitee shall enter into such confidentiality and other
non-disclosure agreements as the Indemnitee or Indemnitor, as the case may be,
shall reasonably request in order to protect trade secrets and other
confidential or proprietary information of the Indemnitee or Indemnitor, as the
case may be.

12. TERMINATION.

12.01 Termination by Mutual Agreement.

This Agreement may be terminated prior to Closing (i) by mutual
agreement of Seller and Buyer or (ii) by Buyer in the event of a substantial
loss under Section 10. In such event, this Agreement shall terminate and neither
Buyer nor Seller shall have any further obligation or liability to the other
hereunder, except that Sections 14, 15, 16.05, 16.06 and 16.07 of the Agreement
shall survive and continue in full force and effect notwithstanding such
termination.

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<PAGE> 32
12.02 Buyer's Default.

Concurrently with the execution of this Agreement, Buyer has delivered
to Seller an irrevocable letter of credit issued by a financial institution
reasonably acceptable to Seller in the amount of $84,000,000 and in the form
attached hereto as Exhibit E (the "Letter of Credit"). In the event that the
transactions contemplated by this Agreement are not consummated on the Closing
Date (if and as extended upon the mutual agreement of Seller and Buyer) due to
Buyer's failure or refusal to close, and all of the conditions specified in
Section 6 shall have been satisfied, Seller shall be entitled, at its sole
option and discretion, either to: (A) draw down the amount of the Purchase
Price, as adjusted in accordance with Section 2.03, under the Letter of Credit
immediately upon tendering to Buyer the instruments and documents specified in
Section 8.01(a), provided that Seller's Closing Notice advised Buyer of
Seller's intent to make such draw in the event Buyer failed or refused to
close; or (B) terminate this Agreement and pursue any and all of its equitable
and legal causes of action against Buyer, provided that Seller's right to
recover damages against Buyer shall not be limited in any respect by the
provisions of Section 11.02 hereof or otherwise, and provided further that the
Letter of Credit shall be returned to the financial institution issuing the
Letter of Credit upon such termination. Payment of a draw under the Letter of
Credit shall not constitute an admission by Buyer of Seller's entitlement to
such funds. Buyer shall have the right to pursue all of its equitable and legal
causes of action against Seller as a result of any such draw and Buyer's right
to recover damages from Seller as a result thereof shall not be limited in any
respect by the provisions of Section 11.02 hereof or otherwise.

12.03 Seller's Default.

In the event that the transactions contemplated by this Agreement are
not consummated on the Closing Date (if and as extended) due to Seller's
failure or refusal to close, and all of the conditions specified in Section 7
shall have been satisfied, Buyer shall be entitled to pursue any and all of its
equitable and legal causes of action against Seller.

12.04 Termination by Buyer or Seller.

This Agreement may be terminated by Buyer or Seller at any time after
September 30, 1996 (the "Termination Date") in the event that any condition set
forth in Sections 6 or 7 hereof has not been satisfied or tendered by the party
owing performance for any reason other than a material breach or default by
such party of its respective covenants, agreements, or other obligations under
this Agreement, or waived by the party for whose benefit the condition is
intended. Upon such termination, neither Buyer nor Seller shall have any further
obligation or liability to the other hereunder, except that Sections 14, 15,
16.05, 16.06 and 16.07 of this Agreement shall survive and continue in full
force and effect notwithstanding such termination.

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<PAGE> 33
13. NOTICE.

All notices and other communications hereunder shall be in writing and
delivered by one of the following methods of delivery: (i) personally, (ii) by
registered or certified mail, return receipt requested, postage prepaid, (iii)
by overnight courier, or (iv) by legible facsimile transmission, in all cases
addressed as follows:

To Buyer:

Global Acquisition Partners, L.P.
5 West Third Street
Coudersport, PA 16915
Telecopy: (814) 274-8631
Attention: Colin H. Higgin, Esq.

With a copy to:

Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Telecopy: (412) 562-1041
Attention: Bruce I. Booken, Esq.

To Seller or Jones:

Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, CO 80112
Telecopy: (303) 799-4675
Attention: President

With a copy to:

Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, CO 80112
Telecopy: (303) 799-1644
Attention: General Counsel

or to such address as such party may indicate by a notice delivered to the
other parties hereto. Notice shall be deemed received the same day (when
delivered personally), five (5) days after mailing (when sent by registered or
certified mail) or the next business day (when sent by facsimile transmission
or when delivered BY OVERNIGHT courier). Any party to this Agreement

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<PAGE> 34
may change its address to which all communications and notices may be sent
hereunder by addressing notices of such change in the manner provided.

14. BROKERAGE COMMISSION.

Buyer and Seller each represent and warrant that all negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried on by each directly with the other without intervention of any person,
except that Seller has retained The Jones Group, Ltd. (the "Group") 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 the
Group. Buyer shall have no liability or responsibility for the commissions
payable to the Group. Each party to this Agreement indemnifies the other and
holds it harmless against and in respect of any claim against the other for
brokerage or other commissions relative to this Agreement and the transactions
contemplated hereby by the indemnifying party's employees, agents or
consultants.

15. LAWS GOVERNING.

15.01 Laws Governing.

The construction, interpretation and enforcement of this Agreement
and the rights of the parties hereunder shall be governed by the laws of the
State of New York without regard to any jurisdiction's conflicts of law
provisions.

15.02 Consent to Jurisdiction.

Each of the parties hereto hereby irrevocably consents and submits to
the nonexclusive personal jurisdiction of the United States District Court for
the Western District of New York and the courts of Erie County, New York over
any suit, action or proceeding under this Agreement, and irrevocably agrees that
all claims with respect thereto may be heard and determined in such
courts. Service of process in any such suit, action or proceeding may be made in
the manner hereinabove set forth for the giving of notices and the same shall
constitute valid personal service for all purposes, each party hereby waiving
personal service by other means.

16. MISCELLANEOUS.

16.01 Counterparts; Telecopy.

This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. Delivery of executed signature pages
hereof by facsimile transmission shall constitute effective and binding
execution and delivery hereof.

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<PAGE> 35
16.02 Assignment.

This Agreement may not be assigned by any party hereto without the
prior written consent of the other parties; provided, however, that Buyer may
assign this Agreement to one or more of the subsidiaries or affiliates of Buyer,
without the prior written consent of Seller, provided Buyer remains primarily
liable to fully perform the terms of this Agreement.

16.03 Entire Agreement.

This Agreement is an integrated document, contains the entire agreement
between the parties, wholly cancels, terminates and supersedes any and all
previous and/or contemporaneous oral agreements, negotiations, commitments and
writings between the parties hereto with respect to such subject matter. No
change, modification, termination, notice of termination, discharge or
abandonment of this Agreement or any of the provisions hereof, nor any
representation, promise or condition relating to this Agreement, shall be
binding upon the parties hereto unless made in writing and signed by the
parties hereto, except that termination or notices of termination which may be
effected pursuant to the terms of this Agreement by either party to the
Agreement shall be binding if made in writing and signed by the applicable
party.

16.04 Interpretation.

Article titles and headings to Sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of any of the provisions of this Agreement. All
references to Sections, subsections, Schedules or Exhibits contained in this
Agreement are references to the Sections and subsections of this Agreement and
the Schedules or Exhibits described on the list immediately following the
signature page hereto and attached hereto. All references to the word
"including" shall have the meaning represented by the phrase "including without
limitation." As used herein, the phrase "after due inquiry" is limited to
inquiry within the organization of Seller or Buyer, as the case may be. As used
herein, the phrase "commercially reasonable efforts" shall not be deemed to
require a party to undertake extraordinary measures, including the initiation
or prosecution of legal proceedings or the payment of amounts in excess of
normal and usual filing and processing fees, if any.

16.05 Expenses.

Except as otherwise expressly provided herein, Seller and Buyer each
will pay all costs and expenses, including any and all legal and accounting
fees, of its performance and compliance with all agreements and conditions
contained herein on its part to be performed or complied with. Seller and Buyer
agree to share equally (i) any sales or transfer taxes, recording fees or other
similar costs or fees payable in connection with the transfer of the Assets to
be Acquired, (ii) the costs and expenses relating to the appraisals performed
pursuant to Section 2.04, and (iii) the fees required under the HSR Act.

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<PAGE> 36
16.06 Confidentiality.

Any and all information obtained by Buyer from Seller in connection
with the transactions contemplated by this Agreement which is confidential in
nature (collectively, the "Evaluation Material") shall be kept strictly
confidential by Buyer prior to the Closing Date; provided, however, that any
Evaluation Material may be disclosed to agents, employees, officers, directors,
investors, advisors and other representatives of Buyer who need to know such
Evaluation Material (it being agreed that such representative shall be informed
by Buyer of the confidential nature of such Evaluation Material and shall be
directed to deal with such Evaluation Material confidentially) and, further,
may be disclosed to the extent required by law, including applicable securities
laws, or by written or oral question or request for information or documents in
legal proceedings, interrogatories, subpoenas, civil investigative demands or
similar processes. For purposes of this Agreement, the term "Evaluation
Material" does not include information which (i) becomes generally available to
the public other than as a result of disclosure by Buyer or any Buyer
representative in violation of the terms hereof, (ii) was available on a
non-confidential basis prior to disclosure to Buyer by Seller or any of their
directors or any of its directors, officers, employees, agents or
representatives, or (iii) becomes available to Buyer on a non-confidential
basis from a source which is not bound by a confidentiality agreement with
Seller.

16.07 Public Announcements.

Neither Buyer nor Seller shall, without the approval of the other party
(which may not be unreasonably withheld), make any press release or other
public announcement concerning the transactions contemplated by this Agreement,
except as and to the extent that such party shall be so obligated by law
(including any legal obligation imposed on Buyer in connection with its status
as a publicly-held corporation), in which case the other party shall be advised
and Buyer and Seller shall use their reasonable efforts to cause a mutually
agreeable release or announcement to be issued.

16.08 Waivers.

Any term or provision of this Agreement may be waived, or the time for
its performance may be extended, by the party or parties entitled to the
benefit thereof, but any such waiver must be in writing and must comply with
the notice provisions contained in Section 13. The failure of any party hereto
to enforce at any time any provision of this Agreement shall not be construed
to be a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.

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<PAGE> 37
16.09 Partial Invalidity.

Wherever possible, each provision hereof shall be interpreted in such a
manner as to be effective and valid under applicable law, but in case any one or
more of the provisions contained herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein, unless the deletion of such
provision or provisions would result in such a material change as to cause the
completion of the transactions contemplated hereby to be unreasonable.

16.10 Incorporation by Reference.

Any and all Schedules, Exhibits, Recitals, statements, reports,
certificates or other documents or instruments referred to herein or attached
hereto are incorporated herein by reference thereto as though fully set forth at
the point referred to in this Agreement.

16.11 Attorneys' Fees.

Notwithstanding any other provision of this Agreement, the prevailing
party in any litigation or other legal proceeding between Buyer and Seller with
respect to this Agreement or the transactions contemplated hereby shall be
entitled to recover from the nonprevailing party its reasonable attorneys' fees
and costs of the proceeding.

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<PAGE> 38

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

GLOBAL ACQUISITION PARTNERS, L.P.

By: /s/ [ILLEGIBLE]
-------------------------------

Title: General Partner
-------------------------------

CABLE TV FUND 11-B, LTD,

By: JONES INTERCABLE, INC.,
General Partner

By: /s/ JAMES B. O'BRIEN
-------------------------------

Title: President
-------------------------------

JONES INTERCABLE, INC.

By: /s/ JAMES B. O'BRIEN
-------------------------------

Title: President
-------------------------------

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<PAGE> 1
Town of Clarence

FRANCHISE

AGREEMENT
<PAGE> 2
STATE OF NEW YORK

Town of Clarence, County of Erie

This FRANCHISE AGREEMENT made this 25th day of April, 1995 between the
Incorporated Town of Clarence (hereinafter called "Clarence") and Cable TV Fund
11-B, LTD., a Colorado limited partnership doing business as Jones Intercable
Inc., (hereinafter called "Franchisee").

WHEREAS Franchisee wishes to construct, maintain and operate a cable
television system in Clarence; and

WHEREAS the construction, maintenance and operation of said cable
television system involves the use and occupation by Franchisee of the streets,
thoroughfares and other public rights-of-way belonging to Clarence; and

WHEREAS the technical ability, financial condition and character of
Franchisee and its principals have been considered and approved by the Town
Board of Clarence in full public proceedings affording due process; and

WHEREAS, by resolution of the Town Board dated April 12,1995, Clarence
has granted a renewal of the non-exclusive cable television franchise to
Franchisee and authorized the Town Supervisor or other designated
representative of the Town Board to execute the instant FRANCHISE AGREEMENT
with Franchisee upon the terms hereinafter set forth; and

WHEREAS, the instant FRANCHISE AGREEMENT complies with the franchise
standards required by the New York State Commission of Cable Television and the
Federal Communications Commission;

NOW, THEREFORE, in consideration of the mutual conditions and
covenants contained herein:

IT IS MUTUALLY AGREED AS FOLLOWS:

2
<PAGE> 3
1. Grant

Clarence hereby grants to Franchisee, its successors and assigns the
non-exclusive right and privilege to erect and place in Clarence and to
construct, maintain and operate in, over or under the present and future
streets, sidewalks, alleys, public land and places and highways in or of
Clarence, towers, poles, lines, cables, necessary wiring and other apparatus
for the purpose of transmitting, receiving, amplifying and distributing
telephone, telegraph, television, data, radio signals and other video and aural
programming and communications services within said Clarence and to the
inhabitants thereof. Any and all towers intended to be erected shall be subject
to the prior approval of the Town Board of Clarence. No antennas nor poles
shall exceed the height of existing utility poles without the prior approval of
the Town Board. All installations shall comply with Clarence ordinances and
federal, state and local laws and regulations.

2. Term

The term of this Agreement shall be for a period of ten (10) years
from June 11,1995.

3. Franchise Area

The franchise rights and obligations set forth in this Agreement shall
be applicable to the present territorial limits of the Town of Clarence and to
any area added thereto during the term of this Agreement.

4. Construction

(a) Franchisee shall construct and maintain its cable system in a
safe and reliable manner.

(b) The population density shall be established at a minimum of 25
dwelling units per aerial mile of cable for years 1 thru 5 of this franchise.
During years 6 - 10 of this franchise the population density shall be
established at 20 dwelling units per aerial mile of cable. Areas adjoining
existing cable plant meeting the above density requirements shall be cabled
without a contribution in aid of construction by subscribers. Areas not
immediately adjoining the cable plant and whose population density is less than
the number of dwelling units per lineal mile of aerial cable established above,
shall be considered to be located in a line extension area. Subscribers
residing in such an area and who are willing to contribute to the

3
<PAGE> 4
cost of construction shall be entitled to services in accordance with the
following formula C/LE -CA/P = SC.

C = The actual cost of new construction in the line extension area;

LE = The number of dwelling units requesting service in the line extension
area;

CA = The average cost of construction per mile in the primary service area;

P = The minimum number of dwelling units per mile which would require the
franchisee to provide service in the primary service area. This is determined
by taking the minimum number, or the average (which is determined by dividing
the number of dwelling units in the primary service area by the number of
lineal miles of cable in the same area) whichever of the two numbers is lower;

SC = Subscriber contribution in aid of construction in the line extension area.

(c) Franchisee shall construct its cable system using materials of
good and durable quality, and all work involved in construction, installation,
maintenance, and repair of the cable system shall be performed in a safe,
thorough, and reliable manner.

(d) New subdivisions where cable facilities have been installed in
joint trench with power and/or telephone that are located within cabled areas
shall have service activated when the number of occupied homes equals 25% of
the planned lots in the subdivision. The calculation of the percentage occupied
will be determined based on the area where cable facilities have been placed in
joint trench rather than including future phases of the subdivision in the lots
calculation.

(e) The Clarence Cable Committee may schedule two construction
meetings per year, 1.) in September to provide input to the Franchisee on
future home construction and any cable construction requests received by the
commission and 2.) in March for the Franchisee to update the Commission on
construction plans.

(f) Operator may, in its discretion, solicit door to door for the
purpose of selling Operator's services. Operator shall provide Franchisee with
thirty (30) days advance written notice of its intent to solicit door to door.
Operator may survey and solicit door to door in areas not serviced by
Franchisee for the purpose of determining the feasibility of providing service
to said area by giving Clarence advanced notice verbally.

4
<PAGE> 5
5. Subscriber Rates

(a) The Franchisee may make such charges for services provided to
subscribers as are permitted by Federal, State, or Local law. Under this
subsection, neither party surrenders any other rights or obligations due them
under any other Federal, State, or Local statute rule or regulation.

(b) Any subscriber over 65 years of age who is the principal
resident of the service dwelling will be entitled to a discount of 10% on basic
cable television services, including initial installation. This discount will
be extended to the Limited Basic customer and the Basic Plus customer.
Franchisee shall establish a procedure for subscribers to apply for this
discount.

(c) The Town Hall, Town Library, all public schools, Senior
Center, and Youth Center within Clarence which are in areas meeting the density
requirements of section 4(b) will receive one free outlet and free Basic Plus
Service.

(d) Franchisee agrees to seek the Clarence Cable Commission's
input during regularly scheduled meetings on any programming changes.
Franchisee will consult with the Town's representative prior to customer
notification of planned changes so long as the changes are within the
Franchisee's control. Both parties agree that the input and notification
process in no way abridges Franchisee' rights to make programming decisions.
Franchisee shall have the right to conduct door to door sales for the purpose
of selling Franchisee's products. All telemarketers shall act in professional
and courteous manner. To the extent, that Clarence should receive citizen
complaints regarding door to door telemarketers, Franchisee agrees to work
closely with Clarence to correct the complaints and to prevent future
complaints from occurring.

(e) Franchisee agrees to make available to the Clarence High
School production equipment, not to exceed twenty five thousand ($25,000) in
value, to allow the school to originate programming from the high school.
Clarence agrees that if at least twenty (20) hours of programming in the first
year, twenty eight (28) hours of programming the second year and forty (40)
hours of programming in the third year and each year thereafter, is not made
available to Franchisee for cablecast per school year, the franchisee, at its
option, may remove the equipment for use at a another location. Equipment will
be made available no latter than the start of the 1995 school year. Franchisee
agrees to provide one (1) preventive maintenance service per year for the above
provided production equipment. Franchisee is not responsible for any damages
caused by the users actions, direct or indirect, negligence, or lack of action.

5
<PAGE> 6
6. Complaints

(a) Franchisee shall maintain an office with a listed telephone
number within the Village of Lancaster for the purpose of receiving and
responding to cable television subscriber complaints.

(b) All subscriber complaints or trouble calls shall receive
investigative action on the same day such complaint or call is received at the
local office, if possible, but in no case later than the following business
day. Subscriber complaints and trouble calls shall be processed in compliance
with the standards set forth in Section 596.8 of the rules and regulations of
the New York State Commission on Cable Television.

(c) Franchisee shall provide notice to each subscriber, at
intervals of not more than one year, of the procedure for reporting and
resolving subscriber complaints. (Such notice may be written or by such other
means as the State Commission on Cable Television may from time to time
approve.)

7. Prohibition of Abandonment

Franchisee shall provide continuous cable television service during the term of
this agreement and shall at no time during the term of this agreement abandon
or cease to operate its cable system.

8. Indemnification and Insurance

(a) Franchisee shall indemnify and save Clarence harmless from all
losses sustained by Clarence on account of any suit, judgment, execution,
claim, damage, or demand whatsoever occasioned by or arising out of the
construction, erection, maintenance, repair, or operation of Franchisee's cable
television system or the exercise by Clarence of the franchise rights granted
herein. For this purpose, Franchisee shall obtain and carry property damage and
personal liability insurance written by an insurance company or companies
qualified to do business in the State of New York. The amounts of such
insurance shall be not less than $250,000 for liability due to damage to
property, no less than $500,000 for liability due to injury or death of any
person, and not less than $1,000,000 for liability due to any one accident.
Clarence shall notify Franchisee within thirty (30) days after the presentation
of any claim or demand, either by suit or otherwise, made against Clarence on
account of any negligence or other conduct on the part of Franchisee.

6
<PAGE> 7
(b) Franchisee specifically agrees that it will pay all expenses
incurred by Clarence to defend itself in regard to any matter mentioned in
paragraph (a), above. These expenses shall include out-of pocket expenses, such
as reasonable attorney's fees, and shall include the reasonable value of any
service rendered by Clarence's attorneys or their assistants or any other
employees of Clarence.

(c) A certificate evidencing the insurance coverage required by
paragraph (a), above, shall be delivered by Franchisee to the Town Clerk'
within 60 days of the date of this franchise.

9. Repair of Property

Any property of the Town of Clarence damaged or destroyed by reason of
any activity undertaken pursuant to this Agreement shall be repaired or
replaced within 48 hours by Franchisee and restored to serviceable condition
acceptable to the Superintendent of Highways and the Town Engineer. All
openings or obstructions in public ways will be protected by fencing or other
protective devices at the sole expense of Franchisee. At its own expense
Franchisee will disconnect or relocate any of its equipment in public
rights-of-way as may be required by the Town by reason of street construction
and public safety. If requested by a private party holding an appropriate
permit issued by the Town, Franchisee will temporarily raise or lower its lines
to enable the moving of any building or structure if expenses related thereto
are paid by the requesting party. Franchisee will restore any damage to private
property resulting from the installation and operation of its cable television
system within thirty(30) days of notice from such property owner.

10. Equal Employment

Franchisee shall not refuse to hire or employ, nor bar or discharge
from employment, nor discriminate against any person in compensation or in
terms, conditions, or privileges of employment because of age, race, creed,
color, national origin, or sex.

11. Additional Regulations

Clarence reserves the right to adopt such additional regulations as it
shall find necessary in the exercise of its police power, provided such
regulations are reasonable and not materially in conflict with the rights and
privileges granted in this Agreement.

