NORTHLAND CABLE PROPERTIES SIX LTD PARTNERSHIP, PRES14A, 1999-12-06

NORTHLAND CABLE PROPERTIES SIX LTD PARTNERSHIP
PRES14A, 1999-12-06
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
(Name of the Registrant as Specified In Its Charter)

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
NORTHLAND COMMUNICATIONS CORPORATION
FN EQUITIES JOINT VENTURE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

1) Title of each class of securities to which transaction
applies:
LIMITED PARTNER INTERESTS (REGISTERED UNDER THE EXCHANGE
ACT), AND GENERAL PARTNER INTERESTS (NOT REGISTERED
UNDER THE EXCHANGE ACT)

2) Aggregate number of securities to which transaction applies:
29,784 UNITS (REPRESENTING ALL OF THE LIMITED PARTNER
INTERESTS, THE "UNITS"), AND ALL OF THE GENERAL PARTNER
INTERESTS

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

APPROXIMATELY $1,216.68 PER UNIT AND APPROXIMATELY
$8,493,037 FOR THE GENERAL PARTNER INTERESTS; BASED UPON
THE PROJECTED REGISTRANT/PARTNERSHIP NET CASH VALUE OF
$44,730,488 (AFTER RETURN OF LIMITED PARTNERS' INITIAL
CAPITAL CONTRIBUTIONS; 75% ATTRIBUTABLE TO THE UNITS,
AND 25% ATTRIBUTABLE TO THE GENERAL PARTNER INTERESTS)

4) Proposed maximum aggregate value of transaction: $44,730,848

5) Total fee paid: $8,946

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:
<PAGE> 2
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
1201 Third Avenue, Suite 3600
Seattle, Washington 98101

_______________, 2000

Dear Limited Partner:

You are cordially invited to attend a special meeting of the limited
partners of Northland Cable Properties Six Limited Partnership. The meeting will
be held at the Washington Mutual Tower, 1201 Third Avenue, Suite 3600, Seattle,
Washington, on March 22, 2000 at 3:00 p.m. local time. At the meeting, we will
ask you to consider a proposal to amend the partnership agreement of NCP-Six.
The amendment will authorize NCP-Six to enter into an agreement to sell and
distribute all its assets to Northland Communications Corporation (the managing
general partner of NCP-Six), or its assigns, to dissolve and wind up the affairs
of NCP-Six, and then to distribute the proceeds of the liquidation as determined
by the partnership agreement. The assets of NCP-Six include the cable television
franchises and systems of seven operating groups: Starkville, Philadelphia,
Kosciusko and Forest, Mississippi; Highlands, North Carolina; and Barnwell and
Bennettsville, South Carolina. The attached proxy statement describes the
proposed transaction in detail and provides additional pertinent information
about NCP-Six and Northland. WE URGE YOU TO READ CAREFULLY THE FULL TEXT OF THE
PROXY STATEMENT AND THE ATTACHED EXHIBITS.

(Throughout the attached proxy statement and other materials in this
package, when we use "we," "us" or "our" we refer to Northland Communications
Corporation and FN Equities Joint Venture, the two general partners of NCP-Six.
When we use "Northland," we refer to Northland Communications Corporation and
its subsidiaries, or its assigns, in its capacity as purchaser of the assets of
NCP-Six in the proposed transaction.)

Northland is proposing to acquire the assets from NCP-Six in a transaction
valued at $76 million. We evaluated the proposed transaction price after
considering the two independent appraisals we obtained for NCP-Six and after
considering bids for the purchase of the assets submitted by independent third
parties. The proposed valuation by Northland equals the highest independent
third-party bid, and is higher than both of the independent appraisals. For
further details, see "FAIRNESS OF THE TRANSACTION" beginning on page 28.

If the amendment is approved and the proposed transaction is consummated
pursuant to the asset purchase agreement, Northland will receive an in-kind
distribution of the portion of the assets that is attributable to its interest
in NCP-Six. Northland will pay for the remaining portion of the assets with cash
and a $3.8 million promissory note. The total value of the cash, promissory note
and in-kind distribution is $76 million. Within 90 days after the closing of the
transaction NCP-Six will be liquidated, and the cash proceeds will be
distributed to the limited partners and FN Equities Joint Venture, the
administrative general partner, in accordance with NCP-Six's limited partnership
agreement. The principal of the note, and accrued interest, will be due one year
from closing. Northland will be the sole obligor on the note, and some
obligations of Northland will be senior to the note. The note will be held in a
separate liquidating trust. Proceeds of the note will be distributed to the
limited partners and FN Equities Joint Venture. For further details, see "THE
PROPOSED TRANSACTION" on page 41.

To determine the amount of distributions that you will receive if the
proposed transaction is closed, three adjustments to the transaction valuation
of $76 million will be made. First, the gross valuation of $76 million will be
adjusted for advance payments and other liabilities assumed by Northland.
Second, the adjusted gross valuation will be adjusted for assets (such as cash
on hand) not purchased by Northland and liabilities not assumed by Northland.
Finally, that amount will be reduced by the net value of the in-kind
distribution of assets to Northland. For further details, see "PROJECTED CASH
AVAILABLE FROM LIQUIDATION" on page 18.

The proposed amendment will be adopted only if limited partners holding a
majority of limited partnership units vote to "APPROVE" the proposal. IF YOU DO
NOT APPROVE OF THE PROPOSED TRANSACTION, YOU SHOULD VOTE TO "DISAPPROVE" THE
AMENDMENT. Limited partnership units that we hold and units held by our
affiliates will not be counted in the vote. We and our affiliates hold 30 units
of the 29,784 units outstanding. If the limited partners do not approve the
proposed amendment, or if the transaction does not close, NCP-Six will continue
to own and operate the assets. You should be aware that pursuant to NCP-Six's
limited partnership agreement, NCP-Six's

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<PAGE> 3
current term will expire on December 31, 2001; accordingly if the transaction
does not close, we intend to solicit your vote to amend NCP-Six's limited
partnership agreement to extend the term.

If a majority of the limited partners approves the proposed amendment,
NCP-Six will be authorized to enter into an agreement to sell and distribute all
the partnership assets to Northland. Closing of the transaction will be subject
to standard closing conditions. We believe that all closing conditions will be
satisfied and, assuming limited partner approval, that the transaction will
close within 180 days of the special meeting. If the transaction does not close
within 180 days after the special meeting of limited partners, we will not sell
the assets to Northland or any other party without resoliciting limited partner
approval.

WE HAVE SIGNIFICANT CONFLICTS OF INTEREST IN MAKING THIS PROPOSAL, BECAUSE
NORTHLAND IS THE MANAGING GENERAL PARTNER OF NCP-SIX AND NORTHLAND (OR ONE OF
ITS AFFILIATES) WILL BE THE PURCHASER OF THE ASSETS OF NCP-SIX. WE URGE YOU TO
CAREFULLY REVIEW "CONFLICTS OF INTEREST," BEGINNING AT PAGE 38, BEFORE MAKING
YOUR DECISION ON THIS PROPOSAL.

We have not sought a fairness opinion on the proposed transaction.
However, we have received two independent appraisals on the assets and solicited
third-party bids. We believe that the terms for the disposition of the assets of
NCP-Six are fair to, and in the best interests of, NCP-Six and you.

WE RECOMMEND THAT YOU VOTE TO "APPROVE" THE TRANSACTION AND
THE AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT.

It is important that you vote your units by completing, dating and
returning the accompanying proxy card, using the enclosed postage-paid envelope,
whether or not you plan to attend the special meeting.

Sincerely,

Northland Communications Corporation,
Managing General Partner of NCP-Six

By:
------------------------------------
John S. Whetzell, President

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION. THE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR MERITS
OF THIS TRANSACTION, NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

<PAGE> 4
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
1201 Third Avenue, Suite 3600
Seattle, Washington 98101

NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
ON MARCH 22, 2000

A special meeting of the limited partners of Northland Cable Properties
Six Limited Partnership will be held at the Washington Mutual Tower, 1201 Third
Avenue, Suite 3600, Seattle, Washington, on March 22, 2000 at 3:00 p.m. local
time. The meeting is called for the following purposes:

1. To consider and vote upon an amendment to the partnership agreement
of NCP-Six for the following purpose:

To authorize NCP-Six to enter into an agreement to sell and
distribute all its assets to Northland Communications Corporation
(the managing general partner of NCP-Six), or its assigns, to
dissolve and wind up the affairs of NCP-Six, and then to distribute
the proceeds of the liquidation as determined by the partnership
agreement, and to take all other action necessary to accomplish the
proposed transaction. Under the proposed transaction:

- NCP-Six will sell and distribute all its assets to Northland
for a total value of $76 million.

- NCP-Six will distribute to Northland in-kind the portion of
the assets attributable to Northland's interest in NCP-Six,
and the total transaction price will be reduced by the value
of that in-kind distribution. Northland will pay the remaining
portion of the transaction price in cash and a $3.8 million
promissory note. The cash proceeds and the proceeds of the
note will be distributed to the limited partners and to FN
Equities Joint Venture, the administrative general partner of
NCP-Six, in accordance with the terms of NCP-Six's limited
partnership agreement.

The complete texts of the amendment to the limited partnership
agreement and the proposed asset purchase agreement are attached as
Exhibit A and Exhibit B, respectively, to the accompanying proxy
statement.

2. To transact any other business that properly comes before the
special meeting, including any adjournments or postponements of the
meeting.

Only limited partners of record as of December 31, 1999 are entitled to
notice of and to vote at the special meeting and any adjournments or
postponements. The proposed amendment will be adopted if holders of a majority
of the outstanding limited partnership units (not including units held by us,
the general partners, or our affiliates) vote to "APPROVE" the proposal. You are
not entitled to dissenters' appraisal rights under Washington law with respect
to the proposed transaction.

WE RECOMMEND THAT YOU VOTE TO "APPROVE" THE TRANSACTION AND
THE PROPOSED AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT.

WE HAVE SIGNIFICANT CONFLICTS OF INTEREST IN MAKING THIS PROPOSAL, BECAUSE
NORTHLAND IS THE MANAGING GENERAL PARTNER OF NCP-SIX AND NORTHLAND (OR ONE OF
ITS AFFILIATES) WILL ACQUIRE THE ASSETS OF NCP-SIX. OUR CONFLICTS OF INTEREST
ARE DESCRIBED IN GREATER DETAIL IN THE ATTACHED PROXY STATEMENT, TOGETHER WITH A
MORE COMPLETE DESCRIPTION OF THE AMENDMENT AND THE PROPOSED TRANSACTION.

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<PAGE> 5
WE URGE YOU TO READ CAREFULLY THE FULL TEXT OF THE PROXY STATEMENT AND ITS
EXHIBITS BEFORE MAKING YOUR DECISION ON THIS PROPOSAL.

Sincerely,

Northland Communications Corporation
Managing General Partner of NCP-Six

By:
------------------------------------
John S. Whetzell, President

Seattle, Washington
_____________________, 2000

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF LIMITED PARTNERSHIP UNITS YOU
OWN. EACH LIMITED PARTNER, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. ANY PROXY GIVEN BY A LIMITED
PARTNER MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. IF YOU ARE PRESENT AT
THE SPECIAL MEETING YOU MAY REVOKE YOUR PROXY AND VOTE PERSONALLY ON EACH MATER
BROUGHT BEFORE THE SPECIAL MEETING.

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<PAGE> 6
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

PROXY STATEMENT

This proxy statement describes a proposal in which Northland Cable
Properties Six Limited Partnership would sell and distribute its cable
television systems and other assets to Northland Communication Corporation, its
managing general partner, or its assigns, in a transaction valued at $76
million. This proposed transaction valuation is equal to the purchase price of
the highest bid submitted by independent third parties and is higher than both
of the two independent appraisals of the fair market value of the assets of
NCP-Six.

This proposal is being made jointly by Northland Communications
Corporation, the managing general partner of NCP-Six, and FN Equities Joint
Venture, the administrative general partner. This proposal includes the grant of
authority to NCP-Six to consumate the transactions contemplated by the asset
purchase agreement with Northland, or its assigns, to sell and distribute the
assets to Northland.

(Throughout this proxy statement, when we use "we," "us" or "our," we
refer to Northland Communications Corporation and FN Equities Joint Venture, the
two general partners of NCP-Six. When we use "Northland," we refer to Northland
Communications Corporation and its subsidiaries, or its assigns, in its capacity
as purchaser of the assets of NCP-Six in the proposed transaction.)

This transaction is subject to the approval of a majority in interest of
the limited partners, excluding any units of limited partnership interest held
by us or our affiliates. IF YOU DO NOT APPROVE OF THE PROPOSED TRANSACTION, YOU
SHOULD VOTE TO "DISAPPROVE" THE AMENDMENT. As of December 31, 1999, the record
date for the special meeting, there were 29,784 units ($500/unit) of limited
partnership interest outstanding, held by 1,841 limited partners of record. We
and our affiliates hold 30 units, none of which will be counted in determining
whether the requisite approval has been obtained.

If the proposed transaction is approved and closes, Northland will acquire
the assets from NCP-Six and NCP-Six will be liquidated and dissolved. Although
Northland presently intends to consummate the proposed transaction if it is
approved by the limited partners, Northland will be under no obligation to do so
unless conditions to closing of the transaction are satisfied. If the
transaction is approved, it must close within 180 days after the special
meeting. If the transaction does not close within this time period, or if at any
time prior to closing we determine that cumulative distributions to limited
partners from the transaction may be reduced by more than $760,000 from the
proposed estimate of distributions, NCP-Six will not sell the assets to
Northland, any affiliate of Northland, or any third party without again
obtaining approval of the limited partners. See "PROJECTED CASH AVAILABLE FROM
LIQUIDATION" on page 18 for details about current estimated distributions.

We are furnishing this proxy statement and the accompanying proxy card in
connection with the solicitation of proxies for use at a special meeting of
limited partners to be held at 3:00 p.m. on March 22, 2000. The special meeting,
and any postponements or adjournments, will be held at the offices of NCP-Six
located at 1201 Third Avenue, Suite 3600, Seattle, Washington 98101. Only
limited partners of record as of December 31, 1999 will be entitled notice of
and to vote at the special meeting. We are first mailing this proxy statement to
limited partners on ___________________, 2000.

This proxy statement is being furnished to the limited partners of NCP-Six
by the managing general partner, whose principal executive offices are located
at 1201 Third Avenue, Suite 3600, Seattle, Washington 98101 and whose telephone
number is (206) 621-1351. The principal executive offices and telephone number
of NCP-Six are the same.

YOU ARE URGED TO CAREFULLY REVIEW THIS PROXY STATEMENT
AND TO RETURN YOU PROXY CARD PROMPTLY.

The date of this proxy statement is __________________, 2000.

<PAGE> 7
TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY................................................................................................................5

THE PROPOSED TRANSACTION.........................................................................................5
REASONS FOR THE TRANSACTION......................................................................................5
FAIRNESS OF THE TRANSACTION......................................................................................5
OUR RECOMMENDATION...............................................................................................6
CONSEQUENCES OF A DETERMINATION BY THE LIMITED PARTNERS NOT TO APPROVE THE PROPOSED AMENDMENT....................6
APPRAISALS.......................................................................................................6
THIRD-PARTY BID PROCESS..........................................................................................7
SPECIAL FACTORS..................................................................................................7
CONFLICTS OF INTEREST............................................................................................7
SUMMARY OF THE PROPOSED TRANSACTION..............................................................................8
CONSIDERATION OF ALTERNATIVES....................................................................................9
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION...................................................10
VOTING AT THE SPECIAL MEETING...................................................................................10
YOU DO NOT HAVE DISSENTERS' RIGHTS..............................................................................10
SOLICITATION OF PROXIES.........................................................................................10

SUMMARY HISTORICAL FINANCIAL INFORMATION..............................................................................11

SPECIAL FACTORS.......................................................................................................12

FACTORS RELATED TO THE TRANSACTION..............................................................................12
FACTORS RELATED TO NCP-SIX'S BUSINESS AND THE CABLE TELEVISION INDUSTRY.........................................15

PROJECTED CASH AVAILABLE FROM LIQUIDATION.............................................................................18

THE SPECIAL MEETING...................................................................................................21

PURPOSE OF SPECIAL MEETING......................................................................................21
RECORD DATE; LIMITED PARTNERS ENTITLED TO VOTE AT THE SPECIAL MEETING...........................................21
QUORUM; VOTE REQUIRED FOR APPROVAL..............................................................................21
USE OF PROXIES AT THE SPECIAL MEETING...........................................................................22
REVOCATION OF PROXIES...........................................................................................22
SOLICITATION OF PROXIES.........................................................................................22
NO DISSENTERS' RIGHTS...........................................................................................22
RECOMMENDATION OF THE GENERAL PARTNERS..........................................................................23

BACKGROUND AND REASONS FOR THE PROPOSED TRANSACTION...................................................................23

GENERAL.........................................................................................................23
BACKGROUND OF THE TRANSACTION...................................................................................23
REASONS FOR THE TRANSACTION.....................................................................................26
GENERAL PARTNER APPROVAL........................................................................................27

FAIRNESS OF THE TRANSACTION...........................................................................................28

OUR BELIEF AS TO FAIRNESS.......................................................................................28
MATERIAL FACTORS UNDERLYING BELIEF AS TO FAIRNESS...............................................................28
APPRAISAL PROCESS; SUMMARY OF APPRAISALS........................................................................30
THIRD-PARTY BID SOLICITATION PROCESS............................................................................34
COMPARISON OF NORTHLAND'S OFFER TO HIGHEST THIRD-PARTY BID......................................................35
COMPENSATION AND MATERIAL RELATIONSHIPS.........................................................................37
</TABLE>

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<PAGE> 8
<TABLE>
<S> <C>
CONFLICTS OF INTEREST.................................................................................................38

FIDUCIARY RESPONSIBILITIES......................................................................................38
CONFLICTS OF INTEREST...........................................................................................38
CERTAIN PAYMENTS TO THE MANAGING GENERAL PARTNER................................................................39

AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT........................................................................40

THE PROPOSED TRANSACTION..............................................................................................41

GENERAL.........................................................................................................41
PAYMENT OF THE PURCHASE PRICE...................................................................................41
DISTRIBUTIONS TO LIMITED PARTNERS...............................................................................42
CONDITIONS TO COMPLETION OF THE TRANSACTION.....................................................................44
REPRESENTATIONS AND WARRANTIES..................................................................................44
TERMINATION.....................................................................................................45

DISSOLUTION AND LIQUIDATION CONSEQUENCES OF THE TRANSACTION...........................................................46

DISSOLUTION PROCEDURES..........................................................................................46
LIQUIDATING TRUST...............................................................................................46
EFFECT OF FRAUDULENT TRANSFER STATUTES..........................................................................47

FEDERAL AND STATE INCOME TAX CONSEQUENCES.............................................................................48

TAX CONSIDERATIONS..............................................................................................48
TAX CONSEQUENCES OF DISPOSITION OF THE ASSETS AND LIQUIDATION OF NCP-SIX........................................49
UNRELATED BUSINESS TAXABLE INCOME...............................................................................50
TAX CONSEQUENCES OF A DECISION NOT TO SELL......................................................................50
OTHER TAX LAW CHANGES...........................................................................................51
STATE TAX CONSIDERATIONS........................................................................................52

INFORMATION ABOUT NCP-SIX.............................................................................................54

GENERAL.........................................................................................................54
BUSINESS........................................................................................................54
THE SYSTEMS.....................................................................................................55
EMPLOYEES.......................................................................................................57
CUSTOMERS.......................................................................................................57
SEASONALITY.....................................................................................................57
COMPETITION.....................................................................................................57
REGULATION AND LEGISLATION......................................................................................59
LEGAL PROCEEDINGS...............................................................................................66
NCP-SIX'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................66
YEAR 2000 READINESS DISCLOSURE..................................................................................71
AFFILIATES OF NCP-SIX...........................................................................................72

MANAGEMENT AND BENEFICIAL OWNERSHIP OF NCP-SIX........................................................................72

MANAGEMENT OF NCP-SIX...........................................................................................72
BENEFICIAL OWNERSHIP............................................................................................75
CHANGES IN CONTROL..............................................................................................75
</TABLE>

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<TABLE>
<S> <C>
FINANCIAL STATEMENTS..................................................................................................76

INDEX TO FINANCIAL STATEMENTS........................................................................................F-1

EXHIBIT A

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP.............................................................A-1

EXHIBIT B

ASSET PURCHASE AGREEMENT.......................................................................................B-1

EXHIBIT C

PROMISSORY NOTE................................................................................................C-1

EXHIBIT D

APPRAISAL OF DANIELS & ASSOCIATES..............................................................................D-1

EXHIBIT E

APPRAISAL OF COMMUNICATIONS EQUITY ASSOCIATES..................................................................E-1
</TABLE>

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<PAGE> 10
SUMMARY

This summary highlights selected information, and may not contain all of
the information that is important to you. You should carefully read this entire
proxy statement and the attached exhibits for a more complete understanding of
the transaction. In particular, you should read the proposed amendment to
NCP-Six's limited partnership agreement, the asset purchase agreement, the form
of promissory note and the appraisals of Daniels & Associates and of
Communications Equity Associates, which are attached as Exhibits A, B, C, D and
E, respectively, to this proxy statement.

THE PROPOSED TRANSACTION (SEE PAGE 41)

This proxy statement relates to a proposal being made to the limited
partners of NCP-Six to consider and vote on an amendment to NCP-Six's limited
partnership agreement that would authorize the sale and distribution by NCP-Six
of the cable television systems and other assets owned by it, and the
dissolution, winding up and liquidation of NCP-Six. These assets of NCP-Six
include the cable television franchises and cable television systems of seven
operating groups located in the following geographic areas:

- Starkville, Philadelphia, Kosciusko and Forest, Mississippi;

- Highlands, North Carolina; and

- Barnwell and Bennettsville, South Carolina.

We are asking you to approve the proposed amendment and the transaction as
described in this proxy statement. If the proposal is approved, NCP-Six will be
authorized to consumate the transactions contemplated by the agreement with
Northland, the managing general partner of NCP-Six, or its assignee, to sell and
distribute all of NCP-Six's assets to Northland. The form of the proposed asset
purchase agreement between NCP-Six and Northland is attached to this proxy
statement as Exhibit B. The managing general partner believes that the affiliate
of Northland to whom the assets will be assigned is Northland Cable Properties,
Inc., a wholly-owned subsidiary of Northland.

For purposes of the proposed transaction, NCP-Six's assets have been
valued at $76 million. This proposed transaction price is equal to the amount of
the highest bid submitted by independent third parties for the purchase of the
assets, and is higher than both of the two independent appraisals that we
obtained for the fair market value of the assets. Following closing of the
transaction, net proceeds from the sale of the assets will be distributed to the
limited partners and to the administrative general partner, as provided in the
limited partnership agreement.

REASONS FOR THE TRANSACTION (SEE PAGE 23)

We are proposing the transaction in an effort to provide you liquidity for
your units of limited partnership interest and a positive return on your
investment over the life of the partnership. NCP-Six was originally formed in
1986 and we believe that many limited partners have held their investment since
that time. There is currently no established public trading market for the units
of limited partnership interest. Secondary sales activity for the units has been
limited and sporadic, at prices which we believe to be generally below fair
value. In addition, we are concerned by recent activity by unrelated third
parties in making tender offers and other offers to purchase units at prices
that are below the initial purchase price for the units and that, in our
opinion, do not fairly represent the underlying value of the units. We are
proposing this transaction because we believe many limited partners may desire
an opportunity to liquidate their investment.

FAIRNESS OF THE TRANSACTION (SEE PAGE 28)

We believe the terms of the transaction are fair as a whole to NCP-Six and
to you. We have based our determination as to the fairness of the transaction on
the following material factors:

- the form and amount of consideration offered to you;

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<PAGE> 11
- the two independent appraisals prepared by Daniels & Associates and
by Communications Equity Associates, which were used in part in
evaluating the proposed transaction price for the assets;

- the third-party bid solicitation process undertaken by NCP-Six to
obtain bids from third parties for the purchase of the assets of
NCP-Six, which bids were used in part in the determination of the
fair market value of the assets and in evaluating the proposed
transaction price; and

- the opportunity for you to vote to "DISAPPROVE" the transaction and
the requirement that the amendment be approved by limited partners
holding a majority in interest of the outstanding units. IF YOU DO
NOT APPROVE OF THE PROPOSED TRANSACTION, YOU SHOULD VOTE TO
"DISAPPROVE" THE AMENDMENT.

OUR RECOMMENDATION (SEE PAGE 27)

After careful consideration of the transaction and our conflicts of
interest, we have determined that the transaction is fair to you and NCP-Six and
is in your best interests. We believe the transaction is the most attractive
alternative currently available for providing you with the opportunity to
liquidate your investment and obtain a positive return on your investment in
NCP-Six.

WE RECOMMEND THAT YOU VOTE TO "APPROVE" THE PROPOSED TRANSACTION AND THE
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT. UNITS OF LIMITED PARTNERSHIP
INTEREST HELD BY US OR OUR AFFILIATES WILL NOT BE INCLUDED IN DETERMINING
WHETHER THE REQUISITE APPROVAL HAS BEEN OBTAINED.

CONSEQUENCES OF A DETERMINATION BY THE LIMITED PARTNERS NOT TO APPROVE THE
PROPOSED AMENDMENT

If a majority in interest of the limited partners does not approve the
proposed transaction, or if the requisite approval is obtained but the
transaction nevertheless does not close, NCP-Six will continue to operate as a
separate legal entity and will continue to own and operate its assets. We are
unable to determine whether the future fair market value of the assets, and
their operating income, will increase over time, or whether future cash flow,
refinancings or sales, if any, will yield a return to limited partners that is
greater than that possible through the proposed transaction. You should also be
aware that the current term of the partnership will expire on December 31, 2001,
pursuant to NCP-Six's limited partnership agreement. As a result, if the
transaction does not close, we intend to solicit limited partners to vote to
approve an amendment to extend the term of the partnership. If that amendment is
not approved, we would be required to either find another purchaser for the
assets or liquidate NCP-Six upon expiration of its term.

APPRAISALS (SEE PAGE 30)

In connection with the transaction, in the second quarter of 1999 we
retained the services of two internationally-recognized independent appraisal
firms to conduct appraisals on the assets owned by NCP-Six. These two firms
were:

- Daniels & Associates, L.P., of Denver, Colorado; and

- Communications Equity Associates, of Berwyn, Pennsylvania.

Both Daniels & Associates and Communications Equity Associates are
recognized internationally for their expertise in the appraisal of cable
television systems and other media-related businesses. Each firm appraised the
assets with a valuation date as of July 1, 1999. Daniels & Associates appraised
the fair market value of the assets at $73.3 million. Communications Equity
Associates appraised the fair market value of the assets at $74.6 million.

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<PAGE> 12
THIRD-PARTY BID PROCESS (SEE PAGE 34)

In connection with the transaction, we also retained Daniels & Associates
to solicit bids from third parties for the purchase of NCP-Six's assets. We
received four offers for the purchase of all or portions of the assets. Two of
the offers were to purchase all of the assets. One offer proposed to purchase
all of the assets for $70.4 million, and the other offer proposed to purchase
all of the assets for $76 million. The remaining two offers proposed to purchase
only portions of the assets. We rejected all these offers as not in the best
interests of NCP-Six or you.

SPECIAL FACTORS (SEE PAGE 12)

The following is a summary of some of the potential disadvantages, adverse
consequences and other factors of the transaction of which you should be aware.
This is only a summary and you should also carefully consider the more detailed
discussion in the section entitled "SPECIAL FACTORS" contained in this proxy
statement. These factors include, among others, the following:

- We initiated and participated in the structuring of the transaction
and have conflicts of interests with respect to its completion. We
will receive economic benefits as a result of the transaction. The
managing general partner or its affiliate will be acquiring the
assets of NCP-Six and will continue to operate the systems and will
receive revenue from those systems.

- We did not retain an unaffiliated third party to represent your
interests in structuring and implementing the transaction, nor did
we obtain a fairness opinion for the transaction. Had we retained an
unaffiliated third party to represent your interests, that party may
have been able to negotiate, on your behalf, more favorable terms
for the structure of the transaction and for different consideration
to have been distributed to you.

- There are alternatives to the transaction. If you approve the
transaction, you will effectively preclude the pursuit of these
alternatives.

- If limited partners holding a majority in interest of NCP-Six
approve the transaction, you will be bound by this approval even if
you vote to "DISAPPROVE" the transaction or "ABSTAIN" from voting.

- The promissory note issued as part payment of the transaction price
will be an unsecured obligation of Northland and will be junior to
substantially all other debt of Northland. The note will bear
interest at a fixed rate that may be lower than rates on other debt
instruments that may be perceived as having comparable or lower
risks than the note.

- The transaction will be a taxable transaction for federal income tax
purposes and may result in recognition of significant gain to you.

CONFLICTS OF INTEREST (SEE PAGE 38)

We have faced and will continue to face substantial conflicts of interest
in connection with the proposed transaction. These conflicts of interest arise
out of our relationship with NCP-Six and the proposed agreement with Northland
to acquire the assets. We participated in the initiation and structuring of the
transaction and we expect to receive benefits as a result of its completion.
Assuming that the requisite approval of the limited partners is obtained,
NCP-Six will be authorized to enter into an agreement with Northland for the
disposition of its assets. The terms of the transaction have been determined by
us. Neither the administrative general partner nor any affiliate of the
administrative general partner will be acquiring any interest in the assets.

We have faced substantial conflicts of interest in determining the terms
of the proposed disposition of the assets to Northland. Our conflicts of
interest include the following:

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<PAGE> 13
- It is possible that the fair market value and net cash flow of the
assets will increase over time, and that following closing Northland
would receive all benefits from any increase in value. In that case,
you could receive a greater return on your investment if the
transaction did not take place and NCP-Six continued to own and
operate the assets.

- It is possible that following closing Northland will experience a
rate of return on its investment in excess of that experienced by
NCP-Six. Northland currently owns other cable television systems in
the vicinity of the assets which are anticipated to afford Northland
the opportunity to achieve certain economies of scale and which
would have the effect of potentially making the assets more valuable
to Northland than NCP-Six or to a third party;

- We retained Daniels & Associates and Communications Equity
Associates to appraise the assets of NCP-Six, and also retained
Daniels & Associates to solicit third party bids for the sale of the
assets. We have retained Daniels & Associates to act as a broker for
the purchase or sale of assets of NCP-Six in the past. In addition,
Northland and its affiliates have retained both Daniels & Associates
and Communications Equity Associates for brokerage or valuation
services in the past involving the purchase or sale of cable
television systems, and can reasonably expect to do so in the
future. Both firms were advised at the time of their engagement that
Northland would be a potential purchaser of the assets. It is
possible that these firms, in an attempt to maintain a business
relationship with Northland or its affiliates, would undertake their
brokerage and valuation services in a manner that would be
beneficial to Northland and its affiliates (and consequently
detrimental to NCP-Six); and

- It is possible that, before or after the proposed transaction
closes, Northland may receive a bid from one or more third
parties which exceeds the value being paid for the assets in this
transaction.

We do not have any contract, arrangement, understanding or relationship
between us or our affiliates and any limited partner regarding the voting of
proxies at the special meeting.

SUMMARY OF THE PROPOSED TRANSACTION (SEE PAGE 41)

APPROVAL OF LIMITED PARTNERS TO THE TRANSACTION (SEE PAGE 41)

The proposed amendment and transaction is subject to the approval of
holders of a majority in interest of the units of limited partnership (excluding
the 30 units held by us or our affiliates). Although Northland presently intends
to consummate the proposed transaction if it is approved by the limited
partners, it is under no obligation to do so unless other conditions to closing
the transaction are satisfied. If the limited partners approve the proposed
transaction and closing does not occur within 180 days of the special meeting,
or if at any time prior to closing we determine that cumulative distributions to
limited partners may be reduced by more than $760,000 from the proposed
estimated distributions (an amount that represents one percent of the total
transaction price), NCP-Six will not sell the assets to Northland, any affiliate
of Northland or any third party without again obtaining approval of the limited
partners. If the requisite approval of limited partners is not obtained, NCP-Six
will continue to own and operate the assets. IF YOU DO NOT APPROVE OF THE
PROPOSED TRANSACTION, YOU SHOULD VOTE TO "DISAPPROVE" THE AMENDMENT.