7
<PAGE> 8
12. Municipal Inspection

Clarence reserves the right to inspect all pertinent books, records,
maps, plans, financial statements, and other like materials of Franchisee upon
reasonable notice during normal business hours.

13. Responsible Municipal Officer

The Town Board of Clarence shall be responsible for the continuing
administration of this Agreement.

14. Material Provisions and Severability

Should any provision of this Agreement be held invalid by any court or
regulatory agency of competent jurisdiction, the remaining provisions of this
Agreement shall remain in full force and effect.

15. Approval and Amendment of Provisions

(a) The terms and provisions of this Agreement are subject to the
approval of the New York State Commission on Cable Television.

(b) Should the Federal Communications Commission or the New York
State Commission on Cable Television make such modifications of the provisions
of its rules and regulations that would require the amendment of this
Agreement, such amendment is hereby agreed upon and such necessary provisions
or changes are incorporated herein by reference. Necessary amendments will be
made within one year or upon the expiration of this Agreement, whichever occurs
first.

16. Franchise Fees and Reporting

Franchisee agrees to pay to Clarence for the rights and privileges
enjoyed hereunder, a sum equal to three percent (3%) of Franchisee's gross
annual receipts attributable to providing the services contemplated in this
Franchise Agreement. Such sum shall be paid in semiannual installments within
90 days of the end of each fiscal half year of Franchisee. In addition to the
above described franchise fee, Franchisee shall be responsible for all
applicable local, state, and federal property, sales, income, and franchise and
other taxes or assessments. Franchisee shall provide a financial statement to

8
<PAGE> 9
Clarence annually, within 90 days of the close of its fiscal year. Such
financial reports will be prepared in accordance with generally accepted
accounting principals and shall be audited by a public accountant or certified
by a senior financial officer of Franchisee.

17. Future Technology Initiative

(a) The Franchisee and Clarence recognize that during the period
of this Agreement that technology changes in the Cable industry may make new
products and services available that may benefit the Town of Clarence and its
residents. Both parties agree to evaluate these products and services as they
become available. Nothing in this section will require either party to offer a
specific service or to purchase it if made available.

(b) Franchisee agrees to evaluate the feasibility of a school
network and a Town business network within the first three years of this
Agreement. The evaluation will include a section specifying the rates for these
products should the town or school elect to proceed.

The parties have duly executed this agreement as of the date first written
above.

TOWN OF CLARENCE

By: /s/ ANNE L. CASE
-----------------------------------

Title: Supervisor
--------------------------------

CABLE TV FUND 11-B, LTD
By: Jones Intercable Inc.
its General Partner

By: /s/ RUTH E. WARREN
-----------------------------------
Ruth E. Warren
Group Vice President/Operations

<PAGE> 1
[SEAL] NEW YORK STATE COMMISSION ON CABLE TELEVISION

In the Matter of 94-130

Application of Cable TV Fund 11-B, Ltd )
(Jones Intercable, Inc., General Partner) )
for approval of the renewal by option of ) DOCKET NO. 31616
its cable television franchise for the Town )
of Elma (Erie County) )
Initial Docket No. 11323 )

ORDER APPROVING RENEWAL

(Adopted: March 2, 1994; Released: March 23, 1994)

The above-captioned application was submitted by Cable TV Fund
11-B, Ltd. (Jones Intercable, Inc., General Partner) on January 31, 1994. A
copy of same was served upon the Town and all local notice requirements were
met. Notice was also published in this Commission's Weekly Bulletin on February
4, 1994. No comments or objections have been received.

This application is governed by Section 822 of the Executive
Law which requires our approval unless we find specific violations of law, the
regulations of this Commission, or the public interest. Section 822(4) of the
Executive Law provides that we may approve the renewal contingent upon
compliance with standards or conditions consistent with the public interest.
Having reviewed this application in the context of all applicable statutory and
regulatory standards, we have determined to approve the renewal subject to
conditions as hereinafter set forth.

This application seeks our approval of a renewal of a
franchise granted by Town of Elma on August 1, 1984, which provided for an
optional five year renewal in favor of the company. The terms of the franchise,
as renewed, are subject to the Cable Act.

Channel Capacity

The cable operator has committed itself to a technical upgrade
and rebuild of its system to a minimum capacity of 450 MHz by December 31,
1995. We wish to emphasize that the timely fulfillment of this commitment is an
express and material condition of our approval herein.

Public, Educational and Governmental (PEG) Access

Our approval is granted with the understanding that the
provisions of Section 595.4 of our rules pertaining to minimum standards for
public, educational and governmental access are controlling.

<PAGE> 2
2

Line Extension

Our approval is granted with the understanding that our line
extension rules as provided in Section 595.5 of 9 NYCRR are controlling.

Subscriber Complaints, Trouble Call Processing and Consumer Service Standards

Approval is granted with the understanding that our rules
applicable to trouble call processing, credit for service outages and consumer
protection and service standards as set forth in Section 596.8 and Part 590 of
our rules are controlling.

Franchise Fee Offset

Section 15 Of the subject franchise provides for a franchise
fee payment of three percent (3%) of annual gross revenues "less any taxes
levied by the New York State Department of Equalization and Assessment and paid
to the Town." Such provision indicates an intent by the franchising parties to
reverse the procedure set forth in Section 626 of the Real Property Tax Law
whereby franchise fees may be credited as an offset against Special franchise
tax assessments. In effect, this franchise provision contemplates that the
special franchise assessment will instead be paid to the Town but the amount
paid will be deducted from the amount Of franchise fees otherwise due to the
Town. Under either method of applying the statutory credit authorized by RPTL
Section 626, it is apparent that the net effect will be the same. Therefore, we
shall approve this provision with the understanding that only the amount of
special franchise tax actually paid to the Town may be credited as an offset
against franchise fees otherwise payable. We also note that the wording of this
franchise provision referring to "any taxes" does not include real property tax
assessments other than the special franchise tax assessed by the Department of
Equalization and Assessment.

THE COMMISSION ORDERS:

1. Pursuant to Section 822 of the Executive Law and the rules and
regulations of this Commission, the application of Cable TV Fund 11-B, Ltd.
(Jones Intercable, Inc., General Partner) for approval of the renewal of its
cable television franchise for the Town of Elma (Erie County) is hereby
approved, subject to the conditions and understandings expressed herein. Said
renewal shall expire on August 1, 1999.

2. This Order does not in any way confer rights or privileges other than
those granted in the underlying franchise and the certificate holder remains
subject to the obligations imposed by Article 28 of the Executive Law, the
underlying franchise and all applicable rules, regulations and orders of this
Commission.

Commissioners Participating: William B. Finneran, Chairman; John A. Passidomo,
Barbara T. Rochman, Commissioners

<PAGE> 1

TOWN OF ORCHARD PARK
and
VILLAGE OF ORCHARD PARK
FRANCHISE
AGREEMENT
<PAGE> 2
STATE OF NEW YORK

Town of Orchard Park and Village of Orchard Park, County of Erie

This FRANCHISE AGREEMENT made this 28th day of May, 1995 between the
Incorporated Town of Orchard Park and Village of Orchard Park (hereinafter
called "Orchard Park") and Cable TV Fund 11-B, LTD., a Colorado limited
partnership doing business as Jones Intercable Inc., (hereinafter called
"Franchisee").

WHEREAS Franchisee wishes to construct, maintain and operate a cable
television system in Orchard Park; and

WHEREAS the technical ability, financial condition and character of
Franchisee and its principals have been considered and approved by the Town
Board of Orchard Park and the Village Board of Orchard Park in full public
proceedings affording due process; and

WHEREAS, by resolution of the Town Board dated May 17, 1995, Orchard
Park has granted a renewal of the non-exclusive cable television franchise to
Franchisee and authorized the Town Supervisor or other designated
representative of the Town Board to execute the instant FRANCHISE AGREEMENT
with Franchisee upon the terms hereinafter set forth; and

WHEREAS, by resolution of the Village Board dated May 17, 1995,
Orchard Park has granted a renewal of the non-exclusive cable television
franchise to Franchisee and authorized the Village Mayor or other designated
representative of the Village Board to execute the instant FRANCHISE AGREEMENT
with Franchisee upon the terms hereinafter set forth; and

WHEREAS, the instant FRANCHISE AGREEMENT complies with the franchise
standards required by the New York State Commission of Cable Television and the
Federal Communications Commission;

2
<PAGE> 3
NOW, THEREFORE, in consideration of the mutual conditions and
covenants contained herein:

IT IS MUTUALLY AGREED AS FOLLOWS:

1. Grant

Orchard Park hereby grants to Franchisee, its successors and assigns
the nonexclusive right and privilege to erect and place in Orchard Park and to
construct, maintain and operate in, over or under the present and future
streets, sidewalks, alleys, public land and places and highways in or of
Orchard Park, towers, poles, lines, cables, necessary wiring and other
apparatus for the purpose of transmitting, receiving, amplifying and
distributing telephone, telegraph, television, data, radio signals and other
video and aural programming and communications services within said Orchard
Park and to the inhabitants thereof. Any and all towers intended to be erected
shall be subject to the prior approval of Orchard Park. No antennas nor poles
shall exceed the height of existing utility poles without the prior approval of
Orchard Park. All installations shall comply with Orchard Park ordinances and
federal, state and local laws and regulations.

2. Term

The term of this Agreement shall be for a period of ten (10) years
from May 28, 1995.

3. Franchise Area

The franchise rights and obligations set forth in this Agreement shall
be applicable to the present territorial limits of the Town of Orchard Park and
the Village of Orchard Park and to any area added thereto during the term of
this Agreement.

4. Construction

(a) Franchisee shall construct and maintain its cable system in a
safe and reliable manner.

3
<PAGE> 4
(b) The population density shall be established at a minimum of 25
dwelling units per aerial mile of cable for years 1 thru 5 of this franchise.
During years 6 - 10 of this franchise the population density shall be
established at 20 dwelling units per aerial mile of cable. Areas adjoining
existing cable plant meeting the above density requirements shall be cabled
without a contribution in aid of construction by subscribers. Areas not
immediately adjoining the cable plant and whose population density is less than
the number of dwelling units per lineal mile of aerial cable established above,
shall be considered to be located in a line extension area. Subscribers
residing in such an area and who are willing to contribute to the cost of
construction shall be entitled to services in accordance with the following
formula C/LE-CA/P = SC.

C = The actual cost of new construction in the line extension area;

CA = The average cost of construction per mile in the primary service area;

LE = The number of dwelling units requesting service in the line extension
area;

SC = Subscriber contribution in aid of construction in the line extension area.

5. Subscriber Rates

(a) The Franchisee may make such charges for services provided to
subscribers as are permitted by Federal, State, or Local law. Under this
sub-section, neither party surrenders any other rights or obligations due them
under any other Federal, State, or Local statute rule or regulation.

4
<PAGE> 5
(b) Any subscriber over 65 years of age who is the principal
resident of the service dwelling will be entitled to a discount of 10% on basic
cable television service including initial installation. This discount will be
extended to the Basic Plus customer. Franchisee shall establish a procedure for
subscribers to apply for this discount.

(c) The Town Hall, Town Library, Fire Stations, Senior Center, and
all public schools within Orchard Park which are in areas meeting the density
requirements of section 4(b) will receive one free outlet and free Basic Plus
Service.

(d) Franchisee agrees to construct a two way capable plant to the
Orchard Park High School to enable the School to cable cast programming on the
Educational access channel. Franchisee has sole responsibility for scheduling
air time for access programming.

6. Complaints

(a) Franchisee shall maintain an office with a listed telephone
number within the Orchard Park for the purpose of receiving and responding to
cable television subscriber complaints.

7. Prohibition of Abandonment

Franchisee shall provide continuous cable television service during the term of
this agreement and shall at no time during the term of this agreement abandon
or cease to operate its cable system.

5
<PAGE> 6
8. Indemnification and Insurance

(a) Franchisee shall indemnify and save Orchard Park harmless from
all losses sustained by Orchard Park on account of any suit, judgment,
execution, claim, damage, or demand whatsoever occasioned by or arising out of
the construction, erection, maintenance, repair, or operation of Franchisee's
cable television system or the exercise by Orchard Park of the franchise rights
granted herein. For this purpose, Franchisee shall obtain and carry property
damage and personal liability insurance written by an insurance company or
companies qualified to do business in the State of New York. The amounts of
such insurance shall be not less than $250,000 for liability due to damage to
property, no less than $5,000,000 for liability due to injury or death of any
person, and not less than $5,000,000 for liability due to any one accident.
Orchard Park shall notify Franchisee within thirty (30) days after the
presentation of any claim or demand, either by suit or otherwise, made against
Orchard Park on account of any negligence or other conduct on the part of
Franchisee.

(b) Franchisee specifically agrees that it will pay all expenses
incurred by Orchard Park to defend itself in regard to any matter mentioned in
paragraph (a), above. These expenses shall include out-of pocket expenses, such
as reasonable attorney's fees, and shall include the reasonable value of any
service rendered by Orchard Park's attorneys or their assistants or any other
employees of Orchard Park.

(c) A certificate evidencing the insurance coverage required by
paragraph (a), above, shall be delivered by Franchisee to the Town Clerk within
60 days of the date of this franchise.

9. Repair of Property

Any property of the Town of Orchard Park or the Village of Orchard
Park damaged or destroyed by reason of any activity undertaken pursuant to this
Agreement shall be repaired or replaced, or Franchisee shall commence such
repair or replacement, within 48 hours from the time Franchisee receives notice
of the damage. Franchisee shall restore any such damage property to serviceable
condition. All openings or obstructions in public ways will be protected by
fencing or other protective devices at the sole expense of Franchisee. At its
own expense Franchisee will disconnect or relocate any of its equipment in
public rights-of-way as may be required by the Town or Village by reason of
street construction and public safety. If requested by a private party holding
an appropriate permit issued by the Town or Village, Franchisee will
temporarily raise or lower its lines to enable the moving of any building or
structure if expenses related thereto are paid by the requesting party.
Franchisee will restore or commence to restore any damage to private property
resulting from the installation and operation of its cable television system
within thirty (30) days of notice from such property owner.

6
<PAGE> 7
10. Equal Employment

11. Additional Regulations

Orchard Park reserves the right to adopt such additional regulations
as it shall find necessary in the exercise of its police power, provided such
regulations are reasonable and not materially in conflict with the rights and
privileges granted in this Agreement.

12. Municipal Inspection

Orchard Park reserves the right to inspect all pertinent books,
records, maps, plans, financial statements, and other like materials of
Franchisee upon reasonable notice during normal business hours.

13. Responsible Municipal Officer

The Town Board and the Village Board shall be responsible for the
continuing administration of this Agreement.

14. Material Provisions and Severability

Should any provision of this Agreement be held invalid by any court or
regulatory agency of competent jurisdiction, the remaining provisions of this
Agreement shall remain in full force and effect.

15. Approval and Amendment of Provisions

(a) The terms and provisions of this Agreement are subject to the
approval of the New York State Commission on Cable Television.

7
<PAGE> 8
(b) Should the Federal Communications Commission or the New York
State Commission on Cable Television make such modifications of the provisions
of its rules and regulations that would require the amendment of this
Agreement, such amendment is hereby agreed upon and such necessary provisions
or changes are incorporated herein by reference. Necessary amendments will be
made within one year or upon the expiration of this Agreement, whichever occurs
first.

16. Franchise Fees and Reporting

Franchisee agrees to pay to Orchard Park for the rights and privileges
enjoyed hereunder, a sum equal to three percent (3%) of Franchisee's gross
annual receipts attributable to providing the services contemplated in this
Franchise Agreement. Such sum shall be paid in semiannual installments within
90 days of the end of each fiscal half year of Franchisee. In addition to the
above described franchise fee, Franchisee shall be responsible for all
applicable local, state, and federal property, sales, income, and franchise and
other taxes or assessments. Franchisee shall provide a financial statement to
Orchard Park annually, within 90 days of the close of its fiscal year. Such
financial reports will be prepared in accordance with generally accepted
accounting principals and shall be audited by a public accountant or certified
by a senior financial officer of Franchisee.

17. Future Technology Initiative

(a) The Franchisee and Orchard Park recognize that during the
period of this Agreement that technology changes in the Cable industry may make
new products and services available that may benefit Orchard Park and its
residents. Both parties agree to evaluate these products and services as they
become available. Nothing in this section will require either party to offer a
specific service or to purchase it if made available.

8
<PAGE> 9
The parties have duly executed this agreement as of the date first
written above.

TOWN OF ORCHARD PARK

By: /s/ DENNIS J. MILL
------------------------------------
Title: Supervisor
---------------------------------

VILLAGE OF ORCHARD PARK

By: /s/ PATRICIA A. SCLIMAN
------------------------------------
Title: Mayor
---------------------------------

CABLE TV FUND 11-B, LTD
By: Jones Intercable Inc.
its General Partner

By: /s/ RUTH E. WARREN
------------------------------------
Ruth E. Warren
Group Vice President/Operations

<PAGE> 1
$25,000,000

CREDIT AGREEMENT

DATED AS OF FEBRUARY 28, 1995

AMONG

CABLE TV FUND 11-B, LTD.

AS THE BORROWER

AND

VARIOUS FINANCIAL INSTITUTIONS

AS THE LENDERS,

AND

SHAWMUT BANK CONNECTICUT, N.A.,

AS AGENT FOR THE LENDERS

<PAGE> 2
CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of February 28, 1995, is made among
CABLE TV FUND 11-B, LTD., a Colorado limited Partnership (the "Borrower"), the
various financial institutions as are or may become parties hereto
(collectively, the "LENDERS"), and SHAWMUT BANK CONNECTICUT, N.A. ("SHAWMUT"),
as agent for the Lenders (in such capacity, the "AGENT").

W I T N E S S E T H:

WHEREAS, the Borrower is currently the obligor under that certain
$25,000,000 Loan Agreement, dated as of March 31, 1992 (as amended, restated or
otherwise modified prior hereto, the "EXISTING CREDIT AGREEMENT"), between the
Borrower and Shawmut.

WHEREAS, the Borrower desires to obtain Loans from the Lenders to:

(i) repay, in full, all of the loans outstanding
under the Existing Credit Agreement;

(ii) finance certain working capital requirements
of the Borrower; and

(iii) subject to Section 7.2.7 and the
Subordination Agreement, from time to time to repay advances
made by the General Partner to the Borrower; and

WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to extend such Loans to the Borrower.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. DEFINED TERMS. The following terms when used in
this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural
forms thereof):

"AFFILIATE" means, with respect to any Person, any other
Person which, directly or indirectly, controls, is controlled by or is
under common control with, such Person (excluding any trustee under,
or any committee with responsibility for administering, any Plan). A
Person shall be deemed to "control" another Person if such Person
possesses, directly or indirectly, the power
<PAGE> 3
(a) to vote 10% or more of the securities of such
other Person (on a fully diluted basis) having ordinary voting
power for the election of directors or managing general partners
or

(b) to direct or cause the direction of the
management and policies of such other Person whether by contract
or otherwise.

"AGENT" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor
Agent pursuant to Section 9.4.

"AGENT'S FEE LETTER" means that certain confidential fee
letter, dated of even date herewith, from Shawmut to the Borrower
relating to the payment of Agent fees in connection with this
Agreement.

"AGREEMENT" means, on any date, this Credit Agreement as
originally in effect on the Effective Date and as thereafter from time
to time amended, restated or otherwise modified and in effect on such
date.

"ALLOCATED OVERHEAD" means, for any period, the fees payable
(without regard to the Borrower's right to defer or limit actual
payment) to the General Partner to compensate the General Partner for
that portion of its general overhead and administrative expenses,
including all of its direct and indirect expenses, allocable to the
operation of the Borrower's business, including, but not limited to,
home office rent, supplies, telephone, travel and copying charges, and
salaries of full and part-time employees.

"ALTERNATE BASE RATE" means, on any date and with respect to
all Base Rate Loans, a fluctuating rate of interest per annum equal to
the higher of

(a) the rate of interest most recently established
by the Agent at its Domestic Office as its base rate for Dollar
loans and

(b) the Federal Funds Rate most recently determined
by the Agent plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the
lowest rate of interest determined by the Agent in connection with
extensions of credit. Changes in the rate of interest on that portion
of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Alternate Base Rate. The Agent
will give notice promptly to the Borrower and the Lenders of changes in
the Alternate Base Rate.

"ANNUALIZED CASH FLOW" means, at any time, Cash Flow for the
immediately preceding Fiscal Quarter times four.

-2-
<PAGE> 4
"APPLICABLE MARGIN" means, at any time during which the
Borrower's Leverage Ratio falls within the ranges set forth below, the
amounts set forth below opposite such ranges for each type of Loans:

<TABLE>
<CAPTION>
Applicable Margin LIBO
Leverage Ratio Base Rate Loans Rate Loans
-------------- --------------- ----------
<S> <C> <C>
4.00:1 or greater 0.50% 1.375%
3.00:1 or greater but less
than 4.00:1 0.25% 1.125%
less than 3.00:1 0.00% 1.00%
</TABLE>

"ASSIGNEE LENDERS" is defined in Section 10.11.1.

"AUTHORIZED OFFICER" means those officers of the General
Partner whose signatures and incumbency shall have been certified to
the Agent and the Lenders pursuant to Section 5.1.1.

"BASE RATE LOAN" means a Loan bearing interest at a
fluctuating rate determined by reference to the Alternate Base Rate.

"BASIC PENETRATION RATE" means, at any time, a percentage
derived from a fraction, the numerator of which is the number of Basic
Subscribers at such time, and the denominator of which is the number
of Homes Passed at such time.

"BASIC SUBSCRIBER RATE" means the minimum standard monthly
fees and charges for "basic service" (as such term is commonly
understood in the cable television industry) charged to customers of
the Cable Systems.