PAYMENT OF THE PURCHASE PRICE; PROMISSORY NOTE (SEE PAGE 41)

The total value of the assets proposed to be sold and distributed to
Northland is $76 million. If closing occurs, we will set aside appropriate
amounts for payment of liabilities not assumed by Northland in the transaction
and other partnership obligations. This includes an aggregate amount of $750,000
to be funded from cash paid by Northland at closing, which will be placed in an
escrow account to secure any contingent liabilities and indemnification
obligations of NCP-Six. We currently intend that this escrow will be maintained
until the later of 18 months from closing or final resolution of any contingent
liabilities that may arise. At closing, Northland will receive an in-kind
distribution of the undivided portion of the assets that

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<PAGE> 14
is attributable to its partnership interest in NCP-Six. The amount Northland
will pay at closing will be the difference between the total transaction price
(as adjusted for assumed current liabilities), less the value of the
assets being distributed in-kind to Northland at closing. At closing, Northland
will deliver to NCP-Six a promissory note in the principal amount of $3.8
million, and will pay the balance of the transaction price in cash.

The promissory note will be due and payable one year after closing and
will be held by the liquidating trust. The form of promissory note to be
delivered by Northland is attached to this proxy statement as Exhibit C. The
note will bear interest at a fixed rate per annum of six percent, will be full
recourse and unsecured, and will be subordinated to Northland's senior debt.
Northland currently has debt in the amount of approximately $53 million that
would be senior to the note, and expects that it will incur additional senior
bank debt in the approximate amount of $66.4 million in connection with
financing the proposed transaction.

LIQUIDATION OF THE PARTNERSHIP; DISTRIBUTIONS TO LIMITED PARTNERS (SEE
PAGE 42)

Within 90 days after closing the transaction, NCP-Six will be dissolved
and liquidated and the cash will be distributed to the limited partners and the
administrative general partner, in accordance with NCP-Six's limited partnership
agreement. Following closing, distributions to limited partners will be made in
two installments. See "PROJECTED CASH AVAILABLE FROM LIQUIDATION" on page 18.
The initial distribution of approximately $2,054 per $1,000 investment, will be
made within 90 days after the date of closing. We believe that the initial
distribution will occur in May 2000. The second distribution to the limited
partners will be made one year after closing the transaction. Assuming that the
closing occurs in April 2000, we expect that distributions to you under the
promissory note will be approximately $244 per $1,000 investment, plus interest
of approximately $15 per $1,000 investment, payable in April 2001.

We expect the cumulative total amount of cash distributed to limited
partners over the life of NCP-Six will be approximately $2,703 per $1,000
investment. This cumulative estimate includes prior cash distributions to date
of $255 per $1,000 investment, plus the anticipated initial post-closing
distribution of $2,054 per $1,000 investment and the promissory note
distribution of $244 per $1,000 investment, plus interest of $15 per $1,000
investment, and a non-resident tax paid on behalf of the limited partners of
$135 per $1,000 investment. These estimates take into account the payment of all
known or anticipated liabilities of NCP-Six attributable to the limited
partners' collective interest in NCP-Six (including any liquidation expenses and
any claims against NCP-Six of which we are currently aware). These estimates
also include $750,000 which will be placed in an escrow account to secure any
contingent liabilities and indemnifications obligations of NCP-Six. We currently
intend that this escrow will be maintained until the later of 18 months from
closing or final resolution of any contingent liabilities that may arise. Upon
termination of the escrow, all remaining funds, if any, will be released to the
liquidating trust to be distributed to limited partners and the administrative
general partner. If NCP-Six incurs any unanticipated liabilities or expenses
which arise from operations of NCP-Six prior to or on the date of closing or
from the transaction and which exceed amounts set aside for the payment of known
or anticipated current liabilities or contingent liabilities, these liabilities
and expenses could reduce the amount of cash available for distribution to you.
However, if at any time prior to the closing we believe that the amount of cash
available for distribution to the limited partners may be reduced by more than
$760,000 from these estimates (an amount that represents one percent of the
total transaction price), the transaction will not proceed and closing will not
occur without again obtaining approval of the limited partners.

CONSIDERATION OF ALTERNATIVES

In addition to the proposed transaction, we considered alternatives,
including the continued management of NCP-Six as currently structured and the
liquidation of NCP-Six through sales of all or portions of the systems to
third-party purchasers. As described in more detail in this proxy statement, we
rejected each of the alternatives in favor of the proposed transaction.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION (SEE PAGE 48)

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<PAGE> 15
amount realized and your adjusted tax basis in your units. In addition, upon
closing of the transaction and dissolution of NCP-Six, any net losses of NCP-Six
that were suspended under the passive loss rules of the Internal Revenue Code
may be used to offset income and gain in the transaction.

VOTING AT THE SPECIAL MEETING

You are entitled to one vote at the special meeting for each unit of
limited partnership interest in NCP-Six that you own. You will receive notice of
the special meeting and will be entitled to vote at the special meeting only if
you are a holder of record of NCP-Six limited partnership units on the close of
business on December 31, 1999, the record date.

The affirmative vote of limited partners holding a majority of the
outstanding units (excluding an aggregate of 30 units held by us and our
affiliates, which will not be voted) is required to "APPROVE" the proposed
amendment and transaction. If you "ABSTAIN" from voting, this will have the same
effect as a vote to "DISAPPROVE" the proposal. IF YOU DO NOT APPROVE OF THE
PROPOSED TRANSACTION YOU SHOULD VOTE TO "DISAPPROVE" THE AMENDMENT.

A proxy card is included with this proxy statement and we are asking you
to complete, date and sign the proxy card and return it in the enclosed envelope
as soon as possible. A proxy card that is properly completed, dated, signed and
returned in time for voting with a vote specified on the proxy will be voted as
requested. If you sign and return your proxy card without indicating a vote, it
will be deemed to be marked to "APPROVE" the transaction and the amendment to
the limited partnership agreement authorizing the proposed disposition of the
assets to Northland.

You may revoke your proxy at any time prior to the special meeting by
delivering to the managing general partner either an instrument revoking the
proxy or a duly executed proxy bearing a later date, or by attending the special
meeting and voting in person. Your attendance at the special meeting, by itself,
will not revoke your proxy.

YOU DO NOT HAVE DISSENTERS' RIGHTS (SEE PAGE 22)

You are not entitled to dissenters' or appraisal rights in connection with
the proposed transaction, under either the NCP-Six limited partnership agreement
or Washington law.

SOLICITATION OF PROXIES (SEE PAGE 22)

In addition to use of the mail, proxies may be solicited by telephone or
personally by the general partners and any of our directors, officers, partners
and employees. We will not pay any additional compensation to any of these
people for their services in this regard. The expenses of the solicitation will
be borne by NCP-Six. NCP-Six's accountants are not expected to attend the
special meeting.

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<PAGE> 16
SUMMARY HISTORICAL FINANCIAL INFORMATION

NCP-Six is providing the following financial information to help you in
your analysis of the transaction. You should read the following financial
information in conjunction with the Consolidated Financial Statements of NCP-Six
and related notes, and the Management's Discussion and Analysis of Financial
Condition and Results of Operations included in this proxy statement. The
information as of September 30, 1998 and 1999 and for the nine-month period
ended September 30, 1998 and 1999 is unaudited and reflects all adjustments that
are, in the opinion of NCP-Six, necessary for a fair statement of the results as
of the dates and for the periods presented and is not necessarily indicative of
the operating results for the entire year.

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1994 1995 1996 1997 1998
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HISTORICAL STATEMENT OF OPERATIONS DATA:
Revenues ............................ $ 7,888,216 $ 8,611,947 $ 9,262,702 $ 9,644,320 $ 14,746,766
Expenses ............................ 6,893,042 7,488,670 7,868,447 7,582,824 13,125,628
------------ ------------ ------------ ------------ ------------
Operating income .................... 995,174 1,123,277 1,394,255 2,061,496 1,621,138
Other income (expense) .............. (999,475) (917,104) (1,012,804) (845,597) (2,990,739)
------------ ------------ ------------ ------------ ------------
Net income (loss) ................... $ (4,301) $ 206,173 $ 381,451 $ 1,215,899 $ (1,369,601)
============ ============ ============ ============ ============
Allocation of net income (loss):

General Partners ................. (43) 2,062 3,815 12,159 (13,696)
Limited Partners ................. (4,258) 204,111 377,636 1,203,740 (1,355,905)
Net income (loss) per limited
partnership unit ................. 0 7 13 40 (46)
</TABLE>

NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1998 1999
-----------------------------
<S> <C> <C>
HISTORICAL STATEMENT OF OPERATIONS DATA: (UNAUDITED) (UNAUDITED)
Revenues ............................ $ 11,030,316 $ 11,207,212
Expenses ............................ 9,729,808 9,988,667
------------ ------------
Operating income .................... 1,300,508 1,218,544
Other income (expense) .............. (2,017,525) (323,794)
------------ ------------
Net income (loss) ................... $ (717,017) $ 894,750
============ ============
Allocation of net income (loss):

General Partners ................. (7,170) 8,948
Limited Partners ................. (709,847) 885,802
Net income (loss) per limited
partnership unit ................. (24) 30
</TABLE>

AS OF DECEMBER 31,
--------------------------------------------------------------------------------
1994 1995 1996 1997 1998
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HISTORICAL BALANCE SHEET DATA:
Total assets ................... $ 15,023,419 $ 14,778,671 $ 13,253,610 $ 13,609,386 $ 32,971,969
Total liabilities .............. 15,346,477 15,196,729 13,365,510 12,513,387 33,249,571
Partners' capital (deficit):

General Partners ............ (130,406) (131,356) (128,294) (116,135) (129,831)
Limited Partners ............ (192,652) (286,702) 16,394 1,212,134 (147,771)
</TABLE>

AS OF SEPTEMBER 30,
-----------------------------
1998 1999
-----------------------------
<S> <C> <C>
HISTORICAL BALANCE SHEET DATA: (UNAUDITED) (UNAUDITED)
Total assets ................... $ 33,984,988 $ 31,017,181
Total liabilities .............. 33,610,005 30,404,033
Partners' capital (deficit):

General Partners ............ (123,305) (120,884)
Limited Partners ............ 498,288 734,032
</TABLE>

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<PAGE> 17
SPECIAL FACTORS

A number of special factors apply to the proposed transaction. You should
consider the following factors carefully in evaluating the proposed transaction.
You are also urged to read all of this proxy statement and all exhibits
carefully in evaluating the transaction and NCP-Six and its business before
completing the accompanying proxy card.

FACTORS RELATED TO THE TRANSACTION

ALTHOUGH WE BELIEVE THAT THE TOTAL TRANSACTION PRICE REPRESENTS FAIR VALUE
FOR THE ASSETS, THE ASSETS MAY INCREASE IN VALUE PRIOR TO CLOSING OR AFTER
THE TRANSACTION CLOSES.

We believe that the proposed transaction is fair to you and we have taken
steps to structure this transaction in a manner which we believe provides you
with fair value for the assets, through the two independent appraisals and the
third-party bid process. Although we believe that the total transaction price
offered by Northland represents the fair value of the assets, we cannot predict
whether the fair value of the systems will increase prior to closing or after
the transaction closes. You should be aware that we do not intend to obtain an
updated appraisal from either Daniels & Associates or Communications Equity
Associates, nor do we intend to resolicit third-party bids prior to closing. As
a result, assuming the transaction closes in April 2000, at closing the two
appraisals will be more than nine months out of date and the closing will take
place almost eight months after receipt of the most recent third-party bid. We
are aware that there has been recent consolidation activity in the cable
television industry generally; however, we cannot predict whether the market for
small, rural cable television systems such as those owned and operated by
NCP-Six will be impacted by this activity. In the event that the transaction is
approved and the fair value increases prior to closing, Northland would be
acquiring the assets at a price lower than the then-current market value.

In determining the value of the systems, we did not consider current
market prices or historical market prices for limited partnership units in
NCP-Six due to the absence of an established public market in which units of
limited partnership interests are being traded. Although we are aware of limited
trading activity among the limited partners, including recent tender offer
activity, the purchase prices are in amounts below the initial $500 value per
unit and we do not believe those transactions represent fair value for the
units. Furthermore, while we relied in part on the appraisals in evaluating the
fair value for the assets, we did not receive or review the actual financial
forecasts prepared by either appraiser in arriving at its valuation.

The fair market value and the net cash flow of the systems may increase
over time and the assets may appreciate in value in the future. If closing
occurs, Northland would receive all the benefit of any appreciation. We cannot
evaluate or quantify whether or to what extent any future appreciation may
occur. It is possible that you would receive a greater return on your investment
if NCP-Six continued to own and operate the systems, instead of consummating the
proposed transaction. Similarly, if Northland acquires the systems, Northland
may experience a rate of return on its investment in excess of that experienced
by NCP-Six. Any increase in value or cash flow will be affected by and partially
off-set by competition from providers of cable television, Internet, and other
services, as well as the costs of future system upgrades required to remain
competitive or to offer additional services to customers of the systems. You
should also be aware that Northland hopes to benefit from its acquisition of the
systems, for example, by achieving potential economies of scale.

WE HAVE CONFLICTS OF INTEREST IN THE TRANSACTION.

We initiated and participated in the structuring of the transaction and
have conflicts of interest with respect to its completion. Northland, the
managing general partner of NCP-Six, or its affiliate will be acquiring the
assets from NCP-Six and will own and continue to operate the cable television
systems. Northland will receive all operating income from the systems. Also,
both the managing general partner and the administrative general partner will
receive economic benefits as a result of the disposition of NCP-Six's assets and
subsequent liquidation of the partnership. Under the terms of the limited
partnership agreement, we are entitled to our respective percentage share of any
distribution made by NCP-Six. The managing general partner will be receiving

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<PAGE> 18
its share by an in-kind distribution of an undivided portion of NCP-Six's
assets, and the administrative general partner will receive cash at the same
time that distributions are made to limited partners. See "PROJECTED CASH
AVAILABLE FROM LIQUIDATION" for a detailed discussion of the relative
distributions expected to be made to the general partners and the limited
partners. In addition, the managing general partner of NCP-Six is entitled to
receive payment of management and other fees from NCP-Six for its services and
for cost reimbursements prior to closing of the transaction.

WE DID NOT RETAIN AN UNAFFILIATED, INDEPENDENT THIRD PARTY TO REPRESENT
YOUR INTERESTS IN THE STRUCTURING OF THE PROPOSED TRANSACTION, NOR DID WE
OBTAIN A FAIRNESS OPINION WITH RESPECT TO THE TRANSACTION.

In implementing and structuring the transaction, we did not retain an
unaffiliated independent third party to represent the interests of the limited
partners. Had we retained an independent third party to represent your
interests, that party may have been able to negotiate, on your behalf, a more
favorable transaction structure or more favorable terms. In addition, we did not
seek a fairness opinion from an independent third-party with respect to the
transaction. In our experience in transactions of this nature, we believe that
the cost of obtaining a fairness opinion generally would be approximately 0.5%
of the total transaction price, or approximately $380,000 for the proposed
transaction. We determined not to incur this additional cost. This lack of
representation and lack of fairness opinion could affect the transaction's
fairness to you. However, we believe that the procedural steps taken and to be
taken, as described in "FAIRNESS OF THE TRANSACTION - Our Belief as to Fairness"
below, constitute sufficient safeguards for your interests. We have commissioned
two independent appraisals of the systems, undertaken a third-party bid
solicitation process and are submitting the proposed transaction to you for your
approval. We believe that the steps taken and to be taken constitute sufficient
safeguards for your interests with respect to the proposed transaction.

THE PROPOSED TRANSACTION HAS NOT BEEN SOLICITED BY LIMITED PARTNERS.

Although we believe that limited partners are interested in a means of
liquidating their investment in NCP-Six, no limited partner in NCP-Six has
solicited the sale or other disposition of the partnership's assets. We have not
taken any survey of the limited partners to determine their desire to liquidate
their investment. However, based on unsolicited comments and questions from
limited partners with respect to a liquidation of their investment, the lack of
a public market for the units of limited partnership and the 13-year duration of
NCP-Six, we believe that limited partners may welcome the opportunity to
liquidate their investment.

YOU DO NOT HAVE ANY DISSENTERS' OR APPRAISAL RIGHTS IN THIS TRANSACTION.

You are not entitled to dissenters' appraisal rights under either the
limited partnership agreement or Washington law with respect to the proposed
transaction, involving the disposition of substantially all of NCP-Six's assets
and its subsequent liquidation. We will not voluntarily afford you with any
similar rights in connection with the proposed transaction. Therefore, even if
you disagree with the value of the assets being sold and you vote to
"DISAPPROVE" the transaction but the transaction is nevertheless approved, you
will not be able to demand that the assets be re-appraised to determine fair
value for your units.

THERE ARE POTENTIAL ALTERNATIVES TO THE TRANSACTION; HOWEVER, IF THE
TRANSACTION IS APPROVED, THIS WILL EFFECTIVELY PRECLUDE ANY OF THESE
ALTERNATIVES BEING PURSUED.

Alternatives to the transaction include, among others, (1) continued
management of NCP-Six as currently operated, (2) selling some or all of the
assets to an independent third-party and distributing proceeds to the general
and limited partners, and (3) liquidating NCP-Six through sales of entire
systems or individual properties. We considered these alternatives in
structuring the transaction and determined that the current proposed transaction
with Northland provides the best method for you to obtain liquidity for your
investment and a positive return on your investment over the life of the
partnership. Completion of the proposed transaction effectively precludes
NCP-Six from further exploring or pursuing any of the other alternatives listed
above.

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<PAGE> 19
IF A MAJORITY OF THE HOLDERS OF LIMITED PARTNERSHIP UNITS APPROVE THE
TRANSACTION, YOU WILL BE BOUND BY THAT DECISION, EVEN IF YOU VOTE TO
"DISAPPROVE" THE PROPOSED TRANSACTION.

Under NCP-Six's limited partnership agreement and Washington law, the
partnership may proceed with the transaction if its general partners and a
majority in interest of its limited partners approve the amendment and the
transaction. If this majority approval is obtained, you will be bound by the
decision of the majority, even if you vote to disapprove the amendment or
abstain from voting.

THE PROMISSORY NOTE THAT WILL BE ISSUED FROM NORTHLAND AS PARTIAL PAYMENT
OF THE TRANSACTION PRICE WILL BE AN UNSECURED OBLIGATION OF NORTHLAND.

Assuming completion of the transaction, Northland will issue a promissory
note for $3.8 million as partial payment for the transaction price. The
promissory note will be payable on the first anniversary of closing and will
bear interest at a fixed rate per annum of six percent. The note, which will be
prepayable at any time, will be an unsecured obligation of Northland and will be
subordinated to Northland's senior debt. Northland currently has senior debt in
the approximate amount of $53 million and expects it will incur additional
senior debt of approximately $66.4 million in connection with financing the
proposed transaction. The note will bear interest at a fixed rate that may be
lower than rates on other debt instruments that may be perceived as having
comparable or lower risks than the note. The interest rate on the note is below
the prime rate in effect as of the date of this proxy statement. In addition,
there is no guarantee that Northland will not default on the note.

THE AMOUNT AND TIMING OF FINAL DISTRIBUTIONS TO LIMITED PARTNERS MAY BE
AFFECTED BY UNANTICIPATED OR CONTINGENT LIABILITIES, INCLUDING ANY
POTENTIAL LITIGATION ARISING OUT OF THE PROPOSED TRANSACTION.

We have included in the estimate of cumulative cash distributions to
limited partners from the transaction payment of all known or anticipated
liabilities of NCP-Six, including any liquidation expense and any claims against
NCP-Six of which we are currently aware. We have also provided that an aggregate
of $750,000 from the cash proceeds will be placed in an escrow account to secure
any contingent liabilities and indemnification obligations of NCP-Six. To the
extent that unanticipated liabilities or expenses arise which exceed the amounts
set aside, those liabilities could reduce the amount of cash available for
distribution to you. In addition, to the extent any such liabilities or expenses
continue post-closing, any final distribution to you of these amounts held back
may be delayed pending final resolution of the liabilities. You should be aware
that the limited partnership agreement provides that NCP-Six will indemnify the
general partners from liabilities in connection with NCP-Six, to the extent
permitted by the partnership agreement. You should also be aware that Northland
serves, and has served, as managing general partner of other limited
partnerships involved in the cable television industry. In June 1998, the
limited partners of one such limited partnership, Northland Cable Properties
Five Limited Partnership, voted by a 74% majority vote to approve the
disposition of the partnership assets to Northland and the subsequent
liquidation of that partnership. A class action lawsuit was filed against that
partnership and its general partners alleging various claims, including breaches
of fiduciary duties in the transaction. That lawsuit is still on-going and the
timing and amount of ultimate distributions to its limited partners will depend
on the outcome of that suit. If the limited partners of NCP-Six vote to approve
the amendment and the transaction closes, and if a similar lawsuit is brought
against NCP-Six and its general partners, this lawsuit may have the effect of
delaying payment of or reducing the amount of cumulative distributions to you.

THE TRANSACTION WILL BE A TAXABLE EVENT FOR U.S. FEDERAL INCOME TAX
PURPOSES. THIS MAY RESULT IN SUBSTANTIAL RECOGNITION OF GAIN TO YOU.

The receipt of cash in the transaction will be a taxable transaction for
federal income tax purposes and may also be a taxable transaction under
applicable state, local and foreign tax laws. Accordingly, you will recognize a
gain or loss on the payment of cash on your limited partnership units to the
extent of the difference between the amount realized and your adjusted tax basis
in your units. In addition, upon closing of the transaction and dissolution of
NCP-Six, any net losses of NCP-Six that were suspended under the passive loss
rules of the Internal Revenue Code may be used to offset income and gain in the
transaction.

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<PAGE> 20
FACTORS RELATED TO NCP-SIX'S BUSINESS AND THE CABLE TELEVISION INDUSTRY

NCP-SIX OPERATES IN A VERY COMPETITIVE BUSINESS ENVIRONMENT WHICH CAN
AFFECT ITS BUSINESS AND OPERATIONS.

The industry in which NCP-Six operates is highly competitive, and NCP-Six
faces competition from many sources In some instances NCP-Six competes against
companies with fewer regulatory burdens, easier access to financing, greater
personnel resources, greater brand name recognition and long-standing
relationships with regulatory authorities. Mergers, joint ventures and alliances
among cable television operators, regional telephone companies, long distance
telephone service providers, electric utilities, local exchange carriers (which
are local phone companies that provide local area telephone services and access
to long distance services to customers), providers of cellular and other
wireless communications services and others may result in providers capable of
offering cable television and other telecommunications services in direct
competition with NCP-Six.

NCP-Six also faces competition from companies distributing television
broadcast signals without a subscription fee and from other communications and
entertainment media, including conventional off-air television and radio
broadcasting services, direct-to-home satellite broadcasting services,
newspapers, movie theaters, the Internet, live sports events and home video
products. Federal legislation was recently passed that will give direct-to-home
satellite broadcasting services the authority to transmit local television
broadcast signals to their subscribers. We believe this will enhance the
attractiveness of satellite broadcasting services and will make program
offerings more competitive. NCP-Six also experiences competition from
overbuilders. In order to maintain competitiveness, NCP-Six anticipates
incurring significant capital expenditures to upgrade its systems. We cannot
assure you that NCP-Six will upgrade its systems in a timely manner or at all or
that upgrading NCP-Six's cable systems will allow NCP-Six to compete
effectively. Additionally, as NCP-Six expands and introduces new and enhanced
services, including additional telecommunications services, NCP-Six will be
subject to competition from other telecommunications providers. We cannot
predict the extent to which this competition may affect NCP-Six's business and
operations in the future.

NCP-SIX MAY NOT BE ABLE TO FUND THE CAPITAL EXPENDITURES NECESSARY TO KEEP
PACE WITH TECHNOLOGICAL DEVELOPMENTS OR ITS CUSTOMERS' DEMAND FOR NEW
PRODUCTS OR SERVICES. THIS COULD LIMIT ITS ABILITY TO COMPETE EFFECTIVELY.

The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that NCP-Six
will be able to fund the capital expenditures necessary to keep pace with
technological developments, or that NCP-Six will successfully anticipate the
demand of its customers for products or services requiring new technology. This
type of rapid technological change could adversely affect NCP-Six's plans to
upgrade or expand its systems and respond to competitive pressures. NCP-Six's
inability to upgrade, maintain and expand its systems and provide enhanced
services in a timely manner, or to anticipate the demands of the marketplace,
could adversely affect its ability to compete. Consequently, NCP-Six's growth,
results of operation and financial condition could suffer materially.

NCP-SIX OPERATES ITS CABLE SYSTEMS UNDER FRANCHISES WHICH ARE
NON-EXCLUSIVE. LOCAL FRANCHISING AUTHORITIES CAN GRANT ADDITIONAL
FRANCHISES AND CREATE COMPETITION IN MARKET AREAS WHERE NONE EXISTED
PREVIOUSLY.

NCP-Six's cable systems are operated under franchises granted by local
franchising authorities. These franchises are non-exclusive. Consequently, these
local franchising authorities can grant additional franchises to competitors in
the same geographic area. As a result, competing operators may build systems in
areas in which NCP-Six holds franchises. The existence of more than one cable
system operating in the same territory is referred to as an overbuild.
Overbuilds can adversely affect NCP-Six's operations. We are currently facing
overbuild situations in two of NCP-Six's systems, one of which only recently
developed in November 1999. Additional overbuild situations may occur in other
systems.

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<PAGE> 21
NCP-SIX'S CABLE SYSTEMS ARE OPERATED UNDER FRANCHISES WHICH ARE SUBJECT TO
NON-RENEWAL OR TERMINATION. THE FAILURE TO RENEW A FRANCHISE COULD
ADVERSELY AFFECT NCP-SIX'S BUSINESS IN A KEY MARKET.

NCP-Six's cable systems operate pursuant to non-exclusive franchises,
permits or licenses granted by a municipality or other state or local government
controlling the public rights-of-way. Many franchises establish comprehensive
facilities and service requirements, as well as specific customer service
standards and establish monetary penalties for non-compliance. In many cases,
franchises are terminable if the franchisee fails to comply with material
provisions set forth in the franchise agreement governing system operations.
Franchises are generally granted for fixed terms and must be periodically
renewed. Local franchising authorities may resist granting a renewal if either
past performance or the prospective operating proposal is considered inadequate.
Franchise authorities often demand concessions or other commitments as a
condition to renewal, which may be costly to NCP-Six. In some cases, franchises
have not been renewed at expiration, and NCP-Six has operated under either
temporary operating agreements or without a license while negotiating renewal
terms with the local franchising authorities. We cannot assure you that NCP-Six
will be able to renew these or other franchises in the future. In the future, a
sustained and material failure to renew a franchise could adversely affect
NCP-Six's business in the affected geographic area.

LOCAL FRANCHISE AUTHORITIES HAVE THE ABILITY TO IMPOSE ADDITIONAL
REGULATORY CONSTRAINTS ON NCP-SIX'S BUSINESS. THIS CAN FURTHER INCREASE
EXPENSES.

In addition to franchises, cable authorities have also adopted in some
jurisdictions cable regulatory ordinances that further regulate the operation of
cable systems. This additional regulation increases the expenses of operating
NCP-Six's business. We cannot assure you that the local franchising authorities
will not impose new and more restrictive requirements.

NCP-SIX'S BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND
REGULATION. THE APPLICABLE LEGISLATION AND REGULATION, AND CHANGES TO
THEM, COULD ADVERSELY AFFECT NCP-SIX'S BUSINESS BY INCREASING ITS
EXPENSES.

Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:

- limited rate regulation;

- requirements that, under specified circumstances, a cable system
must carry all local broadcast stations or obtain consent to
carry a local or distant broadcast station;

- rules for franchise renewals and transfers; and

- other requirements covering a variety of operational areas such as
equal employment opportunity, technical standards and customer
service requirements.

Additionally, many aspects of this regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. There are also
ongoing efforts to amend or expand the state and local regulation of some of
NCP-Six's cable systems, which may compound the regulatory risks NCP-Six already
faces. We expect further regulatory efforts, but cannot predict whether any of
the states or localities in which NCP-Six now operates will expand regulation of
its cable systems in the future or how they will do so.

NCP-SIX MAY BE REQUIRED TO PROVIDE ACCESS TO ITS NETWORKS TO OTHER
INTERNET SERVICE PROVIDERS. THIS COULD SIGNIFICANTLY INCREASE NCP-SIX'S
COMPETITION AND ADVERSELY AFFECT THE UPGRADE OF ITS SYSTEMS OR ITS ABILITY
TO PROVIDE NEW PRODUCTS AND SERVICES.

There are proposals before the United States Congress and the Federal
Communications Commission to require all cable operators to make a portion of
their cable systems' bandwidth available to Internet service providers, such as
America Online. Some local franchising authorities are considering or have
already approved these "open access" requirements. A federal district court in
Portland, Oregon, recently upheld the legality of an

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<PAGE> 22
open access requirement. Recently, a number of companies, including telephone
companies and Internet service providers, have requested local authorities and
the FCC to require cable operators to provide access to cable's broadband
infrastructure, which allows cable to deliver a multitude of channels and/or
services, so that these companies may deliver Internet services directly to
customers over cable facilities. Broward County, Florida recently granted "open
access" as a condition to a cable operator's transfer of its franchise for cable
service. The cable operator has commenced legal action at the district level.
Allocating a portion of NCP-Six's bandwidth capacity to other Internet service
providers would impair its ability to use its bandwidth in ways that would
generate maximum revenues. In addition, if NCP-Six were required to provide
access in this manner, it may adversely impact NCP-Six's profitability in many
ways, including significantly increasing competition; increasing the expenses
NCP-Six incurs to maintain its systems; and increasing the expense of upgrading
or expanding its systems.

DESPITE RECENT DEREGULATION OF EXPANDED BASIC CABLE PROGRAMMING PACKAGES,
WE ARE CONCERNED THAT CABLE RATE INCREASES COULD GIVE RISE TO FURTHER
REGULATION. THIS COULD IMPAIR NCP-SIX'S ABILITY TO RAISE RATES TO COVER
ITS INCREASING COSTS OR CAUSE NCP-SIX TO DELAY OR CANCEL SERVICE OR
PROGRAMMING ENHANCEMENTS.

On March 31, 1999, the pricing guidelines of expanded basic cable
programming packages were deregulated, permitting cable operators to set their
own rates. This deregulation was not applicable to basic services. However, the
FCC and the United States Congress continue to be concerned that cable rate
increases are exceeding inflation. It is possible that either the FCC or the
United States Congress will again restrict the ability of cable television
operators to implement rate increases. Should this occur, it would impede
NCP-Six's ability to raise its rates. If NCP-Six is unable to raise its rates in
response to increasing costs, its financial condition and results of operations
could be materially adversely affected.

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<PAGE> 23
PROJECTED CASH AVAILABLE FROM LIQUIDATION

If closing occurs, the limited partners are expected to receive the same
amount of cash they would receive if the assets were sold at a purchase price of
$76 million to an unaffiliated third party in accordance with the procedures
described in the limited partnership agreement. However, a sale to a third party
could involve significant transaction costs which would result in lower net
proceeds to the limited partners. For example, legal and accounting fees
incurred by NCP-Six, including assisting in the extensive business, legal,
engineering, technical and financial due diligence review customarily undertaken
by third party purchasers, as well as preparation and negotiation of transaction
documentation, would be likely to exceed the estimated transaction costs set
forth on the following page. These expenses would be further compounded if
multiple purchasers were required to sell all of NCP-Six's assets. If the assets
were to be sold to an independent third party at a price in excess of the gross
valuation, such a sale might result in net proceeds to limited partners
sufficiently higher to offset transaction costs. In any event, if the closing
occurs, the amount of cash distributed to you will not be less than the amount
you would receive if the assets were sold to an unaffiliated third party at a
purchase price of $76 million.