"BASIC SUBSCRIBERS" means, at any time, the total number of
subscribers subscribing to the Cable Systems (excluding "second
connections" as such term is commonly understood in the cable
television industry) who (i) pay the Basic Subscriber Rate for
service, and (ii) are not more than 60 days past due in payment. In
the case of commercial buildings, such as hotels or motels, or in the
case of multiple residential dwellings, such as apartment houses and
multifamily homes, which do not obtain reduced bulk service rates,
each separate guest unit or dwelling unit receiving such services
shall be counted as one subscriber. The number of subscribers in a
commercial building or in a multiple residential dwelling which
obtains a reduced bulk service rate shall be obtained by dividing (x)
the aggregate dollar amount of monthly subscribers' fees paid on
account of such commercial building or multiple residential dwelling
for basic service by (y) the Basic Subscriber Rate. Except for
(Discounts to senior citizens less than 20% of the otherwise

-3-
<PAGE> 5
applicable rate, residential households (other than in a multiple
residential dwelling) paying the Basic Subscriber Rate on a discounted
basis or under any form of deferred payment arrangement shall not be
included.

"BORROWER" is defined in the Preamble.

"BORROWING" means the Loans of the same type and, in the case
of LIBO Rate Loans, having the same Interest Period, made by all
Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.3.

"BORROWING REQUEST" means a loan request and certificate duly
executed by an Authorized Officer, substantially in the form of
Exhibit B hereto.

"BUSINESS DAY" means

(a) any day which is not a Saturday, a Sunday or
a day on which banks are authorized or required by law to be
closed in New York City, New York or Hartford, Connecticut;
and

(b) relative to the making, continuing, prepaying
or repaying of any LIBO Rate Loans, any day on which dealings
in Dollars are carried on in the London interbank market.

"CABLE FRANCHISES" is defined in Section 6.15.

"CABLE SCHEDULE" means the Cable Schedule attached hereto as
Schedule II, as it may be amended, supplemented or otherwise modified
from time to time by the Borrower with the written consent of the
Agent.

"CABLE SYSTEM" means the assets constituting a CATV or SMATV
system (including, without limitation, all related licenses,
franchises and permits issued under federal, state or local laws from
time to time, and all agreements with public utilities and microwave
transmission companies, pole attachment, use, access or rental
agreements, conduit occupancy rights, utility easements and all other
property owned or used in connection with the services provided
pursuant to, and all other interests of the holder thereof to receive
revenues from, or pursuant to, said licenses, franchises and permits)
listed on the Cable Schedule and all assets constituting such a system
hereafter acquired by the Borrower serving subscribers within a
geographical area covered by one or more Franchises from the same Head
End facility or by two or more related Head End facilities.

"CAPITAL EXPENDITURES" means, for any period, the sum of

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<PAGE> 6
(a) the aggregate amount of all expenditures of
the Borrower and its Subsidiaries for fixed or capital assets
made during such period which, in accordance with GAAP, would
be classified as capital expenditures; and

(b) the aggregate amount of all Capitalized Lease
Liabilities incurred during such period.

"CAPITALIZED LEASE LIABILITIES" means all monetary obligations
of the Borrower or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement
and each other Loan Document, the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP,
and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without
payment of a penalty.

"CASH EQUIVALENT INVESTMENT" means, at any time:

(a) any evidence of Indebtedness, maturing not
more than one year after such time, issued or guaranteed by
the United States Government;

(b) commercial paper, maturing not more than nine
months from the date of issue, which is issued by:

(i) a corporation (other than an
Affiliate of the Borrower) organized under the laws
of any state of the United States or of the District
of Columbia and whose long-term debt is rated at
least A-1 by Standard & Poor's Corporation or P-1 by
Moody's Investors Service, Inc.; or

(ii) any Lender (or its holding company);

(c) any certificate of deposit or bankers
acceptance maturing not more than one year after such time,
which is issued by either:

(i) a commercial banking institution
that is a member of the Federal Reserve System and
has combined capital, surplus and undivided profits
of not less than $1,000,000,000; or

(ii) any Lender; or

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<PAGE> 7
(d) any repurchase agreement entered into with
any Lender (or any other commercial banking institution of the
stature referred to in clause (c) (i)) which:

(i) is secured by a fully perfected
security interest in any obligation of the type
described in any of clauses (a) through (c); and

(ii) has a market value at the time such
repurchase agreement is entered into of not less than
100% of the repurchase obligation of such Lender (or
other commercial banking institution) thereunder.

"CASH FLOW" means, for any period, total consolidated
operating revenues of the Borrower for such period, less the sum of
(i) consolidated operating expenses of the Borrower for such period
and (ii) general and administrative expenses of the Borrower for such
period (excluding Management Fees and Allocated Overhead for such
period, if any, included in clauses (i) and (ii)).

"CATV" means community antenna television.

"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

"CHANGE IN CONTROL" means the occurrence of either or both of
the following:

(a) the failure of Jones Intercable to own, free
and clear of all Liens or other encumbrances, 100% of the
outstanding general partnership interests in the Borrower
other than the Liens described in Section 6.l(e) or similar
Liens which would be incurred in any refinancing of Jones
Intercable's debt; or

(b) the failure of Jones Intercable to be the
sole general partner of the Borrower; provided, however, that
if Jones Intercable ceases to be the sole general partner of
the Borrower but within ninety (90) days thereafter a
replacement general partner acceptable to the Required Lenders
in their sole discretion shall have been appointed, then no
Change in Control shall be deemed to have occurred.

"CLOSING DATE CERTIFICATE" means a certificate of the General
Partner, substantially in the form of Exhibit L hereto.

"CODE" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

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<PAGE> 8
"COMMITMENT" means, relative to any Lender, such Lender's
obligation to make Revolving Loans pursuant to Section 2.1.1.

"COMMITMENT AMOUNT" means an amount equal to $25,000,000, as
such amount may be reduced from time to time, pursuant to Section 2.2.

"COMMITMENT TERMINATION DATE" means the earliest of:

(a) the Conversion Date;

(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to Section 2.2;
and

Upon the occurrence of any event described in clause (b) or
(c), the Commitments shall terminate automatically and without any
further action.

"COMMITMENT TERMINATION EVENT" means:

(a) the occurrence of any Default described in
clauses (a) through (d) of Section 8.1.8 with respect to the
Borrower or any Subsidiary of the Borrower; or

(b) the occurrence and continuance of any other
Event of Default and either:

(i) the declaration of the Loans to be
due and payable pursuant to Section 8.3; or

(ii) in the absence of such declaration,
the giving of notice by the Agent, acting at the
direction of the Required Lenders, to the Borrower
that the Commitments have been terminated.

"COMMUNICATIONS ACT" means the Communications Act of 1934 and
the rules and regulations issued thereunder, as amended, reformed or
otherwise modified from time to time.

"COMPLIANCE CERTIFICATE" means a certificate duly executed by
an Authorized Officer, substantially in the form of Exhibit K hereto.

"CONTINGENT LIABILITY" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to
supply funds to,

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<PAGE> 9
or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) any indebtedness, obligation or other liability of any
other Person (other than by endorsements of instruments in the course
of collection), or guarantees the payment of dividends or other
distributions upon the securities or other equity interests of any
other Person. The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth
therein) be deemed to be the outstanding principal amount (or maximum
principal amount, if larger) of the debt, obligation or other
liability guaranteed thereby.

"CONTINUATION\CONVERSION NOTICE" means a notice and
certificate duly executed by an Authorized Officer, substantially in
the form of Exhibit C hereto.

"CONTROLLED GROUP" means all members of a controlled group of
corporations and all members of a controlled group of trades or
businesses (whether or not incorporated) under common control which,
together with the Borrower, are treated as a single employer under
Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

"CONVERSION DATE" means January 1, 1997.

"CONVERSION DATE AMOUNT" is defined in Section 3.1.

"DEBT SERVICE" means, for any period, the amount of principal
and Interest Expense, together with fees associated therewith of the
Borrower and its Subsidiaries in respect of Indebtedness paid or
scheduled to be paid during such period. For purposes of this
definition "principal" shall include the principal component of
payments for such period in respect of Capitalized Lease Liabilities.

"DEFAULT" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

"DISCLOSURE SCHEDULE" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or otherwise
modified from time to time by the Borrower with the written consent of
the Agent.

"DOLLAR" and the sign "$" mean lawful money of the United
States.

"DOMESTIC OFFICE" means, relative to any Lender, the office of
such Lender designated as such below its signature hereto or, if
applicable, designated in such Lender's Lender Assignment Agreement,
or such other office of a Lender (or any successor or assign of such
Lender) within the United States as may be designated from time to
time by notice from such

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<PAGE> 10
Lender, as the case may be, to the Borrower and the Agent. A Lender
may have separate Domestic Offices for purposes of making, maintaining
or continuing, as the case may be, Base Rate Loans.

"EFFECTIVE DATE" means the date this Agreement becomes
effective pursuant to Section 10.8.

"ENVIRONMENTAL LAWS" is defined in Section 6.12.

"ERISA" means the Employee Retirement Income Security Act of
1974, and the rules and regulations issued thereunder, as amended,
reformed or otherwise modified from time to time. References to
sections of ERISA also refer to any successor sections.

"EVENT OF DEFAULT" is defined in Section 8.l.

"EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to (a) Cash Flow for such period less (b) cash
payments for all taxes paid by the Borrower during such period, less
(c) Capital Expenditures made during such period, less (d) scheduled
payments of principal of Indebtedness during such period, less (e) all
Interest Expense paid during such period, less (f) any General Partner
Advances repaid by the Borrower in cash during such period and which
are permitted under the terms of this Agreement and the other Loan
Documents..

"EXISTING CREDIT AGREEMENT" is defined in the first recital.

"FCC" means the Federal Communications Commission or any
successor agency thereto performing functions similar to those
performed by the Federal Communications Commission on the date hereof.

"FCC LICENSE" means any license or permit issued by the FCC,
including, without limitation, licenses issued in connection with the
operation of CATV or SMATV systems, community antenna relay systems,
microwave systems, earth stations and business and other two-way
radios.

"FEDERAL FUNDS RATE" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to:

(a) the weighted average of the rates on
overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day,
for the immediately preceding Business Day) by the Federal
Reserve Bank of New York; or

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<PAGE> 11
(b) if such rate is not so published for any day
which is a Business Day, the average of the quotations for
such day on such transactions received by the Agent from three
federal funds brokers of recognized standing selected by it.

"FEE LETTER" means that certain fee letter, dated of even date
herewith from Shawmut to the Borrower relating to the payment of
facility fees in connection with this Agreement.

"FISCAL QUARTER" means any quarter of a Fiscal Year.

"FISCAL YEAR" means any period of twelve consecutive calendar
months ending on December 31; references to a Fiscal Year with a
number corresponding to any calendar year (e.g., the "1994 Fiscal
Year") refer to the Fiscal Year ending on the December 31 occurring
during such calendar year.

"FIXED CHARGE COVERAGE RATIO" means, at any time of
determination, the ratio, computed on a consolidated basis of:

(a) the sum of:

(i) cash on the consolidated balance
sheet of the Borrower at the beginning of the
immediately preceding Fiscal Quarter; plus

(ii) Annualized Cash Flow; to

(b) the sum for the twelve calendar month period
ending on the last day of the immediately preceding Fiscal
Quarter of:

(i) Interest Expense; plus

(ii) all scheduled payments of principal
of Indebtedness of the Borrower and its Subsidiaries
whether or not paid; plus

(iii) Capital Expenditures; plus

(iv) all state, local and federal income
taxes paid or payable in cash.

"FRANCHISE" means any franchise, permit, license or other
authorization granted by any Official Body, including all laws,
regulations and ordinances relating thereto, for the construction,
operation and maintenance of a CATV or SMATV system and the reception
and transmission of signals by microwave, and shall include, without

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<PAGE> 12
limitation, all FCC Licenses and all certificates of compliance and
cable television registration statements which are required to be
issued by or filed with the FCC.

"FRANCHISE AGREEMENT" means any ordinance, agreement, contract
or other document stating the terms and conditions of any Franchise,
including, without limitation, all exhibits and schedules thereto, all
amendments thereof and consents, waivers and extensions issued
thereunder, any documents incorporated therein by reference and the
application from which such Franchise was granted.

"F.R.S. BOARD" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"GAAP" is defined in Section 1.4.

"GENERAL PARTNER" means Jones Intercable until such time as
Jones Intercable is replaced in accordance with the terms of this
Agreement by another Person as the general partner of the Borrower, at
which time, "General Partner" shall mean such other Person. Whenever
the term "General Partner" is used herein, such term shall mean any
such Person in its capacity as the general partner of the Borrower.

"GENERAL PARTNER ADVANCES" means (i) all amounts representing
deferred Management Fees and deferred Allocated Overhead, (ii) all
amounts representing the Borrower's obligation to repay cash advances
or loans made to the Borrower or any of its Subsidiaries by the
General Partner or any previous general partner of the Borrower
actually used and accounted for by the Borrower for the purpose of
paying the Borrower's Indebtedness, Capital Expenditures or other
obligations, (iii) reimbursements to the General Partner for
documented expenses incurred by the General Partner for the account of
the Borrower on a month-to-month basis in the ordinary course of
Borrower's business and consistent with past practices (and not for
borrowed money), and (iv) any interest accrued on any of the foregoing
amounts.

"HAZARDOUS MATERIALS" is defined in Section 6.12(b).

"HEAD END" means the antenna site, the tower and the antenna,
the microwave communications equipment, the earth station and the head
end facilities, equipment, leaseholds or other real estate and
leasehold improvements relating thereto.

"HEDGING OBLIGATIONS" means, with respect to any Person, all
liabilities of such Person under interest rate swap, interest rate
cap, and interest rate collar agreements, and all other agreements or
arrangements

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<PAGE> 13
designed to protect such Person against fluctuations in interest rates
or currency exchange rates.

"HEREIN", "HEREOF', "HERETO", "HEREUNDER" and similar terms
contained in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this
Agreement or such other Loan Document.

"HOMES PASSED" means the actual number of residential
dwellings which can be connected to a Cable System by a single drop
line from existing trunk and distribution lines, which lines are
energized and capable of carrying cable television signals to
subscribers and are connected to an existing Head End facility. In the
case of commercial buildings, such as hotels or motels, or in the case
of multiple residential dwellings, such as apartment houses and
multifamily homes, which do not and are not reasonably anticipated to
obtain a reduced bulk service rate, each separate guest unit or
dwelling unit shall be counted as one residential dwelling. The number
of dwelling units in a commercial building or in a multiple
residential building which does or is reasonably anticipated to obtain
a reduced bulk service rate shall be obtained by dividing (a) the
aggregate dollar amount of monthly subscriber fees obtained or
reasonably anticipated to be obtained on account of such commercial
building or multiple residential building for basic service by (b) the
applicable Basic Subscriber Rate. Except for discounts to senior
citizens less than 20% of the otherwise applicable rate, residential
households (other than a multiple residential dwelling) paying for or
reasonably expected to be paying for services on a discounted basis or
under any form of deferred payment arrangement shall not be included.

"IMPERMISSIBLE QUALIFICATION" means, relative to the opinion
or certification of any independent public accountant as to any
financial statement of the Borrower, any qualification or exception to
such opinion or certification:

(a) which is of a "going concern" or similar
nature;

(b) which relates to the limited scope of
examination of matters relevant to such financial statement;
or

(c) which relates to the treatment or
classification of any item in such financial statement and
which, as a condition to its removal, would require an
adjustment to such item the effect of which would be to cause
the Borrower to be in default of any of its obligations under
Section 7.2.4.

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<PAGE> 14
"INCLUDING" means including without limiting the generality of
any description preceding such term, and, for purposes of this
Agreement and each other Loan Document, the parties hereto agree that
the rule of ejusdem generis shall not be applicable to limit a general
statement, which is followed by or referable to an enumeration of
specific matters, to matters similar to the matters specifically
mentioned.

"INDEBTEDNESS" of any Person means, without duplication:

(a) all obligations of such Person for borrowed
money and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise,
relative to the face amount of all letters of credit, whether
or not drawn, and banker's acceptances issued for the account
of such Person;

(c) all obligations of such Person as lessee
under leases which have been or should be, in accordance with
GAAP, recorded as Capitalized Lease Liabilities;

(d) all Contingent Liabilities of such Person;

(e) net liabilities of such Person under all
Hedging Obligations;

(f) whether or not so included as liabilities in
accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property or services, and
indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or
other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse; and

(g) all other items which, in accordance with
GAAP, would be included as liabilities on the liability side
of the balance sheet of such Person (including any footnotes
thereto) as of the date at which Indebtedness is to be
determined.

"INDEMNIFIED LIABILITIES" is defined in Section 10.4.

"INDEMNIFIED PARTIES" is defined in Section 10.4.

"INTEREST COVERAGE RATIO" means, at any time of determination,
the ratio, computed on a consolidated basis, of:

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<PAGE> 15
(a) Cash Flow for the immediately preceding
Fiscal Quarter; to

(b) Interest Expense for such Fiscal Quarter.

"INTEREST EXPENSE" means, for any period, the interest expense
of the Borrower for such period, including, (whether or not includable
under GAAP) all net amounts payable with respect to Hedging
Obligations, commitment fees owed with respect to the Commitments and
the portion of any Capitalized Lease Liabilities of the Borrower
allocable to interest expense, in each case paid or payable during
such period, but excluding interest due on General Partner Advances.

"INTEREST PERIOD" means, relative to any LIBO Rate Loan, the
period beginning on (and including) the date on which such LIBO Rate
Loan is made or continued as, or converted into, a LIBO Rate Loan
pursuant to Section 2.3 or 2.4 and ending on (but excluding) the day
which numerically corresponds to such date one, two, three, six or, if
the Agent determines that a twelve month rate is available, twelve
months thereafter (or, if such month has no numerically corresponding
day, on the last Business Day of such month), in each case as the
Borrower may select in its relevant notice pursuant to Section 2.3 or
2.4; provided, however, that:

(a) the Borrower shall not be permitted to select
Interest Periods to be in effect at any one time which have
expiration dates occurring on more than six different dates;

(b) Interest Periods commencing on the same date
for Loans comprising part of the same Borrowing shall be of
the same duration;

(c) if any Interest Period would otherwise end on
a day which is not a Business Day, such Interest Period shall
end on the next following Business Day unless such next
following Business Day is the first Business Day of a calendar
month, in which case such Interest Period shall end on the
Business Day immediately preceding such numerically
corresponding day; and

(d) no Interest Period may end later than the
Stated Maturity Date.

"INVESTMENT" means relative to any Person:

(a) any loan or advance made by such Person to
any other Person (excluding (i) commission, travel and similar
advances to officers and employees made in the ordinary course
of business and

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<PAGE> 16
(ii) trade credit made available to or loans or advances made
to subcontractors or suppliers on customary terms and in the
ordinary course of the Borrower's business);

(b) any Contingent Liability of such Person; and

The amount of any Investment shall be the original principal
or capital amount thereof less all returns of principal or equity thereon (and
without adjustment by reason of the financial condition of such other Person)
and shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to
the fair market value of such property.

"JONES INTERCABLE" means Jones Intercable, Inc., a Colorado
corporation.

"LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment
Agreement substantially in the form of Exhibit D hereto.

"LENDERS" is defined in the preamble.

"LEVERAGE RATIO" means, at any time of determination, the
ratio, computed on a consolidated basis, of:

(a) Total Debt at such time; to

(b) Annualized Cash Flow.

"LIBO RATE" is defined in Section 3.3.l.

"LIBO RATE LOAN" means a Loan bearing interest at all times
during an Interest Period applicable to such Loan, at a rate of
interest determined by reference to the LIBO Rate (Reserve Adjusted).

"LIBO RATE (RESERVE ADJUSTED)" is defined in Section 3.3.l.

"LIBOR OFFICE" means, relative to any Lender, the office of
such Lender designated as such below its signature hereto or, if
applicable, designated in such Lender's Lender Assignment Agreement or
such other office of a Lender (or any successor or assign of such
Lender) as designated from time to time by notice from such Lender to
the Borrower and the Agent, whether or not outside the United States,
which shall be making or maintaining LIBO Rate Loans of such Lender
hereunder.

"LIBOR RESERVE PERCENTAGE" is defined in Section 3.3.l.

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<PAGE> 17
"LIEN" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property to
secure payment of a debt or performance of an obligation or other
priority or preferential arrangement of any kind or nature whatsoever.

"LOAN" means, as the context may require, either a Revolving
Loan or a Term Loan of any type.

"LOAN DOCUMENT" means this Agreement, the Notes, the Security
Agreement, the Subordination Agreement, the Fee Letter, each agreement
evidencing Hedging Obligations of the Borrower, and each other
agreement, document or instrument delivered in connection herewith or
therewith.

"MANAGEMENT FEES" means, for any period, the management fees
payable by the Borrower to the General Partner during such period for
management services provided to the Borrower pursuant to the
Partnership Agreement.

"MATERIAL ACQUISITION" means a purchase by the Borrower of all
or substantially all of the assets constituting a CATV and SMATV
system or all or substantially all of the assets of another Person, or
the acquisition by the Borrower of another Person through merger, if,
in any case, the total consideration to be paid by the Borrower in
respect thereof (x) exceeds $500,000, or (y) when added together with
the total consideration paid by the Borrower in respect of all other
similar transactions during the term of this Agreement, exceeds
$2,000,000 in the aggregate.

"MATERIAL AGREEMENT" is defined in Section 8.1.12.

"NON-EXCLUDED TAXES" is defined in Section 4.6.

"NOTE" means a promissory note of the Borrower payable to the
order of any Lender, in the form of Exhibit A hereto (as such
promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing (i) prior to the Conversion Date, the
aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Revolving Loans, and (ii) on and after the Conversion
Date, the principal amount of such Lender's Term Loan, and also means
all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

"OBLIGATIONS" means all obligations (monetary or otherwise) of
the Borrower arising under or in connection with this Agreement, the
Notes and each other Loan Document.

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<PAGE> 18
"OFFICIAL BODY" means any Federal, state or local government
or political subdivision or any agency, authority, bureau, central
bank commission, department or instrumentality of either, or any
court, tribunal, grand jury or arbitrator, in each case whether
foreign or domestic.

"ORGANIC DOCUMENT" means, relative to any Person, as
applicable, its certificate of incorporation and its by-laws or its
certificate of partnership and partnership agreement, and all
shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock or
partnership interests, as the case may be.

"PARTICIPANT" is defined in Section 10.11.2.

"PARTNERSHIP AGREEMENT" means the Limited Partnership
Agreement of the Borrower, dated as of June 17, 1983 (as the same may
be amended, restated or otherwise modified from time to time).

"PAY TO BASIC RATIO" means, at any time, a percentage derived
from a fraction, the numerator of which is the number of Pay Units at
such time, and the denominator of which is the number of Basic
Subscribers at such time.

"PAY UNIT" means a cable programming service subscribed to by
any subscriber of a Cable System at an additional charge in excess of
the amount paid by any such subscriber for basic or expanded basic
service, which subscription is not more than 60 days past due. The
number of Pay Units in the case of subscribers receiving a reduced
bulk pay programming service rate shall be determined by dividing (x)
the aggregate dollar amount of monthly subscribers' fees paid on
account of such services by (y) the standard rate for the pay
programming services received.

"PENSION PLAN" means a "PENSION PLAN", as such term is defined
in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other
than a multi-employer plan as defined in Section 4001(a)(3) of
ERISA), and to which the Borrower or any corporation, trade or
business that is, along with the Borrower, a member of a Controlled
Group, may have liability, including any liability by reason of having
been a substantial employer within the meaning of Section 4063 of
ERISA at any time during the preceding five years, or by reason of
being deemed to be a contributing sponsor under Section 4069 of ERISA.

"PERCENTAGE" means, relative to any Lender, the percentage set
forth opposite its signature hereto or, if applicable, set forth in
such Lender's Lender Assignment Agreement, as such percentage may be

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<PAGE> 19
adjusted from time to time pursuant to Lender Assignment Agreement(s)
executed by such Lender and its Assignee Lender(s) and delivered
pursuant to Section 10.11.1.

"PERSON" means any natural person, corporation, partnership,
firm, association, trust, government, governmental agency or any other
entity, whether acting in an individual, fiduciary or other capacity.

"PLAN" means any Pension Plan or Welfare Plan.

"POLE AGREEMENT" means any conduit occupancy rights, pole
agreement, pole rental, pole use, access or similar agreement with any
telephone company, public authority, public utility or other entity
pursuant to which the coaxial, fiber optic or other type of sale and
local distribution units of a cable television system are extended.

"PRO FORMA DEBT SERVICE" means, as of any date of
determination, Debt Service for the next succeeding complete four
Fiscal-Quarter period following such date, after giving effect to any
then existing Hedging Obligations. For purposes of this definition,
where interest payments of Indebtedness for such four quarter period
are not fixed (pursuant to the terms of such Indebtedness or by way of
Hedging Obligations), interest shall be calculated on such
Indebtedness for the portion of such period for which interest
payments are not so fixed at the rate of interest on a LIBO Rate Loan
having an Interest Period of three (3) months, plus the Applicable
Margin, in effect on the date of determination.

"PRO FORMA DEBT SERVICE RATIO" means, at any date of
determination, the ratio, computed on a consolidated basis of:

(a) Annualized Cash Flow; to

(b) Pro Forma Debt Service.

"QUARTERLY PAYMENT DATE" means the last day of each March,
June, September, and December or, if any such day is not a Business
Day, the next succeeding Business Day.

"RELEASE" means a "RELEASE", as such term is defined in
CERCLA.

"REQUIRED LENDERS" means, at any time, Lenders holding at
least 66 and 2/3% of the then aggregate outstanding principal amount
of the Notes then held by the Lenders, or, if no such principal amount
is then outstanding, Lenders having at least 66 and 2/3% of the
Commitments.

"RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., and
the

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<PAGE> 20
rules and regulations issued thereunder, as amended, reformed or
otherwise modified from time to time.

"REVOLVING LOAN" is defined in Section 2.1.1.

"SECURITY AGREEMENT" means the Security Agreement executed and
delivered pursuant to Section 5.1.4, substantially in the form of
Exhibit E hereto (as the same may be amended, restated or otherwise
modified from time to time).

"SHAWMUT" is defined in the Preamble.

"SMATV" means satellite master antenna television.

"STATED MATURITY DATE" means December 31, 2002.

"SUBORDINATION AGREEMENT" means the Subordination Agreement
executed and delivered pursuant to Section 5.1.5, substantially in the
form of Exhibit F hereto (as the same may be amended, restated or
otherwise modified from time to time.

"SUBSIDIARY" means any corporation, association, trust, or
other business entity of which the designated parent shall at any time
own directly or indirectly through a Subsidiary or Subsidiaries at
least a majority (by number of votes) of the outstanding Voting Stock.

"TAXES" is defined in Section 4.6.

"TAX TRANSFEREE" is defined in Section 4.6.

"TERM LOAN" is defined in Section 3.l.

"TOTAL DEBT" means all Indebtedness of the Borrower other than
Indebtedness of the type described in clauses (e) and (h) of Section
7.2.2.

"TYPE" means, relative to any Loan, the portion thereof, if
any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

"UNITED STATES" or "U.S." means the United States of America,
its fifty states and the District of Columbia.

"VOTING STOCK" means stock or similar interests, of any class
or classes (however designated), the holders of which are at the time
entitled, as such holders, to vote for the election of a majority of
the directors (or persons performing similar functions) of the
corporation, association, trust or other business entity involved,
whether or not the right so to vote exists by reason of the happening
of a contingency.

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<PAGE> 21
"WELFARE PLAN" means a "WELFARE PLAN", as such term is defined
in Section 3(l) of ERISA.

SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or
the context otherwise requires, terms for which meanings are provided
in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each Note, Borrowing Request, Continuation/Conversion
Notice, Loan Document, notice and other communication delivered from
time to time in connection with this Agreement or any other Loan
Document.

SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified,
references in this Agreement and in each other Loan Document to any
Article or Section are references to such Article or Section of this
Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition
to any clause are references to such clause of such Article, Section
or definition.

SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless
otherwise specified, all accounting terms used herein or in any other
Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under Section 7.2.4)
shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those
generally accepted accounting principles in the United States ("GAAP")
applied in the preparation of the financial statements referred to in
Section 6.5.

ARTICLE 2.
COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1. COMMITMENTS. On the terms and subject to the
conditions of this Agreement, each Lender severally agrees to make
Loans pursuant to the Commitment described in this Section 2.l.

SECTION 2.1.1. REVOLVING LOAN COMMITMENT. From time
to time on any Business Day occurring prior to the Commitment
Termination Date, each Lender will make loans (relative to
such Lender, its "REVOLVING LOANS") to the Borrower equal to
such Lender's Percentage of the aggregate amount of the
Borrowing of Revolving Loans requested by the Borrower to be
made on such day. The Commitment of each Lender described in
this Section 2.1.1 is herein referred to as its "COMMITMENT."
On the terms and subject to the conditions hereof, the
Borrower may, from time to time, prior to the Commitment
Termination Date borrow, repay and reborrow the Revolving
Loans.

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<PAGE> 22
SECTION 2.1.2. LENDERS NOT PERMITTED OR REQUIRED TO
MAKE REVOLVING LOANS. No Lender shall be permitted or required
to make any Revolving Loan if, after giving effect thereto,
the aggregate outstanding principal amount of all Revolving
Loans:

(i) of all the Lenders would exceed
the Commitment Amount; or

(ii) of such Lender would exceed
such Lender's Percentage of the Commitment
Amount.

SECTION 2.2. REDUCTION OF COMMITMENT AMOUNT. The Borrower may,
from time to time, on any Business Day occurring after the Effective
Date, voluntarily reduce the Commitment Amount; provided, however,
that all such reductions shall require at least three Business Days'
prior notice to the Agent and shall be permanent, and any partial
reduction of the Commitment Amount shall be in a minimum amount of
$500,000 and in an integral multiple of $100,000. If after giving
effect to any such reduction of the Commitment Amount, the sum of the
Loans then outstanding are in excess of the reduced Commitment Amount,
the Borrower shall immediately prepay to the Agent, in accordance with
Section 3.1, the amount necessary for the sum of the Loans then
outstanding to be equal to or less than the reduced Commitment Amount.

SECTION 2.3. BORROWING PROCEDURE. By delivering a Borrowing
Request to the Agent on or before 12:00 noon, Hartford, Connecticut
time, on a Business Day, the Borrower may from time to time
irrevocably request, in the case of LIBO Rate Loans, on not less than
three nor more than five Business Days' notice, or, in the case of
Base Rate Loans, on not less than one nor more than five Business
Days' notice, that a Borrowing be made in a minimum amount of $500,000
and an integral multiple of $100,000, or in the unused amount of the
then applicable Commitment Amount. Upon receipt of a Borrowing
Request, the Agent shall promptly notify the other Lenders on the same
day of the Borrowing requested thereby. On the terms and subject to
the conditions of this Agreement, each Borrowing shall be comprised of
the type of Loans, and shall be made on the Business Day, specified in
such Borrowing Request. On or before 2:00 p.m., Hartford, Connecticut
time, on such Business Day, each Lender shall deposit with the Agent
same day funds in an amount equal to such Lender's Percentage of the
requested Borrowing. Such deposit will be made to an account which the
Agent shall specify from time to time by notice to the Lenders. To the
extent funds are received from the Lenders, the Agent shall make such
funds available to the Borrower by wire transfer to the accounts the
Borrower shall have specified in its Borrowing Request. No Lender's
obligation to

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<PAGE> 23
make any Loan shall be affected by any other Lender's failure to make
any Loan.

SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS. By
delivering a Continuation/Conversion Notice to the Agent on or before
12:00 noon, Hartford, Connecticut time, on a Business Day, the
Borrower may from time to time irrevocably elect, on not less than
three nor more than five Business Days' notice, that all, or any
portion in an aggregate minimum amount of $500,000 and an integral
multiple of $100,000, of any Loans be, in the case of Base Rate Loans,
converted into LIBO Rate Loans or in the case of LIBO Rate Loans, be
converted into a Base Rate Loan or continued as a LIBO Rate Loan (in
the absence of delivery of a Continuation/Conversion Notice with
respect to any LIBO Rate Loan at least three Business Days before the
last day of the then current Interest Period with respect thereto,
such LIBO Rate Loan shall, on such last day, automatically convert
into a Base Rate Loan); provided, however, that (x) each such
conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders, and (y) no portion of the
outstanding principal amount of any Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is
continuing. Upon receipt of a Continuation/Conversion Notice, the
Agent shall promptly notify the other Lenders on the same day of the
continuation or conversion requested thereby. Notwithstanding the
foregoing, in the case of the conversion of a LIBO Rate Loan into a
Base Rate Loan, the Borrower may make such election on not less than
one nor more than five Business Days' notice.

SECTION 2.5. FUNDING. Each Lender may, if it so elects,
fulfill its obligation to make, continue or convert LIBO Rate Loans
hereunder by causing one of its foreign branches or Affiliates (or an
international banking facility created by such Lender) to make or
maintain such LIBO Rate Loan; provided, however, that such LIBO Rate
Loan shall nonetheless be deemed to have been made and to be held by
such Lender, and the obligation of the Borrower to repay such LIBO
Rate Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility. In
addition, the Borrower hereby consents and agrees that, for purposes
of any determination to be made under Section 4.1, 4.2, 4.3 or 4.4, it
shall be conclusively assumed that each Lender elected to fund all
LIBO Rate Loans by purchasing, as the case may be, Dollar certificates
of deposit in the U.S. or Dollar deposits in its LIBOR Office's
interbank eurodollar market.

SECTION 2.6. NOTES. Each Lender's Loans shall be evidenced by
a Note payable to the order of such Lender in a maximum principal
amount equal to such Lender's Percentage of the original applicable
Commitment Amount. The Borrower hereby irrevocably authorizes each

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<PAGE> 24
Lender to make (or cause to be made) appropriate notations on the grid
attached to such Lender's Note (or on any continuation of such grid),
which notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest Period
applicable to, the Loans evidenced thereby. Such notations shall be
conclusive and binding on the Borrower absent manifest error;
provided, however, that the failure of any Lender to make any such
notations shall not limit or otherwise affect any Obligations of the
Borrower.

ARTICLE 3.
CONVERSION, REPAYMENTS, PREPAYMENTS,
INTEREST AND FEES

SECTION 3.1. CONVERSION, REPAYMENTS AND PREPAYMENTS. On the
Conversion Date, the aggregate outstanding principal amount of each
Lender's Revolving Loans (with respect to each Lender, the "CONVERSION
DATE AMOUNT") shall automatically convert into a term loan (with
respect to each Lender, its "TERM LOAN"). Thereafter, the Borrower
shall repay the outstanding principal amount of each Lender's Term
Loan in successive quarterly installments on each Quarterly Payment
Date beginning with March 31, 1997 and ending on the Stated Maturity
Date. The amount of each installment in each calendar year shall be
equal, and the aggregate principal amount of all installments made in
each calendar year shall be equal to an amount that, when subtracted
from the Conversion Date Amount of each Lender's Term Loan, shall
result in the Conversion Date Amount at the end of such calendar year
being reduced by a percentage at least equal to the percentage set
forth below opposite such year:

<TABLE>
<CAPTION>
PERCENTAGE (%) OF CONVERSION DATE AMOUNT
CALENDAR YEAR TO BE REPAID AT END OF CALENDAR YEAR
------------- ------------------------------------
<S> <C>
1997 12.00%
1998 15.00%
1999 16.00%
2000 18.00%
2001 19.00%
2002 20.00%
</TABLE>

The remaining unpaid principal amount of all Term Loans shall
be repaid by the Borrower on the Stated Maturity Date.

Prior to the Stated Maturity Date, the Borrower:

(a) may, from time to time on any Business Day,
make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Term Loans; provided,
however, that:

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<PAGE> 25
(i) any such prepayment shall be made
pro rata among Loans of the same type and, if
applicable, having the same Interest Period of all
Lenders;

(ii) no such prepayment of any LIBO Rate
Loan may be made on any day other than the last day
of the Interest Period for such Loan unless the
Borrower shall have paid directly to any Lender any
amounts required under Section 4.4;

(iii) all such voluntary prepayments shall
require at least three but no more than five Business
Days' prior notice to the Agent in the case of LIBO
Rate Loans, and at least one but no more than five
Business Days' prior notice to the Agent in the case
of Base Rate Loans; and

(iv) all such voluntary partial
prepayments shall be in an aggregate minimum amount
of $500,000 and an integral multiple of $100,000;

(b) shall, on each date when any reduction in the
Commitment Amount shall become effective, including pursuant
to Section 2.2, make a mandatory prepayment of all Revolving
Loans equal to the excess, if any, of the aggregate
outstanding principal amount of all Revolving Loans over the
Commitment Amount as so reduced; and

(c) shall, immediately upon any acceleration of
any Loans pursuant to Section 8.2 or Section 8.3, repay all
Loans, unless, pursuant to Section 8.3, only a portion of all
Loans is so accelerated.

Each voluntary prepayment of Term Loans made pursuant to clause (a)
shall be applied, to the extent of such prepayment, in the inverse
order of the scheduled repayments of Term Loans set forth in this
Section 3.1. Each prepayment of any Term Loans made pursuant to this
Section shall be (i) without premium or penalty and (ii) made together
with any amounts required to be paid under Section 4.4. No voluntary
prepayment of principal of any Revolving Loans shall cause a reduction
in the Commitment Amount.

SECTION 3.2. EXCESS CASH FLOW RECAPTURE. In addition to any
and all scheduled repayments of the Term Loans as set forth in Section
3.1 above, the Borrower shall, within one hundred twenty (120) days
after the end of each Fiscal Year of the Borrower, commencing with the
end of the 1996 Fiscal Year, pay to the Agent an amount equal to
seventy-five percent (75%) of Excess Cash Flow of the Borrower for the
immediately preceding Fiscal Year. Such prepayments of Excess Cash

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<PAGE> 26
Flow shall be applied to the payment of installments of the
outstanding principal amount of each Lender's Term Loans (including,
without limitation, the installment due and payable on the Stated
Maturity Date) due and payable hereunder in inverse order of maturity.

SECTION 3.3. INTEREST PROVISIONS. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance
with this Section 3.3.

SECTION 3.3.1. RATES. Pursuant to an appropriately
completed and delivered Borrowing Request or
Continuation/Conversion Notice, the Borrower may elect that
Loans comprising a Borrowing accrue interest at a rate per
annum:

(a) on that portion maintained from time
to time as a Base Rate Loan, equal to the sum of the
Alternate Base Rate from time to time in effect plus
the Applicable Margin; and

(b) on that portion maintained as a LIBO
Rate Loan, during each Interest Period applicable
thereto, equal to the sum of the LIBO Rate (Reserve
Adjusted) for such Interest Period plus the
Applicable Margin.

The Applicable Margin for each type of Loan shall change
automatically on the date a Compliance Certificate is delivered in
accordance with Section 7.1.1 (b) and (c) indicating a change in the
then existing Leverage Ratio mandating a change in such margins;
provided, however, that if such Compliance Certificate is not
delivered within the time required by such Section, such change in
such margins shall, upon ultimate delivery of such Compliance
Certificate, be deemed nevertheless to have been effective on and as
of the date on which such Compliance Certificate was required to be
delivered pursuant to such Section.

The "LIBO RATE (RESERVE ADJUSTED)" means, relative to any Loan
to be made, continued or maintained as, or converted into, a LIBO Rate
Loan for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) determined pursuant to the
following formula:

<TABLE>
<S> <C> <C>
LIBOR = LIBO Rate
---------
(Reserve Adjusted) 1.00 - LIBOR Reserve Percentage
</TABLE>

The LIBO Rate (Reserve Adjusted) for any Interest Period for
LIBO Rate Loans will be determined by the Agent on the basis of the
LIBOR Reserve Percentage in effect on, and the applicable rates
furnished to and

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<PAGE> 27
received by the Agent from Shawmut, two Business Days before the first
day of such Interest Period.

"LIBO RATE" means, relative to any Interest Period for LIBO
Rate Loans, the rate of interest equal to the average (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the rates per
annum at which Dollar deposits in immediately available funds are
offered to Shawmut's LIBOR Office in the London interbank market as at
or about 11:00 a.m. London time two Business Days prior to the
beginning of such Interest Period for delivery on the first day of
such Interest Period, and in an amount approximately equal to the
amount of Shawmut's LIBO Rate Loan and for a period approximately
equal to such Interest Period.

"LIBOR RESERVE PERCENTAGE" means for any day the reserve
percentage (expressed as a decimal) equal to the maximum aggregate
reserve requirements (including all basic, emergency, supplemental,
marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S.
Board and then applicable to assets or liabilities consisting of and
including "EUROCURRENCY LIABILITIES", as currently defined in
Regulation D of the F.R.S. Board, having a term approximately equal or
comparable to such Interest Period.

All LIBO Rate Loans shall bear interest from and including the
first day of the applicable Interest Period to (but not including) the
last day of such Interest Period by reference to the interest rate
determined as applicable to such LIBO Rate Loans.

SECTION 3.3.2.. POST-MATURITY RATES. After the date
any principal amount of any Loan is due and payable (whether
on the Stated Maturity Date, in connection with any mandatory
reduction of the Commitment Amount or mandatory prepayment
hereunder, upon acceleration or otherwise), or after any other
monetary Obligation of the Borrower shall have become due and
payable, the Borrower shall pay, but only to the extent not
prohibited by applicable law, interest (after as well as
before judgment) on such amounts at a rate per annum equal to
the Alternate Base Rate plus 2.0%.

SECTION 3.3.3. PAYMENT DATES. Interest accrued on each
Loan shall be payable without duplication:

(a) on the Conversion Date with respect
to Revolving Loans, and on the Stated Maturity Date
with respect to Term Loans;

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<PAGE> 28
(b) on the date of any optional or
required payment or prepayment, in whole or in part,
of principal outstanding on such Loan;

(d) with respect to any LIBO Rate Loans,
on the last day of each applicable Interest Period
(and, if such Interest Period shall exceed 3 months,
on the last calendar day of the 3rd month of such
Interest Period and the last calendar day of each
subsequent 3rd month of such Interest Period
thereafter);

(e) with respect to any Base Rate Loans
converted into LIBO Rate Loans on a day when interest
would not otherwise have been payable pursuant to
clause (c), on the date of such conversion; and

(f) on that portion of any Loans which
is accelerated pursuant to Section 8.2 or Section 8.3
immediately upon such acceleration.

Interest accrued on Loans or other monetary
Obligations arising under this Agreement or any other Loan
Document after the date such amount is due and payable
(whether on the Stated Maturity Date, in connection with any
mandatory reduction of the Commitment Amount or mandatory
prepayment hereunder, upon acceleration or otherwise) shall be
payable upon demand.

SECTION 3.4. FEES. The Borrower agrees to pay the fees set
forth in this Section 3.4. All such fees shall be nonrefundable.

SECTION 3.4.1. COMMITMENT FEE. The Borrower agrees to
pay to the Agent for the account of each Lender, for the
period (including any portion thereof when any of such
Lender's Commitments are suspended by reason of the Borrower's
inability to satisfy any condition of Article V) commencing on
the Effective Date and continuing through the Commitment
Termination Date, a commitment fee at the rate of 3/8 of 1%
per annum on such Lender's Percentage of the sum of the
average daily unused portion of the Commitment Amount. Such
commitment fee shall be payable by the Borrower in arrears on
each Quarterly Payment Date, commencing with the first such
day following the Effective Date, and on the Commitment
Termination Date.

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<PAGE> 29
SECTION 3.4.2. AGENT'S FEE. The Borrower agrees to
timely pay to the Agent, for the Agent's own account, the fees
provided for in the Agent's Fee Letter.

SECTION 3.4.3. FACILITY FEE. The Borrower agrees to
pay to the Agent on the Effective Date, for the accounts of
the Lenders and in accordance with each Lender's Commitment, a
nonrefundable facility fee as set forth in the Fee Letter.