The table below sets forth the amount of cash projected for distribution
to you assuming that NCP-Six disposes of the assets based on the transaction
valuation of $76 million and fully liquidates. The projected net cash available
assumes that the transaction occurs on September 30, 1999, and thus reflects
payments of principal and interest on partnership indebtedness and certain
accrued receipts and costs as of September 30, 1999. As discussed in the
preceding paragraph, expenses of this proxy solicitation, including legal and
accounting costs, could be materially different if the transaction involved the
sale of the assets to a third party. See "FAIRNESS OF THE TRANSACTION -
Comparison of Northland's Offer to Highest Third-Party Bid - Lower Transaction
Costs." Although these expenses will vary depending on the timing and structure
of the sale transaction, the expenses incurred would likely be equal to or
greater than those set forth in the table. Other expenses, such as partnership
administrative costs and miscellaneous costs represent expenses which would be
incurred by NCP-Six regardless of the parties to or structure of a sale of
NCP-Six's assets. The estimated expenses includes an aggregate amount of
$750,000 which will be held in an escrow account to secure contingent
liabilities and indemnification obligations of NCP-Six. Regardless of whether
NCP-Six were selling its assets to Northland or to an independent third party,
we would include in an escrow account funds to secure these contingent
liabilities and indemnification obligations. The table also shows projected net
cash available for distribution based on a $1,000 capital contribution by a
limited partner.

THESE AMOUNTS SET FORTH ON THE FOLLOWING TABLE ARE PROVIDED ON A PRO FORMA
BASIS AS OF SEPTEMBER 30, 1999, AND ARE BEING PROVIDED FOR ILLUSTRATIVE PURPOSES
ONLY. WE CURRENTLY ANTICIPATE CLOSING TO OCCUR IN APRIL 2000. ACTUAL AMOUNTS
WILL VARY FROM THE PROJECTIONS INCLUDED ON THE FOLLOWING TABLE. THE AMOUNT OF
CASH ACTUALLY DISTRIBUTED TO YOU WILL VARY FROM THESE PROJECTIONS. THE AMOUNT OF
THE VARIANCE WILL DEPEND UPON A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED TO
THE ACTUAL DATE OF CLOSING, THE RESULTS OF OPERATIONS OF NCP-SIX PRIOR TO SUCH
DATE, AND THE EXTENT OF ANY CURRENTLY UNKNOWN LIABILITIES CONCERNING THE ASSETS
AND OPERATIONS OF THE PARTNERSHIP ARISING ON OR PRIOR TO THE DATE OF CLOSING
THAT ACCRUE PRIOR TO SUCH DATE. IN ANY EVENT, THE AMOUNT OF THE VARIANCE COULD
BE SIGNIFICANT. IF AT ANY TIME WE BELIEVE THAT THE AMOUNT OF CASH TO BE
DISTRIBUTED TO YOU MAY BE REDUCED BY MORE THAN $760,000 FROM THESE PROJECTIONS
(AN AMOUNT THAT REPRESENTS ONE PERCENT OF THE TOTAL TRANSACTION PRICE), THE
TRANSACTION WILL NOT PROCEED AND CLOSING WILL NOT OCCUR WITHOUT AGAIN OBTAINING
APPROVAL OF THE LIMITED PARTNERS.

The figures presented take into account, where applicable, the projected
costs associated with the proposed disposition of the assets, including proxy
solicitation expenses, and estimated general and administrative and operating
expenses. NCP-Six's assets other than the assets to be sold to Northland (which
include cash on hand and accounts receivable) have been included in the table in
computing the projected net cash available. Although the figures are presented
on a pro forma basis as if the transaction occurred on September 30, 1999, we do
not currently anticipate that any events will occur between September 30, 1999
and the closing date that will materially affect the figures.

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<PAGE> 24
PROJECTED CASH AVAILABLE IF CLOSING OCCURS

<TABLE>
<S> <C>
PARTNERSHIP PROJECTED CASH VALUE:

Gross Valuation for Assets........................................................................ $76,000,000

Adjustments to Gross Valuation:

Current Liabilities Assumed by Northland (1)................................................ (340,497)

Adjusted Gross Valuation.......................................................................... 75,659,503

Plus (Less) Partnership Liabilities and Other Assets:

Cash on Hand ............................................................................... 290,737
Receivables and Other Assets (2)............................................................ 818,784
Appraisals and Broker Expenses (3).......................................................... (875,000)
Transaction and Proxy Costs (4)............................................................. (250,000)
Partnership Administrative Costs (5)........................................................ (100,000)
Debt Repayment to Others (6)................................................................ (30,063,536)
Other Costs; Contingencies (7).............................................................. (750,000)

Projected Net Cash Value (8) (9).................................................................. 44,730,488

LIMITED PARTNERS' PROJECTED CASH AVAILABLE (9)......................................................... 36,237,450
----------

INITIAL DISTRIBUTION FROM CLOSING - (Per $1,000 Capital Contribution)............................. $2,054

DISTRIBUTION FROM NOTE PAYMENT, EXCLUDING INTEREST - (Per $1,000
Capital Contribution)....................................................................... 244

PREVIOUSLY RECEIVED CASH DISTRIBUTIONS - (Per $1,000 Capital Contribution)........................ 255

NORTH CAROLINA, SOUTH CAROLINA, AND MISSISSIPPI NON-RESIDENT TAX PAID ON BEHALF OF
THE LIMITED PARTNERS - (Treated as a Cash Distribution) (Applies only to North
Carolina, South Carolina, and Mississippi Non-Resident Limited Partners) (9)................ 135

AGGREGATE INTEREST ON NOTE PAYMENT - (Per $1,000 Capital Contribution )........................... 15
-----------

TOTAL OVERALL POTENTIAL RETURN OVER THE LIFE OF THE PARTNERSHIP PER $1,000
LIMITED PARTNER CAPITAL CONTRIBUTION (INCLUDING INTEREST)................................... $ 2,703
===========
</TABLE>

- ----------

(1) Consists of advance subscriber payments and deposits.

(2) Consists of NCP-Six's (i) accounts receivable of $708,961 and (ii) prepaid
expenses of $109,823, all of which were determined as of September 30,
1999.

(3) Under its agreement with Daniels & Associates and Communications Equity
Associates, NCP-Six is obligated to pay Daniels & Associates a fee equal
to $50,000 and to pay Communications Equity Associates a fee equal to
$50,000 and to reimburse each for their out-of-pocket expenses in
connection with their appraisals. NCP-Six is also obligated to pay a fee
equal to $760,000 to Daniels & Associates for its brokerage services which
amount represents one percent of the gross valuation of the assets being
sold.

(4) Estimated costs of this proxy solicitation and closing of the transaction,
including legal fees and expenses of approximately $150,000, printing
costs of approximately $75,000, mailing expenses of approximately $15,000,
and SEC filing fees of approximately $10,000. NCP-Six will be responsible
for all of these costs. No significant auditing or solicitation costs are
expected to be incurred in connection with the proposed transaction.

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<PAGE> 25
(5) General and administrative, auditing, accounting, legal, reporting and
other costs have been estimated through the final distribution, which is
assumed to occur in April 2001. It is estimated that approximately $50,000
of this amount will be payable to the managing general partner for its
services in the dissolution and winding up of NCP-Six. Services provided
by the managing general partner will include ongoing accounting and legal
services as well as administrative and investor relations services during
the dissolution and winding up of NCP-Six. The amount to be paid to the
managing general partner represents an estimate of the actual cost
incurred by the managing general partner to provide these services to
NCP-Six.

(6) Consists of (i) notes payable of $28,965,281 to NCP-Six's lender, (ii)
management fees and other allocated operating costs of $97,267 payable to
the managing general partner and affiliates, and (iii) accounts payable,
accrued expenses and other liabilities of $1,000,988, all of which were
determined as of September 30, 1999.

(7) Estimated amount to be set aside to cover contingent liabilities that may
exist at closing.

(8) "Projected Net Cash Value" includes the partners' distributive share of
cash and the value of Northland's in-kind distribution of assets.

(9) The difference between "Projected Net Cash Value" and "Limited Partners'
Projected Cash Available" represents the projected value of (i) the assets
distributed to Northland in-kind, plus the managing general partner's
share of non-system assets, less the managing general partner's share of
liabilities, and (ii) the projected cash available for distribution to the
administrative general partner, all as the general partners' shares are
determined after the limited partners receive 100% return on their
aggregate capital contributions. The tables below are illustrative:

Excess of Limited Partners' Capital Contributions over Prior Cash
Distributions:

<TABLE>
<CAPTION>
PER $1,000
PER UNIT INVESTMENT AGGREGATE
----------- ----------- -----------
<S> <C> <C> <C>
Original Capital Contribution ............................................ $ 500.00 $ 1,000 $14,892,000
Prior Cash Distributions ................................................. 127.50 255 3,797,460
----------- ----------- -----------
Excess ................................................................... $ 372.50 $ 745 $11,094,540
=========== =========== ===========

Projected Net Cash Value...................................................................................... $44,730,488

Distribution to the general partners equal to 1.01% of the excess of capital contributions over prior
cash distributions pursuant to Section 16(d)(iii)........................................................ (112,066)

Projected value of assets distributed to the general partners less share of liabilities as determined
after the limited partners receive 100% return on their aggregate capital contributions pursuant to
Section 16(d)(iv)........................................................................................ (8,380,971)
-----------

Limited Partners Projected Cash Available..................................................................... $36,237,451
===========
</TABLE>

<TABLE>
<CAPTION>
Distribution of Projected Net Cash Value: GENERAL LIMITED
PARTNERS PARTNERS TOTAL
----------- ----------- -----------
<S> <C> <C> <C>
Section 16(d)(iii):

Distributions to limited partners equal to the excess of capital
contributions over prior cash distributions ($372.50
per limited partnership unit) ....................................... $ -- $11,094,540 $11,094,540
Section 16(d)(iii):
Distributions to the general partners equal to 1.01% of the
amount distributable to the limited partners pursuant to
Section 16(d)(iii) .................................................. 112,066 -- 112,066
Section 16(d)(iv):
Balance distributed 75% to the limited partners and 25% to the
general partners .................................................... 8,380,971 25,142,911 33,523,882
----------- ----------- -----------

Distribution of Projected Net Cash Value ................................. $ 8,493,037 $36,237,451 $44,730,488
=========== =========== ===========
</TABLE>

(9) See "FEDERAL AND STATE INCOME TAX CONSEQUENCES -- State Tax
Considerations."

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<PAGE> 26
THE SPECIAL MEETING

This proxy statement is being furnished to you in connection with the
solicitation by the general partners of NCP-Six of proxies for use at the
special meeting of limited partners. The special meeting will be held on March
22, 2000 at 3:00 p.m., local time, at the office of NCP-Six at 1201 Third
Avenue, Suite 3600, Seattle, Washington 98101, and at any adjournment or
postponement of the meeting. The purpose of the meeting is to vote regarding the
proposed amendment to the limited partnership agreement to effect the proposed
transaction described in this proxy statement and the dissolution of NCP-Six.
You are invited to attend the special meeting and are urged to submit a proxy
even if you will be able to attend the special meeting. The approximate date of
mailing this proxy statement and the accompanying proxy card to you is
____________, 2000.

PURPOSE OF SPECIAL MEETING

We are calling the special meeting for the purpose of providing you with
an opportunity to vote on the proposed disposition of NCP-Six's assets and the
dissolution of NCP-Six. Limited partners who approve the proposal described in
this proxy statement will be consenting to the following:

- the disposition of the assets and an amendment to NCP-Six's limited
partnership agreement authorizing the acquisition of the assets by
Northland;

- the effect of the disposition of the assets and authorization on the
amount of proceeds and assets distributed to NCP-Six; and

- the dissolution, winding up and termination of NCP-Six.

RECORD DATE; LIMITED PARTNERS ENTITLED TO VOTE AT THE SPECIAL MEETING

Only persons who are limited partners of record of NCP-Six at the close of
business on December 31, 1999 will be entitled to notice of and to vote at the
special meeting and at any adjournment or postponement of the meeting. As of the
record date for the special meeting, there were 29,784 units ($500/unit) of
limited partnership interest outstanding, held by 1,841 limited partners of
record. We and our affiliates hold 30 units, none of which will be voted or
counted in determining whether the requisite approval has been obtained. Limited
partners will be entitled to one vote on each matter presented for approval at
the special meeting for each unit of limited partnership held on the record
date.

QUORUM; VOTE REQUIRED FOR APPROVAL

Pursuant to the NCP-Six limited partnership agreement, the presence in
person or by proxy of holders of limited partnership units representing a
majority of the votes entitled to be cast at the special meeting constitutes a
quorum for the transaction of business at the special meeting. Abstentions are
included in the calculation of the number of votes represented at a meeting for
purposes of determining whether a quorum has been achieved.

The approval of the proposed amendment regarding the proposed transaction
with Northland and the dissolution of NCP-Six requires the affirmative vote of
the holders of a majority of the outstanding units of limited partnership
interest. We and our affiliates hold 30 units, none of which will be voted or
counted in determining whether the requisite approval has been obtained. A
failure to submit a proxy card (or to vote in person at the special meeting), or
an abstention will have the same effect as a vote to "DISAPPROVE" the proposed
transaction. You should be aware that if holders of a majority of the units
approve this proposal, the amendment will be adopted and even if you vote to
"DISAPPROVE" or "ABSTAIN" you will be bound by that vote. IF YOU DO NOT APPROVE
OF THE PROPOSED TRANSACTION YOU SHOULD VOTE TO "DISAPPROVE" THE AMENDMENT.

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<PAGE> 27
USE OF PROXIES AT THE SPECIAL MEETING

We will assure that all properly executed proxies that we receive before
the special meeting are voted at the special meeting as you instruct on the
proxy. Signed proxies returned by limited partners who do not specify whether
they wish to approve the proposed transaction will be voted to "APPROVE" the
transaction. All questions as to the validity, form, eligibility, time of
receipt, and acceptance of any proxies will be determined by the managing
general partner in its sole discretion, which determination will be final and
binding.

The proposal described in this proxy statement is an integrated
transaction. Therefore, you may not vote for or against individual elements of
the proposed amendment, but must vote either to "APPROVE" or "DISAPPROVE" the
proposed amendment as a whole. We know of no matters that will be presented for
a vote at the special meeting other than the matters identified in this proxy
statement and on the proxy card. If any other matters are properly presented,
the persons designated as proxies on the enclosed proxy card intend to vote on
the matters in accordance with their judgment.

A form of the proxy being solicited is included as Exhibit A to this proxy
statement. Actual, execution-ready proxy forms accompany this proxy statement.
By submitting a completed and executed proxy, you will be appointing each of
John S. Whetzell and Richard I. Clark as your attorney-in-fact to vote your
interest at the special meeting with respect to approval or disapproval, as you
specify on the proxy card, of the disposition and related actions described in
the proxy. Messrs. Whetzell and Clark serve as President and Vice
President/Treasurer, respectively, of the managing general partner. We request
that you complete, date and sign the accompanying proxy card and return it
promptly in the enclosed postage-paid envelope, even if you are planning to
attend the special meeting.

REVOCATION OF PROXIES

Once you submit a signed proxy, you may change your vote only by (1)
delivering to the managing general partner before the special meeting either a
signed notice of revocation or a signed proxy dated subsequent to the date of
the proxy previously given, or (2) personally appearing at the special meeting
and, prior to the commencement of the meeting, delivering to the managing
general partner notice in writing that the proxy already given is being revoked.
Attendance at the special meeting, by itself, will not revoke a proxy.

SOLICITATION OF PROXIES

NCP-Six will bear the cost of solicitation of proxies for the special
meeting. Solicitation may be in person, by telephone, mail, facsimile or other
means. The general partners and their directors, officers, partners and
employees may solicit the vote of limited partners. These persons will receive
no additional compensation for their assistance in soliciting proxies.

NO DISSENTERS' RIGHTS

You are not entitled to dissenters' or appraisal rights in connection with
the proposed transaction, under either the NCP-Six limited partnership agreement
or Washington law. Appraisal rights will not be voluntarily accorded to
dissenting partners in connection with the proposed transaction.

Dissenting partners are protected under state law by virtue of the
fiduciary duty of the general partners to act with prudence in the business
affairs of NCP-Six on behalf of both the general partners and the limited
partners. Records of NCP-Six are available for inspection by limited partners
upon reasonable notice and during reasonable business hours. Neither the general
partners nor NCP-Six will bear the costs of a limited partner who desires to
obtain counsel or appraisal services.

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<PAGE> 28
RECOMMENDATION OF THE GENERAL PARTNERS

We recommend that you vote to "APPROVE" the proposed transaction and
amendment to the limited partnership agreement. The 30 units of limited
partnership interest held by us or our affiliates will not be included in
determining whether the requisite approval has been obtained.

BACKGROUND AND REASONS FOR THE PROPOSED TRANSACTION

GENERAL

NCP-Six was formed on January 22, 1986 and began operations in 1986 with
the acquisition of cable television systems serving several communities and
surrounding areas in Mississippi and North Carolina. In a series of transactions
since then, NCP-Six acquired and now operates the cable television systems of
seven operating groups located in the following geographic areas:

- Starkville, Philadelphia, Kosciusko and Forest, Mississippi;
- Highlands, North Carolina; and
- Barnwell and Bennettsville, South Carolina.

All of the initial acquisitions were financed through a combination of limited
partners' equity and bank loans and the later acquisitions were financed through
a combination of partnership cash flow and bank loans. As of September 30, 1999,
the outstanding principal balance owing on NCP-Six's bank financing was
approximately $28,965,000. In addition, NCP-Six owed the managing general
partner and affiliates an aggregate of approximately $97,000 for unreimbursed
operating expenses.

As of September 30, 1999, the total number of limited partners in NCP-Six
was 1,841, holding a total of 29,784 units ($500/unit) of limited partnership
interest.

BACKGROUND OF THE TRANSACTION

We believe that many investors have held their units for more than 13
years without liquidity and that a significant number of limited partners may
desire to liquidate their investment. We have been concerned about the lack of
meaningful liquidity available for limited partners in NCP-Six. There is no
established secondary or public market in which the units are being actively
traded, although we are aware that there has been some recent private sales
activity and tender offers for units of limited partnership interests, in
addition to transfers in connection with estate and retirement planning, by
will, gift or settlement. Pending a liquidation of NCP-Six, we believe the units
will likely remain an illiquid investment. This lack of a formal secondary
market for the units restricts the ability of investors to increase or decrease
their investment in response to changing personal circumstances or the
performance of NCP-Six. Our concern has recently increased due to activity by
unrelated third parties in making tender offers and other offers to purchase
units at prices below the initial purchase price for the units ($500/unit) and
which, in our opinion, do not fairly represent the underlying value of the
units.

We have not undertaken any general solicitation or survey of the limited
partners to determine the desire of the limited partners to liquidate their
investment. However, based on unsolicited comments and questions from limited
partners with respect to a liquidation of their investment, the lack of public
market for the units of limited partnership and the 13-year duration of NCP-Six,
we believe that limited partners may welcome the opportunity to liquidate their
investment. We concluded that it was in the best interest of limited partners
for NCP-Six to develop a transaction which would provide an opportunity for
liquidity and for a positive return on their investment over the life of the
partnership.

Under these circumstances, in the spring of 1999, the managing general
partner began to formulate a proposal to sell NCP-Six's assets in order to
provide a liquidity event for the limited partners. We decided to

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implement the proposed transaction at this time in light of the length of time
over which limited partners have held their investment, the belief that limited
partners would welcome the opportunity to liquidate their investment and the
possibility that Northland might have access to funds necessary to consummate
the proposed transaction.

Beginning in the spring of 1999, representatives of the managing general
partner contacted legal counsel, cable system brokers and appraisal firms to
discuss options available to NCP-Six to provide an opportunity for liquidity to
the limited partners. The managing general partner and the administrative
general partner engaged in general discussions regarding a liquidity event for
the limited partners and the proposed transaction. Although the managing general
partner and the administrative general partner are general partners of a number
of other cable television system limited partnerships, the administrative
general partner is independent of Northland. Officers of FN Equities, Inc., the
corporate general partner of the administrative general partner, also considered
the proposed transaction. See "INFORMATION ABOUT NCP-SIX - Certain Affiliates of
NCP-Six."

The possibility that Northland might acquire the assets arose at the same
time that we began to consider a means to permit limited partners to liquidate
their investment in NCP-Six. In evaluating the possibility of Northland or an
independent third party acquiring the assets, the general partners' primary
motivating factor was their desire to obtain liquidity for the limited partners
at a maximized value. The possibility was considered by John S. Whetzell and
Richard I. Clark, who are senior officers of the managing general partner and
who are each shareholders of Northland Telecommunications Corporation, the sole
shareholder of the managing general partner. Accordingly, Messrs. Whetzell and
Clark were in a position to assess the opportunity presented to both NCP-Six and
Northland by the prospect of a sale or other disposition of the assets. By
virtue of their dual capacity and their ownership interest in the managing
general partner, Messrs. Whetzell and Clark faced a conflict of interest in
making this assessment.

Although the general partners also recognized that the assets might be
more attractive to Northland than to a third party, they determined to open up
the proposed sale of NCP-Six to interested third parties. Factors that make the
acquisition more attractive to Northland include its familiarity with the
operation of the assets and the ownership by Northland of other cable television
systems in the vicinity of the assets. This proximity may afford Northland the
opportunity to take advantage of economies of scale, including centralized or
regionalized billing, management and advertising functions, existing
maintenance, installation, customer service and support personnel and
utilization of existing regional infrastructure. While other third-party cable
system owners and operators have cable systems adjacent to certain assets,
NCP-Six is not aware of any single entity which owns or operates cable
television systems near all or substantially all of the systems owned by
NCP-Six. Accordingly, a third party would not be likely to experience the same
economies of scale as those available to Northland. A third-party purchaser
would also be forced to bear transaction costs that Northland would not be
required to bear. For example, Northland's engineers are currently familiar with
the technical aspects of the systems comprising the assets, and Northland's
management is familiar with NCP-Six's on-site operations and administrative
staff. A third-party purchaser presumably would be required to devote additional
management, administrative, human resources and technical attention to the
operation of the assets while gaining the degree of familiarity with the assets
that Northland has attained.

In April 1999, the general partners determined to obtain an appraisal of
the fair market value of the assets to assist in determining the best
alternative for liquidity. Representatives of the managing general partner met
with representatives of Daniels & Associates and Communications Equity
Associates, two internationally-recognized firms experienced in appraising cable
television systems and other media-related businesses, to discuss the potential
sale of NCP-Six and an appraisal of the assets. These firms were selected in
large part based on their experience in the cable television industry generally,
on appraising cable television assets in similar transactions and on their
research capabilities and resources.

Between April 26, 1999 and May 5, 1999, representatives of Daniels &
Associates and Communications Equity Associates met with Richard I. Clark, Vice
President of the managing general partner, to perform on-site due diligence
inspections of the systems and the communities served.

On May 25, 1999, NCP-Six formally engaged Communications Equity Associates
to perform an appraisal of the fair market value of NCP-Six's assets.

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On June 25, 1999, NCP-Six formally engaged Daniels & Associates to perform
an appraisal of the fair market value of NCP-Six's assets with a valuation date
as of July 1, 1999.

In early July 1999, each of Communications Equity Associates
and Daniels & Associates delivered its written appraisal to the managing general
partner valuing NCP-Six's assets as of July 1, 1999. The Communications Equity
Associates appraisal valued the assets at $74.6 million. The Daniels &
Associates appraisal valued the assets at $73.3 million.

Concurrently with the appraisal process, representatives of the general
partners generally evaluated the possibility of obtaining third-party bids for
the purchase of the assets. Notwithstanding Northland's interest in acquiring
the assets and other motivating factors, we determined to open the proposed sale
of NCP-Six for the solicitation of bids from interested third parties. Based on
the general partners' experience in connection with transactions involving
similar sized cable television systems, and after considering the current small,
rural cable system marketplace, the physical location of NCP-Six's systems and
the cable operators known to the general partners who own systems in the
vicinity of NCP-Six's systems, the general partners concluded that soliciting a
third-party purchaser for the assets would require NCP-Six to retain a broker.

Accordingly, on July 2, 1999, NCP-Six engaged Daniels & Associates to
assist in brokering the sale of NCP-Six's cable systems to a third party. During
July and early August 1999, Daniels & Associates contacted 35 potential
purchasers regarding the solicitation of bids for the sale of all or a portion
of NCP-Six's assets. Daniels & Associates provided each potential purchaser that
was interested in the bidding process with information about NCP-Six and its
assets, as well as a form of asset purchase agreement for them to use in
submitting their offers to the general partners.

During this time generally, we discussed the formation of a special
committee to review the transaction and concluded that the expense of forming a
special committee outweighed any benefits to the limited partners that might
result from independent representation. We believed that a special committee was
not necessary because we believe that the steps taken and to be taken constitute
sufficient safeguards for the limited partners' interests, including:

- the solicitation of bids from third parties through Daniels &
Associates, an experienced, internationally-recognized broker of
cable television systems;
- the commissioning of two independent appraisals of the fair market
value of the assets; and
- the submission of the proposed transaction to limited partners for
their approval.

In early August 1999, representatives of several potential purchasers met
with a representative of Daniels & Associates to perform on-site due diligence
reviews of the systems.

On August 20, 1999, the submission date for third-party bids, Daniels &
Associates received offers from three parties, submitting four different offers
to purchase all or a portion of the assets. Two of the offers proposed the
purchase of a portion of the systems. The remaining two offers proposed the
purchase of all of the systems, at a purchase price of $76 million and $70.4
million, respectively.

On August 30, 1999, Messrs. Whetzell, Clark, and senior officers of the
managing general partner, and legal counsel for NCP-Six met to review and
evaluate the four offers. They reviewed the scope of the offers, the terms and
amount of the proposed purchase prices, and other conditions to the four offers.
The representatives of the managing general partner, expressing the goal of
maximizing value to the limited partners, rejected the two offers for less than
all the systems and also rejected the lower priced offer for all the systems.
They discussed the terms of the offer for $76 million and came up with a list of
questions and clarification points to follow-up with the third-party bidder.

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<PAGE> 31
On September 3, 1999, legal counsel to NCP-Six responded in
writing to the third-party bidder, requesting clarification on several threshold
matters on the proposal, including conditions to signing of a definitive
agreement, financing and the availability of funds and remedies for breaches of
the definitive agreement.

On September 9, 1999, Messrs. Whetzell, Clark, senior officers and legal
counsel for NCP-Six met to discuss oral comments provided by the third-party
bidder. Mr. Penney sent a letter to the third-party bidder requesting a written
response to the letter of September 3 to discuss the issues raised by NCP-Six
and setting a deadline of September 17, 1999 for the response.

On September 17, 1999, the third-party bidder responded in writing to
NCP-Six's comments. As part of its response, the bidder also proposed as a new
condition that the transaction include provision for payment of a break-up fee
to the bidder if the transaction was not consummated due to the failure of the
limited partners to approve the transaction and the assets were subsequently
sold to another party within three years.

On September 23, 1999, Messrs. Whetzell and Clark, representatives of the
administrative general partner and legal counsel to NCP-Six participated in a
conference call to discuss the revised offer from the third-party bidder. The
representatives of the general partners discussed the terms of the offer,
including the break-up fee, payment terms for the purchase price and the terms
of the proposed asset purchase agreement. The representatives decided to reject
the third-party offer as presented and informed the bidder in writing of this
decision.

Following the rejection of the third-party bids, Northland submitted an
offer to acquire all of the assets of NCP-Six. The Northland offer, which is the
subject of this proxy statement proposal, proposed a total valuation of $76
million, an amount equal to that of the highest third-party bid. After reviewing
the Northland offer, we believe that the offer is more favorable to NCP-Six and
you than any of the third-party bids we received. A detailed discussion of the
terms of the Northland offer is set forth below at "FAIRNESS OF THIS TRANSACTION
- - Comparison of Northland Offer to Highest Third Party Bid."

REASONS FOR THE TRANSACTION

In deciding whether to recommend the transaction to the limited partners
and in structuring the terms of the transaction, we considered the benefits to
be derived as a result of the transaction, including:

- providing the limited partners an opportunity to liquidate their
investment for an amount that we believe represents fair value for
the partnership assets.

In reaching our conclusion to recommend that the limited partners approve
amendment to authorize the transaction with Northland, we considered a number of
factors, including, among others:

- the past and projected financial and operational performance of
NCP-Six;

- the relative lack of liquidity for the units;

- recent tender offer activity to purchase units at prices below the
initial purchase price of the units ($500/unit) that, in our
opinion, do not fairly represent the underlying value of the units;

- the term of the partnership expires on December 31, 2001, according
to the limited partnership agreement, and the need either to extend
the term or to sell and liquidate the assets;

- various alternatives to the transaction, including the alternative
of remaining as an independent active operator of the systems and of
selling portions or all of the systems to unaffiliated
third-parties;

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<PAGE> 32
- the two appraisals for the assets prepared by Daniels & Associates
and Communications Equity Associates;

- the terms of the proposed asset purchase agreement presented by
Northland, compared to the terms of the proposed asset purchase
agreements presented by each of the third-party bidders, including
the representations, warranties, covenants, conditions, escrow,
indemnification and break-up fee provisions;

- the relative lesser costs and shorter time-line involved in
connection with selling the assets to Northland, compared with the
potential protracted period of negotiations and due diligence and
increased transaction costs resulting from sale of the assets to one
or more unaffiliated third-party purchasers; and

- the ability of Northland to obtain financing and complete the
transaction.

We also considered a variety of risks and potentially negative factors in
deliberations concerning the proposed transaction with Northland. In particular,
we considered the following:

- the possibility that the value of the systems and assets might
increase from the transaction valuation prior to or following the
transaction;

- conflicts of interest facing the general partners in structuring and
implementing the transaction;

- terms of the promissory note, including that it will be unsecured
debt of Northland and junior to all senior debt of Northland;

- the tax impact of the transaction on limited partners; and

- the costs of the transaction and the effect of transaction expenses
and other known and contingent liabilities on the net amount to be
distributed to limited partners.

We did not make a quantitative analysis of the factors considered, but
concluded that the anticipated benefits of the transaction outweighed the
possible drawbacks.

GENERAL PARTNER APPROVAL

For the reasons discussed above, we determined that the terms of the
proposed transaction are in the best interests of NCP-Six and you and is fair to
NCP-Six and you.

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<PAGE> 33
FAIRNESS OF THE TRANSACTION

OUR BELIEF AS TO FAIRNESS

We considered the issues of fairness of the proposed transaction in
collaboration with members of our respective boards of directors and senior
officers. In analyzing the fairness issue, discussions focused on appropriate
valuation of the assets and conflicts of interest faced by the managing general
partner. We determined at the outset that concurrence by the administrative
general partner would be required with respect to decisions made regarding the
proposed transaction, because the administrative general partner is not subject
to conflicts in the proposed transaction to the same extent as the managing
general partner.

We, the managing general partner and the administrative general partner,
both believe that the terms of the proposed transaction are reasonable and fair
to you. This determination of fairness, as well as the decision to recommend
that limited partners vote to "APPROVE" the proposed transaction, was unanimous
among our management personnel. We based this conclusion on the following
material factors:

- the form and amount of consideration offered to you;

- the two independent appraisals prepared by Daniels & Associates and
by Communications Equity Associates, which were used in part in the
determination of the transaction price for the assets;

- the opportunity for you to vote to "DISAPPROVE" the transaction and
the requirement that the transaction be approved by limited partners
holding a majority in interest of the outstanding units.

MATERIAL FACTORS UNDERLYING BELIEF AS TO FAIRNESS

The following is a discussion of some of the material factors underlying
our belief that the proposed transaction is fair to you.

- Consideration Offered. We believe that the transaction valuation for
the assets, $76 million, constitutes fair value. In reaching this
conclusion, we considered the appraisals of the fair market value of
the assets prepared by Daniels & Associates and by Communications
Equity Associates, and we considered the bids solicited from
independent third parties by Daniels & Associates.

- Independent Appraisals. In concluding that the proposed transaction
is fair to you, we considered the appraisals of the fair market
value of the assets assembled by Daniels & Associates and by
Communications Equity Associates. See "- Appraisal Process; Summary
of Appraisals" below. Daniels & Associates concluded that the fair
market value of the assets was $73.3 million, and Communications
Equity Associates concluded that the fair market value of the assets
was $74.6 million. In evaluating the appraisals of Daniels &
Associates and Communications Equity Associates, we did not review
any information other than a copy of each appraisal. In particular,
we did not review the actual forecasts prepared by either Daniels &
Associates or Communications Equity Associates in arriving at the
valuations contained in their appraisals. Based on our experience in
the cable television industry and our general familiarity with
industry news as reported by trade journals, however, we believe
that the fair market value of the assets as determined by Daniels &
Associates and by Communications Equity Associates is a fair
assessment of the value of the assets. The transaction price offered
by Northland in the proposed transaction is greater than both of the
two appraisals for the assets.

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You should note that in November 1999 we were made aware of a new
overbuild situation facing one of NCP-Six's systems. This overbuild
may have a negative impact on the present or future value or
revenues of that system. This overbuild situation was not present at
the time of either of the appraisals or at the time of the
third-party bid solicitation and could not be considered in either
the appraisal process or third-party bids. We cannot predict whether
or to what extent this overbuild situation would have affected the
results of either appraisal or the third-party bids we received.

- Third-Party Bid Solicitation. In concluding the proposed transaction
is fair to you, we have also considered the bids solicited from
third parties by Daniels & Associates, an experienced and
independent broker of cable television systems. Daniels & Associates
contacted 35 potential purchasers to solicit cash bids for some or
all of the assets. Ultimately, two bids for some of the assets and
two bids for all of the assets were submitted. One bid for all of
the assets offered an amount of $76 million, and the other offered
an amount of $70.4 million. The two bids for portions of the assets
offered an amount, on a per subscriber basis, that did not differ
materially from the higher bid for all the assets. We rejected all
of the third party bids for reasons explained in "- Third-Party Bid
Solicitation Process" below, and we accepted Northland's offer
establishing a total valuation of $76 million for the assets. The
transaction valuation offered by Northland in the proposed
transaction is equal to the amount of the highest third-party bid.

- Consent Procedures. The proposed transaction can take place only if
limited partners holding a majority of the limited partnership units
(not including units held by us or our affiliates) approve the
amendment to the limited partnership agreement attached to this
proxy statement as Exhibit A. IF YOU DO NOT APPROVE OF THE PROPOSED
TRANSACTION, YOU SHOULD VOTE TO "DISAPPROVE" THE AMENDMENT. If
holders of a majority of the units vote to disapprove the amendment,
we will not proceed with the transaction. In addition, even if the
transaction is approved, it must close within 180 days after the
special meeting. If the transaction does not close within this time
period, or if at any time prior to closing we determine that
cumulative distributions to limited partners from the transaction
may be reduced by more than $760,000 from the estimated distribution
projections (an amount that represents one percent of the total
transaction price), NCP-Six will not sell the assets to Northland,
any affiliate of Northland, or any third party without again
obtaining approval of the limited partners. We believe that these
approval requirements provide you with additional procedural
safeguards in the proposed transaction.

In addition to the material factors just described, we considered a
variety of potentially negative factors relating to the proposed transaction. We
discuss these potentially negative factors more thoroughly in this proxy
statement at "SPECIAL FACTORS" above.

- Although we believe that the transaction price represents the fair
market value of the assets as of the date of the appraisals and as
of the date we received third-party bids for the assets, the assets
may appreciate in value prior to, or after, the date that the
proposed transaction closes.

- We have substantial conflicts of interest in this transaction.

- Although we believe that limited partners are interested in a means
of liquidating their investment, the proposed transaction has not
been solicited by limited partners.

- We did not retain an unaffiliated, independent third party to
represent your interests in structuring the proposed transaction,
nor did we seek or obtain a fairness opinion from an independent
third party with respect to this transaction, nor did we obtain a
fairness opinion as to the transaction.

- In determining the value of the systems, we did not consider current
market prices or historical market prices for limited partnership
units in NCP-Six due to the absence of an established public market
in which units of limited partnership interests are being traded.

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We did not make a quantitative analysis of the factors considered, but concluded
that we believe that these negative factors are not sufficient to outweigh the
advantages of the transaction.

APPRAISAL PROCESS; SUMMARY OF APPRAISALS

In May 1999, NCP-Six retained Communications Equity Associates, an
internationally-recognized cable brokerage, appraisal and investment banking
firm to appraise the fair market value of the assets. In June 1999, NCP-Six
retained Daniels & Associates, an internationally-recognized cable brokerage,
appraisal and investment banking firm to appraise the fair market value of the
assets. Given Daniels & Associates' and Communications Equity Associates'
experience, we did not retain any other outside experts. NCP-Six will pay the
fees and expenses of Daniels & Associates and Communications Equity Associates
in connection with their appraisals.

NCP-Six instructed both Daniels & Associates and Communications Equity
Associates to prepare appraisals on the basis that the assets were to be sold to
an independent third party on the open market. Daniels & Associates and
Communications Equity Associates were advised at the time of the engagement that
Northland would be a potential buyer of the assets. Daniels & Associates
delivered a written report in July 1999 that the fair market gross asset value
of the assets as of July 1, 1999 was $73.3 million. Communications Equity
Associates delivered a written report in July 1999 that the fair market gross
asset value of the assets as of July 1, 1999 was $74.6 million.

Daniels & Associates and Communications Equity Associates each relied on a
discounted cash flow analysis based on the projected operating results of the
systems over a ten-year period, and applied a factor for the residual value of
the assets at the end of that ten-year period. To that extent, in relying on
these appraisals, we indirectly considered the going concern value of the
assets, as well as a hypothetical liquidation value at the end of a projected
period. Daniels & Associates and Communications Equity Associates also each
undertook a comparable private market transaction multiples analysis, to
correlate and validate the findings of the discounted cash flow analysis. This
methodology involved a review of other cable system sales that have occurred
over the recent past, and a comparison of the value-per-subscriber and multiple
of cash flows for those system sales with the same statistics for NCP-Six.

The following summaries are qualified by, and should be read in
conjunction with, the Daniels & Associates appraisal and the Communications
Equity Associates appraisal. YOU ARE ENCOURAGED TO REVIEW THE APPRAISALS
PREPARED BY DANIELS & ASSOCIATES AND COMMUNICATIONS EQUITY ASSOCIATES WHICH ARE
ATTACHED TO THIS PROXY STATEMENT AS EXHIBITS D AND E, RESPECTIVELY.

DANIELS & ASSOCIATES APPRAISAL

General. Daniels & Associates was engaged by NCP-Six to appraise NCP-Six's
assets comprising the cable television systems serving the seven communities in
Mississippi, South Carolina and North Carolina. Daniels delivered a written
summary, based upon the review, analysis, scope and limitations described in its
written summary, as to the fair market value of these systems as of July 1,
1999. Some of the material assumptions, qualifications, limitations and methods
used in the Daniels appraisal are described below.

Summary of Methodology. Daniels evaluated each system on a going-concern
basis, in conformance with standard appraisal techniques, utilizing a ten-year
discounted net cash flow analysis and applying relevant market and economic
factors.

In valuing the assets, Daniels relied on a discounted operating cash flow
analysis based on the projected operating results of the assets over a ten-year
period and applied a factor for the residual value of the assets at the end of
that ten-year period. The discounted cash flow analysis is also correlated and
validated by a review of private market transactions in cable systems that have
occurred in the recent past. The market transaction approach applies the value
per subscriber and operating cash flow multiples from the private market sales
to the respective statistics of NCP-Six's assets. According to Daniels, both the
discounted cash flow analysis and the comparable

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private market transaction multiples analysis are standard valuation
methodologies used in the cable television industry.

In the course of performing the valuation, Daniels engaged in discussions
with employees of the managing general partner's corporate office and local
systems offices, made due diligence visits to substantially all of the operating
systems comprising the assets, reviewed and evaluated materials and information
provided by the managing general partner and local cable system management,
researched demographic information relating to the various communities served by
NCP-Six, analyzed forecasted financial and operating information, and drew upon
its own general knowledge about the cable television industry. On the basis of
this information and these efforts, Daniels prepared summaries of relevant
operating, technical, financial and demographic characteristics of NCP-Six's
operating systems.

Thereafter, in order to assess the fair market value of NCP-Six's assets,
Daniels prepared detailed operating and financial forecasts for each of the
seven cable system operating groups, taking into account operating revenues and
expenses as well as capital expenditure requirements. These financial forecasts
formed the basis for determining a discounted cash flow for each cable system
operating group. The combined values for each cable system operating group
constituted the value of the cable operating assets for NCP-Six on a discounted
cash flow basis. In addition to this methodology, Daniels used the comparable
private market transaction multiple methodology to derive an aggregate value for
NCP-Six by analyzing the value per subscriber and operating cash flow multiples
obtained in private sales of comparable systems. These multiples were compared
to similar multiples for the assets obtained using the value arrived at for the
assets by the discounted cash flow methodology. Informed by the results of both
of these methodologies, Daniels then determined a final appraised value for
NCP-Six's assets.

Assumptions. In performing its discounted cash flow analysis of the value
of the assets, Daniels assumed the assets have been and will continue to be
operated as efficiently as comparable cable systems, and that the franchises and
asset leases used by NCP-Six in the operation of the assets will be renewed
indefinitely as needed without material change except to reflect any upgrade or
rebuild of the assets. In addition, Daniels assumed, in evaluating future
capital expenditures and cash flows, that the various systems comprising the
assets will be upgraded within three to five years. You should note that events
occurring after July 1, 1999, and before the effective date of the transaction
could affect the properties or assumptions used in preparing the appraisals.
Daniels will not deliver any additional written summary of the analysis and will
not prepare an update to its appraisal closer to the time of closing.

Discounted Cash Flow Valuation. The discounted cash flow valuation
methodology measures the present value of the assets' forecasted free cash flow
from operations, which is defined as earnings before interest, taxes,
depreciation and amortization ("EBITDA"), less capital expenditures including
all rebuild or upgrade costs. Daniels determined forecasted free cash flows by
creating ten-year operating forecasts for each of the operating systems
comprising the assets, each of which took into account detailed projections of
revenue and expense components. Daniels then calculated the projected residual
value of the assets assuming a sale of each system at the end of the ten-year
period. This terminal enterprise value was based on a multiple of EBITDA which
Daniels determined to be reasonable in light of comparable private market
transaction multiples of EBITDA.

Daniels' revenue forecasts were based on its forecasts of the number of
homes passed and the subscriber penetration levels and rates for each system
operating group, plus an analysis of non-subscriber based revenue sources. Its
expense forecasts were based on assumed rates of inflation over the forecast
period, adjusted to reflect the particular growth characteristics of each system
operating group. The capital expenditure forecasts were based upon costs
associated with new construction of cable plant, plant maintenance, and rebuild
or upgrade requirements. Daniels believes that the opportunity of the systems
comprising the assets to provide ancillary telecommunications and data services
are limited and costs uncertain, and thus Daniels did not include telephony or
data service revenue, expenses or capital costs in its projections. Daniels did
include residential data services revenue and expenses where appropriate. All
information provided to the managing general partner relating to Daniels'
operating revenue and expense forecasts and the assumptions underlying these
forecasts is contained in the Daniels appraisal.

Once Daniels had arrived at a forecast of cash flows and terminal
enterprise values, it discounted these values back to the present at a discount
rate representing the weighted average cost of capital for various entities

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within the cable television industry that are capable of consummating a sale
similar in size to the acquisition of the assets. Daniels described the weighted
average cost of capital as the rate of return required by an entity on its
investment in order to satisfy the expectations of the entity's debt and equity
investors. Daniels assumed, after some analysis, that the prime rate on July 1,
1999 (7.5%) was a fair estimate of the cost of debt. It determined the cost of
equity by sampling the estimated private market cost of equity for cable
television investments and blended this cost with the equity return objectives
for large publicly traded companies. Daniels determined the cost of equity to be
22.5%. Daniels arrived at a weighted cost of capital of 13.50%.

Applying the discount rate to its cash flow forecasts, Daniels arrived at
a valuation of $73.3 million for NCP-Six's assets, representing a value equal to
10.9 times annualized free cash flow and $2,200 per equivalent basic subscriber.

Comparable Transactions Valuation. In addition to the discounted cash flow
methodology, Daniels used the comparable private market transaction multiples
methodology. Daniels describes this as another generally accepted valuation
methodology for correlating and validating the findings of the discounted cash
flow analysis with private market realities. Under this methodology, Daniels
compared selected market multiples reported in the sales of cable television
systems of similar size, situated in similar markets, and of similar technical
condition to the assets. In these transactions, the purchase prices paid ranged
from 9.0 to 14.0 times operating cash flow, with a weighted average of 10.0.
Prices per subscriber ranged from $1,500 to $2,732, with a weighted average of
$1,940. All information provided to the managing general partner relating to the
basis for Daniels' selection of comparable transactions is contained in the
Daniels appraisal.

Valuation. Based on its analysis using these two methodologies, Daniels
arrived at an estimated fair market value for NCP-Six's cable television system
assets as of July 1, 1999 of $73.3 million, representing 10.9 times the
estimated operating cash flow and a value per equivalent basic subscriber of
$2,200. This cash flow multiple is slightly higher than the weighted average
multiple for comparable transactions and equal to the multiple derived from the
discounted cash flow analysis. The value per subscriber is higher than the
weighted average value per subscriber derived from the comparable transactions
analysis and equal to the value per subscriber derived from the discounted cash
flow analysis. This appraised value appears fair and reasonable to the general
partners.

COMMUNICATIONS EQUITY ASSOCIATES APPRAISAL

General. Communications Equity Associates ("CEA") was engaged by NCP-Six
to appraise NCP-Six's assets comprising the seven cable television systems
serving the seven communities in Mississippi, South Carolina and North Carolina.
CEA delivered a written summary, based upon the review, analysis, scope and
limitations described in its written summary, as to the fair market value of
these systems as of July 1, 1999. Some of the material assumptions,
qualifications, limitations and methods used in the CEA appraisal are described
below.

Summary of Methodology. CEA evaluated each system based on a going-concern
basis, in conformance with standard appraisal techniques, utilizing a ten-year
discounted net cash flow analysis and applying relevant market and economic
factors. In valuing the assets, CEA relied on a discounted cash flow analysis
and market approach. The discounted cash flow approach is based on the projected
operating results of the assets over a ten-year period and applies a factor for
the residual value of the assets at the end of that ten-year period. The market
transaction approach reviews and compares recent private market transactions
involving comparable assets. The market approach provides a comparison of (1)
the multiple of cash flow represented by the purchase price of such other
systems with the multiple of NCP-Six's cash flow represented by the appraised
value for the assets, and (2) the value-per-subscriber of such other system
sales with the value-per-subscriber valuation of the assets. According to CEA,
both the discounted cash flow analysis and the comparable private market
transaction multiples analysis are generally accepted valuation methodologies
for cable television systems.

In the course of performing the valuation, CEA engaged in discussions with
employees of the managing general partner's corporate office and local systems
offices, made due diligence visits to substantially all of the operating systems
comprising the assets, reviewed and evaluated materials and information provided
by the managing general partner and local cable system management, researched
demographic information relating to the various communities served by

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NCP-Six, analyzed forecasted financial and operating information, and drew upon
its own general knowledge about the cable television industry. On the basis of
this information and these efforts, CEA prepared summaries of relevant
operating, technical, financial and demographic characteristics of NCP-Six's
operating systems.

In order to assess the fair market value of NCP-Six's assets, CEA prepared
detailed operating and financial forecasts for each of the seven cable system
operating groups, taking into account operating revenues and expenses as well as
capital expenditure requirements. These financial forecasts formed the basis for
determining a discounted cash flow for each cable system operating group. The
combined values for each cable system operating group constituted the value of
the cable operating assets for NCP-Six on a discounted cash flow basis. In
addition to this methodology, CEA used the comparable private market transaction
multiple methodology to derive an aggregate value for NCP-Six by analyzing the
value per subscriber and operating cash flow multiples obtained in private sales
of comparable systems. These multiples were compared to similar multiples for
the assets obtained using the value arrived at for the assets by the discounted
cash flow methodology. Informed by the results of both of these methodologies,
CEA then determined a final appraised value for NCP-Six's assets.

Assumptions. In performing its discounted cash flow analysis of the value
of the assets, CEA assumed the assets have been and will continue to be operated
as efficiently as comparable cable systems, and that the franchises and asset
leases used by NCP-Six in the operation of the assets will be renewed
indefinitely as needed without material change, other than upgrade and/or
rebuild requirements. CEA further assumed that the systems were in material
compliance with all franchise, regulatory and FCC requirements. CEA relied
substantially on financial statements and operational information provided by
the general partners and CEA did not independently verify the information. You
should note that events occurring after July 1, 1999, and before the effective
date of the transaction could affect the properties or assumptions used in
preparing the appraisals. CEA will not deliver any additional written summary of
the analysis and will not prepare an update to its appraisal closer to the time
of closing.

Discounted Cash Flow Approach. The discounted cash flow approach measures
the present value of the assets' forecasted free cash flow from operations less
capital expenditures including all rebuild or upgrade costs. CEA determined
forecasted cash flows by creating ten-year operating forecasts for each of the
operating systems comprising the assets, each of which took into account
detailed projections of revenue and expense components. CEA then calculated the
projected residual value of the assets at the end of the ten-year period. This
terminal value was calculated by multiplying the projected free cash flow by a
multiple which CEA determined to be reasonable in light of its experience in the
cable system transaction market. All information provided to the managing
general partner relating to CEA's operating revenue and expense forecasts and
the assumptions underlying these forecasts is contained in the CEA appraisal.

Once CEA had arrived at a forecast of cash flows and terminal enterprise
values, it discounted these values back to the present at a discount rate
representing the weighted average cost of capital for cable television system
operators. CEA described the weighted average cost of capital as the rate of
return likely required by equity and debt investors in order to satisfy the
expectations of the investors. CEA assumed, based on its experience in raising
debt financing for cable operators, that a lender would likely charge an
interest rate of 8% for debt financing. It determined the cost of equity, based
on its experience in the cable system transaction market, as being a 25% return
on investors' equity. Applying these rates, CEA arrived at a weighted cost of
capital of 14.8%.

Applying the discount rate to its cash flow forecasts, CEA arrived at a
total present valuation of $74.6 million for NCP-Six's assets, representing a
value equal to 11.1 times the estimated operating cash flow and a price of
$2,263 per basic subscriber.

Comparable Market Approach. In addition to the discounted cash flow
methodology, CEA used the comparable market transaction approach. CEA describes
this as another generally accepted valuation methodology for valuing businesses
and for correlating and validating the findings of the discounted cash flow
analysis with private market realities. CEA noted in its appraisal that there
has been significant consolidation activity in the cable industry during the
first six months of 1999. CEA observed that although there had been dramatic
increases in the prices paid for large cable systems, due in part to the size
and location of the systems and the introduction of cable

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<PAGE> 39
Internet services, there have been fewer transactions involving cable systems of
comparable size and markets as NCP-Six's assets and that the prices paid these
smaller systems have not seen dramatic increases.

Under the market transaction methodology, CEA evaluated and compared
transactions occurring during the first six months of 1999 involving cable
systems of similar size and markets as NCP-Six's assets. In these transactions,
the purchase prices paid ranged from 9.2 to 12.7 times operating cash flow, with
a weighted average of 10.8 and a median of 11.3. Prices per subscriber ranged
from $1,500 to $2,755, with a weighted average of $2,313 and a median on $2,134.
Based on CEA's experience in the cable system transaction market, it determined
that a cash flow multiple of 11.0 was appropriate to value the systems. CEA
applied this multiple to the annualized cash flow of $6,731,196 resulting in a
valuation of $74,043,156, representing a per subscriber price of $2,246.

Valuation. Based on its analysis using these two methodologies, CEA
arrived at an estimated fair market value for NCP-Six's cable television system
operation assets as of July 1, 1999 of $74.6 million, which represents a value
equal to 11.1 times the estimated operating cash flow and a price of $2,263 per
basic subscriber. This cash flow multiple of 11.1 is slightly higher than the
weighted average multiple for comparable market transactions and is equal to the
multiple derived from the discounted cash flow analysis. The value per
subscriber of $2,263 is slightly higher than the weighted average value per
subscriber for comparable market transactions) and is equal to the value per
subscriber derived from the discounted cash flow analysis. This appraised value
appears fair and reasonable to the general partners.

THIRD-PARTY BID SOLICITATION PROCESS

On July 2, 1999, NCP-Six engaged Daniels & Associates to assist in
brokering the sale of NCP-Six's cable systems to a third party. During July and
early August 1999, Daniels contacted 35 potential purchasers regarding the sale
of NCP-Six's systems. On August 6, 1999, Daniels provided each of the eight
potential purchasers who had expressed interest in the bidding process with a
form asset purchase agreement and with information about NCP-Six and its assets.
Bidders were instructed to submit to Daniels, by August 20, 1999, an offer for
some or all of the assets. Submitted offers were to include the bidder's highest
non-negotiable purchase price and a mark-up of the form asset purchase
agreement, indicating the terms on which the purchaser was willing to acquire
the assets. NCP-Six would evaluate and review all submitted bids, but would be
under no obligation to accept any offer. We believe that this type of bid
process, in which potential purchasers submit their final offers to the seller
in the first and only round of bidding, is customary in the cable industry.

On August 20, 1999, Daniels received four bids for NCP-Six assets from
three different bidders. The following table summarizes the four bids, including
identifying the NCP-Six assets subject to the bid, the total purchase price
offered and the purchase price divided by the number of subscribers in the
systems subject to the offer:

<TABLE>
<CAPTION>
Estimated Price
Bid Bidder Assets Purchase Price per Subscriber
--- ------ ------ -------------- ---------------
<S> <C> <C> <C> <C>

1 Bidder A All $76,000,000 $2,303

2 Bidder B All $70,400,000 $2,136

3 Bidder B Mississippi only $46,635,000 $2,389

4 Bidder C Starkville, Mississippi $19,000,000 $2,312
</TABLE>

On August 30, 1999, after a meeting of senior officers of the managing
general partner, NCP-Six rejected the bids of Bidder B and Bidder C. NCP-Six
rejected Bidder B's bid for all of the assets because the purchase price that
Bidder B proposed was significantly lower than the purchase price proposed by
Bidder A. NCP-Six rejected Bidder B's bid for the assets of the Mississippi
systems, and rejected Bidder C's bid for the assets of the Starkville

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<PAGE> 40
System, because we concluded that selling the assets of NCP-Six in piecemeal
fashion was not in the best interests of NCP-Six or its limited partners.
Neither bid proposed a purchase price that was materially higher (on a per
subscriber basis) than the bid for all the assets submitted by Bidder A. We also
believe that selling the assets in multiple transactions would result in
markedly higher transaction costs to NCP-Six, and could have resulted in a lower
overall price paid for the assets once more desirable assets were sold. We also
believe that sales to multiple purchasers increases the risk of one or more of
the purchasers defaulting on its purchase obligations. Moreover, given the
extent of the brokerage effort undertaken by Daniels, we did not believe any
other potential purchasers would come forward to buy the other systems.

Representatives of the general partners exhaustively reviewed the terms of
Bidder A's bid for the NCP-Six assets, including holding discussions with
Daniels, who had verbal communications with representatives of Bidder A, and
reviewing a letter from Bidder A clarifying its original bid. Finally, on
September 23, 1999, NCP-Six rejected the bid of Bidder A. NCP-Six determined
that the $76 million purchase price proposed by Bidder A provided excellent
value to the limited partners, since the proposed purchase price exceeded the
appraised value of the assets as determined by Daniels & Associates and by
Communications Equity Associates. However, we concluded that the other terms of
the purchase agreement submitted by Bidder A under which the assets would be
sold, were not as advantageous to NCP-Six and could significantly decrease the
value of the transaction to the limited partners of NCP-Six.

COMPARISON OF NORTHLAND'S OFFER TO HIGHEST THIRD-PARTY BID

Following the rejection of the third-party bids, Northland submitted an
offer to acquire all of the assets of NCP-Six with a total valuation of $76
million. The Northland offer, which is the subject of this proxy statement
proposal, proposed a valuation of $76 million, an amount equal to that of the
highest third-party bid. After reviewing the Northland offer, we believed that
the offer is more favorable to NCP-Six and you than any of the third-party bids
we received. The following is a discussion of some of the material factors
underlying our belief that the proposed transaction is more favorable than the
third-party bids.

- No Break-Up Fee. A significant difference between the terms of the
proposals that lead us to favor the Northland offer was a break-up
fee proposed by Bidder A. If the asset purchase agreement was signed
with Bidder A, but the transaction failed to close because the
limited partners of NCP-Six failed to approve it, then NCP-Six would
be liable to Bidder A for its costs and expenses (including
attorneys' fees) incurred with respect to the transaction (such as
due diligence expenses and costs of negotiating the agreement). In
addition, if at any time in the next three years NCP-Six were to
sell the assets to another party, NCP-Six would be required to pay
to Bidder A the greater of $3.8 million or 50% of the amount for
which the assets were sold in excess of $76 million. We believe that
these provisions regarding payment of a break-up fee and
reimbursement of costs and attorneys' fees represented a significant
potential liability to NCP-Six if we were to proceed with the
transaction with Bidder A. Additionally, we were concerned that this
break-up fee provision may have had the negative effect of inducing
limited partners to approve the transaction, regardless of its
merits, merely to avoid payment of the break-up fee. In contrast,
the Northland offer does not include a break-up fee or reimbursement
of expenses provision.

- Lower Transaction Costs. The sale of the assets to a third party
could involve significant transaction costs not applicable to the
proposed transaction with Northland, such as costs of due diligence
and of negotiating a definitive agreement. We expect that the
professionals' fees that NCP-Six will pay in connection with the
proposed transaction will be far lower than the fees that NCP-Six
would have paid in a transaction with Bidder A or another
unaffiliated third party.

- Limited Representations and Warranties. Another significant
difference between Northland's offer and Bidder A's bid was the
breadth of the representations and warranties that NCP-Six would be
required to make in a transaction with a third party. It is typical
in business asset purchase agreements for the seller to make
extensive representations and warranties about the seller's business
and the assets to be acquired. The accuracy and completeness of such
representations by the seller is a

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<PAGE> 41
condition to the buyer's obligation to close the transaction. Claims
for indemnification made by the buyer against the seller after the
closing of an asset purchase transaction are often based on the
seller's representations and warranties. In the proposed asset
purchase agreement submitted by Bidder A, NCP-Six would be required
to make extensive representations and warranties about the systems,
the subscribers, and other aspects of its business. On the other
hand, because Northland, as managing general partner of NCP-Six, has
extensive knowledge about NCP-Six's operations, Northland will
require NCP-Six to make only a very limited number of
representations and warranties, relating to partnership power and
authorization matters, rather than representations about the systems
or the business. The limited number of representations requested of
NCP-Six by Northland are required to assist Northland in obtaining
financing.

- No Survival Period. The Northland offer does not impose a survival
period for the representations and warranties. It is typical in
business transactions for the representations and warranties made by
the seller to remain in effect for a determined period of time after
closing, enabling the buyer to bring claims against the seller if
the buyer is able to determine during the survival period that a
representation or warranty made by seller was inaccurate.
Preliminary negotiations with Bidder A indicated that a survival
period of one year would be required. However, Northland is willing
to enter into the transaction with no survival period.

- No Adjustment for Number of Equivalent Basic Subscribers. The
Northland offer does not include any adjustment to the transaction
price based on the number of equivalent basic subscribers served by
the systems at closing. In contrast, the bid submitted by Bidder A
included a downward adjustment to the purchase price of $2,300 for
every subscriber at closing served by the systems fewer than a
minimum of 33,000 subscribers. We feel that this was a significant
negative factor of Bidder A's bid due to the recent historical
attrition in subscriber counts experienced by NCP-Six. As of July
1999, the total estimated number of equivalent basic subscribers
served by the systems was 32,597, representing an approximate 1.8%
decrease in the number of these subscribers from the estimated total
of 33,183 for the prior year at July 1998. This amount as of July
1999 also represented a 1.1% decrease from the number of equivalent
basic subscribers at March 31, 1999 of 32,963, which number of
subscribers at March 31, 1999 was provided to all third-party
bidders by Daniels & Associates. Based on the number of equivalent
basic subscribers at July 1999, the purchase price from Bidder A
would have been adjusted downward from $76 million to approximately
$75,073,100, and it would have been subject to further decrease if
the number of subscribers at closing declined from the July 1999
amount.

- No Post-Closing Escrow Deposit by NCP-Six. The offer received from
Bidder A included a provision requiring NCP-Six to deposit $3.5
million of the sales proceeds into a hold-back escrow account to
secure any indemnification rights of Bidder A after closing. This
post-closing escrow would have the effect of reducing the funds
payable to the limited partners at closing. The Northland offer
does not require NCP-Six to deposit any amount into an escrow
account. However, the general partners have determined to deposit
$750,000 from the cash paid by Northland at closing into an escrow
to secure contingent liabilities and potential indemnification
obligations of NCP-Six that may arise. Regardless of whether NCP-Six
were selling its assets to Northland or to an independent third
party, we would include in an escrow account funds to secure these
contingent liabilities and indemnification obligations.

- Brokerage Commission. The engagement letter in which NCP-Six
retained Daniels & Associates to solicit third party bids provided
for payment to Daniels of a brokerage fee equal to one percent of
the gross purchase price submitted. The Northland offer is at the
same valuation price as the highest third-party bid and accordingly
Daniels will be entitled to the same brokerage fee as if NCP-Six had
sold the assets to Bidder A.

- Financing Availability. Although the form asset purchase agreement
sent to prospective third party bidders contained a representation
by the buyer that it had available and would have at closing the
necessary funds to consummate the transaction, the bid submitted by
Bidder A did not include either of these representations. Bidder A
indicated in separate correspondence that it expected to have access
to sufficient funds at closing. Northland is currently in
negotiations with its lender to obtain a firm commitment for the
debt financing necessary to consummate the transaction, although as
of the date of

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<PAGE> 42
this proxy statement it has not received a formal commitment.
Accordingly, the Northland offer does not include a representation
that it currently has the financing available, but does include a
representation that it will have sufficient funds at closing.

- Limitation on Liability of NCP-Six. The Northland offer includes a
maximum cap on NCP-Six's liability for any indemnification
obligations under the purchase agreement in an amount equal to four
percent of the total valuation price (which is approximately $3.04
million). The offer also includes a provision that NCP-Six will not
be liable for indemnification until the total amount of claims
exceeds $250,000. The form asset purchase agreement sent to
prospective third party bidders also contained the four percent cap
on liability and the $250,000 deductible. However, the bid and
further clarification received from Bidder A indicated that the four
percent cap was not acceptable and that the amount of the cap and
the deductible would need to be negotiated.

In addition to the favorable terms described above, we considered a
variety of factors of the Northland offer that may be less favorable to NCP-Six
than the terms of Bidder A's bid.

- Terms of the Promissory Note. The $3.8 million promissory note to be
issued by Northland at closing will be an unsecured obligation of
Northland and will be subordinated to Northland's senior debt
(including approximately $53 million in current senior debt and
approximately $66.4 million in additional bank financing obtained in
connection with the proposed transaction). The promissory note will
not be guaranteed by any other party. The note will bear interest at
a fixed rate of six percent per annum.

- No Earnest Money Deposit by Buyer. The form asset purchase agreement
sent to prospective third party bidders contained a provision that
required the buyer to deposit five percent of the total purchase
price into an escrow account when the asset purchase agreement was
signed to secure the Buyer's obligations to close the transaction.
The offer received from Bidder A included agreement by Bidder A to
deposit $3.8 million into an escrow account. The Northland offer,
however, does not require Northland to deposit any amount into an
escrow account either at the time the asset purchase agreement is
signed, or at any time prior to closing.

We believe that these potentially less favorable terms do not outweigh the
benefits and more favorable terms of the proposed transaction with Northland.
Therefore, we believe that Northland's offer to acquire all the assets of
NCP-Six is superior to any of the submitted third-party bids.

COMPENSATION AND MATERIAL RELATIONSHIPS

NCP-Six paid Daniels & Associates and Communications Equity Associates
$50,000 each plus out-of-pocket expenses for their appraisal services. If the
proposed transaction with Northland is consummated, NCP-Six will also pay
Daniels & Associates $760,000 as a brokerage fee for its efforts in soliciting
bids for the assets from independent third parties.