ARTICLE 4.
CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1. LIBO RATE LENDING UNLAWFUL. If any Lender shall
determine (which determination shall, upon notice thereof to the
Borrower and the other Lenders, be conclusive and binding on the
Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or
other governmental authority asserts that it is unlawful, for such
Lender to make, continue or maintain any Loan as, or to convert any
Loan into, a LIBO Rate Loan, the obligations of all Lenders to make,
continue, maintain or convert into any such Loans shall, upon such
determination, forthwith be suspended until such Lender shall notify
the Agent that the circumstances causing such suspension no longer
exist, and all LIBO Rate Loans shall automatically convert into Base
Rate Loans at the end of the then current Interest Periods with
respect thereto or sooner, if required by such law or assertion.

SECTION 4.2. DEPOSITS UNAVAILABLE. If the Agent shall have
determined, or shall be informed by a Lender, that

(a) Dollar certificates of deposit or Dollar
deposits, as the case may be, in the relevant amount and for
the relevant Interest Period are not available to Shawmut or
such Lender in its relevant market; or

(b) by reason of circumstances affecting such
relevant market, adequate means do not exist for ascertaining
the interest rate applicable hereunder to LIBO Rate Loans,

then, upon notice from the Agent to the Borrower and the
Lenders of such fact, the obligations of all Lenders under Sections
2.3 and Section 2.4 to make or continue any Loans as, or to convert
any Loans into, LIBO Rate Loans shall forthwith be suspended until the
Agent shall determine, or be informed, that and, in either case, shall
give notice to the Borrower and the other Lenders that, the
circumstances causing such suspension no longer exist.

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<PAGE> 30
SECTION 4.3. INCREASED LIBO RATE LOAN COSTS, ETC. The Borrower
agrees to reimburse each Lender for any increase in the cost to such
Lender of, or any reduction in the amount of any sum, receivable by
such Lender in respect of, making, continuing or maintaining (or of
its obligation to make, continue or maintain) any Loans as, or of
converting (or of its obligation to convert) any Loans into, LIBO Rate
Loans. Such Lender shall, within ninety (90) days of its actual
knowledge of such event, notify the Agent and the Borrower in writing
of the occurrence of any such event, such notice to state, in
reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or
reduced amount. Such additional amounts shall be payable by the
Borrower directly to such Lender within five days of its receipt of
such notice, and such notice shall, in the absence of manifest error,
be conclusive and binding on the Borrower.

SECTION 4.4. FUNDING LOSSES. In the event any Lender shall
incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue or maintain any portion of
the principal amount of any Loan as, or to convert any portion of the
principal amount of any Loan into, a LIBO Rate Loan) as a result of:

(a) any conversion or repayment or prepayment of
the principal amount of any LIBO Rate Loans on a date other
than the scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise;

(b) any Loans not being made as LIBO Rate Loans
in accordance with the Borrowing Request therefor; or

(c) any Loans not being continued as, or
converted into, LIBO Rate Loans in accordance with the
Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower
(with a copy to the Agent), the Borrower shall, within five days of
its receipt thereof, pay directly to such Lender such amount as will
(in the reasonable determination of such Lender) reimburse such Lender
for such loss or expense. Such written notice (which shall include
calculations in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower.

SECTION 4.5. INCREASED CAPITAL COSTS. If any change in, or the
introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of
law) of any court, central bank,

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<PAGE> 31
regulator or other governmental authority affects or would affect the
amount of capital required or expected to be maintained by any Lender
or any Person controlling such Lender, and such Lender determines (in
its sole and absolute discretion) that the rate of return on its or
such controlling Person's capital as a consequence of its Commitments
or the Loans made by such Lender is reduced to a level below that
which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case
upon notice from time to time by such Lender to the Borrower, the
Borrower shall, within five (5) days after receipt of such notice, pay
directly to such Lender additional amounts sufficient to compensate
such Lender or such controlling Person for such reduction in rate of
return. A statement of such Lender as to any such additional amount or
amounts (including calculations thereof in reasonable detail) shall,
in the absence of manifest error, be conclusive and binding on the
Borrower. In determining such amount, such Lender may use any
reasonable method of averaging and attribution that it shall deem
applicable.

SECTION 4.6. TAXES. All payments by the Borrower of principal
of, and interest on, the Loans and all other amounts payable hereunder
shall be made free and clear of and without deduction for any present
or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever
imposed by any taxing authority ("TAXES"), but excluding (i) Taxes
imposed on any Lender's net income (including, without limitation, any
Taxes imposed on branch profits) and franchise Taxes imposed on any
Lender by the jurisdiction under the laws of which such Lender is
organized or any political subdivision thereof or by the jurisdiction
of such Lender's lending office, (ii) any Taxes that are in effect and
that would apply to a payment to such Lender as of the Effective Date,
(iii) if any Person acquires any interest in this Agreement or any
Note pursuant to the provisions hereof, including without limitation a
participation (whether or not by operation of law), or a foreign
Lender changes the office in which its Loan is made, accounted for or
booked (any such Person or such foreign Lender in that event being
referred to as a "TAX TRANSFEREE"), any Taxes to the extent that they
are in effect and would apply to a payment to such Tax Transferee as
of the date of the acquisition of such interest or change in office,
as the case may be, and (iv) Taxes which are otherwise included in any
amounts otherwise payable by the Borrower pursuant to any other
provision of this Agreement (all such non-excluded Taxes being
hereinafter referred to as "NON-EXCLUDED TAXES"). In the event that
any withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Non-Excluded Taxes
pursuant to any applicable law, rule or regulation, then the Borrower
will:

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<PAGE> 32
(a) pay directly to the relevant authority the
full amount required to be so withheld or deducted;

(b) promptly forward to the Agent an official
receipt or other documentation satisfactory to the Agent
evidencing such payment to such authority; and

(c) pay to the Agent for the account of the
Lenders such additional amount or amounts as is necessary to
ensure that the net amount actually received by each Lender
will equal the full amount such Lender would have received had
no such withholding or deduction been required.

Moreover, if any Non-Excluded Taxes are directly asserted
against the Agent or any Lender with respect to any payment received
by the Agent or such Lender hereunder, the Agent or such Lender may,
but is not obligated to, pay such Non-Excluded Taxes and the Borrower
will promptly pay such additional amount (including any penalties,
interest or expenses) as is necessary in order that the net amount
received by such Person after the payment of such Non-Excluded Taxes
(including any Non-Excluded Taxes on such additional amount) shall
equal the amount such Person would have received had not such
Non-Excluded Taxes been asserted. Within 30 days after the date that
any Lender or any Tax Transferee receives a refund of any Non-Excluded
Taxes which the Borrower has paid to the relevant taxing authority or
for which such Lender has been paid by the Borrower pursuant to the
indemnification provisions of this Section, such Lender or Tax
Transferee, as the case may be, shall pay to the Borrower such refund
of Non-Excluded Taxes along with any interest received with respect
thereto.

If the Borrower fails to pay any Non-Excluded Taxes, when due
to the appropriate taxing authority or fails to remit to the Agent,
for the account of the respective Lenders, the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Lenders for any incremental Non-Excluded Taxes, interest or penalties
that may become payable by any Lender as a result of any such failure.
For purposes of this Section 4.6, a disbursement hereunder by the
Agent or any Lender to or for the account of any Lender shall be
deemed a Borrowing by the Borrower.

Upon the request of the Borrower and/or the Agent, each Lender
that is organized under the laws of a jurisdiction other than the
United States shall, prior to the due date of any payments under the
Notes, execute and deliver to the Borrower and/or the Agent on or
about the first scheduled payment date in each Fiscal Year, one or
more (as the Borrower or the Agent, may reasonably request) United
States Internal Revenue

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Service Forms 4224 or Forms 1001 or such other forms or documents (or
successor forms or documents), appropriately completed, as may be
applicable to establish the extent, if any, to which a payment to such
Lender is exempt from withholding or deduction of Non-Excluded Taxes.

SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise
expressly provided, all payments by the Borrower pursuant to this
Agreement, the Notes or any other Loan Document shall be made by the
Borrower to the Agent for the pro rata account of the Lenders entitled
to receive such payment. All such payments required to be made to the
Agent shall be made, without setoff, deduction or counterclaim, not
later than 12:00 noon, Hartford, Connecticut time, on the date due, in
same day or immediately available funds, to such account as the Agent
shall specify from time to time by notice to the Borrower. Funds
received after that time shall be deemed to have been received by the
Agent on the next succeeding Business Day. The Agent shall promptly
remit in same day funds to each Lender its share, if any, of such
payments received by the Agent for the account of such Lender
(provided, that, any such funds remitted after the date received shall
be remitted with interest accrued thereon at the Federal Funds Rate).
All interest and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable
over a year comprised of 360 days (or, in the case of interest on a
Base Rate Loan (other then when such interest is calculated with
respect to the Federal Funds Rate), 365 days or, if appropriate, 366
days). Whenever any payment to be made shall otherwise be due on a day
which is not a Business Day, such payment shall (except as otherwise
required by clauses (c) or (d) of the definition of the term "Interest
Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if
any, in connection with such payment.

SECTION 4.8. SHARING OF PAYMENTS. If any Lender shall obtain
any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan (other than
pursuant to the terms of Sections 4.3, 4.4, 4.5 and 4.6) in excess of
its pro rata share of payments then or therewith obtained by all
Lenders, such Lender shall purchase from the other Lenders such
participations in Loans made by them as shall be necessary to cause
such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided, however, of that if all or any
portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded
and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the
ratable extent of such recovery together with an amount equal to such
selling Lender's ratable share (according to

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the proportion of (a) the amount of such selling Lender's required
repayment to the purchasing Lender; to (b) the total amount so
recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing
a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such
participation as fully as if such Lender were the direct creditor of
the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section
applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section to share in the
benefits of any recovery on such secured claim.

SECTION 4.9. SETOFF. Each Lender shall, upon the occurrence of
any Default described in clauses (a) through (d) of Section 8.1.8 or,
with the consent of the Required Lenders, upon the occurrence of any
other Event of Default, have the right to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due), and
(as security for such Obligations) the Borrower hereby grants to each
Leader a continuing security interest in, any and all balances,
credits, deposits accounts or moneys of the Borrower then or
thereafter maintained with or otherwise held by such Lender; Provided,
however, that any such appropriation and application shall be subject
to the provisions of Section 4.8. Each Lender agrees promptly to
notify the Borrower and the Agent after any such setoff and
application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Lender may have.

ARTICLE 5.
CONDITIONS TO BORROWING

SECTION 5.1. INITIAL BORROWING. The obligations of the Lenders
to fund the initial Borrowing shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set forth
in this Section 5.l.

SECTION 5.1.1. GENERAL PARTNER'S CERTIFICATE. The
Agent shall have received from the General Partner, a
certificate of the Secretary or an Assistant Secretary of the
General Partner, dated the date of the initial Borrowing:

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(a) with respect to the Borrower's
Organic Documents, that the copies thereof attached
are true and correct and in full force and effect on
the date of the initial Borrowing, together with a
certificate of good standing for the Borrower issued
by the jurisdiction in which it is organized, and
dated as of a date reasonably close to the date of
the initial Borrowing;

(b) with respect to the General
Partner's Organic Documents, that the copies thereof
attached are true and correct and in full force and
effect on the date of the initial Borrowing, copies
of which shall be attached thereto, together with a
certificate of good standing for the General Partner
issued by the jurisdiction in which it is organized,
and dated as of a date reasonably close to the date
of the initial Borrowing;

(c) all action necessary for the
execution, delivery and performance of this
Agreement, the Note, and each other Loan Document by
the General Partner, as the general partner of the
Borrower, together with copies of all resolutions to
such effect attached thereto; and

(d) the incumbency and signatures of
those officers of the General Partner authorized to
act on behalf of and bind the General Partner, in its
capacity as the general partner of the Borrower, with
respect to this Agreement, the Note and each other
Loan Document.

Each Lender may conclusively rely upon each certificate
referenced above until it shall have received a further
certificate from the General Partner canceling or amending
such prior certificates.

SECTION 5.1.2. DELIVERY OF NOTES. The Agent shall
have received each Lender's Note, in each case, duly executed
and delivered by the Borrower.

SECTION 5.1.3. PAYMENT OF OUTSTANDING INDEBTEDNESS,
ETC. All Indebtedness identified in Item 7.2.2(b)
("Indebtedness to be Paid") of the Disclosure Schedule,
together with all interest, prepayment premiums and other
amounts due and payable with respect thereto, shall have been
paid in full (including, to the extent necessary, from
proceeds of the initial Borrowing); all Liens securing payment
of any such Indebtedness shall have been released; and the
Agent shall have received all Uniform Commercial Code Form
UCC-3 termination Statements or other instruments as

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may be necessary or appropriate to release such Liens
(including the Lien held by Shawmut under the Existing Credit
Agreement), in each case, duly executed and completed by the
holders of such Liens and in a form suitable for filing.

SECTION 5.1.4. SECURITY AGREEMENT. The Agent shall
have received executed counterparts of the Security Agreement,
dated as of the date hereof, duly executed by the Borrower,
together with

(a) acknowledgment copies of properly
filed Uniform Commercial Code financing statements
(Form UCC-1), or such other evidence of filing as may
be acceptable to the Agent, naming the Borrower as
the debtor and the Agent as the secured party, as
agent and for the benefit of the Lenders, or other
similar instruments or documents, as may be necessary
or, in the opinion of the Agent, desirable to perfect
the security interest of the Agent pursuant to the
Security Agreement.

(b) executed copies of proper Uniform
Commercial Code Form UCC-3 termination statements, if
any, necessary to release all Liens and other rights
of any Person in any collateral described the
Security Agreement previously granted by any Person
(other than with respect to collateral subject to
Capitalized Leases and purchase money Liens permitted
hereunder) together with such other Uniform
Commercial Code Form UCC-3 termination statements as
the Agent may reasonably request; and

(c) certified copies of Uniform
Commercial Code Requests for Information or Copies
(Form UCC-11), or a similar search report certified
by a party acceptable to the Agent, dated a date
reasonably near to the date of the initial Borrowing,
listing all effective financing statements which name
the Borrower (under its present name and any previous
names) as the debtor and which are filed in the
jurisdictions in which filings were made pursuant to
clause (a) above, together with copies of such
financing statements (none of which (other than those
described in clause (a)) if such Form UCC-11 or
search report, as the case may be, is current enough
to list such financing statements described in clause
(a)) shall cover any collateral described in the
Security Agreement other than assets subject to
Capitalized Leases or purchase money Liens, in each
case as permitted hereunder).

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SECTION 5.1.5. SUBORDINATION AGREEMENT. The Agent
shall have received duly executed counterparts of the
Subordination Agreement, dated as of the date hereof, executed
and delivered by the Borrower and Jones Intercable.

SECTION 5.1.6. OPINIONS OF COUNSEL. The Agent shall
have received opinions, dated the date of the initial
Borrowing and addressed to the Agent and all Lenders, from:

(a) Elizabeth M. Steele, general counsel
to Jones Intercable, substantially in the form of
Exhibit G hereto; and

(b) Cohen, Dax, Koenig & Wiles,
regulatory counsel to the Borrower in the State of
New York, substantially in the form of Exhibit H
hereto;

(d) Phillips, Lytle, Hitchcock, Blaine &
Huber, New York counsel to the Borrower,
substantially in the form of Exhibit J hereto.

SECTION 5.1.7. CLOSING DATE CERTIFICATE. The Agent
shall have received a Closing Date Certificate, dated the date
of the initial borrowing, and duly executed and completed by
the Borrower.

SECTION 5.1.8. PAYOFF LETTER; DISBURSEMENT
INSTRUCTIONS. The Agent shall have received a payoff letter
from Shawmut, indicating the amount of the loan obligations of
the Borrower to Shawmut to be discharged on the Effective Date
and an acknowledgment by Shawmut that upon receipt of such
funds it will forthwith execute and deliver to the Agent for
filing all termination statements and take such other actions
as may be necessary to discharge all mortgages, deeds of trust
and security interests granted by the Borrower or any of its
Subsidiaries in favor of Shawmut.

SECTION 5.1.9. CLOSING FEES, EXPENSES.

(a) The Borrower shall have paid to the
Agent all of the fees then due and owing under the
Fee Letter;

(b) The Agent shall have received for
its own account, or for the account of each Lender,
as the case may

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be, all fees, costs and expenses due and payable
pursuant to Sections 3.4 and 10.3, if then invoiced.

SECTION 5.1.10. COMPLIANCE CERTIFICATE. The Agent
shall have received a Compliance Certificate, duly executed
and completed by the Borrower, with any calculations being
made with respect to the debt as of the Effective Date and any
calculations being made with respect to cash flow as of the
end of the immediately preceding Fiscal Quarter.

SECTION 5.2. ALL BORROWINGS. The obligation of each Lender to
fund any Loan on the occasion of any Borrowing (including the initial
Borrowing) shall be subject to the satisfaction of each of the
conditions precedent set forth in this Section 5.2.

SECTION 5.2.1. COMPLIANCE WITH WARRANTIES, NO
DEFAULT, ETC. Both before and after giving effect to any
Borrowing (but, if any Default of the nature referred to in
Section 8.1.5 shall have occurred with respect to any other
Indebtedness, without giving effect to the application,
directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct:

(a) the representations and warranties
set forth in Article VI shall be true and correct
with the same effect as if then made (unless stated
to relate solely to an earlier date, in which case
such representations and warranties shall be true and
correct as of such earlier date);

(b) except as disclosed by the Borrower
to the Agent and the Lenders pursuant to Section 6.7:

(i) no labor controversy,
litigation, arbitration or governmental
investigation or proceeding shall be pending
or, to the knowledge of the Borrower,
threatened against the Borrower, any of its
Subsidiaries or the General Partner which, if
adversely determined, is reasonably likely to
materially adversely affect the Borrower's
consolidated business, operations, assets,
revenue, properties or prospects (with
respect to the Borrower's ability to pay or
repay the Obligations) or which purports to
affect the legality, validity or
enforceability of this Agreement, the Notes
or any other Loan Document; and

(ii) no development shall have
occurred in any labor controversy,
litigation, arbitration or

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<PAGE> 39
governmental investigation or proceeding
disclosed pursuant to Section 6.7 which, if
adversely determined, is reasonably likely to
materially adversely affect the Borrower's
consolidated business, operations, assets,
revenues, properties or prospects (with
respect to the Borrower's ability to pay or
repay the Obligations); and

(c) no Default shall have then occurred
and be continuing, and neither the Borrower, nor any
of its Subsidiaries are in material violation of any
law or governmental regulation or court order or
decree.

SECTION 5.2.2. BORROWING REQUEST. The Agent shall
have received a Borrowing Request for such Borrowing. Each of
the delivery of a Borrowing Request and the acceptance by the
Borrower or the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date
of such Borrowing (both immediately before and after giving
effect to such Borrowing and the application of the proceeds
thereof) the statements made in Section 5.2.1 are true and
correct.

SECTION 5.2.3. SATISFACTORY LEGAL FORM. All documents
executed or submitted pursuant hereto by or on behalf of the
Borrower or any of its Subsidiaries shall be satisfactory in
form and substance to the Agent and its counsel; the Agent and
its counsel shall have received all information, approvals,
opinions, documents or instruments as the Agent or its counsel
may reasonably request.

ARTICLE 6.
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Agent to enter into
this Agreement and to make Loans hereunder, each of the Borrower and
the General Partner represents and warrants to the Agent and each
Lender as set forth in this Article VI on the date hereof and as of
the date of each Loan made hereunder.

SECTION 6.1. ORGANIZATION, ETC. (a) The Borrower is a limited
partnership duly organized and validly existing under the laws
of the State of Colorado and is duly qualified to do business
in the States of Colorado and New York, the only other
jurisdiction(s) in which the conduct or contemplated conduct of
its business or the ownership or lease of its assets requires
such qualification (except where the failure to do so would
not have a material adverse effect on the business, operations
or financial condition of the Borrower). No other filing,
recording, publishing or other act with an Official Body is
necessary or appropriate in connection with the existence or

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the business of the Borrower other than those which have been
made or done.

(b) Each Subsidiary of the Borrower is a
corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of incorporation,
and is duly qualified to do business in each jurisdiction in
which the conduct of its business or the ownership or lease of
its assets would require such qualification.

(c) The General Partner is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Colorado. The General Partner is duly
qualified and in good standing in all jurisdictions in which
the conduct of its business or the ownership or lease of its
assets requires such qualification (except where the failure
to do so would not have a material adverse effect on the
business, operations or financial condition of the General
Partner).

(d) The Borrower and the General Partner, and
each of the Borrower's Subsidiaries, has full partnership or
corporate power and authority, respectively, and holds all
requisite governmental licenses, permits and other approvals
to enter into and perform its respective Obligations under
this Agreement, the Notes and each other Loan Document to
which it is a party and holds all requisite material
governmental licenses, permits and other approvals to own and
hold under lease its property and to conduct its business
substantially as currently conducted by it.

(e) The General Partner is the sole general
partner of the Borrower and owns 100% of the outstanding
general partnership interests in the Borrower, free and clear
of all Liens or other encumbrances other than those interests
which represent the rights to receive certain distributions
from the Borrower to Jones Intercable and which are pledged to
NationsBank of Texas, N.A., as Collateral Agent for certain
secured parties, pursuant to that certain Security Agreement
dated as of December 8, 1992 between Jones Intercable and
NationsBank of Texas, N.A.

SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The
execution, delivery and performance by and on behalf of the Borrower
of this Agreement, the Notes and each other Loan Document are within
the Borrower's and the General Partner's powers, have been duly
authorized by all necessary action, and do not

(i) contravene the Borrower's or the
General Partner's Organic Documents;

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<PAGE> 41
(ii) contravene (x) any law or
governmental regulation or court decree or order
binding on or affecting the Borrower or the General
Partner or (y) any contractual restriction binding on
or affecting the General Partner or the Borrower
which contravention is reasonably likely to have a
material adverse effect on the Borrower's
consolidated business, operations, assets, revenues,
properties or prospects (with respect to the
Borrower's ability to pay or repay the Obligations);
or

(iii) result in, or require the creation
or imposition of, any Lien on any of the Borrower's
or the General Partner's properties (other than the
Lien of the Security Agreement.

SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. Other than
as set forth in Item 6.3 of the Disclosure Schedule or those which
have been obtained and are in full force and effect, no authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person is required
for the due execution, delivery or performance by the General Partner
of its Subordination Agreement or by the Borrower of this Agreement,
the Notes or any other Loan Document. Neither the Borrower nor any of
its Subsidiaries is an "INVESTMENT COMPANY" within the meaning of the
Investment Company Act of 1940, as amended, or a "HOLDING COMPANY", or
a "SUBSIDIARY COMPANY" of a "HOLDING COMPANY", or an "AFFILIATE" of a
"HOLDING COMPANY" or of a "SUBSIDIARY COMPANY" of a "HOLDING COMPANY",
within the meaning of the Public Utility Holding Company Act Of 1935,
as amended.

SECTION 6.4. VALIDITY, ETC. This Agreement constitutes, and
the Notes and each other Loan Document executed by the Borrower will,
on the due execution and delivery thereof, constitute, the legal,
valid and binding obligations of the Borrower, enforceable in
accordance with their respective terms. The Partnership Agreement and
the Subordination Agreement constitute the legal, valid and binding
obligations of the General Partner enforceable in accordance with
their respective terms.

SECTION 6.5. FINANCIAL INFORMATION. The balance sheet of the
Borrower as at September 30, 1994, and the related statements of
operations, cash flow and partners' capital, copies of which have been
furnished to the Agent and each Lender, have been prepared in
accordance with GAAP consistently applied, and present fairly the
financial condition of the Borrower as at the dates thereof and the
results of its operations for the periods then ended.

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SECTION 6.6. NO MATERIAL ADVERSE CHANGES. Since the date of
the financial statements described in Section 6.5, there has been no
material adverse change in the Borrower's business, assets,
properties, revenue, financial condition, operations or prospects
(with respect to the Borrower's ability to pay or repay the
Obligations).

SECTION 6.7. LITIGATION, LABOR CONTROVERSIES, ETC. Except as
disclosed in Item 6.7 ("LITIGATION") of the Disclosure Schedule, there
is no pending or, to the knowledge of the Borrower, threatened
litigation, action, proceeding, or labor controversy affecting the
Borrower, any of its Subsidiaries or the General Partner which, if
adversely determined, is reasonably likely to materially adversely
affect the business, assets, properties, revenue, financial condition,
operations or prospects (with respect to the Borrower's ability to pay
or repay the Obligations) of the Borrower, or any Subsidiary, or which
purports to affect the legality, validity or enforceability of this
Agreement, the Notes or any other Loan Document.

SECTION 6.8. SUBSIDIARIES. The Borrower has no Subsidiaries
except those Subsidiaries, if any, which the Required Lenders have
permitted the Borrower to acquire after the Effective Date.

SECTION 6.9. OWNERSHIP OF PROPERTIES. The Borrower and each of
its Subsidiaries owns good and marketable title to all of its
properties and assets, real and personal, tangible and intangible, of
any nature whatsoever (including patents, trademarks, trade names,
service marks and copyrights), free and clear of all Liens, charges or
claims (including infringement claims with respect to patents,
trademarks, copyrights and the like) except as permitted pursuant to
Section 7.2.3.

SECTION 6.10. TAXES. Each of the Borrower and its Subsidiaries
has filed all tax returns and reports required by law to have been
filed by it and has paid all taxes and governmental charges thereby
shown to be owing, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set
aside on its books.

SECTION 6.11. PENSION AND WELFARE PLANS. Neither the Borrower,
nor any Subsidiary of the Borrower, nor any member of a Controlled
Group has established or maintained, has ever made or been obligated
to make contributions to, or is obligated to make contributions to,
any Plan or multiemployer Plan.

SECTION 6.12. ENVIRONMENTAL WARRANTIES. To the best of the
Borrower's knowledge, all facilities and property (including
underlying

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groundwater) owned or leased by the Borrower and its Subsidiaries,
have been, and continue to be, owned or leased by the Borrower and its
Subsidiaries, in material compliance with all Environmental Laws.

SECTION 6.13. REGULATIONS G, U AND X. The Borrower is not
engaged in the business or extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Loans will
be used for a purpose which violates, or would be inconsistent with,
F.R.S. Board Regulations G, U or X. Terms for which meanings are
provided in F.R.S. Board Regulation G, U or X or any regulations
substituted therefor, as from time to time in effect, are used in this
Section with such meanings.

SECTION 6.14. ACCURACY OF INFORMATION.

(a) All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower or
the General Partner in writing to the Agent or any Lender for
purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the
Borrower or the General Partner in writing to the Agent or any
Lender will be, true and accurate in every material respect on
the date as of which such information is dated or certified
and as of the date of execution and delivery of this Agreement
by the Agent and such Lender, and such information is not, or
shall not be, as the case may be, incomplete by omitting to
state any material fact necessary to make such information not
misleading.

(b) All of the information set forth in the
Disclosure Schedule and the Cable Schedule is true and
accurate in every material respect as of the Effective Date.

SECTION 6.15. CABLE AUTHORIZATIONS. The Cable Schedule
accurately and completely lists all CATV and SMATV systems currently
owned by the Borrower, and all Franchises issued or granted to the
Borrower (such Franchises, together with all renewals and extensions
thereof, are referred to collectively as the "CABLE FRANCHISES"). The
Cable Franchises constitute the only material Franchises required or
advisable in connection with the conduct by the Borrower of its
business as presently conducted. All of the Cable Franchises are duly
issued in the name of the Borrower (or are issued in some other name
but have been duly and validly assigned to the Borrower), the Borrower
has full power and authority to operate thereunder, and each such
Cable Franchise will expire on the date set forth for such Cable
Franchise in the Cable Schedule. All assets of the Cable Systems and
all Cable Franchises,

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contracts, agreements and other things necessary or advisable in
connection with the present or proposed operation of the Cable Systems
shall at all times be owned (or leased on terms and conditions
permitted hereunder) and held by the Borrower. The Cable Schedule
accurately and completely lists all agreements, if any, which are
presently in effect with public utilities for the use of public
utility facilities in connection with the Cable Systems. The Borrower
has the right and authority (contractual, by law or otherwise) to
provide pay television and related services to subscribers. The Cable
Schedule accurately and completely lists (i) all deeds, leases,
leaseholds and other interests in real property held by the Borrower,
together with accurate legal descriptions of all such real property
owned or leased by the Borrower, and (ii) all Pole Agreements and wire
line crossing agreements to which the Borrower is a party. Other than
the Cable Franchises, no Franchise has been granted with respect to
the territory covered by the Cable Franchises, nor, to the best of the
Borrower's knowledge, is any application for any such Franchise
pending. As of the date of this Agreement, there is no overbuilding of
any territory covered by the Cable Systems.

SECTION 6.16. FCC REGISTRATION AND REGULATORY COMPLIANCE. With
respect to each of the Cable Systems, there is a registration
statement on file with the FCC which fully complies with all
applicable requirements of 47 C.F.R. Part 76, Subpart B. The Borrower
is the holder of each of the FCC Licenses listed on the Cable
Schedule, each of which has the effective and expiration dates noted
on the Cable Schedule, and is, to the best of the Borrower's
knowledge, lawfully issued (and continues to exist) pursuant to the
rules and regulations of the FCC. The Borrower is presently in
compliance in all material respects with all terms and conditions of
all FCC Licenses covering the Cable Systems, all Federal, state and
local laws, all rules, regulations and administrative orders of the
FCC (other than with respect to compliance with regulations
promulgated by the FCC regarding rates and codified at,47 C.F.R.
Sections 76.922-76.924, with which, to the Borrower's knowledge, it is
in compliance in all material respects) and all state and local
commissions or authorities which are applicable to the Borrower or the
operation of the Cable Systems (including, without limitation, those
regarding signal leakage), and the foregoing permit any contemplated
and continued operation of the Cable Systems without the obtaining of
any further approvals, covenants, modifications or the taking of any
other action of any kind or nature whatsoever. The Borrower has
received no notice that any fact or any past, present or threatened
occurrence would preclude or impair its ability to obtain any FCC
License or other Franchise necessary for the operation of the Cable
Systems as currently operated or as contemplated to be operated in any
projections furnished to the Agent.

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SECTION 6.17. FRANCHISES, COPYRIGHTS AND LICENSES. The
Borrower possesses, or has the right to use, all FCC Licenses and all
other Franchises, all copyrights, all licenses (including all cable
television or broadcast licenses), all rights under agreements with
public utilities and microwave transmission companies, Pole
Agreements, and all utility easements and other rights, the absence of
which is reasonably likely to have a material adverse effect on the
business, properties, operations or conditions, financial or
otherwise, or prospects (with respect to the Borrower's ability to pay
or repay the Obligations) of the Borrower, each of which is in full
force and effect and with which the Borrower is in compliance in all
material respects, with no known conflict with the rights of others
which could affect or impair in any material manner the businesses,
properties, operations or condition, financial or otherwise, or
prospects (with respect to the Borrower's ability to pay or repay the
Obligations) of the Borrower. The General Partner or any other
Affiliate of the Borrower providing services to the Borrower, has
obtained all licenses, permits, authorizations and Franchises
necessary for the ownership of its properties used in providing
services to the Cable Systems, the conduct of its businesses in
connection with the Cable Systems as currently operated or as
contemplated to be operated (as described in any written projections
furnished to the Agent or the Lenders on or prior to the Effective
Date), in all instances in which the failure to have obtained such
licenses, permits, authorizations and Franchises could have a material
adverse impact on the businesses, properties, operations or condition,
financial or otherwise, of the Borrower. To the best of the Borrower's
knowledge, no event has occurred which permits, or after the giving of
notice or the lapse of time, or both, would permit, the revocation or
termination of any Cable Franchise, or any copyright, license, permit,
authorization or other right of the FCC so as to adversely affect in
any material manner the businesses, properties, operations or
condition, financial or otherwise, or prospects (with respect to the
Borrower's ability to pay or repay the Obligations) of the Borrower.

SECTION 6.18. COMMUNICATIONS ACT FILINGS. The Borrower has
duly and timely filed all cable television registration statements and
other filings which are required to be filed under the Communications
Act, and has complied in all other material respects with the
Communications Act (other than with respect to compliance with
regulations promulgated by the FCC regarding rates and codified at 47
C.F.R. Sections 76.922-76.924, with which, to the best of Borrower's
knowledge, it is in compliance in all material respects), including,
without limitation, the rules and regulations of the FCC relating to
the carriage of television signals. The Borrower has recorded or
deposited with and paid to the United States Copyright Office, the
Register of Copyrights and the Copyright Royalty Tribunal, all
notices, statements of account, royalty fees and other documents,
instruments and amounts required under the Copyright Act,

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<PAGE> 46
and is not liable to any person for copyright infringement under the
Copyright Act.

SECTION 6.19. PARTNERSHIP AGREEMENT. The Partnership Agreement
is in full force and effect and no default or event which, with the
passage of time or notice or both, would constitute a default has
occurred and is continuing thereunder.

SECTION 6.20. NO EVENT OF DEFAULT. No Default or Event of
Default has occurred and is continuing.

SECTION 6.21. ABSENCE OF FINANCING STATEMENTS, ETC. Except
with respect to Liens permitted hereunder, there is no financing
statement, security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records, registry
or other public office, that purports to cover, affect or give notice
of any present or possible future lien on, or security interest in,
any assets or property of the Borrower or any of its Subsidiaries or
any rights relating thereto.

SECTION 6.22. MANAGEMENT FEES, ALLOCATED OVERHEAD AND GENERAL
PARTNER ADVANCES. Except as set forth in Item 6.22 of the Disclosure
Schedule, there are no Management Fees, Allocated Overhead and/or
General Partner Advances outstanding as of September 30, 1994.

ARTICLE 7.
COVENANTS

SECTION 7.1. AFFIRMATIVE COVENANTS. The Borrower agrees with
the Agent and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this Section 7.1.

SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS,
NOTICES, ETC. The Borrower will furnish, or will cause to be
furnished, to the Agent (for further transmission to the
Lenders) copies of the following financial statements,
reports, notices and information:

(a) as soon as available and in any
event within 60 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of
the Borrower, consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such
Fiscal Quarter and consolidated statements of
operations or income (as appropriate), partners'
equity or stockholder's equity (as appropriate), and
cash flow of the Borrower and its Subsidiaries for
such Fiscal Quarter and for the period

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commencing at the end of the previous Fiscal Year and
ending with the end of such Fiscal Quarter, certified
by the president, chief financial Authorized Officer
or Treasurer of the General Partner;

(b) as soon as available and in any
event within 105 days after the end of each Fiscal
Year of the Borrower, a copy of the annual audit
report for such Fiscal Year for the Borrower and its
Subsidiaries, including therein consolidated balance
sheets of the Borrower and its Subsidiaries as of the
end of such Fiscal Year and consolidated statements
of operations or income (as appropriate), partners'
equity, or stockholders' equity (as appropriate), and
cash flow of the Borrower and its Subsidiaries for
such Fiscal Year, in each case certified (without any
Impermissible Qualification) by an independent public
accounting firm acceptable to the Agent and the
Required Lenders and accompanied by a Compliance
Certificate, executed by the General Partner, showing
(in reasonable detail and with appropriate
calculations and computations in all respects
satisfactory to the Agent) compliance with the
financial covenants set forth in Section 7.2.4 and
the resulting Applicable Margin;

(c) as soon as available and in any
event within 60 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year, a
Compliance Certificate executed by the General
Partner, showing (in reasonable detail and with
appropriate calculations and computations in all
respects satisfactory to the Agent) compliance with
the financial covenants set forth in Section 7.2.4
and the resulting Applicable Margin;

(d) prior to the payment of any General
Partner Advances, a Compliance Certificate, executed
by the General Partner, showing (in reasonable detail
and with appropriate calculations and computations in
all respects satisfactory to the Agent) compliance,
both before the payment of such General Partner
Advance and after giving effect thereto, with the
financial covenants set forth in Section 7.2.4 and
the resulting Applicable Margin;

(e) as soon as possible and in any event
within three days after the occurrence of each
Default, a statement of the General Partner, setting
forth details of such Default and the action which
the Borrower has taken and proposes to take with
respect thereto;

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<PAGE> 48
(f) as soon as possible and in any event
within three days after (x) becoming aware of the
occurrence of any adverse development with respect to
any litigation, action, proceeding, or labor
controversy described in Section 6.7 or (y) becoming
aware of the commencement of any labor controversy,
litigation, action, proceeding of the type described
in Section 6.7, notice thereof and copies of all
documentation relating thereto;

(g) promptly after the sending or filing
thereof, copies of all reports which the Borrower
sends to the General Partner, and all quarterly
reports on Form 10-Q and annual reports on Form 10-K
which the General Partner files with the Securities
and Exchange Commission or any national securities
exchange;

(h) as soon as practicable, and in any
event within 60 days after the end of each Fiscal
Quarter, a subscriber report setting forth for each
Cable System as of the end of such Fiscal Quarter (i)
the number of Basic Subscribers and Pay Units as of
the end of such Fiscal Quarter, (ii) the Basic
Subscriber Rate charged to subscribers during such
Fiscal Quarter, (iii) the number of Homes Passed, the
Basic Penetration Rate and Pay to Basic Ratio as of
the end of such Fiscal Quarter, (iv) upon request of
the Agent or any Lender, the number of subscribers
initiating and terminating Cable Systems service
during such Fiscal Quarter and (v) upon request by
the Agent or any Lender, an aging of the Borrower's
accounts receivable as of the end of such Fiscal
Quarter, which report shall also include a
description of any Cable Systems sold during such
Fiscal Quarter and the consideration received
therefor;

(i) promptly after the occurrence of (i)
any lapse or other termination of any Franchise
issued to the Borrower or any of its Subsidiaries,
which lapse or termination may have a material
adverse effect on the business, operations, financial
condition or prospects (with respect to the
Borrower's ability to pay or repay the Obligations)
of the Borrower or any of its Subsidiaries, (ii) any
refusal by any Official Body to renew or extend any
such Franchise, or (iii) any dispute between the
Borrower or any of its Subsidiaries and any Official
Body which, if adversely determined, is reasonably
likely to have a material adverse effect on the
business, operations, financial condition or
prospects (with respect to the Borrower's ability to
pay or repay the

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<PAGE> 49
Obligations) of the Borrower or any of its
Subsidiaries, notice thereof;

(j) promptly upon their becoming
available to the Borrower, copies of (i) any periodic
or special report filed by the Borrower or any of its
Subsidiaries with the FCC or with any other Official
Body regulating the Cable Systems if (A) such report
indicates any material adverse changes in the
business, operations, financial condition or
prospects (with respect to the Borrower's ability to
pay or repay the Obligations) of the Borrower or any
of its Subsidiaries, or (B) a copy thereof is
requested by any Lender, and (ii) any material notice
or other material communication from the FCC or from
any other Official Body regulating cable systems
which specifically relates to the operation of the
Cable Systems; and

(k) such other information respecting
the condition or operations, financial or otherwise,
of the Borrower, any of its Subsidiaries or the
General Partner, as any Lender through the Agent may
from time to time reasonably request.

SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. The
Borrower will, and will cause each of its Subsidiaries to,
comply in all material respects with all applicable laws,
rules, regulations and orders, such compliance to include
(without limitation):

(a) the maintenance and preservation of
its existence and qualification as a foreign
corporation or foreign limited partnership, as the
case may be;

(b) the maintenance in full force and
effect of all material Cable Franchises, consents,
approvals, exemptions and other actions by, and all
registrations, qualifications, designations and
declarations and other filings with, each Official
Body necessary or advisable in connection with the
execution, delivery and performance of this
Agreement, the Notes and the other Loan Documents and
the ownership and operation of the Cable Systems; and

(c) the payment, before the same become
delinquent, of all taxes, assessments and
governmental charges imposed upon it or upon its
property except to the extent being diligently
contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with
GAAP shall have been set aside on its books.

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<PAGE> 50
SECTION 7.1.3. MAINTENANCE OF PROPERTIES. The
Borrower will, and will cause each of its Subsidiaries to,
maintain, preserve, protect and keep its properties in good
repair, working order and condition (ordinary wear and tear
excepted), and to make necessary and proper repairs, renewals
and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless the
Borrower determines in good faith that the continued
maintenance of any of its properties is no longer economically
desirable.

SECTION 7.1.4. INSURANCE. The Borrower will, and will
cause each of its Subsidiaries to, maintain or cause to be
maintained with responsible insurance companies insurance with
respect to its properties and business (including business
interruption insurance) against such casualties and
contingencies and of such types and in such amounts as is
customary in the case of partnerships or other entities
engaged in similar businesses and will, upon request of the
Agent, furnish to each Lender at reasonable intervals (and at
least annually) a certificate of insurance with respect to all
insurance maintained by the Borrower and its Subsidiaries in
accordance with this Section.

SECTION 7.1.5. BOOKS AND RECORDS. The Borrower will,
and will cause each of its Subsidiaries to, keep books and
records which accurately reflect all of its business affairs
and transactions and permit the Agent and each Lender or any
of their respective representatives, at reasonable times and
intervals and upon reasonable notice, to visit all of its
offices, to discuss its financial matters with its officers
and independent public accountants (and the Borrower hereby
authorizes such independent public accountant to discuss the
Borrower's financial matters with each Lender or its
representatives with or without a representative of the
Borrower being present so long as the Borrower has been given
a reasonable opportunity to have a representative present) and
to examine (and, at the expense of the Borrower, photocopy
extracts from) any of its books or other corporate records.
The Borrower shall pay any fees of such independent public
accountants incurred in connection with the Agent's or, during
any period that a Default has occurred and is continuing, any
Lender's exercise of its rights pursuant to this Section.

SECTION 7.1.6. ENVIRONMENTAL COVENANTS. The Borrower
will, and will cause each of its Subsidiaries to,

(a) use and operate all of its
facilities and properties in material compliance with
all Environmental Laws, keep all

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<PAGE> 51
necessary permits, approvals, certificates, licenses
and other authorizations relating to environmental
matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in
material compliance with all applicable Environmental
Laws;

(b) immediately notify the Agent and
provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the
condition of its facilities and properties or
compliance with Environmental Laws, and shall timely
defend any actions and proceedings relating to
compliance with Environmental Laws; and

(c) provide such information and
certifications the Agent may reasonably request from
time to time to evidence compliance with this Section
7.1.6.

SECTION 7.1.7. COPYRIGHT ACT FILINGS. The Borrower
will timely from time to time in accordance with applicable
law record or deposit with and pay to the United States
Copyright Office, the Register of Copyrights and/or the
Copyright Royalty Tribunal all notices, statements of account,
royalty fees and other documents, instruments and amounts
required under the Copyright Act of the United States.

SECTION 7.1.8. USE OF PROCEEDS. The Borrower shall
use the proceeds of the initial Borrowing first to repay, in
full, all amounts outstanding under the Existing Credit
Agreement, and, second, for such general corporate purposes as
the Borrower may determine appropriate (including payments of
General Partner Advances permitted under Section 7.2.7).
Thereafter, the Borrower shall use the proceeds of all
additional Borrowings, if any, for such general corporate
purposes as the Borrower may determine appropriate. No
proceeds of any Borrowing will be used to purchase or carry
any "MARGIN STOCK", as defined in F.R.S. Board Regulation U.

SECTION 7.2. NEGATIVE COVENANTS. The Borrower agrees with the
Agent and each Lender that, until all Commitments have terminated and
all Obligations have been paid and performed in full, the Borrower
will comply with the obligations set forth in this Section 7.2.

SECTION 7.2.1. BUSINESS ACTIVITIES. The Borrower will
not, and will not permit any of its Subsidiaries to, engage in
any business activity, except for the ownership and operation
of the

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<PAGE> 52
Cable Systems and such activities as may be incidental or
related thereto.