NCP-Six retained Daniels & Associates and Communications Equity Associates
based upon each company's experience and expertise as internationally-recognized
cable brokerage, appraisal and investment banking firms. Each firm, as part of
its investment banking business, is continuously engaged in the valuation of
cable businesses and securities in connection with mergers and acquisitions,
competitive biddings, private placements and valuations. Both Daniels &
Associates and Communications Equity Associates are independent of Northland and
NCP-Six and neither firm has any ownership interest in or management control
over Northland or NCP-Six, although we are aware of one individual at
Communications Equity Associates who owns 8 units of limited partnership
interest in NCP-Six (out of 29,784 units outstanding). This individual has
agreed not to vote his units at the special meeting. In the past, Daniels &
Associates has provided brokerage and appraisal services to NCP-Six, including
assisting in brokering the sale of the Sandersville, Mississippi system in April
1999. In addition, both Daniels & Associates and Communications Equity
Associates have previously provided brokerage and appraisal services to
Northland and affiliates of Northland and it is expected that they may provide
similar services in the future. In all cases, each firm has received customary
fees for the rendering of these services.

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<PAGE> 43
CONFLICTS OF INTEREST

FIDUCIARY RESPONSIBILITIES

As general partners, we are accountable to NCP-Six as fiduciaries and
consequently must exercise good faith in the resolution of any conflicts of
interest and in handling NCP-Six's business. These fiduciary duties arise out of
state law. The extent of a general partner's fiduciary responsibilities is a
changing area of the law, and limited partners who have questions concerning
these responsibilities should consult with their own counsel. In discharging
their obligations to NCP-Six, the general partners must take into account the
specific duties, obligations and limitations imposed upon them by the limited
partnership agreement.

CONFLICTS OF INTEREST

We are subject to substantial conflicts of interest arising out of our
relationship with NCP-Six and the proposed transaction.

For example, assuming that the requisite approval of limited partners is
obtained, Northland will be granted the right to acquire the assets from
NCP-Six. The terms of the transaction have been determined by the general
partners. Neither the administrative general partner nor any affiliate of the
administrative general partner will be granted any right to acquire assets. The
managing general partner has faced a substantial conflict of interest in
determining these terms. In addition, the managing general partner faced a
significant conflict of interest in proposing that it acquire the assets itself,
after retaining experts to appraise the assets and soliciting bids to sell the
assets through a broker to an unaffiliated third party.

The fair market value and net cash flow of the assets may increase over
time. It is possible that limited partners would receive a greater return on
their investment if NCP-Six continues to own and operate the assets, instead of
consummating the proposed transaction. Similarly, if the assets are acquired by
Northland, Northland may experience a rate of return on its investment in excess
of that experienced by NCP-Six. Northland currently owns other cable television
systems in the vicinity of all but one of the systems comprising the assets,
which will afford Northland the opportunity to take advantage of certain
economies of scale and potentially make the assets a more valuable asset to
Northland. Alternatively, it is possible that, at any time prior to or
subsequent to the closing, Northland may receive a bid from one or more third
parties that exceeds the price to be paid in the transaction proposed in this
proxy statement.

Although neither Daniels & Associates nor Communications Equity
Associates, the appraisers of the assets, is affiliated with the general
partners or NCP-Six, Northland and its affiliates have entered into material
contracts with each of Daniels & Associates and Communications Equity Associates
for the purchase or sale of cable television systems in transactions where such
firm or its affiliates acted either as broker or as principal. Recently, in
April 1999, Daniels assisted as a broker in the sale of NCP-Six's cable system
located in Sandersville, Mississippi. In addition, we expect that Northland and
its affiliates may enter into similar transactions with Daniels & Associates or
Communications Equity Associates or their affiliates in the future. Because the
limited partners have not participated in either the appraisal process or the
selection of Daniels & Associates and Communications Equity Associates as the
two appraisers, there can be no assurance that a different appraisal procedure
or different appraisers would not generate a higher valuation of the assets.

The 30 units of limited partnership interest held by us and our affiliates
will not be included in determining whether the requisite approval has been
obtained. Both general partners will receive substantial distributions (in cash
or in kind) upon consummation of the proposed transaction. See "PROJECTED CASH
AVAILABLE FROM LIQUIDATION."

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We have not retained and do not intend to retain an unaffiliated
representative to act on behalf of the limited partners for the purpose of
negotiating the terms of, or preparing a report or opinion concerning the
fairness of, the proposed transaction.

CERTAIN PAYMENTS TO THE MANAGING GENERAL PARTNER

In connection with the proposed transaction, the managing general partner
estimates that approximately $50,000 will be payable to it for partnership
administrative costs, for its services in the dissolution and winding up of
NCP-Six. Services provided by the managing general partner will include ongoing
accounting and legal services as well as administrative and investor relations
services during the dissolution and winding up of NCP-Six. The amount to be paid
to the managing general partner represents an estimate of the actual cost
incurred by the managing general partner to provide these services to NCP-Six.
In addition, in connection with the payment of NCP-Six's liabilities from the
proceeds of the transaction as of September 30, 1999, the managing general
partner will be paid accrued but unpaid management fees that may exist as of the
closing date. See "PROJECTED CASH AVAILABLE FROM LIQUIDATION" and notes thereto.

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<PAGE> 45
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT

The proposed amendment to the limited partnership agreement contains
provisions that authorize NCP-Six to enter into an agreement with Northland for
the sale of the undivided portion of the assets which is attributable to the
collective interest of the limited partners' and the administrative general
partner's collective interest in NCP-Six. The amendment modifies the allocation
provisions in the limited partnership agreement for purposes of allowing the
cash payments in the proposed transaction to be allocated to the limited
partners and the administrative general partner in accordance with their
undivided interest in NCP-Six, and to permit the in-kind distribution to
Northland of the undivided portion of the assets attributable to the managing
general partner's interest. The effect to the limited partners is to allocate to
them the same gain as a result of the proposed transaction as would result were
the assets to be sold to a third party for $76 million and all proceeds were
distributed in cash. The proposed amendment to the limited partnership agreement
also authorizes the transaction contemplated by this proxy statement.

If the proposed transaction and the amendment to the limited partnership
agreement are approved by the requisite majority of the outstanding units of
limited partnership interest (excluding the 30 units held by us or our
affiliates) and if closing occurs, the net proceeds from the sale will be
distributed to the limited partners and the administrative general partner, and
the undivided portion of the assets attributable to the managing general
partner's interest will be distributed to Northland in-kind. Following the
closing, NCP-Six will be dissolved, wound up and terminated. If the closing does
not occur within 180 days of the date of the special meeting, the amendment will
have no effect.

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<PAGE> 46
THE PROPOSED TRANSACTION

GENERAL

If the proposal is approved, NCP-Six will be authorized to enter into an
agreement with Northland under which Northland will acquire the assets in a
transaction valued at $76 million. The agreement will specifically provide for
the following:

- the sale to Northland of the undivided portion of the assets that is
attributable to the limited partners' and the administrative general
partner's interest in NCP-Six; and

- the distribution in-kind to Northland of the undivided portion of
the assets that is attributable to the managing general partner's
interest in NCP-Six.

The managing general partner and its affiliates own 20 units of limited
partnership interest (out of the 29,784 units outstanding), representing
significantly less than one percent of the outstanding limited partnership
units. Affiliates of the administrative general partner own 10 units (out of the
29,784 units outstanding), representing significantly less than one percent of
the outstanding limited partnership units. None of the units owned by any of the
managing general partner, the administrative general partner or their affiliates
will be taken into account in determining whether the requisite approval of
limited partners has been obtained.

PAYMENT OF THE PURCHASE PRICE

Net proceeds from the sale of the limited partners' interest and the
administrative general partner's interest will be distributed solely to the
limited partners and the administrative general partner, respectively. Closing
will be subject to certain terms and conditions. The managing general partner
believes that these terms and conditions will be satisfied. If closing does not
occur within 180 days of the date of the special meeting, NCP-Six will not sell
the assets to Northland, any affiliate of Northland or any third party without
again obtaining limited partner approval. Following closing, which is expected
to occur in April 2000, NCP-Six will be dissolved, wound-up and terminated
pursuant to the terms of the limited partnership agreement.

At closing, Northland will acquire the limited partners' interest and the
administrative general partner's interest in the assets from NCP-Six by payment
of the following:

- by making an initial payment to NCP-Six equal to that amount which,
after retiring partnership liabilities attributable to the limited
partners' interest and the administrative general partner's
interest, will enable NCP-Six to distribute to the limited partners
an amount equal to $2,054 for each $1,000 invested; and

- delivering to NCP-Six a promissory note in principal amount of $3.8
million.

Northland estimates it will require approximately $66.4 million of debt
financing at closing to complete the acquisition. This amount represents the
valuation price of $76 million plus financing costs estimated to be $1.0
million, less:

- an amount equal to the value of the distribution in-kind to
Northland for its undivided portion of the assets attributable to
the managing general partner's interest in NCP-Six; and

- the principal amount of the promissory note.

Based on preliminary discussions with its lenders as of the date of the proxy
statement, Northland expects to obtain the necessary financing, although no
formal commitment has been received.

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<PAGE> 47
DISTRIBUTIONS TO LIMITED PARTNERS

The proposed transaction contemplates that NCP-Six will dispose of the
assets based on the valuation of $76 million. Due to the fluctuating nature of
"non-system" assets of NCP-Six, including cash, accounts receivable and prepaid
sums, the value of these partnership assets and the amount of partnership
liabilities as of the date of dissolution are incapable of definitive
calculation at this time. The actual net proceeds distributed and federal income
tax consequences to limited partners thus will vary from the estimated amounts
set forth in this proxy statement.

A vote to approve the transaction described in this proxy statement shall
be deemed to constitute consent to any variation in the distributed proceeds.
Notwithstanding the foregoing, if at any time prior to closing we determine that
the cumulative distribution to limited partners may be reduced by more than
$760,000 from the current projected distributions (an amount that represents one
percent of the total transaction price), we will not sell the assets to
Northland, any of its affiliates or any third party without again obtaining
approval of the limited partners. See "PROJECTED CASH AVAILABLE FROM
LIQUIDATION."

Because Northland is the acquiring entity, the undivided portion of the
assets attributable to the managing general partner's interest will be
distributed to the managing general partner in-kind, rather than sold for cash.
As a consequence of the in-kind distribution to the managing general partner,
net proceeds from the sale of the assets will be distributed solely to the
limited partners and to the administrative general partner, ratably in
accordance with the requirements of the limited partnership agreement, subject
to certain adjustments. This procedure reduces the amount of cash required by
the acquiring entity, in that the cash price payable for the assets is reduced
by the value of the managing general partner's interest in the assets. Northland
anticipates that it will obtain from its lender the cash funds required to
purchase the limited partners' interest and the administrative general partner's
interest, although Northland has not yet received a formal commitment from its
lender.

In determining the net amount distributable to the limited partners, the
valuation of $76 million will be adjusted as follows:

- it will be decreased by the value of advance payments and deposits,
which represent current liabilities to be assumed by Northland;

- it will be increased by partnership assets not sold to Northland
(such as cash on hand and accounts receivable); and

- it will be decreased by expenses and liabilities attributable to the
assets being sold, including the following:

- the costs of the appraisals and broker expenses;

- costs related to the proposed transaction, including costs in
connection with this proxy solicitation;

- partnership administrative costs;

- amounts to repay outstanding debt obligations to NCP-Six's
lender, management fees and other allocated operating costs,
accounts payable, accrued expenses and other partnership
liabilities; and

- the amount of $750,000 which will be placed in an escrow
account to secure payment of any contingent liabilities and
indemnification obligations .

The net amount distributable to the limited partners and the general
partners will be distributed as provided in the limited partnership agreement.
The limited partnership agreement requires that distributions be made in the
following order:

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<PAGE> 48
- first, until the limited partners receive cumulative distributions
equal to their capital contributions, 99% to the limited partners
and 1% to the managing general partner; and

- thereafter, 75% to the limited partners, 5% to the administrative
general partner, and 20% to the managing general partner.

The managing general partner will receive its distribution as an in-kind
distribution of assets. The limited partners and administrative general partner
will receive their respective distributions in cash at closing and one year from
closing upon payment of the promissory note. The aggregate amount distributable
to limited partners will be allocated among the limited partners based on the
number of units held by each. See "PROJECTED CASH AVAILABLE FROM LIQUIDATION -
Projected Cash Available If Closing Occurs" and the subsequent notes.

Distributions to limited partners will be made in two installments. The
initial estimated distribution of $2,054 per $1,000 investment will be made
within 90 days after the date of closing. We believe that the initial
distribution will occur in May 2000. The balance of the distribution to be made
to the limited partners will be made as and when the payment is made by
Northland to NCP-Six pursuant to the promissory note. We anticipate the amount
of this distribution under the note to approximate a total of $244 per $1,000
investment plus interest of $15 per $1,000 investment.

The promissory note will have the following provisions:

- a term of one year;

- one payment of principal and accrued interest, due in full on the
first anniversary of closing;

- a fixed interest rate of six percent per annum;

- full recourse and unsecured; and

- subordinated to Northland's senior debt.

Northland currently has debt and other obligations in the approximate amount of
$53 million that would be senior to the note, and expects that it will incur
additional senior bank debt in the approximate amount of $66.4 million in
connection with financing the proposed transaction.

The interest rate on the note is not intended to represent the interest
rate which would be charged to Northland by an unaffiliated third-party lender
or to provide a rate of return on the note equal to that which the limited
partners could have received had the transaction price been paid in full in cash
at closing. The fixed six percent interest rate instead reflects the economic
terms under which Northland is willing to undertake the proposed transaction.
Northland has attempted to obtain third-party financing in lieu of the note, but
has not been able to obtain such financing due to its debt-to-cash flow and
other financial ratios (after giving effect to the financing for the proposed
transaction). Northland expects to receive a commitment from its lender to
finance the repayment of the note on the first anniversary of the closing,
although it has not yet received a formal commitment.

These distribution estimates take into account the payment of all known or
anticipated partnership liabilities attributable to the limited partners'
interest in NCP-Six, including any liquidation expenses and any claims against
NCP-Six of which we are aware. These estimates also include $750,000 to be
funded from cash paid by Northland at closing, which will be held in an escrow
to secure contingent liabilities and indemnification obligations of NCP-Six. We
currently intend that this escrow will be maintained until the later of 18
months from closing or final resolution of any contingent liabilities that may
arise. If NCP-Six incurs any unanticipated liabilities or expenses which arise
from operations of NCP-Six prior to or on the date of closing or becomes liable
for an indemnification obligation under the asset purchase agreement with
Northland or under the limited partnership agreement, either of which exceeds
amounts set aside for the payment of known and anticipated current liabilities
or contingent liabilities, these liabilities and expenses could reduce the
amount of cash available for distribution to the limited partners. If at any
time prior to closing, we believe that the amount of cash available for
distribution to the limited partners will be reduced by more than $760,000 from
these estimates (an amount that represents one percent of the total transaction
price), the transaction will not proceed and closing will not occur without
again obtaining approval of the limited partners.

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<PAGE> 49
Following closing, NCP-Six will remain liable for post-closing
adjustments, claims, liquidation expenses and unknown and contingent
liabilities, as well as any indemnification obligation under the asset purchase
agreement with Northland and the limited partnership agreement. All liabilities,
including liabilities owing to Northland arising out of the disposition of the
assets or otherwise, will be shared by the limited partners and general partners
ratably in accordance with the limited partnership agreement. See "PROJECTED
CASH AVAILABLE FROM LIQUIDATION."

CONDITIONS TO COMPLETION OF THE TRANSACTION

The obligation of Northland to consummate the transaction is subject to
the satisfaction, at the closing, of a number of conditions, including, among
others:

- the transaction and the amendment to the limited partnership
agreement must have been approved by the holders of a majority of
the outstanding limited partnership units;

- the representations and warranties of NCP-Six in the asset purchase
agreement must be true and correct in all material respects at the
closing;

- NCP-Six must have complied with its covenants and obligations in the
asset purchase agreement in all material respects through the
closing;

- there must be no action, suit or other proceeding pending or
threatened to prevent or otherwise restrict the proposed transaction
that would have a material adverse effect;

- the Hart-Scot-Rodino waiting period must have expired or terminated;

- NCP-Six must have received consents from all franchising authorities
and from the FCC relating to the systems; and

- there must have been no material change in the financial condition
of NCP-Six;

Even if the proposed transaction is approved, Northland will have no
obligation to consummate the transaction, unless the other closing conditions
are satisfied.

If the proposals described in this proxy statement are approved and the
closing does not occur, NCP-Six will continue to own and operate its assets. In
this event, the assets will not be sold to any affiliate of the general partners
without again obtaining the approval of limited partners in accordance with the
limited partnership agreement.

REPRESENTATIONS AND WARRANTIES

NCP-Six is being asked to make a limited number of representations and
warranties in the asset purchase agreement regarding facts pertinent to the
transaction. These representations include the following:

- organization, qualification to do business and partnership power;

- authorization of the purchase agreement by NCP-Six;

- enforceability of the purchase agreement against NCP-Six; and

- third-party consents required to consummate the transaction.

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<PAGE> 50
Northland is making a number of representations and warranties in the
asset purchase agreement regarding facts pertinent to the transaction. These
representations include the following:

- organization, qualification to do business and corporate power;

- authorization of the purchase agreement by Northland;

- third-party consents required to consummate the transaction.

- the effect of the transaction on Northland and its assets and under
applicable law;

- Northland's ability to obtain adequate financing for the transaction
by closing; and

- Northland's qualifications to own and operate the systems under the
cable franchises.

TERMINATION

The asset purchase agreement may be terminated at any time before the
completion of the transaction under the circumstances described below:

- NCP-Six and Northland may terminate the purchase agreement by mutual
consent;

- Either NCP-Six or Northland may terminate the purchase agreement if:

- the Federal Trade Commission or the Department of Justice
notifies either party of its intent to enjoin the transaction;
or

- any action, suit or other proceeding is pending or threatened
to prevent or otherwise restrict the proposed transaction that
would have a material adverse effect;

- Northland may terminate the purchase agreement if any of the
conditions to its closing obligations are not satisfied or waived,
unless the failure to fulfill the condition is a result of a breach
of the purchase agreement by Northland;

- NCP-Six may terminate the purchase agreement if any of the
conditions to its closing obligations are not satisfied or waived,
unless the failure to fulfill the condition is a result of a breach
of the purchase agreement by NCP-Six; or

- The agreement will terminate without action by either party if
closing does not occur within 180 days after the date of the special
meeting.

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<PAGE> 51
DISSOLUTION AND LIQUIDATION CONSEQUENCES OF THE TRANSACTION

DISSOLUTION PROCEDURES

If the limited partners approve the amendment and the closing occurs, we
will proceed with the distribution of proceeds in accordance with the provisions
of the limited partnership agreement regarding dissolution, winding-up and
termination.

NCP-Six anticipates winding up its business in the second quarter of 2000.
Until NCP-Six has wound up its affairs it will continue to file periodic reports
with the Securities and Exchange Commission under the Securities Exchange Act of
1934. In the event winding up the partnership takes longer than anticipated,
NCP-Six will continue to file its reports until the dissolution has occurred.
Upon its dissolution NCP-Six will file a Certification and Notice of Termination
on Form 15 with the SEC, and will thereafter no longer be subject to the
Securities Exchange Act and will cease filing periodic reports with the SEC.
However, as discussed below under "- The Liquidating Trust," the trust will
continue to provide annual financial information to the limited partners until
the proceeds of the promissory note are paid to the limited partners.

We will furnish each of you with a statement which will set forth the
assets and liabilities of NCP-Six as of the date of closing. Within 90 days
following the closing, NCP-Six will make the initial distribution to the limited
partners. An additional distribution will be made as and when Northland makes
payment on the note. At closing, NCP-Six will deposit $750,000 to be funded from
cash paid by Northland at closing into an escrow account to secure payment of
contingent liabilities and indemnification obligations of NCP-Six. We currently
intend that this escrow will be maintained until the later of 18 months from
closing or final resolution of any contingent liabilities that may arise. Upon
termination of the escrow, all remaining funds, if any, will be released to the
liquidating trust to be distributed to limited partners and the administrative
general partner. Once the process of winding-up the business of NCP-Six is
complete and a certificate of cancellation of NCP-Six has been filed with the
Washington Secretary of State, the note will be assigned to a liquidating trust
for the benefit of limited partners. See "PROJECTED CASH AVAILABLE FROM
LIQUIDATION" for financial information regarding the anticipated effect
that the proposed transaction will have on limited partners.

LIQUIDATING TRUST

After NCP-Six is wound up and a certificate of cancellation filed with the
Washington Secretary of State, the note will be assigned to a liquidating trust
created and maintained for the benefit of the limited partners. The trust will
permit NCP-Six to dissolve after it ceases operations and will facilitate
administration and distribution of the proceeds of the note to the limited
partners. Interests in the trust will be non-transferable. The trust will not
engage in any business activities other than those incident to the distribution
of proceeds of the note to the limited partners and will be terminated once the
proceeds of the note have been paid to the limited partners, which is
anticipated to occur on or about the first anniversary of the closing. The trust
is prohibited from conducting a trade or business and from making investments
(other than short-term investments in demand or time deposits or other temporary
investments) and will not hold itself out as an investment company. The trust
will terminate the sooner of the date upon which the trustee has disbursed all
the proceeds of the note to the limited partners or July 2001.

Income and expenses of the trust will be allocated among the limited
partners as beneficiaries of the trust according to their percentage interest in
NCP-Six. The trust is designed as a "spendthrift trust" and expressly precludes
voluntary transfer of a beneficiary's interests in the trust, whether by
assignment or otherwise. Although the terms of the trust also prohibit
involuntary transfer of beneficial interests in the trust, whether by creditors,
judgement or operation of law, there can be no assurance that these provisions
will be enforceable in all circumstances. Subject to the restrictions on the
trust's actions as described above, the trustee of the trust has all rights and
authorities granted to trustees generally under Washington law.

The trust will not be required to file periodic reports with the SEC.
However, pursuant to the terms of the trust, the trustee is obligated to provide
the beneficiaries of the trust with annual financial statements related to the
trust until it is liquidated in accordance with its terms. In addition, the
trustee will provide additional reports to the beneficiaries of the trust each
time a material event or change occurs which effects either the trust or the
rights of the beneficiaries under the trust. These reports shall fully disclose
the material event or change and shall be delivered to each beneficiary as soon
as practicable after the event or change.

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<PAGE> 52
EFFECT OF FRAUDULENT TRANSFER STATUTES

The payments to the limited partners may be subject to review under
relevant state and federal fraudulent conveyance laws if a bankruptcy case or
lawsuit is commenced by or on behalf of unpaid creditors of NCP-Six. Under these
laws, the court may subordinate payments to be made under the note to presently
existing and future indebtedness of NCP-Six, direct the repayment of any amounts
paid to the limited partners to NCP-Six's creditors or take other action
detrimental to the limited partners if the court were to find that, after giving
effect to the disposition of NCP-Six's assets and the subsequent liquidation of
NCP-Six, either:

- NCP-Six sold its assets and liquidated with the intent of hindering,
delaying or defrauding creditors; or

- NCP-Six received less than reasonably equivalent value or
consideration in the disposition of its assets, and:

- was insolvent or rendered insolvent by reason of the
disposition of the assets and its subsequent liquidation;

- was engaged in a business or transaction for which the assets
remaining with NCP-Six constituted unreasonably small capital;
or

- intended to incur, or believed that it would incur debts
beyond its ability to pay its debts as they matured.

The measure of insolvency for purposes of determining whether a transfer
is avoidable as a fraudulent transfer varies depending on the law of the
jurisdiction in which it is being applied. Generally, however, a debtor would be
considered insolvent if the sum of all its liabilities, including contingent
liabilities, were greater than the value of all its property at a fair
valuation, or if the present fair saleable value of the debtor's assets were
less than the amount required to repay its probable liabilities on its debts,
including contingent liabilities, as they become absolute and matured.

NCP-Six believes that it will receive equivalent value for the assets. In
addition, NCP-Six does not believe that, after giving effect to the sale and
distribution of the assets and its subsequent liquidation, it:

- is or will be insolvent or rendered insolvent;

- is or will be engaged in a business or transaction for which its
remaining assets constituted unreasonably small capital; or

- intends or intended to incur, or believes or believed that it will
or would incur, debts beyond its ability to pay its debts as they
mature.

These beliefs are based on the fact that NCP-Six believes it is receiving
equivalent value for its assets, the fact that NCP-Six will be discharging all
of its liabilities prior to distributing the balance of the proceeds of the sale
of the assets to the limited partners and the administrative general partner,
and that NCP-Six will not be conducting operations or incurring indebtedness
after the distribution to limited partners.

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<PAGE> 53
FEDERAL AND STATE INCOME TAX CONSEQUENCES

The following constitutes a general summary of the financial income tax
consequences of a disposition of partnership assets. This summary is based upon
the Internal Revenue Code of 1986 (the "Code"), as amended by various subsequent
tax acts (collectively referred to as the "Tax Acts"). It is not possible to
discuss all of the provisions of the Code and the Tax Acts in this proxy
statement. Moreover, in many areas the Code and Tax Acts specifically authorize
the Treasury Department to promulgate regulations to govern certain transactions
and it is not known what positions any of the regulations not yet issued will
take. In addition, since the proposed transaction is not expected to close until
April 2000, Congress could pass further legislation that could significantly
change the tax consequences of the proposed transaction from that discussed
below. The following constitutes a general summary of some of the provisions of
the Tax Acts. The following discussion of tax consequences represents our best
knowledge and belief, based upon our experience in reporting the tax
consequences of cable system operations and of transactions similar to the
disposition of assets described in this proxy statement to various tax
authorities. We have not sought, nor will we receive, a legal opinion as to the
matters discussed below.

YOU ARE STRONGLY ENCOURAGED TO REVIEW THE CODE, THE TAX ACTS, AND THIS
SECTION OF THE PROXY STATEMENT WITH YOUR PERSONAL TAX ADVISORS.

TAX CONSIDERATIONS

There are certain material tax consequences to you resulting from the
proposed transaction. In order to avoid the additional expense, NCP-Six has not
obtained a tax opinion in connection with the proposed transaction. The table
below sets forth certain estimated federal income tax consequences per $1,000
investment. The table relates only to persons who purchased units in the initial
offering, and have an initial tax basis of $500 per unit. The table does not
reflect estimated federal income tax consequences for those persons who received
their interests through transfer from other limited partners or have tax basis
adjustments to their interest in NCP-Six arising from transactions other than
the operations of NCP-Six.

The table below sets forth the amount of long-term capital gain and
ordinary income which is expected to result from the disposition of the assets
and the liquidation of NCP-Six. For this purpose it is assumed that the entire
amount of Section 1231 gain allocated by NCP-Six to the limited partners will be
treated as long-term capital gain income on their individual tax returns. The
dollar amounts reflect allocations as required pursuant to the limited
partnership agreement. As of September 30, 1999, there were 29,784 units
($500/unit) of limited partnership interest outstanding.

ALL FIGURES SET FORTH IN THE TABLE ARE NECESSARILY IMPRECISE AND REPRESENT
ONLY THE OUR ESTIMATE OF CERTAIN TAX EFFECTS, assuming that the limited partners
have no other capital gains or passive activity transactions. Actual tax
consequences will depend on the individual limited partner's tax situation. All
limited partners are strongly encouraged to review the following table, this
section of the proxy statement, and their individual tax situations with their
personal tax advisors.

TAX RESULTS FROM DISPOSITION OF THE ASSETS AND RESULTING LIQUIDATION
(Per $1,000 Investment)

<TABLE>
<S> <C>
Overall Ordinary Income per $1,000 Investment (1)(2).......................... $1,276
Overall Long-Term Capital Gain per $1,000 Investment (2)(3)................... $1,157
</TABLE>

- ----------

(1) Assumes that depreciation recapture per $1,000 investment will be equal to
$1,276.

(2) If available, current or suspended passive activity losses from other
passive activities (other than suspended tax basis losses) may also be
used to offset income or gain.

(3) Aggregate of capital gain and loss from the disposition of assets and
liquidation of NCP-Six. Assumes that the limited partners' remaining basis
in NCP-Six may be used upon termination of NCP-Six to offset capital gain
from the disposition of the assets of $145 per $1,000 investment.

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<PAGE> 54
TAX CONSEQUENCES OF DISPOSITION OF THE ASSETS AND LIQUIDATION OF NCP-SIX

Upon the disposition of the assets, taxable income will be recognized by
NCP-Six to the extent that the amount realized from the disposition exceeds the
adjusted tax basis of the assets disposed of. The taxable gain from the sale
will be allocated among the partners in accordance with the limited partnership
agreement. The allocation of gain to the limited partners will increase your
adjusted tax basis in NCP-Six and increase your "amount at risk" with respect to
NCP-Six's activity. Suspended or current passive activity losses from your other
passive activities may be used to offset gain from the disposition of the
assets. See "- Tax Consequences of a Decision Not to Sell" below for a
discussion of passive activity loss limitations and suspended losses. We believe
that these allocations will have "substantial economic effect," as required by
regulations issued by the Treasury Department. In the event the Internal Revenue
Service ("IRS") should prevail in any contention that the taxable gain from the
sale should be allocated differently from the manner reported by the general
partners, the amounts of capital gain (or loss) and ordinary income (or loss) of
the limited partners would be adjusted in equal offsetting amounts.

The majority of assets being sold by NCP-Six will be treated as "Section
1231 assets" and, therefore, your share of gain or loss on the sale of the
assets (excluding ordinary income depreciation recapture, discussed below) will
be combined with any other Section 1231 gain or loss you incur in that taxable
year and your net Section 1231 gain or loss will be taxed as capital gain or
ordinary loss, as the case may be. However, Section 1231 gain will be converted
into ordinary income to the extent you have net Section 1231 losses in the five
most recent tax years ("non-recaptured net Section 1231 losses"). The tax
treatment of Section 1231 gains will depend on your tax situation. In addition,
cost recovery deductions which have been taken with respect to certain assets
will be subject to recapture as ordinary income upon the sale to the extent of
gain on the sale, and you will be allocated a share of this ordinary income
depreciation recapture in proportion to the cumulative net losses previously
allocated to you under the limited partnership agreement. You will also
recognize gain or loss upon the liquidation of NCP-Six following the disposition
of the assets to the extent that the cash distributed in the liquidation exceeds
or is less than your adjusted tax basis in your partnership interest. See "-
Other Tax Law Changes" below for a discussion of the applicable tax rates for
ordinary income and capital gains.

Neither NCP-Six nor any partner is allowed to deduct or to amortize the
amounts paid for syndication expenses, that is, amounts which were paid or
incurred by NCP-Six in connection with the issuance and marketing of the units
of limited partnership interest, including sales commission costs. Upon
liquidation of NCP-Six, the Treasury Regulations provide that NCP-Six may not
deduct the capitalized syndication expenses. However, there is uncertainty in
the law concerning whether you may claim a capital loss for the remaining
portion of your tax basis in NCP-Six which is attributable to the capitalized
syndication costs. For purposes of the calculations presented in the "Tax
Results from Disposition of the Assets and Resulting Liquidation" table above,
the general partners have assumed that the limited partners' remaining basis in
NCP-Six may be used upon the termination of NCP-Six to offset capital gain from
the sale of the assets. The IRS may contend, however, that the limited partners
are not entitled to claim a capital loss because they should have reduced their
basis in their partnership interests for the syndication fees, as expenditures
of NCP-Six which are not deductible in computing its taxable income and not
properly chargeable to capital accounts, and the IRS may, in fact, contend that
the limited partners should recognize an additional amount of capital gain. YOU
SHOULD CONSULT WITH YOUR INDIVIDUAL TAX ADVISOR WITH RESPECT TO YOUR TREATMENT
OF SYNDICATION COSTS UPON TERMINATION OF NCP-SIX.

If the IRS were to argue successfully that the allocations of taxable
income among the partners should differ from the allocations that would be
reported on NCP-Six tax returns, the amounts of ordinary income and loss and
capital gain and loss you report would change. The managing general partner
believes this change would not have a material adverse effect on you.

Northland or its affiliate will not recognize any gain or loss upon the
disposition of the assets. NCP-Six will distribute in-kind to Northland the
undivided portion of the assets that are attributable to its interest in
NCP-Six, and Northland will assume operating control of the disposed assets and
the assets distributed in-kind.

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<PAGE> 55
UNRELATED BUSINESS TAXABLE INCOME

Unrelated business taxable income ("UBTI") will be generated by the sale
of the assets and allocated to limited partners that are qualified retirement
plans and tax exempt trusts ("Plans") as defined by the Code and subject to the
Employment Retirement Income Security Act of 1974 (i.e., IRAs, Keoghs, Pension
Plans, etc.).