SECTION 7.2.2. INDEBTEDNESS. The Borrower will not,
and will not permit any of its Subsidiaries to, create, incur,
assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, other than, without duplication,
the following:

(a) Indebtedness in respect of the Loans
and other Obligations;

(b) until the date of the initial
Borrowing, the Indebtedness identified in Item
7.2.2(b) ("INDEBTEDNESS TO BE PAID") of the
Disclosure Schedule;

(c) Indebtedness existing as of the
Effective Date which is identified in Item 7.2.2(c)
("ONGOING INDEBTEDNESS") of the Disclosure Schedule;

(d) Indebtedness incurred by the
Borrower or any of its Subsidiaries to a vendor of
any assets to finance its acquisition of such assets
which, when added to the aggregate principal amount
of Indebtedness permitted pursuant to clause (f) of
this Section 7.2.2, does not exceed $1,000,000;

(e) unsecured Indebtedness incurred in
the ordinary course of business (including open
accounts extended by suppliers on normal trade terms
in connection with purchases of goods and services,
but excluding any Indebtedness incurred through the
borrowing of money or in the form of Contingent
Liabilities);

(f) Indebtedness in respect of
Capitalized Lease Liabilities which, when added to
the aggregate principal amount of Indebtedness
permitted pursuant to clause (d) of this Section
7.2.2, does not exceed $1,000,000;

(g) Indebtedness of the Borrower in
respect of Hedging Obligations arising under
agreements entered into with the Agent or any other
Lender; and

(h) Indebtedness in the form of General
Partner Advances which are at all times subordinate
to the Loans and all other amounts due to the Lenders
hereunder pursuant to the terms of the Subordination
Agreement;

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provided, however, no Indebtedness otherwise permitted by clause (d), (j) or
(g) shall be incurred if, before or after giving effect to the incurrence
thereof, any Default shall have occurred and be continuing.

SECTION 7.2.3. LIENS. The Borrower will not, and will
not permit any of its Subsidiary to, incur, assume or suffer
to permit subsidiaries to, exist any Lien upon any of its
property, revenues or assets, whether now owned or hereafter
acquired, except:

(a) Liens securing payment of the
Obligations, granted pursuant to any Loan Document;

(b) Until the date of the initial
Borrowing, Liens securing payment of the Indebtedness
of the type permitted and described in clause (b) of
Section 7.2.2;

(c) Liens described in Item 7.2.3(c) of
the Disclosure Schedule which were granted prior to
the Effective Date to secure payment of the
Indebtedness of the type permitted and described in
clause (c) of Section 7.2.2;

(d) Liens granted to secure payment of
the Indebtedness of the type permitted and described
in clause (d) of Section 7.2.2 and covering only
those assets acquired with the proceeds of such
Indebtedness;

(e) Liens for taxes, assessments or
other governmental charges or levies not at the time
delinquent or thereafter payable without penalty or
being diligently contested in good faith by
appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set
aside on its books;

(f) Liens of carriers, warehousemen,
mechanics, materialmen and landlords incurred in the
ordinary course of business for sums not overdue or
being diligently contested in good faith by
appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set
aside on its books;

(g) Liens incurred in the ordinary
course of business in connection with workmen's
compensation, unemployment insurance or other forms
of governmental insurance or benefits, or to secure
performance of tenders, statutory obligations, leases
and contracts (other than for borrowed money) entered
into in the ordinary course of business or to secure
obligations on surety or appeal bonds; and

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<PAGE> 54
(h) Judgment Liens in existence less
than 30 days after the entry thereof or with respect
to which execution has been stayed or the payment of
which is covered in full (subject to a customary
deductible) by insurance maintained with responsible
insurance companies.

SECTION 7.2.4. FINANCIAL CONDITION. The Borrower will
not permit:

(a) Its Leverage Ratio at any time
during the periods set forth below to be greater than
the ratio set forth opposite such periods:

<TABLE>
<CAPTION>
Period Maximum Leverage Ratio
------ ----------------------
<S> <C>
Effective Date - 12/31/96 4.50:1
1/1/97 - 09/30/98 4.00:1
10/1/98 and thereafter 3.50:1
</TABLE>

(b) Its Interest Coverage Ratio at any
time to be less than 2.00:1.

(c) Its Pro-Forma Debt Service Ratio at
any time beginning on the Effective Date and
continuing through December 31, 1997 to be less than
1.25:1, and will not permit the Pro-Forma Debt
Service Ratio at any time thereafter to be less than
1.50:1.

SECTION 7.2.5. INVESTMENTS. The Borrower will not,
and will not permit any of its Subsidiaries to, make, incur,
assume or suffer to exist any Investment in any other Person,
except (without duplication):

(a) the Investments existing on the
Effective Date and described in Item 7.2.5(a)
("ONGOING INVESTMENTS") of the Disclosure Schedule;

(b) Investments permitted as Capital
Expenditures; and

provided, however, that any Investment which when made complies with the
requirements of the definition of the term "CASH EQUIVALENT INVESTMENT" may
continue to be held notwithstanding that such Investment if made thereafter
would not comply with such requirements.

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<PAGE> 55
SECTION 7.2.6. RESTRICTED PAYMENTS, ETC. On and at
all times after the Effective Date:

(a) the Borrower will not, and will not
permit any of its Subsidiaries to, declare, pay or
make any dividend or distribution (in cash, property
or obligations) with respect to any partnership
interest of the Borrower or stock of the Subsidiaries
or on account of the purchase, redemption, retirement
or acquisition of any partnership interest of the
Borrower or stock of the Subsidiaries; and

(b) the Borrower will not, and will not
permit any of its Subsidiaries to, make any deposit
for any of the foregoing purposes.

SECTION 7.2.7. MANAGEMENT FEES, ALLOCATED OVERHEAD
AND GENERAL PARTNER ADVANCES. The Borrower will not, and will
not permit any of its Subsidiaries to, pay any amounts with
respect to Management Fees, Allocated Expenses or General
Partner Advances if, either before or after giving effect to
such payments, a Default shall have occurred and be
continuing, or if such payments violate the terms of the
Subordination Agreement.

SECTION 7.2.8. CONSOLIDATION, MERGER, ETC. The
Borrower will not, and will not permit any of its Subsidiaries
to, liquidate or dissolve, consolidate with, or merge into or
with, any other corporation, or purchase or otherwise acquire
all or substantially all of the assets of any Person (or of
any division thereof) except:

(a) any such Subsidiary may liquidate or
dissolve voluntarily into, and may merge with and
into, the Borrower or any other Subsidiary, and the
assets or stock of any Subsidiary may be purchased or
otherwise acquired by the Borrower or any other
Subsidiary; and

(b) so long as no Default has occurred
and is continuing or would occur after giving effect
thereto, the Borrower or any of its Subsidiaries may
purchase all or substantially all of the assets of
any Person, or acquire such Person by merger,
provided that such purchase or acquisition (i) is not
a Material Acquisition, and (ii) involves a Person or
assets of a Person engaged in the CATV or SMATV
business.

SECTION 7.2.9. ASSET DISPOSITIONS, ETC. The Borrower
will not, and will not permit any of its Subsidiaries to,
sell, transfer,

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<PAGE> 56
lease, contribute or otherwise convey, or grant options,
warrants or other rights with respect to, all or any portion
of its assets (including accounts receivable and capital stock
of any Subsidiaries) to any Person, unless after giving effect
to such transactions, individually or in the aggregate, the
number of Basic Subscribers would not decrease by 25% or more
from the number of Basic Subscribers immediately prior to such
transaction and no Default or Event of Default exists or would
exist after giving effect to such transactions.

SECTION 7.2.10. MODIFICATION OF CERTAIN AGREEMENTS.
The Borrower will not consent to any amendment, supplement or
other modification of any of the terms or provisions contained
in, or applicable to, its Partnership Agreement or the
Subordination Agreement.

SECTION 7.2.11. TRANSACTIONS WITH AFFILIATES. Except
for Management Fees, Allocated Overhead and General Partner
Advances, payable in accordance with Section 7.2.7 and the
terms of the Subordination Agreement, the Borrower will not,
and will not permit any of its Subsidiaries to, enter into, or
cause, suffer or permit to exist any arrangement or contract
with any of its Affiliates other than those permitted by
Section 2.2(n) of the Partnership Agreement, and any
arrangement or contract which is fair and equitable to the
Borrower or such Subsidiary and is an arrangement or contract
of the kind which would be entered into by a prudent Person in
the position of the Borrower or such Subsidiary with a Person
which is not one of its Affiliates.

SECTION 7.2.12. NEGATIVE PLEDGES, RESTRICTIVE
AGREEMENTS, ETC. The Borrower will not, and will not permit
any of its Subsidiaries to, enter into any agreement
(excluding this Agreement, any other Loan Document and any
agreement governing any Indebtedness permitted by clause (d)
of Section 7.2.2 as to the assets financed with the proceeds
of such Indebtedness) prohibiting:

(a) the creation or assumption of any
Lien upon properties, revenues or assets, whether now
owned or hereafter acquired, or the ability of the
Borrower to amend or otherwise modify this Agreement
or any other Loan Document; or

(b) the ability of any Subsidiary to
make any payments, directly or indirectly, to the
Borrower by way of dividends, advances, repayments of
loans or advances,

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<PAGE> 57
reimbursements of management and other intercompany
charges, expenses and accruals or other returns on
investments, or any other agreement or arrangement
which restricts the ability of any such Subsidiary to
make any payment, directly or indirectly, to the
Borrower.

SECTION 7.2.13. NO CREATION OF PENSION PLANS. The
Borrower will not, and will not permit any of its Subsidiaries
to, establish or maintain or become obligated to make
contributions to any Plan or multiemployer Plan.

SECTION 7.2.14. ACQUISITION OF REAL PROPERTY
INTERESTS. At any time on or after the Effective Date, the
Borrower will not, and will not permit its Subsidiaries to,
acquire (i) any fee or leasehold interest in real property
(other than any such interest owned by the Borrower as of the
Effective Date) with a fair market value in excess of
$1,000,000, or (ii) any fee or leasehold interest in real
property (other than any such interest owned by the Borrower
as of the Effective Date) if the fair market value of such
interest when added together with the fair market value of all
other such interests, would exceed $1,000,000; unless prior to
or contemporaneous with such acquisition, the Borrower, at his
own cost and expense, takes all steps necessary to grant the
Agent, for the benefit of the Lenders, a first priority
mortgage Lien thereon and, in the case of real property, the
Borrower also obtains title insurance coverage in an amount,
containing such terms and exceptions and issued by an
insurance company, acceptable to the Agent in the Agent's
reasonable discretion, with respect to such property and such
legal opinions with respect thereto as the Agent may
reasonably request.

ARTICLE 8.
EVENTS OF DEFAULT

SECTION 8.1. LISTING OF EVENTS OF DEFAULT. Each of the
following events or occurrences described in this Section 8.1 shall
constitute an "EVENT OF DEFAULT".

SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. The
Borrower shall default in the payment or prepayment when due
of any principal of any Loan, or the Borrower shall default
(and such default shall continue unremedied for a period of
three Business Days or more) in the payment when due of any
interest on any Loan, or the Borrower shall default (and such
default shall continue unremedied for a period of five days or
more) in the payment when due of any commitment fee or any
other Obligation.

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SECTION 8.1.2. BREACH OF WARRANTY. Any representation
or warranty of the Borrower made or deemed to be made
hereunder or in any other Loan Document or any other writing
or certificate furnished by or on behalf of the Borrower to
the Agent or any Lender for the purposes of or in connection
with this Agreement or any such other Loan Document (including
any certificates delivered pursuant to Article V) or any
representation or warranty made by the General Partner in the
Subordination Agreement is or shall be incorrect when made in
any material respect.

SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS
AND OBLIGATIONS. The Borrower shall default in the due
performance and observance of any of its obligations under
Section 7.1.2(a) (with respect only to maintenance and
preservation of partnership existence) or Section 7.2 or the
Borrower or the General Partner shall default in the due
performance and observance of their respective obligations
under the Subordination Agreement or Section 4.1 of the
Security Agreement.

SECTION 8.1.4. NON-PERFORMANCE OF THE OTHER COVENANTS
AND OBLIGATIONS. The Borrower shall default in the due
performance and observance of any other agreement contained
herein or in any other Loan Document, and such default shall
continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Agent or
any Lender.

SECTION 8.1.5. DEFAULT ON OTHER INDEBTEDNESS. A
default shall occur in the payment when due (subject to any
applicable grace period), whether by acceleration or
otherwise, of any Indebtedness (other than Indebtedness
described in Section 8.1.1) having, individually or in the
aggregate, a principal amount in excess of $250,000 of the
Borrower or any of its Subsidiaries, or a default shall occur
in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of
such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any
applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such
holders, to cause such Indebtedness to become due and payable
prior to its expressed maturity.

SECTION 8.1.6. JUDGMENTS. Any judgment or order for
the payment of money in excess of $100,000 (unless fully
covered by insurance (subject to a reasonable and customary
deductible) where liability has been admitted by the
applicable insurance carrier)

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shall be rendered against the Borrower or any of its
Subsidiaries and either:

(a) enforcement proceedings shall have
been commenced by any creditor upon such judgment or
order; or

(b) there shall be any period of 30
consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect.

SECTION 8.1.7. CHANGE IN CONTROL. Any Change in
Control shall occur.

SECTION 8.1.8. BANKRUPTCY, INSOLVENCY, ETC. The
Borrower, any of its Subsidiaries or the General Partner
shall:

(a) become insolvent or generally fail
to pay, or admit in writing its inability or
unwillingness to pay, debts as they become due;

(b) apply for, consent to, or acquiesce
in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Borrower, any
of its Subsidiaries or the General Partner or any
property of any thereof, or make a general assignment
for the benefit of creditors;

(c) in the absence of such application,
consent or acquiescence, permit or suffer to exist
the appointment of a trustee, receiver, sequestrator
or other custodian for the Borrower, any of its
Subsidiaries or the General Partner or for a
substantial part of the property of any thereof, and
such trustee, receiver, sequestrator or other
custodian shall not be discharged within 60 days,
provided that the Borrower, each Subsidiary and the
General Partner hereby expressly authorize the Agent
and each Lender to appear in any court conducting any
relevant proceeding during such 60-day period to
preserve, protect and defend their rights under the
Loan Documents;

(d) permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of
the Borrower, any of its Subsidiaries or the General
Partner, and, if any such cage or proceeding is not
commenced by the Borrower, such Subsidiary or the
General Partner,

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such case or proceeding shall be consented to or
acquiesced in by the Borrower, such Subsidiary or the
General Partner or shall result in the entry of an
order for relief or shall remain for 60 days
undismissed, provided that the Borrower, each
Subsidiary and the General Partner hereby expressly
authorizes the Agent and each Lender to appear in any
court conducting any such case or proceeding during
such 60 day period to preserve, protect and defend
their rights under the Loan Documents; or

(e) take any partnership or corporate
action authorizing, or in furtherance of, any of the
foregoing.

SECTION 8.1.9. PARTNERSHIP AGREEMENT. There shall
occur any default under the Partnership Agreement.

SECTION 8.1.10. IMPAIRMENT OF SECURITY, ETC. Any Loan
Document (or, in the case of the General Partner, the
Subordination Agreement), or any Lien granted thereunder,
shall (except in accordance with its terms), in whole or in
part, terminate, cease to be effective or cease to be the
legally valid, binding and enforceable obligation of the
Borrower (or, in the case of the Subordination Agreement, the
General Partner), the Borrower, the General Partner or any
other party shall, directly or indirectly, contest in any
manner such effectiveness, validity, binding nature or
enforceability, or any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien,
subject only to those exceptions expressly permitted by such
Loan Document.

SECTION 8.1.11. FAILURE TO OBTAIN OR CESSATION OF
AUTHORIZATION, ETC. Any consent, approval, exemption,
registration, qualification, designation, declaration, filing,
or other action or undertaking now or hereafter obtained in
connection with this Agreement (other than matters referred to
in Section 8.1.12 hereof), the Notes or the other Loan
Documents or any such action or undertaking now or hereafter
necessary or advisable to make this Agreement, the Notes or
the other Loan Documents legal, valid, enforceable and
admissible in evidence is not obtained or shall have ceased to
be in full force and effect or shall have been modified or
amended or shall have been held to be illegal or invalid and
the Borrower shall have been unsuccessful in curing such
illegality or invalidity within a reasonable time and the
Required Lenders shall have determined in good faith (which
determination shall be conclusive) that such event or
occurrence may have a material adverse effect on the Agent's
or the Lenders' rights under this Agreement, any Note or any
other Loan Document.

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SECTION 8.1.12. FRANCHISE AGREEMENT. Any Franchise
Agreement(s) pursuant to which the Borrower serves more than
5% of the Basic Subscribers or any other license, permit,
lease, easement, conduit occupancy right, Pole Agreement,
certificate, consent, approval, authorization or agreement
granted by the FCC or by any other Official Body with
jurisdiction over the Cable Systems or by any public utility
or third party lessor, whether presently existing or hereafter
granted to or obtained by the Borrower, the cancellation or
termination of which would have a material adverse effect on
the Borrower or the continued operation of the Cable Systems
viewed as a whole (collectively, for purposes of this Section
8.1.12, "MATERIAL AGREEMENT"), shall expire without renewal or
shall be suspended or revoked, and shall not be replaced, or
the Borrower shall become subject to any injunction or other
order with respect to, such Franchise Agreement or Material
Agreement that materially adversely affects or which is
reasonably likely to materially adversely affect (both in the
sole reasonable judgment of the Required Lenders) the
business, operations, financial condition or prospects (with
respect to the Borrower's ability to pay or repay the
Obligations) of the Borrower.

SECTION 8.2. ACTION IF BANKRUPTCY. If any Event of Default
described in clauses (a) through (d) of Section 8.1.8 shall occur, the
Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become
immediately due and payable, without notice or demand.

SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT. If any Event of
Default (other than any Event of Default described in clauses (a)
through (d) of Section 8.1.8) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Agent, upon the
direction of the Required Lenders, shall by notice to the Borrower
declare all or any portion of the outstanding principal amount of the
Loans and other Obligations to be due and payable and/or the
Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or
presentment, and/or, as the case may be, the Commitments shall
terminate.

ARTICLE 9.
THE AGENT

SECTION 9.1. ACTIONS. Each Lender hereby appoints Shawmut as
it its Agent under and for purposes of this Agreement, the Notes and
each

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other Loan Document. Each Lender authorizes the Agent to act on behalf
of such Lender under this Agreement, the Notes and each other Loan
Document and, in the absence of other written instructions from the
Required Lenders received from time to time by the Agent (with respect
to which the Agent agrees that it will comply, except as otherwise
provided in this Section or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Agent by the terms hereof and thereof,
together with such powers as may be reasonably incidental thereto.
Each Lender hereby indemnifies (which indemnity shall survive any
termination of this Agreement) the Agent, pro rata according to such
Lender's Percentage, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or
nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, the Agent in any way relating to or arising out of
this Agreement, the Notes and any other Loan Document, including
reasonable attorneys' fees; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are
determined by a court of competent jurisdiction in a final proceeding
to have resulted solely from the Agent's gross negligence or willful
misconduct. The Agent shall not be required to take any action
hereunder, under the Notes or under any other Loan Document, or to
prosecute or defend any suit in respect of this Agreement, the Notes
or any other Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of the Agent shall be or
become, in the Agent's determination, inadequate, the Agent may call
for additional indemnification from the Lenders and cease to do the
acts indemnified against hereunder until such additional indemnity is
given.

SECTION 9.2. FUNDING RELIANCE, ETC. Unless the Agent shall
have been notified by telephone, confirmed in writing, by any Lender
by 5:00 p.m., Hartford, Connecticut time, on the day prior to a
Borrowing that such Lender will not make available the amount which
would constitute its Percentage of such Borrowing on the date
specified therefor, the Agent may assume that such Lender has made
such amount available to the Agent and, in reliance upon such
assumption, may make available to the Borrower a corresponding amount.
If and to the extent that such Lender shall not have made such amount
available to the Agent, such Lender and the Borrower severally agree
to repay the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date the Agent
made such amount available to the Borrower to the date such amount is
repaid to the Agent, in the case of the Borrower, at the rate of
interest then applicable for Base Rate Loans, and in the case of any
Lender, at the Federal Funds Rate.

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SECTION 9.3. EXCULPATION. Neither the Agent nor any of its
directors, officers, employees or agents shall be liable to any Lender
for any action taken or omitted to be taken by it under this Agreement
or any other Loan Document, or in connection herewith or therewith,
except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for
the effectiveness, enforceability, validity or due execution of this
Agreement or any other Loan Document, nor for the creation, perfection
or priority of any liens purported to be created by any of the Loan
Documents, or the validity, genuineness, enforceability, existence,
value or sufficiency of any collateral security, nor to make any
inquiry respecting the performance by the Borrower of its obligations
hereunder or under any other Loan Document. Any such inquiry which may
be made by the Agent shall not obligate it to make any further inquiry
or to take any action. The Agent shall be entitled to rely upon advice
of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Agent believes to be
genuine and to have been presented by a proper Person.

SECTION 9.4. SUCCESSOR. The Agent may resign as such at any
time. If the Agent at any time shall resign, the Borrower may appoint
another Lender as a successor Agent which shall thereupon become the
Agent hereunder, provided, however, that the appointment of any Lender
which was not a Lender on the Effective Date shall be subject to the
prior written approval of the Required Lenders, which approval shall
not be unreasonably withheld. If no successor Agent shall have been so
appointed by the Borrower, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving notice of
resignation, then the retiring Agent may, on behalf of the Borrower,
appoint a successor Agent, which shall be one of the Lenders or a
commercial banking institution organized or licensed under the laws of
the U.S. (or any State thereof) or a U.S. branch or agency of a
commercial banking institution, and having combined capital, surplus
and undivided profits of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such
successor Agent shall be entitled to receive from the retiring Agent
such documents of transfer and assignment as such successor Agent may
reasonably request, and shall thereupon succeed to and become vested
with all rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's
resignation hereunder as the Agent, the provisions of

(a) this Article IX shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was
the Agent under this Agreement; and

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(b) Section 10.3 and Section 10.4 shall continue
to inure to its benefit.