Generally, partnership allocations of ordinary income, Section 1231 gains,
and capital gains will result in UBTI to Plans and generate an unrelated
business income tax. The Code allows an exempt entity a specific deduction for
UBTI of up to $1,000 per year and thus, the annual UBTI generated by the Plan
will be taxed to the extent it exceeds $1,000. In addition, should the Plan have
net operating loss and suspended basis loss carryovers, the UBTI may be reduced
by these carryover losses first.

To illustrate the impact of UBTI to Plans as the result of the proposed
sale of NCP-Six assets, the following is an analysis which assumes that a $5,000
IRA investment is the sole UBTI investment of the IRA. It also assumes that a
limited partner has properly reflected the use of net operating loss carryovers
generated in the early years of NCP-Six.

INITIAL NCP-SIX IRA INVESTMENT -- $5,000

<TABLE>
<S> <C>
Cash distributions received over the life of NCP-Six, excluding interest
payments in 2001 ($2,688 per $1,000 investment) ..................... $ 13,442
UBTI tax liability in 2000 .................................................. (1,590)
--------
NET CASH AFTER TAXES TO IRA INVESTOR ........................................ $ 11,852
========
</TABLE>

This analysis indicates that due to loss carryovers and the annual UBTI
exemption referred to above, an IRA investor would not be subject to UBTI tax
until the year of sale (2000). In addition, should the IRA be able to utilize a
capital loss in 2000, the remaining basis in NCP-Six in the year of termination
(2000) would result in a $725 tax deduction due to the capital loss (not shown).

TAX CONSEQUENCES OF A DECISION NOT TO SELL

The general consequences of a decision not to sell and to continue to
operate as a partnership are that you will continue to be allocated your share
of NCP-Six's income, deduction, gain and loss, and will be distributed your
share of cash available for distribution, as determined under the limited
partnership agreement. In general, income or loss from operations of NCP-Six
constitute ordinary income or loss, and are allocated to limited partners in
accordance with the limited partnership agreement. Cash distributions to limited
partners are not taxable unless they exceed the adjusted tax basis of the
limited partner's partnership interest. Further, you may not deduct losses
allocated to you to the extent the losses exceed the adjusted tax basis of your
partnership interest. These unused losses may be carried forward and utilized in
future years, subject to the same limitation based on the tax basis of NCP-Six
interest.

With respect to the deductibility of partnership losses by a limited
partner, the Code does not allow a taxpayer to use losses and credits from a
business activity in which he or she does not materially participate (e.g., a
limited partner in a limited partnership) to offset other income such as salary,
active business income, dividends, interest, royalties and investment capital
gains. However, passive activity losses can be used to offset passive activity
taxable income from another passive activity. In addition, disallowed losses and
credits from one tax year may be suspended and carried forward by a taxpayer and
used to offset income from passive activities in the future. The disallowed
losses will also be allowed in full when the taxpayer recognizes gain or loss
upon a taxable disposition of his or her entire interest in the passive
activity. You should also note that the Treasury Department prescribed
regulations which will recharacterize certain income as "portfolio" income and
restrict the offset of that income by losses from a passive activity. These
regulations could impact the use of passive activity losses or income from
NCP-Six. For example, the Treasury Department has issued regulations holding
that interest earned on partnership cash balances represents portfolio income,
and thus may not be offset by passive activity losses.

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<PAGE> 56
YOU SHOULD ALSO NOTE THAT THE EFFECT OF PASSIVE ACTIVITY LOSS LIMITATIONS
MAY VARY FROM ONE TAXPAYER TO ANOTHER DEPENDING UPON YOUR INDIVIDUAL TAX
SITUATION. THEREFORE, YOU SHOULD CONSULT YOUR PROFESSIONAL TAX ADVISOR WITH
RESPECT TO THE APPLICATION OF THE PASSIVE ACTIVITY LOSS LIMITATIONS TO YOUR
PARTICULAR TAX SITUATION.

With respect to the recovery of capital expenditures, eligible personal
property placed in service after December 31, 1986 is assigned to a three-year
class, five-year class, seven-year class, ten-year class, or twenty-year class.
The depreciation method applicable to the three-year, five-year, seven-year and
ten-year classes is the 200 percent declining balance method. The cost of
non-residential real property is recovered using the straight-line method over
39 years. Partnership equipment which is placed in service after December 31,
1986 is classified as seven-year or five-year property and the purchase price
for that equipment is depreciated over the applicable period.

The Code has eliminated the investment tax credit for all property placed
in service after December 31, 1985, subject to certain transitional rules which
do not currently apply to NCP-Six.

OTHER TAX LAW CHANGES

The discussion below relates primarily to individual taxpayers. Different
tax rules may apply to other taxpayers (e.g. corporations, estates, trusts,
etc.). The Code and Tax Acts generally provides for five taxable income brackets
and five tax rates (15%, 28%, 31%, 36%, and 39.6%) for years after 1992. The
benefits of certain itemized deductions and personal exemptions are phased out
for certain higher income taxpayers. Capital gain income, including net Section
1231 gains treated as capital gains, may receive favorable tax treatment as
discussed below.

Capital gains from sales of certain property held more than one year are
now taxed at maximum tax rates that vary from 10% to 28%, depending on the type
of property sold, the taxpayer's marginal tax rate, and the holding period of
the property. In summary, capital gain assets held for more than one year
("long-term gains") are taxed at a maximum tax rate of 20% for taxpayers
otherwise in the 28% or higher tax bracket. The maximum tax rate is 10% for
these gains that would otherwise be taxed at the taxpayer's 15% tax bracket.
Capital gain assets held for one year or less continue to be taxed at the
taxpayer's ordinary income tax rate, as was the case under prior law. Long-term
capital gain arising from the sale of certain designated assets (works of art,
antiques, gems, coins and other collectibles) are taxed at a maximum rate of
28%. Finally, long-term capital gains from the sale of depreciable real estate
are taxed at a maximum tax rate of 25% to the extent the gain is attributable to
prior depreciation deductions not recaptured as ordinary income under the
depreciation recapture rules discussed above.

The large majority of NCP-Six's assets will have been held by NCP-Six for
more than one year at the time of the proposed transaction. None of NCP-Six's
assets are collectibles. Therefore the capital gain income (including the
Section 1231 gains) recognized by the limited partners will constitute long-term
gains eligible for the 20% or 10% tax rates, as applicable. As discussed above,
to the extent that you have non-recaptured net Section 1231 losses, your Section
1231 gain will be treated as ordinary income and will not receive the favorable
capital gain tax rates. Also as discussed above, gain attributable to prior
depreciation and amortization deductions on personal property will be taxed as
ordinary income under the depreciation recapture rules. Finally, a small portion
of NCP-Six gain may be attributable to depreciable real estate that would be
subject to the 25% tax rate.

The Tax Acts increased the alternative minimum tax rate from 24% to 26%
and 28%, depending on the level of the alternative minimum taxable income. The
favorable capital gain tax rates discussed above also apply for alternative
minimum tax purposes. The Tax Acts also expanded the tax preference items
included in the alternative minimum tax calculation. Accelerated depreciation on
all property placed in service after 1986 is a preference to the extent
different from alternative depreciation (using the 150 percent declining balance
method over longer lives for personal property). Certain other tax preferences
also have been modified and new preference items added. The alternative minimum
tax exemption amount is increased to $45,000 for joint filers and $33,750 for
unmarried individuals. However, the exemption amount is phased out once a
taxpayer's alternative minimum taxable income exceeds certain threshold amounts.
A taxpayer paying alternative minimum tax after 1986 is allowed a tax credit for
the alternative minimum tax liability attributable to timing differences. In
general, this

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minimum tax credit can be carried forward and used against the taxpayer's
regular tax liability to the extent the taxpayer's regular tax liability exceeds
his or her minimum tax liability.

An individual taxpayer generally is not allowed a deduction for investment
interest expense in excess of net investment income. Net investment income
generally includes interest, dividends, annuities, royalties and short-term
capital gains, less expenses attributable to the production of the income.
Long-term capital gains from investment property are not generally included in
net investment income, however a taxpayer may elect to forego the favorable tax
rates available for long-term gains and include them in net investment income.
Long-term gains from business property (such as NCP-Six's assets) are not
included in net investment income. Investment interest expense includes all
interest paid or accrued on indebtedness incurred or continued to purchase or
carry property held for investment. Investment interest does not include
interest that is taken into account in determining a taxpayer's income or loss
from a passive activity provided, however, that interest expense which is
properly attributable to portfolio income from the passive activity is treated
as investment interest.

Personal interest is not deductible except for interest expense for debt
incurred on a taxpayer's principal or second residence, subject to certain
restrictions. In Notice 89-35, the IRS ruled that, in general, the character of
debt incurred by a partnership to make distributions to partners would be
determined by the use of the distributed proceeds by the partners unless NCP-Six
elects to allocate the distributed debt and related interest expense to one or
more partnership expenditures made during the year of the distribution. The
election is not available to the extent the distributed debt proceeds exceed
partnership expenditures during the year.

See "- Tax Consequences of a Decision Not to Sell" above for discussion of
passive activity loss limitations, changes in depreciation and elimination of
investment tax credit.

STATE TAX CONSIDERATIONS

In addition to the federal income tax considerations outlined above, the
proposed transaction has state income tax consequences. The following is only a
brief summary of the potential state tax considerations of the proposed
transaction. You should consult your own tax advisors concerning the application
of each state's income tax laws and other state and local laws to your specific
situation.

NORTH CAROLINA

The State of North Carolina, where certain of NCP-Six's assets are
located, imposes an income tax on the net income earned by nonresident partners
from property located in North Carolina or from a business operation conducted
in the state of North Carolina. This includes property owned or a business
conducted through a partnership. This state tax will apply to you.

NCP-Six is responsible for reporting each nonresident partner's share of
the income derived from North Carolina, and is required to compute and pay the
tax due for each nonresident partner. The tax will be based on the income
generated by NCP-Six's operations, including the income to be generated by the
proposed transaction, as apportioned to North Carolina under state law. The
North Carolina tax rates increase on a graduated scale, beginning at 6% up to a
maximum tax rate of 7.75%. NCP-Six anticipates making the required tax
calculations on your behalf when the North Carolina partnership income tax
return is prepared. The tax paid on your behalf will be reported on your
Schedule K-1 for 2000, and will be treated for federal income tax purposes as
cash distributed to you.

A nonresident partner, other than a corporation, is not required to file a
North Carolina income tax return when the only income from North Carolina
sources is the nonresident's share of income from a partnership doing business
in North Carolina, and the partnership pays the tax due for the nonresident
partner. Accordingly, nonresident limited partners who are not corporations will
not be required to file a North Carolina income tax return unless they have
North Carolina income from sources other than partnerships which have paid the
requisite tax on their behalf. However, you may file a North Carolina income tax
return if you so choose. If you choose to file in

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North Carolina, the tax paid by NCP-Six on your behalf may be claimed as a
credit towards the North Carolina tax liability.

MISSISSIPPI

The State of Mississippi, where certain of NCP-Six's assets are located,
imposes an income tax on the net income earned by nonresident partners from
property located in Mississippi or from a business operation conducted in the
State of Mississippi. If you are not a resident of Mississippi, you will be
subject to tax on your share of the partnership income allocable to Mississippi,
whether it is distributed or not.

NCP-Six is responsible for reporting each nonresident partner's share of
the income derived from Mississippi, and will compute and pay the tax due for
each nonresident partner. The tax will be based on the income generated by
NCP-Six's operations, including the income to be generated by the proposed
transaction, as apportioned to Mississippi under state law. NCP-Six will
withhold 5% of the net gain or profit allocated to each nonresident partner and
remit it to the State Tax Commission.

The Mississippi tax paid on your behalf will be reported on your Schedule
K-1 for 2000, and will be treated for federal income tax purposes as cash
distributed to you. You should claim the amount withheld as estimated tax paid
on your Mississippi individual tax return for the year of withholding.

SOUTH CAROLINA

The State of South Carolina, where certain of NCP-Six's assets are
located, imposes an income tax on the net income earned by nonresident partners
from property located in South Carolina or from a business operation conducted
in the State of South Carolina. If you are not a resident of South Carolina, you
will be subject to tax on your shares of the partnership income allocable to
South Carolina, whether it is distributed or not.

NCP-Six is required to withhold 5% of the South Carolina taxable income of
partners who are nonresidents of South Carolina, and remit it to the South
Carolina Department of Revenue. The tax will be based on the income generated by
NCP-Six's operations, including the income to be generated by the proposed
transaction, as apportioned to South Carolina under state law. South Carolina
allows nonresident individuals a deduction equal to 44% of net capital gains
with a two year holding period reported as South Carolina income on the South
Carolina tax return.

The South Carolina tax paid on your behalf will be reported on your
Schedule K-1 for 2000, and will be treated for federal income tax purposes as
cash distributed to you. You should claim the amount withheld as estimated tax
paid on your South Carolina individual income tax return for the year of
withholding.

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INFORMATION ABOUT NCP-SIX

GENERAL

NCP-Six is a Washington limited partnership consisting of two general
partners and approximately 1,841 limited partners as of September 30, 1999.
Northland Communications Corporation, a Washington corporation, is the managing
general partner of NCP-Six. FN Equities Joint Venture, a California general
partnership, is the administrative general partner of NCP-Six.

Northland was initially formed in March 1981. Northland is principally
involved in the ownership and management of cable television systems. Northland
currently manages the operations and serves as the general partner for cable
television systems owned by four limited partnerships. Northland is also the
parent company of Northland Cable Properties, Inc. which was formed in February
1995 and is principally involved in direct ownership of cable television
systems. Northland Cable Properties, Inc. is the managing member of Northland
Cable Ventures, LLC. Northland Telecommunications Corporation is Northland's
parent company. Other direct and indirect subsidiaries of Northland
Telecommunications Corporation include:

- Northland Cable Television, Inc. - formed in October 1985 and
principally involved in the direct ownership of cable television
systems; sole shareholder of Northland Cable News, Inc.

- Northland Cable News, Inc. - formed in May 1994 and principally
involved in the production and development of local news, sports and
informational programming.

- Northland Cable Services Corporation - formed in August 1993 and
principally involved in the development and production of computer
software used in billing and financial record keeping for
Northland-affiliated cable systems; sole shareholder of Cable
Ad-Concepts.

- Cable Ad-Concepts, Inc. - formed in November 1993 and principally
involved in the sale, development and production of video commercial
advertisements that are cablecast on Northland-affiliated cable
systems.

- Northland Media, Inc. - formed in April 1995 as a holding company.
Sole shareholder of the following two entities:

- Statesboro Media, Inc. - formed in April 1995 and principally
involved in operating an AM radio station serving the community of
Statesboro, Georgia and surrounding areas.

- Corsicana Media, Inc. - purchased in September 1998 from an
affiliate and principally involved in operating an AM radio station
serving the community of Corsicana, Texas and surrounding areas.

BUSINESS

NCP-Six was formed on January 22, 1986 and began operations in 1986 with
the acquisition of cable television systems serving several communities and the
surrounding areas in Mississippi and North Carolina. In a series of transactions
since then, NCP-Six acquired and now operates the cable television systems of
seven operating groups located in the following geographic areas:

- Starkville, Philadelphia, Kosciusko and Forest, Mississippi;

- Highlands, North Carolina; and

- Barnwell and Bennettsville, South Carolina.

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All of the initial acquisitions were financed through a combination of limited
partners' equity and bank loans and the later acquisitions were financed through
a combination of partnership cash flow and bank loans. As of September 30, 1999,
the outstanding principal balance owing on NCP-Six's bank financing was
approximately $28,965,000. In addition, NCP-Six owed the managing general
partner and affiliates an aggregate of approximately $97,000 for unreimbursed
operating expenses.

NCP-Six's revenues are derived primarily from monthly payments received
from cable television subscribers. Subscribers are divided into three
categories: basic subscribers, tier subscribers and premium subscribers. "Basic
subscribers" are households that subscribe to the basic level of service, which
generally provides access to the four major television networks (ABC, NBC, CBS
and Fox), a few independent local stations, PBS (the Public Broadcasting System)
and certain satellite programming services, such as ESPN, CNN or The Discovery
Channel. "Tier subscribers" are households that subscribe to an additional level
of programming services the content of which varies from system to system.
"Premium subscribers" are households that subscribe to one or more "pay
channels" in addition to the basic service. These pay channels include services
as Showtime, Home Box Office, Cinemax or The Movie Channel.

As of September 30, 1999, the total number of basic subscribers served by
NCP-Six's systems was approximately 33,000, and NCP-Six's penetration rate
(basic subscribers as a percentage of the total number of estimated homes passed
by NCP-Six's cable distribution system) was approximately 62%. NCP-Six's
properties are located in rural areas which, to some extent, do not offer
consistently acceptable off-air network signals. This factor, combined with the
existence of fewer entertainment alternatives than in large markets contributes
to a larger proportion of the population in rural areas than in larger, more
urban areas subscribing to cable television (higher penetration).

NCP-Six has 38 non-exclusive franchises to operate its systems. These
franchises, which will expire at various dates through the year 2017, have been
granted by local, county, state and other governmental authorities in the areas
in which NCP-Six's systems currently operate. Annual franchise fees are paid to
the granting governmental authorities. These fees vary between 2% and 5% of the
respective gross revenues of the system derived from its operations in a
particular community. The franchises may be terminated for failure to comply
with their respective conditions.

THE SYSTEMS

NCP-Six serves the communities and surrounding areas of Starkville,
Philadelphia Kosciusko and Forest, Mississippi; Highlands, North Carolina; and
Barnwell and Bennettsville, South Carolina. The following is a description of
these areas.

STARKVILLE, MISSISSIPPI

The City of Starkville is the home of Mississippi State University with an
enrollment of approximately 12,000 students. The university's 10 colleges and
schools comprise 58 departments that offer more than 120 majors. Mississippi
State is also the largest employer in Starkville, with nearly 1,300 faculty
members or professionals and 1,450 support staff. Also located in Starkville is
the Mississippi Research and Technology Park, which is a long-range economic
development project initiated through the joint efforts of the City of
Starkville, Oktibbeha County, Mississippi State University and the local
business community. The Park is located on approximately 220 acres across from
the entrance to the university and will enhance high-technology research for
application to the economic sector. The developers and businesses that comprise
the Park intend to work hand in hand with research efforts at the university,
and companies that locate in the Park will have the benefit of university
facilities and faculty.

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The following provides subscriber information regarding the Starkville,
Mississippi System as of September 30, 1999:

<TABLE>
<S> <C>
Basic Subscribers 7,941
Tier Subscribers 3,580
Premium Subscribers 2,708
Estimated Homes Passed 11,246
</TABLE>

PHILADELPHIA, KOSCIUSKO AND FOREST, MISSISSIPPI

The Philadelphia, Kosciusko and Forest Systems encompass eight communities
and six counties located in central Mississippi. The local economies of these
communities are based primarily in manufacturing. The region has excellent
highway and railroad transportation, a year-round mild climate, and the
availability of a trained, cost-effective labor force. One of the main
industries in the area is poultry. Nearly two million birds are dressed weekly
in the city of Forest, which ranks as the second-largest producer of broilers in
the nation. Other industries in the area include apparel, ready mix concrete,
frozen food products, lumber, small appliances, electronic assembly, meat
processing and steel.

The following provides subscriber information regarding the Philadelphia,
Kosciusko and Forest, Mississippi System as of September 30, 1999:

<TABLE>
<CAPTION>
Philadelphia Kosciusko Forest
------------ --------- ------
<S> <C> <C> <C>
Basic Subscribers 3,771 4,310 3,057
Tier Subscribers 1788 1,907 977
Premium Subscribers 1,457 1,517 1,265
Estimated Homes Passed 4,459 5,519 4,581
</TABLE>

HIGHLANDS, NORTH CAROLINA

Located on a high plateau of the Blue Ridge Mountains where the corners of
Georgia, North Carolina and South Carolina meet, Highlands has long offered a
cool and beautiful summer retreat for the affluent families from such southern
cities as Atlanta, New Orleans and Tampa. The Highlands region is almost
encircled by the 200,000 acres of the End National Forest, and boasts a lush
mixture of hardwoods and evergreens because of an abundant rainfall. Highlands
has an average altitude of over 4,000 feet, and thus maintains a temperate
summer climate. The influx of tourists increases Highland's year-round
population of approximately 2,000 to over 20,000 between May and October.

The Highlands area is perhaps best known for its exclusive golf clubs.
There are three beautiful golf courses in the Highlands area, the oldest being
the Highlands Country Club. About half the land in the Highlands area is under
private ownership; the rest is part of the End National Forest, and is open for
hiking, fishing, hunting, camping and other outdoor activities. The private land
near the golf courses consists largely of exclusive housing developments, many
of which feature rambling, ranch-style vacation homes with values ranging from
$200,000 to $500,000. The Great Smokey Mountains National Park and the Blue
Ridge Parkway are within easy driving distance of Highlands. Several lakes in
the area offer swimming, boating, skiing, fishing and other water sports.
Rafting is also popular in the area due to the close proximity of the Chattooga
and Cullasaja Rivers.

The following provides subscriber information regarding the Highlands
System as of September 30, 1999:

<TABLE>
<S> <C>
Basic Subscribers 3,292
Premium Subscribers 724
Estimated Homes Passed 4,250
</TABLE>

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<PAGE> 62
BARNWELL AND BENNETTSVILLE, SOUTH CAROLINA

Barnwell, Bamberg and Allendale are located approximately sixty miles
south of Columbia, South Carolina. The economy is based primarily on
agricultural and manufacturing activities. The City of Bennettsville is located
approximately 100 miles northeast of Columbia, South Carolina and serves as the
county seat of Marlboro County. The economy is primarily driven by agriculture
and manufacturing: three of the largest employers are Mohawk Carpet, United
Technologies Automotive and Willamette Industries.

The following provides subscriber information regarding the Barnwell and
Bennettsville Systems as of September 30, 1999:

<TABLE>
<CAPTION>
Barnwell Bennettsville
-------- -------------
<S> <C> <C>
Basic Subscribers 5,914 4,711
Premium Subscribers 4,147 3,292
Estimated Homes Passed 12,301 9,222
</TABLE>

EMPLOYEES

NCP-Six had 46 employees as of September 30, 1999. Management of these
systems is handled through offices located in the towns of Starkville, Forest,
Kosciusko and Philadelphia, Mississippi; Highlands, North Carolina; and Barnwell
and Bennettsville, South Carolina.

CUSTOMERS

The business of NCP-Six is not dependent upon a single customer or a few
customers, so the loss of any one or more customers would not have a material
adverse effect on its business. No customer accounts for 10% or more of
revenues. No material portion of NCP-Six's business is subject to renegotiation
of profits or termination of contracts or subcontracts at the election of any
governmental unit, except that franchise agreements may be terminated or
modified by the local franchising authorities. See "Regulation and Legislation"
below. During the last fiscal year, NCP-Six did not engage in any research and
development activities.

SEASONALITY

NCP-Six's cable television business is generally not seasonal, with the
exception of the Highlands Systems which is subject to seasonal fluctuations in
the number of subscribers, which affects revenues and results of operations.

COMPETITION

Cable television systems currently experience competition from several
sources, including broadcast television, cable overbuilds, direct broadcast
satellite services, private cable and multichannel multipoint distribution
service systems. Cable television systems are also in competition in various
degrees with other communications and entertainment media, including motion
pictures, home video cassette recorders, internet data delivery and internet
video delivery. The following provides a summary description of these sources of
competition.

Broadcast Television. Cable television systems have traditionally competed
with broadcast television, which consists of television signals that the viewer
is able to receive directly on his television without charge using an "off-air"
antenna. The extent of this competition is dependent in part upon the quality
and quantity of signals available by antenna reception as compared to the
services provided by the local cable system. Accordingly, cable operators find
it less difficult to obtain higher penetration rates in rural areas (where
signals available off-air are limited) than in metropolitan areas where
numerous, high quality off-air signals are often available without the aid of
cable television systems. The recent licensing of digital spectrum by the FCC
will provide incumbent broadcast licenses with the ability to deliver high
definition television pictures and multiple digital-quality program streams, as
well as advanced digital services such as subscription video.

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Overbuilds. Cable television franchises are not exclusive, so that more
than one cable television system may be built in the same area. This is known as
an "overbuild." Overbuilds have the potential to result in loss of revenues to
the operator of the original cable television system. Constructing and
developing a cable television system is a capital intensive process, and it is
often difficult for a new cable system operator to create a marketing edge over
the existing system. Generally, an overbuilder would be required to obtain
franchises from the local governmental authorities, although in some instances,
the overbuilder could be the local government itself. In any case, an
overbuilder would be required to obtain programming contracts from entertainment
programmers and, in most cases, would have to build a complete cable system such
as headends, trunk lines and drops to individual subscribers homes throughout
the franchise areas.

Federal cross-ownership restrictions historically limited entry by local
telephone companies into the cable television business. The 1996 Telecom Act
eliminated this cross-ownership restriction. See "- Regulation and Legislation"
below. It is therefore possible for companies with considerable resources to
overbuild existing cable operators and enter the business. Several telephone
companies have begun seeking cable television franchises from local governmental
authorities and constructing cable television systems. NCP-Six cannot predict at
this time the extent of telephone company competition that will emerge in areas
served by NCP-Six's cable television systems. The entry of telephone companies
as direct competitors, however, is likely to continue over the next several
years and could adversely affect the profitability and market value of NCP-Six's
systems. The entry of electric utility companies into the cable television
business, as now authorized by the 1996 Telecom Act, could have a similar
adverse effect.

Direct Broadcast Satellite Service. High powered direct-to-home satellites
have made possible the wide-scale delivery of programming to individuals
throughout the United States using small roof-top or wall-mounted antennas. The
two leading DBS providers have experienced dramatic growth over the last several
years and together now serve over 10 million customers nationwide. Companies
offering direct broadcast satellite service use video compression technology to
increase channel capacity of their systems to more than 100 channels and to
provide packages of movies, satellite networks and other program services which
are competitive to those of cable television systems. DBS companies historically
faced significant legal and technological impediments to providing popular local
broadcast programming to their customers. Recent federal legislation reduced
this competitive disadvantage. Nevertheless, technological limitations still
affect DBS companies, and it is expected that DBS companies will offer local
broadcast programming only in the top 50 to 100 U.S. markets for the foreseeable
future. The same legislation reduced the compulsory copyright fees paid by DBS
companies and allowed them to continue offering distant network signals to rural
customers. In addition to emerging high-powered DBS competition, cable
television systems face competition from several low-powered providers, whose
service requires use of much larger home satellite dishes. The availability of
DBS equipment at reasonable prices, and the relative attractiveness of the
programming options offered by the cable television industry and direct
broadcast satellite competitors will impact the ability of providers of DBS
service providers to compete successfully with the cable television industry.

Private Cable. Additional competition is provided by private cable
television systems, known as satellite master antenna television, serving
multi-unit dwellings such as condominiums, apartment complexes, and private
residential communities. These private cable systems may enter into exclusive
agreements with apartment owners and homeowners associations, which may preclude
operators of franchised systems from serving residents of these private
complexes. Operators of private cable, which do not cross public rights of way,
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators.

Multichannel, Multipoint Distribution Service Systems. Cable television
systems also compete with wireless program distribution services such as
multichannel, multipoint distribution service systems, commonly called wireless
cable, which are licensed to serve specific areas. Multichannel, multipoint
distribution service systems use low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers. This industry is less
capital intensive than the cable television industry, and it is therefore more
practical to construct systems using this technology in areas of lower
subscriber penetration.

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<PAGE> 64
REGULATION AND LEGISLATION

SUMMARY

The following summary addresses the key regulatory developments and
legislation affecting the cable television industry. Other existing federal
legislation and regulations, copyright licensing and, in many jurisdictions,
state and local franchise requirements are currently the subject of a variety of
judicial proceedings, legislative hearings and administrative and legislative
proposals which could change, in varying degrees, the manner in which cable
television systems operate. Neither the outcome of these proceedings nor their
impact upon the cable television industry or NCP-Six can be predicted at this
time.

NCP-Six expects to adapt its business to adjust to the changes that may be
required under any scenario of regulation. At this time, NCP-Six cannot assess
the effects, if any, that present regulation may have on NCP-Six's operations
and potential appreciation of its Systems. There can be no assurance that the
final form of regulation will not have a material adverse impact on NCP-Six's
operations.

The operation of a cable system is extensively regulated by the FCC, some
state governments and most local governments. The 1996 Telecommunications Act
has altered the regulatory structure governing the nation's communications
providers. It removes barriers to competition in both the cable television
market and the local telephone market. Among other things, it also reduces the
scope of cable rate regulation and encourages additional competition in the
video programming industry by allowing local telephone companies to provide
video programming in their own telephone service areas.

The 1996 Telecommunications Act requires the FCC to undertake a host of
implementing rulemakings. Moreover, Congress and the FCC have frequently
revisited the subject of cable regulation. Future legislative and regulatory
changes could adversely affect NCP-Six's operations.

CABLE RATE REGULATION

The 1992 Cable Act imposed an extensive rate regulation regime on the
cable television industry, which limited the ability of cable companies to
increase subscriber fees. Under that regime, all cable systems were subject to
rate regulation, unless they face "effective competition" in their local
franchise area. Federal law now defines "effective competition" on a
community-specific basis as requiring satisfaction of conditions rarely
satisfied in the current marketplace.

Although the FCC established the underlying regulatory scheme, local
government units, commonly referred to as local franchising authorities, are
primarily responsible for administering the regulation of the lowest level of
cable service called the basic service tier. The basic service tier typically
contains local broadcast stations and public, educational, and government access
channels. Before a local franchising authority begins basic service rate
regulation, it must certify to the FCC that it will follow applicable federal
rules. Many local franchising authorities have voluntarily declined to exercise
their authority to regulate basic service rates. Local franchising authorities
also have primary responsibility for regulating cable equipment rates. Under
federal law, charges for various types of cable equipment must be unbundled from
each other and from monthly charges for programming services.

As of September 30, 1999, approximately 23% of NCP-Six's local franchising
authorities were certified to regulate basic tier rates. The 1992 Cable Act
permits communities to certify and regulate rates at any time, so that it is
possible that additional localities served by the systems may choose to certify
and regulate rates in the future.

The FCC itself historically administered rate regulation of cable
programming service tiers, which represent the expanded level of packaged,
non-"premium", programming services typically containing satellite-delivered
programming.

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The 1996 Telecom Act, however, provides special rate relief for small
cable operators. For franchising units with less than 50,000 subscribers and
owned by an operator with less than one percent of the nation's cable
subscribers (i.e., approximately 600,000 subscribers) that is not affiliated
with any entities with aggregate annual gross revenue exceeding $250 million,
cable programming service tier rate regulation was automatically eliminated. All
of NCP-Six's systems qualify for this cable programming service tier
deregulation. The elimination of cable programming service tier
regulation, which is the rate regulation of a particular level of packaged
programming services, typically referring to the expanded basic level of
services, in a prospective basis affords us substantially greater pricing
flexibility.

Under the rate regulations of the FCC, most cable systems were required to
reduce their basic service tier and cable programming service tier rates in 1993
and 1994, and have since had their rate increases governed by a complicated
price cap scheme that allows for the recovery of inflation and certain increased
costs, as well as providing some incentive for expanding channel carriage. The
FCC has modified its rate adjustment regulations to allow for annual rate
increases and to minimize previous problems associated with regulatory lag.
Operators also have the opportunity to bypass this "benchmark" regulatory scheme
in favor of traditional "cost-of-service" regulation in cases where the latter
methodology appears favorable. Cost of service regulation is a traditional form
of rate regulation, under which a utility is allowed to recover its costs of
providing the regulated service, plus a reasonable profit. In a particular
effort to ease the regulatory burden on small cable systems, the FCC created
special rate rules applicable for systems with fewer than 15,000 subscribers
owned by an operator with fewer than 400,000 subscribers. The special rate rules
allow for a simplified cost-of-service showing. All of NCP-Six's systems are
eligible for these simplified cost-of-service rules, and have calculated rates
generally in accordance with those rules. To the extent NCP-Six's systems
remain rate regulated on the basic service tier, this regulatory option affords
NCP-Six significant regulatory options.

The FCC and Congress have provided various forms of rate relief for
smaller cable systems owned by smaller operators. Premium cable services offered
on a per-channel or per-program basis remain unregulated, as do affirmatively
marketed packages consisting entirely of new programming product. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis, subject to a technology exception
which sunsets in 2002.

Regulation by the FCC of cable programming service tier rates for all
systems, regardless of size, sunset pursuant to the 1996 Telecom Act on March
31, 1999. Certain legislators, however, have called for new rate regulations if
unregulated cost rates increase dramatically. Should this occur, all rate
deregulation including that applicable to small operators like NCP-Six could be
jeopardized. The 1996 Telecom Act also relaxes existing "uniform rate"
requirements by specifying that uniform rate requirements do not apply where the
operator faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing still may
be made to the FCC.

CABLE ENTRY INTO TELECOMMUNICATIONS

The 1996 Telecom Act creates a more favorable environment for us to
provide telecommunications services beyond traditional video delivery. It
provides that no state or local laws or regulations may prohibit or have the
effect of prohibiting any entity from providing any interstate or intrastate
telecommunications service. A cable operator is authorized under the 1996
Telecom Act to provide telecommunications services without obtaining a separate
local franchise. States are authorized, however, to impose "competitively
neutral" requirements regarding universal service, public safety and welfare,
service quality, and consumer protection. State and local governments also
retain their authority to manage the public rights-of-way and may require
reasonable, competitively neutral compensation for management of the public
rights-of-way when cable operators provide telecommunications

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service. The favorable pole attachment rates afforded cable operators under
federal law can be gradually increased by utility companies owning the poles,
beginning in 2001, if the operator provides telecommunications service, as well
as cable service, over its plant. The FCC recently clarified that a cable
operator's favorable pole rates are not endangered by the provision of Internet
access.

Cable entry into telecommunications will be affected by the regulatory
landscape now being developed by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers, including cable operators, is the interconnection
obligation imposed on all telecommunications carriers. In July 1997, the Eighth
Circuit Court of Appeals vacated certain aspects of the FCC's initial
interconnection order. However, most of that decision was reversed by the U.S.
Supreme Court in January 1999. The Supreme Court effectively upheld most of the
FCC interconnection regulations. Although these regulations should enable new
telecommunications entrants to reach viable interconnection agreements with
incumbent carriers, many issues, including which specific network elements the
FCC can mandate that incumbent carriers make available to competitors, remain
subject to administrative and judicial appeal. If the FCC's current list of
unbundled network elements is upheld on appeal, it could facilitate the
provision of telecommunications services by new entrants, including NCP-Six.

INTERNET SERVICE

There is at present no significant federal regulation of cable system
delivery of Internet services. Furthermore, the FCC recently issued several
reports finding no immediate need to impose this type of regulation. However,
this situation may change as cable systems expand their broadband delivery of
Internet services. In particular, proposals have been advanced at the FCC and
Congress that would require cable operators to provide access to unaffiliated
Internet service providers and online service providers. Certain Internet
service providers also are attempting to use existing commercial leased access
rules (originally designed for video programming) to gain access to cable system
delivery. A petition on this issue is now pending before the FCC. Finally, some
local franchising authorities are considering the imposition of mandatory
Internet access requirements as part of cable franchise renewals or transfers. A
federal district court in Portland, Oregon recently upheld the legal ability of
local franchising authority to impose these type of conditions, but an appeal
was filed with the Ninth Circuit Court of Appeals, oral argument has been held,
and the parties are awaiting a decision. Other local authorities have imposed or
may impose mandatory Internet access requirements on cable operators. These
developments could, if they become widespread, burden the capacity of cable
systems and complicate any plans NCP-Six may have or develop for providing
Internet service.

TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION

The 1996 Telecom Act allows telephone companies to compete directly with
cable operators by repealing the historic telephone company/cable
cross-ownership ban. Local exchange carriers, including the regional telephone
companies, can now compete with cable operators both inside and outside their
telephone service areas with certain regulatory safeguards. Because of their
resources, local exchange carriers could be formidable competitors to
traditional cable operators. Various local exchange carriers currently are
providing video programming services within their telephone service
areas through a variety of distribution methods, including both the deployment
of broadband wire facilities and the use of wireless transmission.

Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. The Fifth Circuit Court of Appeals reversed certain of
the FCC's open video system rules, including its preemption of local
franchising. The FCC recently revised its OVS rules to eliminate this general
preemption, thereby leaving franchising discretion to local and state
authorities. It is unclear what effect this ruling will have on entities
pursuing open video system operation.

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Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of co-located cable systems. Co-located cable
systems are cable systems serving an overlapping territory. Cable operator
buyouts of co-located local exchange carrier systems, and joint ventures between
cable operators and local exchange carriers in the same market also are
prohibited. The 1996 Telecom Act provides a few limited exceptions to this
buyout prohibition, including a carefully circumscribed "rural exemption." The
1996 Telecom Act also provides the FCC with the limited authority to grant
waivers of the buyout prohibition.

ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION

The 1996 Telecom Act provides that registered utility holding companies
and subsidiaries may provide telecommunications services, including cable
television, notwithstanding the Public Utility Holding Company Act. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Like telephone companies, electric utilities have substantial resources at their
disposal, and could be formidable competitors to traditional cable systems.
Several of these utilities have been granted broad authority by the FCC to
engage in activities which could include the provision of video programming.

ADDITIONAL OWNERSHIP RESTRICTIONS

The 1996 Telecom Act eliminates statutory restrictions on broadcast/cable
cross-ownership, including broadcast network/cable restrictions, but leaves in
place existing FCC regulations prohibiting local cross-ownership between
co-located television stations and cable systems. The 1996 Telecommunications
Act also eliminates the three year holding period required under the 1992 Cable
Act's "anti-trafficking" provision. The 1996 Cable Act leaves in place existing
restrictions on cable cross-ownership with satellite master antenna television
and multichannel multipoint distribution service facilities, but lifts those
restrictions where the cable operator is subject to effective competition. FCC
regulations permit cable operators to own and operate satellite master antenna
television systems within their franchise area, provided that their operation is
consistent with local cable franchise requirements.

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a cable
system from devoting more than 40% of its activated channel capacity to the
carriage of affiliated national video program services. Although the 1992 Cable
Act also precluded any cable operator from serving more than 30% of all U.S.
domestic cable subscribers, this provision has been stayed pending further
judicial review and FCC rulemaking.

MUST CARRY/RETRANSMISSION CONSENT

The 1992 Cable Act contains broadcast signal carriage requirements.
Broadcast signal carriage is the transmission of broadcast television signals
over a cable system to cable customers. These requirements, among other things,
allow local commercial television broadcast stations to elect once every three
years between a "must carry" status or a "retransmission consent" status. Less
popular stations typically elect must carry, which is the broadcast signal
carriage requirement that allows local commercial television broadcast stations
to require a cable system to carry the station. More popular stations, such as
those affiliated with a national network, typically elect retransmission
consent, which is the broadcast signal carriage requirement that allows local
commercial television broadcast stations to negotiate for payments for granting
permission to the cable operator to carry the stations. Must carry requests can
dilute the appeal of a cable system's programming offerings because a cable
system with limited channel capacity may be required to forego carriage of
popular channels in favor of less popular broadcast stations electing must
carry. Retransmission consent demands may require substantial payments or other
concessions. Either option has a potentially adverse effect on NCP-Six's
business.

NCP-Six has been able to reach agreements with all of the broadcasters who
elected retransmission consent and has not been required by broadcasters to
remove any broadcast stations from the cable television channel line-ups. To
date, compliance with the "retransmission consent" and "must carry" provisions
of the 1992 Cable Act has not had a material effect on NCP-Six, although these
provisions may affect the operations of NCP-Six in the future,

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depending on factors as market conditions, the introduction of digital
broadcasts, channel capacity and similar matters when these arrangements are
renegotiated.

The burden associated with must carry may increase substantially if
broadcasters proceed with planned conversion to digital transmission and the FCC
determines that cable systems must carry all analog and digital broadcasts in
their entirety. This burden would reduce capacity available for more popular
video programming and new internet and telecommunication offerings. A rulemaking
is now pending at the FCC regarding the imposition of dual digital and analog
must carry.

ACCESS CHANNELS

Local franchising authorities can include franchise provisions requiring
cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity, up to 15% in some cases, for
commercial leased access by unaffiliated third parties. The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for commercial leased access use. We believe that requests for commercial
leased access carriages have been relatively limited. A new request has been
forwarded to the FCC, however, requesting that unaffiliated Internet service
providers be found eligible for commercial leased access. Although we do not
believe this use is in accord with the governing statute, a contrary ruling
could lead to substantial leased activity by Internet service providers and
disrupt NCP-Six's plans for Internet service.

ACCESS TO PROGRAMMING

To spur the development of independent cable programmers and competition
to incumbent cable operators, the 1992 Cable Act imposed restrictions on the
dealings between cable operators and cable programmers. Of special significance
from a competitive business posture, the 1992 Cable Act precludes video
programmers affiliated with cable companies from favoring their cable operators
over new competitors and requires these programmers to sell their programming to
other multichannel video distributors. This provision limits the ability of
vertically integrated cable programmers to offer exclusive programming
arrangements to cable companies. There also has been interest expressed in
further restricting the marketing practices of cable programmers, including
subjecting programmers who are not affiliated with cable operators to all of the
existing program access requirements, and subjecting terrestrially delivered
programming to the program access requirements. Terrestrially delivered
programming is programming delivered other than by satellite. These changes
should not have a dramatic impact on NCP-Six, but would limit potential
competitive advantages NCP-Six enjoys.

INSIDE WIRING; SUBSCRIBER ACCESS

In an order issued in 1997, the FCC established rules that require an
incumbent cable operator upon expiration of a multiple dwelling unit service
contract to sell, abandon, or remove "home run" wiring that was installed by the
cable operator in a multiple dwelling unit building. These inside wiring rules
are expected to assist building owners in their attempts to replace existing
cable operators with new programming providers who are willing to pay the
building owner a higher fee, where this fee is permissible. The FCC has also
proposed abrogating all exclusive multiple dwelling unit service agreements held
by incumbent operators, but allowing such contracts when held by new entrants.
In another proceeding, the FCC has preempted restrictions on the deployment of
private antenna on rental property within the exclusive use of a tenant, such as
balconies and patios. This ruling by the FCC may limit the extent to which we
along with multiple dwelling unit owners may enforce certain aspects of multiple
dwelling unit agreements which otherwise prohibit, for example, placement of
digital broadcast satellite receiver antennae in multiple dwelling unit areas
under the exclusive occupancy of a renter. These developments may make it even
more difficult for us to provide service in multiple dwelling unit complexes.

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OTHER REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION

In addition to the FCC regulations noted above, there are other FCC
regulations covering such areas as:

- equal employment opportunity,

- subscriber privacy,

- programming practices, including, among other things,

- syndicated program exclusivity
- network program nonduplication,
- local sports blackouts,
- indecent programming,
- lottery programming,
- political programming,
- sponsorship identification,
- children's programming advertisements, and
- closed captioning,

- registration of cable systems and facilities licensing,

- maintenance of various records and public inspection files,

- aeronautical frequency usage,

- lockbox availability,

- antenna structure notification,

- tower marking and lighting,

- consumer protection and customer service standards,

- technical standards,

- consumer electronics equipment compatibility, and

- emergency alert systems.

The FCC recently ruled that cable customers must be allowed to purchase
cable converters from third parties and established a multi-year phase-in during
which security functions, which would remain in the operator's exclusive
control, would be unbundled from basic converter functions, which could then be
satisfied by third party vendors.

The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations.

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COPYRIGHT

Cable television systems are subject to federal copyright licensing
covering carriage of television and radio broadcast signals. In exchange for
filing certain reports and contributing a percentage of their revenues to a
federal copyright royalty pool, cable operators can obtain blanket permission to
retransmit copyrighted material included in broadcast signals. The possible
modification or elimination of this compulsory copyright license is the subject
of continuing legislative review and could adversely affect NCP-Six's ability to
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.

Cable operators distribute locally originated programming and advertising
that use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers (ASCAP)
and BroadcastMusic, Inc. (BMI). The cable industry has had a long series of
negotiations and adjudications with both organizations. A prior voluntarily
negotiated settlement with BMI has now expired, and is subject to further
proceedings. The governing rate court recently set retroactive and prospective
cable industry rates for ASCAP music based on the previously negotiated BMI
rate. Although we cannot predict the ultimate outcome of these industry
proceedings or the amount of any license fees NCP-Six may be required to pay for
past and future use of association-controlled music, we do not believe these
license fees will be significant to NCP-Six's business and operations.

STATE AND LOCAL REGULATION

Cable television systems generally are operated pursuant to nonexclusive
franchises granted by a municipality or other state or local government entity
in order to cross public rights-of-way. Federal law now prohibits local
franchising authorities from granting exclusive franchises or from unreasonably
refusing to award additional franchises. Cable franchises generally are granted
for fixed terms and in many cases include monetary penalties for non-compliance
and may be terminable if the franchisee failed to comply with material
provisions.

The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, service rates, franchising fees, system construction and maintenance
obligations, system channel capacity, design and technical performance, customer
service standards, and indemnification protections. A number of states,
including Connecticut, subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, the local franchising authority may attempt to impose more burdensome
or onerous franchise requirements in connection with a request for consent.
Historically, most franchises have been renewed for and consents granted to
cable operators that have provided satisfactory services and have complied with
the terms of their franchise.

Under the 1996 Telecom Act, cable operators are not required to obtain
franchises for the provision of telecommunications services, and local
franchising authorities are prohibited from limiting, restricting, or
conditioning the provision of these services. In addition, local franchising
authorities may not require a cable operator to provide any telecommunications
service or facilities, other than institutional networks under certain
circumstances, as a condition of an initial franchise grant, a franchise
renewal, or a franchise transfer. The 1996 Telecom Act also provides that
franchising fees are limited to an operator's cable-related revenues and do not
apply to revenues that a cable operator derives from providing new
telecommunications services.

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LEGAL PROCEEDINGS

NCP-Six is not subject to any material legal proceedings.

NCP-SIX'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

The purpose of the proposed transaction is to provide limited partners the
opportunity to receive significant cash distributions upon the disposition of
the assets. The proposed transaction is not a result of insufficient working
capital or declining results of operations. NCP-Six has historically generated
significant net losses due, in part, to non-cash charges to income for
depreciation and amortization. Prior to the deduction for these non-cash items,
NCP-Six has generated sufficient operating income to service its debt and
achieve certain levels of cash distributions to limited partners in prior years.
Although quarterly cash distributions are not currently being made to limited
partners, it is anticipated that quarterly distributions could possibly be
reinstated in the future if the proposed transaction is not consummated and
certain amendments to NCP-Six's bank loan agreement can be negotiated. The
amounts and timing of any future distributions are dependent in part on
NCP-Six's ability to increase cash flow from operations.

NCP-Six's current revolving credit and term loan facility matures on
December 31, 2000 with a projected outstanding principal balance of
approximately $28,965,000 due and payable on that date. Should NCP-Six continue
its operations beyond this date an amendment to the existing loan agreement
would be required to extend the loan maturity and revise certain financial
covenants. Alternatively, NCP-Six could satisfy this obligation through the sale
of all or a significant portion of its assets. It is probable that any agreement
by the lenders to extend the loan maturity beyond any nominal period would be
conditioned upon an amendment to NCP-Six's limited partnership agreement to
extend the life of NCP-Six, which currently expires on December 31, 2001. In our
opinion, subject to the extension of the term of the partnership, amendments to
the loan agreement could be obtained from the lenders at a cost and on terms
that would not adversely affect NCP-Six's ability to continue operating as a
going concern.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
1998

Total Revenue. Revenues totaled $11,207,000 for the nine months ended
September 30, 1999, representing an increase of approximately 2% over the same
period in 1998. Of these revenues, $8,063,000 (72%) was derived from basic
service charges, $1,141,000 (10%) from premium services, $620,000 (6%) from tier
services, $300,000 (3%) from installation charges, $289,000 (2%) from service
maintenance contracts, $341,000 (3%) from advertising, and $455,000 (4%) from
other sources. The slight increase in revenue is attributable primarily to rate
increases placed into effect in August 1999 and 1998 as well as new product
services introduced in 1999. In April 1999, NCP-Six sold the cable television
system and assets relating to its Sandersville, Mississippi system, resulting in
the disposition of approximately 1,400 subscribers and decreased revenues
approximately $200,000 or 2%. Assuming the Sandersville, Mississippi system was
disposed of at the beginning of each of the respective periods, revenues would
have increased approximately 4%. As of September 30, 1999, NCP-Six's systems
served approximately 33,000 basic subscribers, 15,300 premium subscribers and
8,300 tier subscribers.

Operating Expenses. Operating expenses totaled $996,000 for the nine
months ended September 30, 1999, representing an increase of approximately 6%
over the same period in 1998. Excluding the impact of the disposition of the
Sandersville, Mississippi system, operating expenses would have increased
approximately 10% for the nine months ended September 30, 1999. This is
primarily due to increased operating salaries and pole rental expense offset by
decreased system maintenance expenses and drop materials.

General and Administrative Expenses. General and administrative expenses
totaled $2,768,000 for the nine months ended September 30, 1999, representing an
increase of approximately 1% over the same period in 1998. Excluding the impact
of the Sandersville, Mississippi system disposition, general and administrative
expenses would have increased approximately 4% for the nine months ended
September 30, 1999 compared to the

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same period in 1998. This is due to higher revenue based expenses such as
management fees and franchise fees as well as increased utilities, property
taxes and bad debt expense offset by reduced billing expenses and legal
expenses.

Programming Expenses. Programming expenses totaled $2,934,000 for the nine
months ended September 30, 1999, representing an increase of approximately 1%
over the same period in 1998. Adjusting for the Sandersville, Mississippi system
disposition, programming expenses would have increased approximately 3% for the
nine months ended September 30, 1999 compared to the same period in 1998. This
is mainly due to higher costs charged by various program suppliers as well as
increased advertising expenses and production expense.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses totaled $3,292,000 for the nine months ended September 30, 1999,
representing an increase of approximately 9% over the same period in 1998. This
increase is due to depreciation and amortization on purchases of plant and
equipment in 1999 offset by assets becoming fully depreciated.

Interest Expense. Interest expense for the nine months ended September 30,
1999 decreased approximately 6% over the same period in 1998. The average bank
debt decreased from $31,373,000 during the first nine months of 1998 to
$30,169,000 during the first nine months of 1999, and NCP-Six's effective
interest rate decreased from 8.82% in 1998 to 8.6% in 1999.

RESULTS OF OPERATIONS FOR THE YEARS ENDED 1998 AND 1997

Total Revenue. Total revenue reached $14,747,000 for the year ended
December 31, 1998, representing an increase of approximately 53% over 1997. Of
the 1998 revenue, $10,773,000 (73%) is derived from subscriptions to basic
services, $1,582,000 (11%) from subscriptions to premium services, $685,200 (5%)
from subscriptions to tier services, $456,000 (3%) from advertising, $396,000
(3%) from service maintenance revenue, $356,000 (2%) from installation charges
and $498,000 (3%) from other sources. The January 1998 addition of approximately
11,200 subscribers acquired in the purchase of cable systems serving the
communities of Bennettsville, Barnwell, Bamberg and Allendale, South Carolina
increased revenues 49%. The remaining 4% of revenue growth is primarily
attributable to rate increases placed into effect in August 1998.

Operating Expenses. Operating expenses totaled $1,263,000 for the year
ended December 31, 1998, representing an increase of approximately 38% as
compared to 1997. The acquisition of the Bennettsville, Barnwell, Bamberg and
Allendale, South Carolina systems increased operating expenses 43%. The expenses
for the other systems decreased approximately 5% primarily related to a
reduction in regional management costs offset by increased salary and benefit
costs. Salary and benefit costs are a major component of operating expenses.
Employee wages are reviewed annually and, in most cases, increased based on cost
of living adjustments and other factors. Management expects operating expenses
to increase in future years.

General and Administrative Expenses. General and administrative expenses
totaled $3,791,000 for the year ended December 31, 1998, representing an
increase of approximately 61% over 1997. The acquisition of the Bennettsville,
Barnwell, Bamberg and Allendale, South Carolina systems increased general and
administrative expenses 60%. The expenses for the remaining systems increased 1%
primarily due to higher revenue based expenses such as franchise fees, copyright
fees and management fees as a result of revenue gains discussed above, offset by
a one time adjustment to copyright fees. Significant general and administrative
expenses are based on revenues. As NCP-Six's revenue increases, the trend of
increased administrative expenses is expected to continue.

Programming Expenses. Programming expenses totaled $3,784,000 for the year
ended December 31, 1998, representing an increase of approximately 64% over
1997. Approximately 9% of the increase is the result of increased costs charged
by various program suppliers and new channel launches, as well as additional
salary and benefit costs related to local programming and production support.
The acquisition of the Bennettsville, Barnwell, Bamberg and Allendale, South
Carolina systems resulting in the remaining 55% increase. Programming expenses
consist mainly of payments made to the suppliers of various cable programming
services. Since these costs are based on the number of subscribers served,
future subscriber increases will cause the trend of increasing

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programming costs to continue. Additionally, rate increases from program
suppliers, as well as new fees associated with the launch of additional channels
will also contribute to increased programming costs.

Depreciation and Amortization Expenses. Depreciation and amortization
expenses totaled $4,288,000 for the year ended December 31, 1998, representing
an increase approximately 113% over 1997. Excluding the effects of the
acquisition of the Bennettsville, Barnwell, Bamberg and Allendale, South
Carolina systems, depreciation and amortization decreased 2% as a result of
assets becoming fully depreciated and amortized in 1998, offset by depreciation
and amortization on current year purchases. The addition of assets acquired in
the purchase of the Bennettsville, Barnwell, Bamberg and Allendale, South
Carolina systems increased depreciation and amortization expense 115%.

Interest Expense. Interest expense increased from $847,000 in 1997 to
$2,567,000 in 1998 (approximately 203%). NCP-Six's average debt balance
increased from approximately $11,410,000 during 1997 to $21,136,000 during 1998.
NCP-Six's effective interest rate decreased from approximately 8.75% in 1997 to
7.88% in 1998. The increase in average debt outstanding was a result of
borrowings to finance the acquisition of the Bennettsville, Barnwell, Bamberg
and Allendale, South Carolina systems.

RESULTS OF OPERATIONS FOR THE YEARS ENDED 1997 AND 1996

Total Revenue. Total revenue reached $9,644,000 for the year ended
December 31, 1997, representing an increase of approximately 4% over 1996. This
increase was due to rate increases placed into effect in August of 1997. Of the
1997 revenue, $6,907,000 (72%) is derived from subscriptions to basic services,
$925,000 (10%) from subscriptions to premium services, $503,000 (5%) from
subscriptions to tier services, $441,000 (4%) from advertising, $321,000 (3%)
from service maintenance revenue, $243,000 (3%) from installation charges and
$304,000 (3%) from other sources.

Operating Expenses. Operating expenses totaled $913,000 for the year ended
December 31, 1997, representing an increase of approximately 4% as compared to
1996. The increase is primarily attributable to higher salary and benefit costs
which are the major component of operating expenses. Employee wages are reviewed
annually and, in most cases, increased based on cost of living adjustments and
other factors. Management expects operating expenses to increase in future
years.

General and Administrative Expenses. General and administrative expenses
totaled $2,358,000 for the year ended December 31, 1997, representing an
increase of approximately 5% over 1996. This net increase is due to higher
revenue based expenses such as franchise fees, copyright fees and management
fees as a result of revenue gains discussed above. Significant general and
administrative expenses are based on revenues. As NCP-Six's revenue increases
the trend of increased administrative expenses is expected to continue.

Programming Expenses. Programming expenses totaled $2,301,000 for the year
ended December 31, 1997, representing an increase of approximately 13% over
1996. This is mainly the result of increased costs charged by various program
suppliers and new channel launches, as well as additional salary and benefit
costs related to local programming and production support. Programming expenses
consist mainly of payments made to the suppliers of various cable programming
services. Since these costs are based on the number of subscribers served,
future subscriber increases will cause the trend of increasing programming costs
to continue. Rate increases from program suppliers, as well as new fees
associated with the launch of additional channels will also contribute to
increased programming costs.

Depreciation and Amortization Expenses. Depreciation and amortization
expense decreased from $2,697,000 in 1996 to $2,010,000 in 1997 (approximately
25%). This is mainly due to certain assets becoming fully depreciated during the
year.

Interest Expense. Interest expense decreased from $1,010,000 in 1996 to
$847,000 in 1997 (approximately 19%). NCP-Six's average senior debt balance
decreased from approximately $12,986,000 during 1996 to

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$11,410,000 during 1997. NCP-Six's effective interest rate increased to
approximately 8.75% in 1997 compared to 7.36% in 1996.

LIQUIDITY AND CAPITAL RESOURCES

NCP-Six's primary sources of liquidity are cash flow provided from
operations and availability under an $8 million revolving credit line, of which
approximately $6.2 million was outstanding as of September 30, 1999. Based on
management's analysis, NCP-Six's cash flow from operations and amounts available
for borrowing under its loan agreement are sufficient to cover operating costs,
debt service and planned capital expenditures up to December 31, 2000, at which
time all amounts outstanding under the revolving credit and term loan agreement
become due. Total amounts outstanding at December 31, 2000 are expected to
approximate $28,965,000. This obligation can be satisfied by a sale of all or a
significant portion of NCP-Six's assets or through an amendment to the loan
agreement to extend the maturity of these amounts. Based on discussion with the
lenders it is unlikely that any significant extension of maturity would be
approved unless the limited partnership agreement were amended to extend the
life of the partnership which currently expires on December 31, 2001. Should the
term of the partnership be extended it is management's opinion that acceptable
terms could be negotiated with the lenders and such terms would have no material
adverse effect on NCP-Six.

During the nine months ended September 30, 1999, NCP-Six's primary sources
of liquidity were cash provided from operations, credit available under its
revolving credit and term loan agreement and proceeds received from the sale of
the Sandersville, Mississippi system. NCP-Six generates cash on a monthly basis
through the monthly billing of subscribers for cable services. Losses from
uncollectible accounts have not been material. During the nine months ended
September 30, 1999, cash generated from monthly billings was sufficient to meet
NCP-Six's needs for working capital, capital expenditures and scheduled debt
service.

On December 31, 1997, NCP-Six amended and restated its credit agreement
with its current lender to finance the acquisition of the Bennettsville,
Barnwell, Bamberg and Allendale, South Carolina systems. This credit facility
provides for borrowings up to $33 million, including a $25 million term loan and
an $8 million revolving credit facility which mature December 31, 2000. In July
1999, NCP-Six further amended its credit agreement to modify the amortization of
its term loan and certain financial covenants.

Under the terms of the loan agreement, NCP-Six has agreed to restrictive
covenants which require the maintenance of financial ratios, including a senior
debt to annualized operating cash flow ratio of 5.25 to 1 and an annual
operating cash flow to interest expense ratio of not less than 2.0 to 1, which
increased to a ratio of 2.25 to 1 beginning October 1, 1999. As of September 30,
1999, NCP-Six was in compliance with its required financial covenants.

As of September 30, 1999, the balance under the credit facility was
approximately $28,965,000 and $1.8 million was available for borrowing by
NCP-Six subject to compliance with financial covenants. Certain fixed rate
agreements expired during the third quarter of 1999. As of September 30, 1999,
interest rates on the credit facility were as follows: approximately $22,063,000
fixed at 7.77% under the terms of an interest rate swap agreement with NCP-Six's
lender expiring December 31, 1999; and approximately $6,903,000 fixed at
7.50875%, expiring December 30, 1999. The above includes a margin paid to the
lender based on overall leverage, and may increase or decrease as NCP-Six's
leverage fluctuates.

NCP-Six has only limited involvement with derivative financial instruments
and does not use them for trading purposes. They are used to manage well-defined
interest rate risks. NCP-Six enters into interest rate swap agreements with
major banks or financial institutions (typically its bank) in which NCP-Six pays
a fixed rate and receives a floating rate with the interest payments being
calculated on a notional amount. Gains or losses associated with changes in fair
values of these swaps and the underlying notional principal amounts are deferred
and recognized against interest expense over the term of the agreements in
NCP-Six's statements of operations.

NCP-Six is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments, but does not expect any
counterparties to fail to meet their obligations, as NCP-Six currently deals
only

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<PAGE> 75
with its bank. The notional amounts of these interest rate swaps is $22.1
million at September 30, 1999. These notional amounts do not represent amounts
exchanged by the parties and, thus, are not a measure of exposure to NCP-Six
through its use of derivatives. The exposure in a derivative contract is the net
difference between what each party is required to pay based on the contractual
terms against the notional amount of the contract, which in NCP-Six's case are
interest rates. The use of derivatives does not have a significant effect on
NCP-Six's result of operations or its financial position.

The table set forth below summarizes the fair value and contract terms of
financial instruments subject to interest rate risk maintained by NCP-Six as of
September 30, 1999 (dollars in thousands):

<TABLE>
<CAPTION>
Expected Maturity Date
---------------------------- Fair Value at
1999 2000 Total September 30, 1999
---------- ---------- ---------- ------------------
<S> <C> <C> <C> <C>
DEBT

Fixed Rate -- -- -- --
Average Interest Rate -- -- -- --
Variable Rate -- $ 28,965 $ 28,965 $ 28,965
Average Interest Rate -- 8.04% 8.04%

INTEREST RATE INSTRUMENTS

Variable to Fixed Swaps $ 22,063 -- $ 22,063 $ (15)
Average Pay Rate 5.8% -- 5.8%
Average Receive Rate 5.5% -- 5.5%
</TABLE>

The estimated fair value of interest rate instruments approximates the
costs to settle the outstanding contract. The interest rate on variable debt for
the year 2000 is estimated using the average implied forward London Interbank
Offering Rate (LIBOR) rates for the year of maturity based on the yield curve in
effect at September 30, 1999. The average interest rate on variable rate debt
includes a margin of 2% paid to the lenders.

It is NCP-Six's policy to renegotiate swap agreements on or near expiration. As
of September 30, 1999, NCP-Six's loan balance was approximately $28,965,000.

CAPITAL EXPENDITURES

During the first quarter of 1999, NCP-Six incurred approximately $355,000
in capital expenditures. These expenditures included a vehicle replacement in
the Starkville, Mississippi system, completion of the system upgrade to 450 MHz
in the Kosciusko, Mississippi system, the initial design of an upgrade to 450
MHz in the Forest, Mississippi system, line extensions and a continued system
upgrade to 450 MHz in the Philadelphia, Mississippi system, line extensions and
a vehicle replacement in the Barnwell, South Carolina system and a vehicle
replacement in the Bennettsville, South Carolina system.

During the second quarter of 1999, NCP-Six incurred approximately $842,000
in capital expenditures. These expenditures included the ongoing system upgrade
to 550 MHz in the Starkville, Mississippi system, the continued installation of
fiber in the Highlands, North Carolina system, a continued system upgrade to 450
MHz and channel additions in the Philadelphia, Mississippi system, a continued
system upgrade to 450 MHz in the Barnwell, South Carolina system and a vehicle
replacement in the Bennettsville, South Carolina system.

During the third quarter of 1999, NCP-Six incurred approximately $832,000
in capital expenditures. These expenditures included the ongoing system upgrade
to 550 MHz in the Starkville, Mississippi system, the initial phase of a 550 MHz
upgrade in the Forest, Mississippi system, a vehicle replacement and the
continued system upgrade to 450 MHz in the Philadelphia, Mississippi system,
channel additions and a continued system upgrade to 450 MHz in the Barnwell,
South Carolina system and a headend standby generator in the Bennettsville,
South Carolina system.

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<PAGE> 76
NCP-Six plans to invest approximately $400,000 in capital expenditures for
the remainder of 1999. This represents anticipated expenditures for the
expansion of the fiber network and continuation of the system upgrade
construction to 550 MHz in the Starkville, Mississippi system, the continued
deployment of fiber in the Highlands, North Carolina system, a continued system
upgrade to 450 MHz in the Barnwell, South Carolina system and certain line
extensions and channel additions in various systems.