SECTION 9.5. LOANS BY SHAWMUT. Shawmut shall have the same
rights and powers with respect to (x) the Loans made by it or any of
its Affiliates, and (y) the Notes held by it or any of its Affiliates
as any other Lender and may exercise the same as if it were not the
Agent. Shawmut and its Affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with, the Borrower or
any Subsidiary or Affiliate of the Borrower as if Shawmut were not the
Agent hereunder.

SECTION 9.6. CREDIT DECISIONS. Each Lender acknowledges that
it has, independently of the Agent and each other Lender, and based on
such Lender's review of the financial information of the Borrower,
this Agreement, the other Loan Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents,
information and investigations as such Lender has deemed appropriate,
made its own credit decision to extend its Commitments. Each Lender
also acknowledges that it will, independently of the Agent and each
other Lender, and based on such other documents, information and
investigations as it shall deem appropriate at any timer continue to
make its own credit decisions as to exercising or not exercising from
time to time any rights and privileges available to it under this
Agreement or any other Loan Document

SECTION 9.7. DEFAULTING LENDERS. Notwithstanding anything to
the contrary contained in this Agreement or any of the other Loan
Documents, any Lender that fails (i) to make available to the Agent
its pro rata share of any Loan or (ii) to comply with the provisions
of Section 4.8 with respect to making dispositions and arrangements
with the other Lenders, where such Lender's share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata
share of such payments due and payable to all of the Lenders, in each
case as, when and to the full extent required by the provisions of
this Credit Agreement, shall be deemed delinquent (a "DELINQUENT
LENDER") and shall be deemed a Delinquent Lender until such time as
such delinquency is satisfied. A Delinquent Lender shall be deemed to
have assigned any and all payments due to it from the Borrower,
whether on account of outstanding Loans, interest, fees or otherwise,
to the remaining nondelinquent Lenders for application to, and
reduction of, their respective pro rata shares of all outstanding
Loans. The Delinquent Lender hereby authorizes the Agent to distribute
such payments to the nondelinquent Lenders in proportion to their
respective pro rata shares of all outstanding Loans. A Delinquent
Lender shall be deemed to have satisfied in full a delinquency when
and if, as a result of application of the

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assigned payments to all outstanding Loans of the nondelinquent
Lenders, the Lenders' respective pro rata shares of all outstanding
Loans have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.

SECTION 9.8. HOLDERS OF NOTES. The Agent may deem and treat
the payee of any Note as the absolute owner or purchaser thereof for
all purposes hereof until it shall have been furnished in writing with
a different name by such payee or by a subsequent holder, assignee or
transferee.

SECTION 9.9. DISCLOSURE. The Borrower agrees that in addition
to disclosures made in accordance with standard and customary banking
practices any Lender may disclose information obtained by such Lender
pursuant to this Agreement to assignees or participants and potential
assignees or participants hereunder; provided that such assignees or
participants or potential assignees or participants shall agree (a) to
treat in confidence such information unless such information otherwise
becomes public knowledge, (b) not to disclose such information to a
third party, except as required by law or legal process and (c) not to
make use of such information for purposes of transactions unrelated to
such contemplated assignment or participation.

SECTION 9.10. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE
BORROWER. If any assignee Lender is an Affiliate of the Borrower, then
any such assignee Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of
granting consents or waivers or for purposes of agreeing to amendments
or other modifications to any of the Loan Documents or for purposes of
making requests to the Agent pursuant to Section 8.3, and the
determination of the Required Lenders shall for all purposes of this
Agreement and the other Loan Documents be made without regard to such
assignee Lender's interest in any of the Loans. If any Lender sells a
participating interest in any of the Loans to a participant, and such
participant is the Borrower or an Affiliate of the Borrower, then such
transferor Lender shall promptly notify the Agent of the sale of such
participation. A transferor Lender shall have no right to vote as a
Lender hereunder or under any of the other Loan Documents for purposes
of granting consents or waivers or for purposes of agreeing to
amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Agent pursuant to Section 8.3 to
the extent that such participation is beneficially owned by the
Borrower or any Affiliate of the Borrower, and the determination of
the Required Lenders shall for all purposes of this Agreement and the
other Loan Documents be made without regard to the interest of such
transferor Lender in the Loans to the extent of such participation.

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SECTION 9.11. COPIES, ETC. The Agent shall give prompt notice
to each Lender of each notice or request required or permitted to be
given to the Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the
Borrower). The Agent will distribute to each Lender each document or
instrument received for its account and copies of all other
communications received by the Agent from the Borrower for
distribution to the Lenders by the Agent in accordance with the terms
of this Agreement.

ARTICLE 10.
MISCELLANEOUS PROVISIONS

SECTION 10.1. WAIVERS, AMENDMENTS, ETC. The provisions of this
Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver
is in writing and consented to by the Borrower and the Required
Lenders; provided, however, that no such amendment, modification or
waiver which would:

(a) modify any requirement hereunder that any
particular action be taken by all the Lenders or by the
Required Lenders shall be effective unless consented to by
each Lender;

(b) modify this Section 10.1, change the
definition of "REQUIRED LENDERS", increase any Commitment
Amount or change the Percentage of any Lender, reduce any fees
described in Article III, release any collateral security,
except as otherwise specifically provided in any Loan Document
or extend any Commitment Termination Date shall be made
without the consent of each Lender and each holder of a Note;

(c) extend the due date for, or reduce or forgive
the amount of, any scheduled reduction of the Commitment
Amount or any scheduled repayment or prepayment of principal
of or interest on any Loan (or reduce the principal amount of
or rate of interest on any Loan) shall be made without the
consent of the holder of that Note evidencing such Loan; or

(d) affect adversely the interests, rights or
obligations of the Agent qua the Agent shall be made without
consent of the Agent

No failure or delay on the part of the Agent, any Lender or the holder of any
Note in exercising any power or right under this Agreement or any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on
the

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Borrower in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by the Agent, any Lender or the
holder of any Note under this Agreement or any other Loan Document shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 10.2. NOTICES. All notices and other communications
provided to any party hereto under this Agreement or any other Loan
Document shall be in writing or by Telex or by facsimile and
addressed, delivered or transmitted to such party at its address,
Telex or facsimile number set forth below its signature hereto or, if
applicable, set forth in such Lender's Lender Assignment Agreement or
at such other address, Telex or facsimile number as may be designated
by such party in a notice to the other parties. Any notice, if mailed
and properly addressed with postage prepaid or if properly addressed
and sent by prepaid courier service, shall be deemed given when
received; any notice, if transmitted by Telex or facsimile, shall be
deemed given when transmitted (answerback confirmed in the case of
Telexes).

SECTION 10.3. PAYMENT OF COSTS AND EXPENSES. The Borrower
agrees to pay on demand all reasonable expenses of the Agent
(including the fees and reasonable out-of-pocket expenses of counsel
to the Agent and of local counsel) in connection with:

(a) the negotiation, preparation, syndication,
execution and delivery of this Agreement and of each other
Loan Document, including schedules and exhibits, and any
amendments, waivers, consents, supplements or other
modifications to this Agreement or any other Loan Document as
may from time to time hereafter be required, whether or not
the transactions contemplated hereby are consummated;

(b) the filing, recording, refiling or
rerecording of the Security Agreement and any Uniform
Commercial Code financing statements relating thereto and all
amendments, supplements and modifications to any thereof and
any and all other documents or instruments of further
assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof or of the Security Agreement;
and

(c) the preparation and review of the form of any
document or instrument relevant to this Agreement or any other
Loan Document.

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The Borrower further agrees to pay, and to save the Agent and the Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Agreement, the borrowings
hereunder, or the issuance of the Notes or any other Loan Documents. The
Borrower also agrees to reimburse the Agent and each Lender upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
disbursements) incurred by the Agent or such Lender in connection with (x) the
negotiation of any restructuring or "WORK-OUT", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations.

SECTION 10.4. INDEMNIFICATION. In consideration of the
execution and delivery of this Agreement by each Lender and the
extension of the Commitments, the Borrower hereby indemnifies,
exonerates and holds the Agent and each Lender and each of their
respective officers, directors, employees and agents (collectively,
the "INDEMNIFIED PARTIES") free and harmless from and against any and
all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective
of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "INDEMNIFIED
LIABILITIES"), incurred by the Indemnified Parties or any of them as a
result of, or arising out of, or relating to:

(a) any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of
any Loan;

(b) the entering into and performance of this
Agreement and any other Loan Document by any of the
Indemnified Parties (including any action brought by or on
behalf of the Borrower as the result of any determination by
the Required Lenders pursuant to Article V not to fund any
Borrowing);

(c) any investigation, litigation or proceeding
related to any environmental cleanup, audit, compliance or
other matter relating to the protection of the environment or
the Release by the Borrower or any of its Subsidiaries of any
Hazardous Materials; or

(d) the presence on or under, or the escape,
seepage, leakage, spillage, discharge, emission, discharging
or releases from, any real property owned or operated by the
Borrower or any of its Subsidiaries of any Hazardous Materials
(including any losses, liabilities, damages, injuries, costs,
expenses or claims asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control
of, the Borrower or such Subsidiaries,

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except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party solely by reason of the relevant Indemnified
Party's gross negligence or willful misconduct. If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.

SECTION 10.5. SURVIVAL. The Obligations of the Borrower under
Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the
Lenders under Section 9 shall in each case survive any termination of
this Agreement, the payment in full of all of the Obligations and the
termination of all of the Commitments. The representations and
warranties made by the Borrower and the General Partner in this
Agreement and in each other Loan Document shall survive the execution
and delivery of this Agreement and each such other Loan Document.

SECTION 10.6. SEVERABILITY. Any provision of this Agreement or
any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or
such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

SECTION 10.7. HEADINGS. The various headings of this Agreement
and of each other Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or
such other Loan Document or any provisions hereof or thereof.

SECTION 10.8. EXECUTION IN COUNTERPARTS, EFFECTIVENESS. This
Agreement may be executed by the parties hereto in several
counterparts, by hand or facsimile signatures, each of Which shall be
deemed to be an original and all of which, when taken together, shall
constitute one and the same agreement. This Agreement shall become
effective when counterparts hereof executed on behalf of the Borrower,
the General Partner and each Lender (or notice thereof satisfactory to
the Agent) shall have been received by the Agent and notice thereof
shall have been given by the Agent to the Borrower, the General
Partner and each Lender.

SECTION 10.9. GOVERNING IN LAW; ENTIRE AGREEMENT. THIS
AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF CONNECTICUT WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF. This Agreement, the Notes and the other

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Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any
prior agreements, written or oral, with respect thereto.

SECTION 10.10. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns provided, however, that:

(a) the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written
consent of the Agent and all Lenders; and

(b) the rights of sale, assignment and transfer
of the Lenders are subject to Section 10.11.

SECTION 10.11. SALE AND TRANSFER OF LOANS AND NOTES;
PARTICIPATION IN LOANS AND NOTES. Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other
Persons in accordance with this Section 10.11.

SECTION 10.11.1. ASSIGNMENTS. Any Lender may at any
time assign and delegate to one or more commercial banks or
other financial institutions (each Person to whom such
assignment and delegation is to be made, being hereinafter
referred to as an "ASSIGNEE LENDER"), a percentage of such
Lender's total Loans and Commitments (which assignment and
delegation shall be of a constant, and not a varying,
percentage of the assigning Lender's Loans and Commitments);
provided, that, (i) the aggregate principal amount of Loans
and Commitments to be assigned at any one time is at least
equal to $5,000,000.00, (ii) after giving effect to any such
assignment, in the case of Shawmut, Shawmut shall continue to
be the registered holder of an aggregate principal amount of
Loans and Commitments at least equal to $12,500,000.00
multiplied by a fraction the numerator of which is equal to
$25,000,000 minus the aggregate principal amount of scheduled
repayments of Loans made by the Borrower as, of the time of
the assignment and the denominator of which is $25,000,000,
(iii) Shawmut (or any subsequent Lender who is Agent) shall
never hold an aggregate principal amount of Loans and
Commitments which is less than any other lender holds and
(iv), in the case of a Lender, such Lender shall continue to
be the registered holder of at least fifty percent (50%) of
the aggregate principal amount of Loans and Commitments
originally held by such Lender. Each Assignee Lender must
furnish if applicable, the withholding tax exemption forms
required under Section 4.6. Additionally, the Borrower and the
Agent shall be entitled to continue to deal solely and
directly

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<PAGE> 71
with such Lender in connection with the interests so assigned
and delegated to an Assignee Lender until:

(a) written notice of such assignment and
delegation, together with payment instructions, addresses and
related information with respect to such Assignee Lender,
shall have been given to the Borrower and the Agent by such
Lender and such Assignee Lender;

(b) such Assignee Lender shall have executed and
delivered to the Borrower and the Agent a Lender Assignment
Agreement, accepted by the Agent; and

From and after the date that the Agent accepts a Lender Assignment Agreement,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have
been assigned and delegated to such Assignee Lender in connection with such
Lender Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents; and (y) the assigning Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Within five Business Days after its receipt of notice that the Agent has
received an executed Lender Assignment Agreement, the Borrower shall execute
and deliver to the Agent (for delivery to the relevant Assignee Lender) new
Notes evidencing such Assignee Lender's assigned Loans and Commitments and, if
the assigning Lender has retained Loans and Commitments hereunder, replacement
Notes in the principal amount of the Loans and Commitments retained by the
assigning Lender hereunder (such Notes to be in exchange for, but not in
payment of, those Notes then held by the assigning Lender). Each such Note
shall be dated the date of the predecessor Notes. The assigning Lender shall
mark the predecessor Notes "EXCHANGED" and deliver them to the Borrower.
Accrued interest on that part of the predecessor Notes evidenced by the new
Notes, and accrued fees, shall be paid as provided in the Lender Assignment
Agreement. Accrued interest on that part of the predecessor Notes evidenced by
the replacement Notes shall be paid to the assigning Lender. Accrued interest
and accrued fees shall be paid at the same time or time provided in the
predecessor Notes and in this Agreement. The assigning Lender or the Assignee
Lender must also pay a processing fee to the Agent upon delivery of any Lender
Assignment Agreement in the amount of $2,500. Any attempted assignment and
delegation not made in accordance with this Section 10.11.1 shall be null and
void. Nothing in this Section 10.11.1 shall prevent or prohibit any Lender from
pledging its rights (but not its obligations

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<PAGE> 72
to make Loans) under this Agreement and/or its Loans and/or its Notes hereunder
to a Federal Reserve Bank in support of borrowings made by such Lender from
such Federal Reserve Bank.

SECTION 10.11.2. PARTICIPATIONS. Any Lender may at
any time sell to one or more commercial banks or other Persons
(each of such commercial banks and other Persons being herein
called a "PARTICIPANT") participating interests in any of the
Loans, Commitments, or other interests of such Lender
hereunder; provided, however, that:

(a) no participation contemplated in
this Section 10.11.2 shall relieve such Lender from
its Commitments or its other obligations hereunder or
under any other Loan Document;

(b) such Lender shall remain solely
responsible for the performance or its Commitments
and such other obligations;

(c) the Borrower and the Agent shall
continue to deal solely and directly with such Lender
in connection with such Lender's rights and
obligations under this Agreement and each of the
other Loan Documents;

(d) no Participant, unless such
Participant is an Affiliate of such Lender, or is
itself a Lender, shall be entitled to require such
Lender to take or refrain from taking any action
hereunder or under any other Loan Document, except
that such Lender may agree with any Participant that
such Lender will not, without such Participant's
consent, take any action of the type described in
clause (b) or (c) of Section 10.1; and

(e) the Borrower shall not be required
to pay any amount under Section 4.6 that is greater,
than the amount which it would have been required to
pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
Lender

SECTION 10.12. OTHER TRANSACTIONS. Nothing contained herein
shall preclude the Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or
any other Loan Document, with the Borrower or any of its Affiliates in
which

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<PAGE> 73
the Borrower or such Affiliate is not restricted hereby from engaging
with any other Person.

SECTION 10.13. NONRECOURSE OBLIGATIONS. Anything contained in
this Agreement, the Notes or the other Loan Documents to the contrary
notwithstanding, in any action or proceeding brought on this
Agreement, the Notes, the other Loan Documents or the Indebtedness
evidenced by the Notes, no deficiency judgment shall be enforced
against the separate assets of the General Partner (other than
distributions to the General Partner made in violation of Section
7.2.6 or 7.2.7 hereof), and the liability of the General Partner for
any amounts due under this Agreement, the Notes and the other Loan
Documents shall be limited to the interest of the General Partner in
the collateral described in the Loan Documents, its interest in any
other assets of the Borrower and any distributions made in violation
of Section 7.2.6 or 7.2.7. Subject to the preceding sentence, the
Agent may join any present or future general partners of the Borrower
in their capacities as general partners, as defendants in any legal
action it undertakes to enforce the Agent's and the Lenders' rights
and remedies under this Agreement, the Notes and the other Loan
Documents. Notwithstanding the foregoing, nothing set forth herein
shall be deemed to prohibit the Agent and the Lenders from taking
legal action(s) and enforcing any judgment arising therefrom against a
present or future general partner of the Borrower arising by reason of
any fraud or intentional misconduct of such general partner.

SECTION 10.14. CONSENT TO JURISDICTION. THE BORROWER HEREBY
AGREES THAT ANY LITIGATION BROUGHT BY THE AGENT OR THE LENDERS AND
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
AGENT, THE LENDERS, THE GENERAL PARTNER OR THE BORROWER SHALL BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF CONNECTICUT OR IN
THE UNITED STATES DISTRICT COURT FOR CONNECTICUT; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF CONNECTICUT AND OF THE UNITED STATES
DISTRICT COURT FOR CONNECTICUT FOR THE PURPOSE OF ANY SUCH LITIGATION
AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION.

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<PAGE> 74
THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE TO THE
BORROWER'S ADDRESS PROVIDED HEREIN. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER
MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

SECTION 10.15. WAIVER OF JURY TRIAL, ETC. THE AGENT, THE
LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS, THE GENERAL PARTNER OR
THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT
AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN
THE FIRST SENTENCE OF THIS SECTION 10.15 ANY SPECIAL, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES IN THE ABSENCE OF A COURT OF COMPETENT
JURISDICTION'S FINAL NON-APPEALABLE FINDING THAT SUCH CLAIM AROSE
SOLELY AS A DIRECT RESULT OF THE AGENT'S AND/OR LENDERS' NEGLIGENCE OR
WILLFUL MISCONDUCT AND, IN THE CASE OF SUCH A FINDING, THE AGENT OR
LENDERS, AS THE CASE MAY BE, SHALL PAY ALL REASONABLE ATTORNEY'S

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<PAGE> 75
FEES AND COSTS INCURRED BY THE BORROWER IN CONNECTION WITH SUCH
FINDINGS. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE AGENT OR THE LENDERS HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE AGENT OR THE LENDERS WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS
HAVE BEEN INDUCED TO ENTER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
TO WHICH THEY ARE A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED HEREIN.

SECTION 10.16. PREJUDGMENT REMEDY WAIVER. THE BORROWER
ACKNOWLEDGES THAT THE FINANCING EVIDENCED HEREBY IS A COMMERCIAL
TRANSACTION WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT
GENERAL STATUTES. THE BORROWER HEREBY WAIVES ITS RIGHT TO NOTICE AND
PRIOR COURT HEARING OR COURT ORDERED UNDER CONNECTICUT GENERAL
STATUTES SECTIONS 52-a ET. SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR
FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE AGENT
AND/OR LENDERS MAY EMPLOY TO ENFORCE THEIR RIGHTS AND REMEDIES
HEREUNDER. MORE SPECIFICALLY, THE BORROWER ACKNOWLEDGES THAT THE
AGENT'S AND/OR LENDERS' ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL
STATUTES SECTION 52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY
WITHOUT SECURING A COURT ORDER. THE BORROWER ACKNOWLEDGES AND RESERVES
ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT
FOR PREJUDGMENT REMEDY AS AFORESAID AND THE AGENT AND LENDERS
ACKNOWLEDGES BORROWER'S RIGHT TO SAID HEARING SUBSEQUENT TO THE
ISSUANCE OF SAID WRIT.

[Remainder of page intentionally left blank]

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<PAGE> 76
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.

Signed, Sealed and Delivered
In the Presence Of:
CABLE TV FUND 11-B, LTD.
By: Jones Intercable, Inc.,
Its General Partner

/s/ KATHERINE A. LEVOY By: /s/ J. ROY POTTLE
- ---------------------------- --------------------------
Name: J. Roy Pottle
Title: Treasurer
/s/ DOLORES M. GILLESPIE Address: 9697 East Mineral Avenue
- ---------------------------- Englewood, CO 80112
Facsimile: (303) 790-7324

SHAWMUT BANK CONNECTICUT, N.A.,
Individually and as Agent

By: /s/ ROBERT F. WEST
- ---------------------------- --------------------------
Name: Robert F. West
Title: Director
Address: 777 Main Street
- ---------------------------- Hartford, CT 06115
Facsimile: (203) 986-5367
Lender's Percentage: 50%

CREDIT LYONNAIS CAYMAN ISLAND
BRANCH

By: /s/ JAMES E. MORRIS
- ---------------------------- --------------------------
Name: James E. Morris
Title: Authorized Signature
Address: c/o Credit Lyonnais New York
- ---------------------------- Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3421
Lender's Percentage: 50%

-75-

<ARTICLE> 5

<S> <C>
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 325,270
<SECURITIES> 0
<RECEIVABLES> 554,478
<ALLOWANCES> (65,516)
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<BONDS> 23,807,849
<COMMON> 0
0
0
<OTHER-SE> 2,756,056
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<SALES> 0
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