During 1998, NCP-Six incurred approximately $2.8 million in capital
expenditures. These expenditures included the continued construction of a fiber
backbone in the Starkville, Mississippi system, the continuation of a system
upgrade to 450 MHz in the Kosciusko, Mississippi system, vehicle replacements
and a continued system upgrade to 450 MHz in the Philadelphia, Mississippi
system, the continued deployment of fiber in the Highlands, North Carolina
system, computer hardware and software upgrades in the Bennettsville, South
Carolina system and the purchase of a new office building and system upgrade to
450 MHz in the Barnwell, South Carolina system, as well as various line
extensions in all of the systems.

RECENT ACQUISITIONS AND DISPOSITIONS

On April 30, 1999, NCP-Six sold the assets of its cable television system
serving approximately 1,400 subscribers in and around the communities of
Sandersville, Mississippi. The sales price for the system was $1.9 million, and
the net proceeds were utilized to reduce outstanding debt. NCP-Six determined to
sell the Sandersville system due to the significant overbuild situation facing
the system and the surrounding geographic area. Due to the overbuild and the
lack of other interested purchasers for the system, NCP-Six sold the
Sandersville system to the overbuilder.

On January 2, 1998, NCP-Six purchased cable television systems serving
approximately 11,200 subscribers in and around the communities of Allendale,
Bamberg, Barnwell and Bennettsville, South Carolina. The purchase price of these
systems was $20.5 million. NCP-Six borrowed approximately $20.47 million under
an amended and restated revolving credit and term loan agreement with its lender
to finance the acquisition of the South Carolina cable systems.

YEAR 2000 READINESS DISCLOSURE

The efficient operation of NCP-Six's business is dependent in part on its
computer software programs and operating systems. These programs and systems are
used in several key areas of NCP-Six's business, including subscriber billing
and collections and financial reporting. Management has evaluated the programs
and systems utilized in the conduct of NCP-Six's business for the purpose of
identifying year 2000 compliance problems. Failure to remedy these issues could
impact the ability of NCP-Six to timely bill its subscribers for service
provided and properly report its financial condition and results of operations
which could have a material impact on its liquidity and capital resources.

The programs and systems utilized in subscriber billing and collections
has been modified to address year 2000 compliance issues. These modifications
were substantially complete at the end of 1998. Management has completed the
process of replacing programs and systems related to financial reporting which
resolve year 2000 compliance issues. The aggregate cost to NCP-Six to address
year 2000 compliance issues is not expected to be material to its results of
operations, liquidity and capital resources.

Management is currently focusing its efforts on the impact of the year
2000 compliance issue on service delivery and has established an internal team
to address this issue. The internal team is identifying and testing all date
sensitive equipment involved in delivering service to its customers. In
addition, management will assess its options regarding repair or replacement of
affected equipment during this testing. The aggregate cost to NCP-Six to address
year 2000 compliance issues is not expected to be material to its results of
operations, liquidity and capital resources.

The provision of cable television services is significantly dependent on
NCP-Six's ability to adequately receive programming signals via satellite
distribution or off air reception from various programmers and

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<PAGE> 77
broadcasters. NCP-Six has inquired of certain significant programming vendors
with respect to their year 2000 issues and how they might impact the operations
of NCP-Six. As of the date of this proxy statement no significant programming
vendor has communicated a year 2000 issue that would affect materially the
operations of NCP-Six. However, if significant programming vendors identify year
2000 issues in the future and are unable to resolve these issues in a timely
manner, it could have a material adverse financial impact on NCP-Six.

AFFILIATES OF NCP-SIX

NCP-Six is a Washington limited partnership with no directors of officers.
The managing general partner of NCP-Six is Northland Communications Corporation,
a Washington corporation. The administrative general partner of NCP-Six is FN
Equities Joint Venture, a California general partnership. To the best of our
knowledge, as of December 31, 1999, no person owned more than five percent of
any class of NCP-Six's voting securities. We and our affiliates collectively own
less than one percent of the outstanding units of limited partnership of
NCP-Six.

MANAGEMENT AND BENEFICIAL OWNERSHIP OF NCP-SIX

MANAGEMENT OF NCP-SIX

GENERAL

The sole partners of the administrative general partner are FN Equities,
Inc., FN Network Partners, Ltd., a California limited partnership, and John
Simmers, the sole owner of FN Equities. The principal business of each of the
administrative general partner and FN Equities is to provide administrative
services as administrative general partner of cable television limited
partnerships. FN Network Partners is an investment partnership. The address of
the principal executive offices of each of the administrative general partner,
FN Equities, FN Network Partners and John Simmers is 2780 Sky Park Drive, Suite
300, Torrance, California 90505.

OFFICERS AND DIRECTORS OF NORTHLAND

The following table sets forth information about the executive officers
and directors of Northland:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
John S. Whetzell 58 Board Chairman and President
Richard I. Clark 42 Director, Vice President, Treasurer and Assistant Secretary
John E. Iverson 63 Director and Assistant Secretary
James A. Penney 45 Vice President and Secretary
James E. Hanlon 66 Divisional Vice President
Richard J. Dyste 54 Vice President, Technical Services
Gary S. Jones 42 Vice President
H. Lee Johnson 56 Divisional Vice President
R. Gregory Ferrer 44 Vice President
Matthew J. Cryan 35 Vice President, Budgets and Planning
</TABLE>

JOHN S. WHETZELL is the founder of Northland Communications Corporation
and has been President since its inception and a Director since March 1982. Mr.
Whetzell became Chairman of the Board of Directors in December 1984. He also
serves as President and Chairman of the Board of Northland Telecommunications

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<PAGE> 78
Corporation and each of its subsidiaries. He has been involved with the cable
television industry for over 24 years. Between March 1979 and February 1982, he
was in charge of the Ernst & Whinney national cable television consulting
services. Mr. Whetzell first became involved in the cable television industry
when he served as the Chief Economist of the Cable Television Bureau of the FCC
from May 1974 to February 1979. He provided economic studies to support the
deregulation of cable television both in federal and state arenas. He
participated in the formulation of accounting standards for the industry and
assisted the FCC in negotiating and developing the pole attachment rate formula
for cable television. His undergraduate degree is in economics from George
Washington University, and he has an MBA degree from New York University.

RICHARD I. CLARK has served as Vice President of Northland since March
1982. He has served on the Board of Directors of both Northland Communications
Corporation and Northland Telecommunications Corporation since July 1985. He
also serves as Vice President and Director of all subsidiaries of Northland
Telecommunications Corporation. Mr. Clark was elected Treasurer in April 1987,
prior to which he served as Secretary from March 1982. Mr. Clark was an original
incorporator of Northland and is responsible for the administration and investor
relations activities of Northland, including financial planning and corporate
development. From July 1979 to February 1982, Mr. Clark was employed by Ernst &
Whinney in the area of providing cable television consultation services and has
been involved with the cable television industry for nearly 20 years. He has
directed cable television feasibility studies and on-site market surveys. Mr.
Clark has assisted in the design and maintenance of financial and budget
computer programs, and he has prepared documents for major cable television
companies in franchising and budgeting projects through the application of these
programs. In 1979, Mr. Clark graduated cum laude from Pacific Lutheran
University with a Bachelor of Arts degree in accounting.

JOHN E. IVERSON is the Assistant Secretary of Northland Communications
Corporation and has served on the Board of Directors since December 1984. He
also serves on the Board of Directors of Northland Telecommunications
Corporation and each of its subsidiaries. He is currently a member in the law
firm of Ryan, Swanson & Cleveland P.L.L.C., Northland's general counsel. He is a
member of the Washington State Bar Association and American Bar Association and
has been practicing law for more than 36 years. Mr. Iverson is the past
president and a Trustee of the Pacific Northwest Ballet Association. Mr. Iverson
has a Juris Doctor degree from the University of Washington.

JAMES A. PENNEY is Vice President and General Counsel for Northland
Telecommunications Corporation and each of its subsidiaries and has served in
this role since September 1985. He was elected Secretary in April 1987. Mr.
Penney is responsible for advising all Northland systems with regard to legal
and regulatory matters, and also is involved in the acquisition and financing of
new cable systems. From 1983 until 1985 he was associated with the law firm of
Ryan, Swanson & Cleveland P.L.L.C., Northland's general counsel. Mr. Penney
holds a Bachelor of Arts Degree from the University of Florida and a Juris
Doctor from The College of William and Mary, where he was a member of The
William and Mary Law Review.

JAMES E. HANLON has served as a Divisional Vice President for Northland
since June 1985 and is currently responsible for the management of systems
serving subscribers in Texas, and parts of Mississippi. Prior to his association
with Northland, he served as Chief Executive of M.C.T. Communications, a cable
television company, from 1981 to June 1985. His responsibilities included
supervision of the franchise, construction and operation of a cable television
system located near Tyler, Texas. From 1979 to 1981, Mr. Hanlon was President of
the CATV Division of Buford Television, Inc., and from 1973 to 1979, he served
as President and General Manager of Suffolk Cablevision in Suffolk County, New
York. Mr. Hanlon has also served as Vice President and Corporate Controller of
International, Inc. and Division Controller of New York Yankees, Inc. Mr. Hanlon
has a Bachelor of Science degree in Business Administration from St. Johns
University.

RICHARD J. DYSTE has served as Vice President - Technical Services of
Northland Telecommunications Corporation and each of its subsidiaries since
April 1987. Mr. Dyste is responsible for planning and advising all Northland
cable systems with regard to technical performance as well as system upgrades
and rebuilds. He is a past president and current member of the Mount Rainier
Chapter of the Society of Cable Television Engineers, Inc. Mr. Dyste joined
Northland in 1986 as an engineer and served as Operations Consultant to
Northland

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<PAGE> 79
Communications Corporation from August 1986 until April 1987. From 1977 to 1985,
Mr. Dyste owned and operated Bainbridge TV Cable. He is a graduate of Washington
Technology Institute.

GARY S. JONES is Vice President for Northland. Mr. Jones joined Northland
in March 1986 as Controller and has been Vice President of Northland
Telecommunications Corporation and each of its subsidiaries since October 1986.
Mr. Jones is responsible for cash management, financial reporting and banking
relations for Northland and is involved in the acquisition and financing of new
cable systems. Prior to joining Northland, Mr. Jones was employed as a Certified
Public Accountant with Laventhol & Horwath from 1980 to 1986. Mr. Jones received
his Bachelor of Arts degree in Business Administration with a major in
accounting from the University of Washington in 1979.

H. LEE JOHNSON has served as Divisional Vice President for Northland's
Statesboro, Georgia regional office since March 1994. He is responsible for the
management of systems serving subscribers in Alabama, Georgia, Mississippi,
North Carolina and South Carolina. Prior to his association with Northland he
served as Regional Manager for Warner Communications, managing four cable
systems in Georgia from 1968 to 1973. Mr. Johnson has also served as President
of Sunbelt Finance Corporation and was employed as a System Manager for
Statesboro CATV when Northland purchased the system in 1986. Mr. Johnson has
been involved in the cable television industry for over 30 years and is a
current member of the Society of Cable Television Engineers. He is a graduate of
Swainsboro Technical Institute and has attended numerous training seminars,
including courses sponsored by Jerrold Electronics, Scientific Atlanta, The
Society of Cable Television Engineers and CATA.

R. GREGORY FERRER is a Vice President for Northland. He joined Northland
in March 1984 as Assistant Controller and was promoted to Assistant Treasurer in
1986. Mr. Ferrer became Vice President of Northland Communications Corporation
in 1988 and in December of 1998, he was promoted to Vice President of Northland
Telecommunications Corporation. Mr. Ferrer is responsible for coordinating all
of Northland's property tax filings, insurance requirements and system
programming contracts as well as interest rate management and other treasury
functions. Prior to joining Northland, he was a Certified Public Accountant at
Benson & McLaughlin, a local public accounting firm, from 1981 to 1984. Mr.
Ferrer received his Bachelor of Arts in Business Administration from Washington
State University with majors in marketing in 1978 and accounting and finance in
1981.

MATTHEW J. CRYAN is Vice President - Budgets and Planning and has been
with Northland since September 1990. Mr. Cryan is responsible for the
development of current and long-term operating budgets for all Northland
entities. Additional responsibilities include the development of financial
models used in support of acquisition financing, analytical support for system
and regional managers, financial performance monitoring and reporting and
programming analysis. Prior to joining Northland, Mr. Cryan was employed as an
analyst with NKV Corp., a securities litigation support firm located in Redmond,
Washington. Mr. Cryan graduated from the University of Montana in 1988 with
honors and holds a Bachelor of Arts in Business Administration with a major in
finance.

OFFICERS AND DIRECTORS OF FN EQUITIES

The following table sets forth information about the executive officers
and directors of FN Equities:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Miles Z. Gordon 52 President and Director
John S. Simmers 49 Vice President, Secretary and Director
</TABLE>

MILES Z. GORDON is President of FN Equities and President and Chief
Executive Officer of Financial Network Investment Corporation (FNIC), and has
held those positions since 1983. From 1979 through April 1983 he was President
of University Securities Corporation. In 1978, Mr. Gordon was engaged in the
private practice of law, and from 1973 through 1978 he was employed by the
Securities and Exchange commission. He presently serves as Chairman of the
Securities Industry Association Independent Contractor Firms Committee. Mr.
Gordon was also Chairman and a member of the NASD District Business Conduct
Committee and a former member of the

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<PAGE> 80
NASD Board of Governors. He is past president of the California Syndication
Forum and has also served on several committees for the Securities Industry
Association.

JOHN S. SIMMERS is Vice President and Secretary of FN Equities and
Executive Vice President and Chief Operating Officer of Financial Network
Investment Corporation and has held those positions since 1983. From June 1980
through April 1983, he was Executive Vice President of University Securities
Corporation, Vice President of University Capital Corporation, and Vice
President of University Asset Management Group. From 1974 through May 1980 he
was employed by the National Association of Securities Dealers.

BENEFICIAL OWNERSHIP

Security ownership of management in NCP-Six as of September 30, 1999 is as
follows:

<TABLE>
<CAPTION>
Name and Address Percent of Amount and Nature
of Beneficial Owner Title of Class Of Beneficial Ownership
------------------- -------------- -----------------------

<S> <C> <C>
Northland Communications Corporation General Partner's Interest (See Note A)
1201 Third Avenue (See Note A)
Suite 3600
Seattle, WA 98101

FN Equities Joint Venture General Partner's Interest (See Note B)
2780 Skypark Dr. (See Note B)
Suite 300
Torrance, CA 90505
</TABLE>

- ----------

Note A: Northland has a 1% interest in NCP-Six, which increases to a 20%
interest in NCP-Six when the limited partners have received 100% of
their aggregate cash contributions. The natural person who exercises
voting and/or investment control over these interests is John S.
Whetzell.

Note B: FN Equities Joint Venture has no interest in NCP-Six until the
limited partners have received 100% of their aggregate cash
contributions, at which time FN Equities Joint Venture will have a 5%
interest in NCP-Six. The natural person who exercises voting and/or
investment control over these interests is John S. Simmers.

CHANGES IN CONTROL

Northland has pledged its ownership interest as managing general partner
of NCP-Six to NCP-Six's lender as collateral pursuant to the terms of the term
loan agreement between NCP-Six and its lender.

The principal business of Northland historically has been locating cable
television systems, negotiating for their acquisition, forming limited
partnerships to own the systems, arranging for the sale of limited partnership
interests to investors, managing NCP-Six, and liquidating partnership assets
upon dissolution. Northland is a wholly-owned subsidiary of Northland
Telecommunications Corporation, a Washington corporation. The address of the
principal executive offices of each of Northland and Northland
Telecommunications Corporation is 1201 Third Avenue, Suite 3600, Seattle,
Washington 98101.

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<PAGE> 81
FINANCIAL STATEMENTS

Included in this proxy statement are NCP-Six's audited financial
statements as of December 31, 1998 and 1997 and for the periods in the three
years ended December 31, 1998, and unaudited financial statements as of
September 30, 1999 and for the nine months ended September 30, 1999 and 1998.
Financial statements for prior years and periods have previously been
distributed to the limited partners on an ongoing basis. The information as of
September 30, 1999 and for the nine months ended September 30, 1999 and 1998 is
unaudited and reflects all adjustments that are, in the opinion of NCP-Six,
necessary for a fair statement of the results as of the dates and for the
periods presented and is not necessarily indicative of the operating results for
the entire year.

Also included in this proxy statement are the managing general partner's
audited financial statements as of December 31, 1998 and 1997 and for the
periods in the three years ended December 31, 1998, and unaudited financial
statements as of September 30, 1999 and for the nine months ended September 30,
1999 and 1998. The information as of September 30, 1999 and for the nine months
ended September 30, 1999 and 1998 is unaudited and reflects all adjustments that
are, in the opinion of the managing general partner, necessary for a fair
statement of the results as of the dates and for the periods presented and is
not necessarily indicative of the operating results for the entire year. Also
included is an audited balance sheet and associated materials for the
administrative general partner as of September 30, 1999.

If you desire any additional information regarding financial statements,
please contact the managing general partner.

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<PAGE> 82
INDEX TO FINANCIAL STATEMENTS

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

Condensed balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998............................... F-2
Condensed statements of Operations for the Nine Months Ended September 30, 1999 and 1998 (unaudited).............. F-3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 (unaudited)................F-4
Notes to Condensed Financial Statements (unaudited)............................................................... F-5

Independent Auditors' Report..................................................................................... F-6
Balance Sheets as of December 31, 1998 and 1997.................................................................. F-7
Statements of Operations for the Years Ended December 31, 1998, 1997 and 1996.................................... F-8
Statements of Changes in Partners' Capital (Deficit) for the Years Ended December 31, 1998,
1997 and 1996............................................................................................... F-9
Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996.................................... F-10
Notes to Financial Statements.................................................................................... F-11

NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998........................... F-19
Consolidated Statements of Operations for the Nine Months Ended September 30, 1999 and 1998 (unaudited).......... F-20
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 (unaudited).......... F-21
Notes to Financial Statements (unaudited)........................................................................ F-22

Independent Auditors' Report..................................................................................... F-23
Consolidated Balance Sheets as of December 31, 1998 and 1997..................................................... F-24
Consolidated Statements of Operations for the Years Ended December 31, 1998 and 1997............................. F-25
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 1998 and 1997........ F-26
Consolidated Statements of Cash Flows for the Years Ended December 31, 1998 and 1997............................. F-27
Notes to Financial Statements.................................................................................... F-28

FN EQUITIES JOINT VENTURE

Report of Independent Certified Public Accountants............................................................... F-37
Balance Sheet as of September 30, 1999........................................................................... F-38
Notes to Financial Statement..................................................................................... F-39
</TABLE>

F-1
<PAGE> 83
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS
(Prepared by the Managing General Partner)

SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

<TABLE>
<CAPTION>
1999 1998
-----------------------------------
(unaudited)
<S> <C> <C>
ASSETS
Cash ....................................................................................... $ 290,737 $ 706,907
Accounts receivable, including $43,766 due from affiliates in 1998 ......................... 708,961 722,919
Prepaid expenses and other assets .......................................................... 109,823 109,387
Property and equipment, net of accumulated depreciation of $14,399,293 and $14,744,674,
respectively ......................................................................... 14,431,034 14,090,676
Intangible assets, net of accumulated amortization of $13,684,435 and $11,849,919,
respectively ......................................................................... 15,476,626 17,342,080
------------- -------------

Total assets .................................................................... $ 31,017,181 $ 32,971,969
============= =============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable and accrued expenses ...................................................... $ 1,000,988 $ 1,181,743
Due to managing general partner and affiliates ............................................. 97,267 142,746
Deposits ................................................................................... 37,077 57,057
Subscriber prepayments ..................................................................... 303,420 495,177
Note payable ............................................................................... 28,965,281 31,372,848
------------- -------------

Total liabilities ............................................................... 30,404,033 33,249,571
------------- -------------

Partners' capital (deficit):
General partners:

Contributed capital, net ........................................................ (37,565) (37,565)
Accumulated deficit ............................................................. (83,319) (92,266)
------------- -------------
(120,884) (129,831)
------------- -------------
Limited partners:

Contributed capital, net ........................................................ 8,982,444 8,986,444
Accumulated deficit ............................................................. (8,248,412) (9,134,215)
------------- -------------
734,032 (147,771)
------------- -------------
Total liabilities and partners' capital (deficit) .......................................... $ 31,017,181 $ 32,971,969
============= =============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THIS BALANCE SHEET

F-2
<PAGE> 84
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS
(Prepared by the Managing General Partner)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
----------------------------------
(Unaudited)
<S> <C> <C>
REVENUES ........................................................... $ 11,207,212 $ 11,030,316
------------ ------------

EXPENSES:

Operating .......................................................... 995,578 937,838
General and administrative (including $1,594,241 and $1,494,712
to affiliates in 1999 and 1998, respectively) ................ 2,767,836 2,727,639
Programming ........................................................ 2,933,546 2,906,921
Depreciation and amortization ...................................... 3,291,708 3,019,411
------------ ------------
Total expenses ............................................... 9,988,668 9,591,809
------------ ------------

Income from operations ............................................. 1,218,544 1,438,507

Other income (expense):

Interest expense ............................................. (1,945,531) (2,075,454)
Interest income .............................................. 17,515 12,260
Gain (loss) on sale of assets ................................ 1,604,222 (92,330)
------------ ------------
Total other expense ..................................... (323,794) (2,155,524)
------------ ------------

Net income (loss) .................................................. $ 894,750 $ (717,017)
============ ============

Allocation of net income (loss):

General Partners ............................................. $ 8,948 $ (7,170)
============ ============

Limited Partners ............................................. $ 885,802 $ (709,847)
============ ============

Net income (loss) per limited partnership unit:
(29,784 units and 29,792 units in 1999 and 1998, respectively). $ 30 $ (24)
============ ============

Net income (loss) per $1,000 investment ............................ $ 59 $ (48)
============ ============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THESE STATEMENTS

F-3
<PAGE> 85
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS
(Prepared by the Managing General Partner)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
----------------------------------
(unaudited)
<S> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) .................................................................. $ 894,750 $ (717,017)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Depreciation and amortization ................................................ 3,431,977 3,157,410
(Gain) loss on sale of assets ................................................ (1,604,222) 92,330
(Increase) decrease in operating assets:

Accounts receivable ..................................................... 203,958 (517,704)
Prepaid expenses and other assets ....................................... (152,809) 125,768
Increase (decrease) in operating liabilities

Accounts payable and accrued expenses ................................... (180,755) 725,970
Due to managing general partner and affiliates .......................... (45,479) 48,369
Deposits ................................................................ (19,980) (22,408)
Subscriber prepayments .................................................. (191,757) (128,740)
------------ ------------
Net cash from operating activities ................................................. 2,335,683 2,763,978
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net ............................................ (2,029,503) (2,065,511)
Acquisition of cable systems ....................................................... -- (20,500,000)
Proceeds from disposition of cable system .......................................... 1,718,279 --
Increase in intangibles ............................................................ (29,062) (42,662)
------------ ------------
Net cash used in investing activities .............................................. (340,286) (22,608,173)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from note payable ......................................................... -- 20,473,427
Principal payments on note payable ................................................. (2,407,567) --
Loan fees and other costs incurred ................................................. -- (25,600)
Repurchase of limited partner interest ............................................. (4,000) (4,000)
------------ ------------
Net cash (used in) from financing activities ....................................... (2,411,567) 20,443,827
------------ ------------

(DECREASE) INCREASE IN CASH ........................................................ (416,170) 599,632
CASH, beginning of period .......................................................... 706,907 173,034
------------ ------------
CASH, end of period ................................................................ $ 290,737 $ 772,666
============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for interest ..................................... $ 1,805,719 $ 1,272,756
============ ============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THESE STATEMENTS

F-4
<PAGE> 86
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1) These unaudited financial statements are being filed in conformity with
Rule 10-01 of Regulation S-X regarding interim financial statement disclosure
and do not contain all of the necessary footnote disclosures required for a fair
presentation of the Balance Sheets, Statements of Operations and Statements of
Cash Flows in conformity with generally accepted accounting principles. However,
in the opinion of management, this data includes all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the Partnership's
financial position at September 30, 1999, its Statements of Operations for the
nine months ended September 30, 1999 and 1998, and its Statements of Cash Flows
for the nine months ended September 30, 1999 and 1998. Results of operations for
these periods are not necessarily indicative of results to be expected for the
full year.

(2) In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. The Statement establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.

Statement 133 is effective for fiscal years beginning after June 15, 1999. A
company may also implement the Statement as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and
thereafter). Statement 133 cannot be applied retroactively. Statement 133 must
be applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 (and, at the company's election, before January
1, 1998). SFAS No. 137 defers the effective date of SFAS No. 133 for fiscal
years beginning after June 15, 2000.

The Partnership has not yet quantified the impacts of adopting Statement 133 on
its financial statements and has not determined the timing of or method of
adoption of Statement 133. However, the Statement could increase volatility in
earnings and other comprehensive income.

(3) Under the terms of the Partnership's revolving credit and term loan
agreement all amounts outstanding at December 31, 2000 become due and payable as
of that date. It is expected that this balance will approximate $28,965,000. The
Partnership could satisfy this obligation through a sale of all or a significant
portion its assets or alternatively, renegotiate the maturity of its debt with
its lenders. Based on discussions with the lenders an extension of the debt
maturity is unlikely unless the Partnership Agreement is amended to extend the
life of the Partnership which currently expires on December 31, 2001. If a sale
of a sufficient amount of assets does not occur or if the Partnership is unable
to renegotiate the terms of its debt it could materially affect the
Partnership's ability to continue as a going concern.

F-5
<PAGE> 87
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of

Northland Cable Properties Six Limited Partnership:

We have audited the accompanying balance sheets of Northland Cable Properties
Six Limited Partnership (a Washington limited partnership) as of December 31,
1998 and 1997, and the related statements of operations, changes in partners'
capital (deficit) and cash flows for each of the three years in the period ended
December 31, 1998. These financial statements are the responsibility of the
Partnership'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 Northland Cable Properties Six
Limited Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ Arthur Andersen LLP

Seattle, Washington,
February 5, 1999

F-6
<PAGE> 88
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

BALANCE SHEETS

DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
ASSETS 1998 1997
------------ ------------
<S> <C> <C>
Cash ............................................................................. $ 706,907 $ 173,034

Accounts receivable, including $43,766 due from affiliates in 1998 ............... 722,919 400,963

Prepaid expenses and other assets ................................................ 109,387 262,758

Investment in cable television properties:

Property and equipment, at cost ............................................. 28,835,350 19,867,258
Less-Accumulated depreciation ............................................... (14,744,674) (13,328,036)
------------ ------------
14,090,676 6,539,222

Franchise agreements (net of accumulated amortization of $11,179,542
in 1998 and $10,293,124 in 1997) ...................................... 16,047,851 5,442,597
Acquisition costs (net of accumulated amortization of $60,545 in 1998
and $1,502,475 in 1997) ............................................... 177,026 208,115
Loan fees and other intangibles (net of accumulated amortization of
$609,832 in 1998 and $897,084 in 1997) ................................ 1,117,203 582,697
------------ ------------

Total investment in cable television properties ....................... 31,432,756 12,772,631
------------ ------------

Total assets .......................................................... $ 32,971,969 $ 13,609,386
============ ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable ................................................................. $ 399,031 $ 198,865
Other current liabilities ........................................................ 782,712 758,220
Due to General Partner and affiliates ............................................ 142,746 154,836
Deposits ......................................................................... 57,057 92,093
Subscriber prepayments ........................................................... 495,177 409,952
Note payable ..................................................................... 31,372,848 10,899,421
------------ ------------

Total liabilities ..................................................... 33,249,571 12,513,387
------------ ------------

Commitments & Contingencies (Note 8)

Partners' capital (deficit):

General partners-

Contributed capital, net .............................................. (37,565) (37,565)
Accumulated deficit ................................................... (92,266) (78,570)
------------ ------------
(129,831) (116,135)
------------ ------------
Limited partners -

Contributed capital, net (29,792 units in 1998 and 29,800 in 1997) .... 8,986,444 8,990,444
Accumulated deficit ................................................... (9,134,215) (7,778,310)
------------ ------------
(147,771) 1,212,134
------------ ------------
Total liabilities and partners' capital (deficit) ..................... $ 32,971,969 $ 13,609,386
============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS

F-7
<PAGE> 89
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
REVENUE ................................................................ $ 14,746,766 $ 9,644,320 $ 9,262,702
------------ ------------ ------------

EXPENSES:

Operating (including $285,212, $238,691 and $159,470
paid to affiliates in 1998, 1997 and 1996, respectively) .... 1,262,672 913,361 879,045
General and administrative (including $1,632,936,
$1,075,881 and $1,057,206 paid to affiliates in 1998,
1997 and 1996, respectively) ................................ 3,790,975 2,357,842 2,250,200
Programming (including $241,521, $258,388 and $205,316
paid to affiliates in 1998, 1997 and 1996, respectively) .... 3,784,358 2,301,320 2,041,844
Depreciation and amortization .................................... 4,287,623 2,010,301 2,697,358
------------ ------------ ------------

13,125,628 7,582,824 7,868,447
------------ ------------ ------------

Operating income ............................................ 1,621,138 2,061,496 1,394,255

OTHER INCOME (EXPENSE):

Interest income .................................................. 17,932 9,074 16,855
Insurance recovery ............................................... -- -- 148,318
Interest expense ................................................. (2,566,743) (846,609) (1,010,190)
(Loss) gain on disposal of fixed assets .......................... (229,940) 7,095 (152,698)
Other expense .................................................... (211,988) (15,157) (15,089)
------------ ------------ ------------

Net (loss) income ........................................... $ (1,369,601) $ 1,215,899 $ 381,451
============ ============ ============

ALLOCATION OF NET (LOSS) INCOME:

General partners ................................................. $ (13,696) $ 12,159 $ 3,815
============ ============ ============

Limited partners ................................................. $ (1,355,905) $ 1,203,740 $ 377,636
============ ============ ============

NET (LOSS) INCOME PER LIMITED PARTNERSHIP UNIT ......................... $ (46) $ 40 $ 13
============ ============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-8
<PAGE> 90
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
BALANCE, December 31, 1995 ........................................ $ (131,356) $ (286,702) $ (418,058)

Cash distributions ($2.50 per limited partnership unit) ..... (753) (74,540) (75,293)

Net income .................................................. 3,815 377,636 381,451
----------- ----------- -----------

BALANCE, December 31, 1996 ........................................ (128,294) 16,394 (111,900)

Repurchase of limited partnership units ..................... -- (8,000) (8,000)

Net income .................................................. 12,159 1,203,740 1,215,899
----------- ----------- -----------

BALANCE, December 31, 1997 ........................................ (116,135) 1,212,134 1,095,999

Repurchase of limited partnership units ..................... -- (4,000) (4,000)

Net loss .................................................... (13,696) (1,355,905) (1,369,601)
----------- ----------- -----------

BALANCE, December 31, 1998 ........................................ $ (129,831) $ (147,771) $ (277,602)
=========== =========== ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-9
<PAGE> 91
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income ................................................ $ (1,369,601) $ 1,215,899 $ 381,451
Adjustments to reconcile net (loss) income to net cash
provided by operating activities-

Depreciation and amortization expense ....................... 4,287,623 2,010,301 2,697,358
Amortization of loan costs .................................. 182,859 15,157 15,089
Insurance recoveries ........................................ -- -- (148,318)
Loss (gain) on disposal of assets ........................... 229,940 (7,095) 152,698
(Increase) decrease in operating assets:

Accounts receivable .................................... (278,190) (74,688) (38,185)
Prepaid expenses and other assets ...................... 153,371 (181,817) 5,830
Increase (decrease) in operating liabilities:

Accounts payable and other current liabilities ......... 224,658 254,763 75,112
Due to General Partner and affiliates .................. (12,090) (57,662) 72,654
Deposits ............................................... (35,036) (22,106) (17,497)
Subscriber prepayments ................................. 85,225 (5,718) 880
------------ ------------ ------------

Net cash provided by operating activities .............. 3,468,759 3,147,034 3,197,072
------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net .......................... (2,820,143) (1,662,999) (1,058,030)
Acquisition of cable system ...................................... (20,500,000) -- --
Insurance recoveries ............................................. -- -- 148,318
Proceeds from disposal of assets ................................. 500 9,475 --
Purchase of other intangibles .................................... (77,199) (210,414) (183,414)
------------ ------------ ------------

Net cash used in investing activities .................. (23,396,842) (1,863,938) (1,093,126)
------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes payable ...................................... 20,473,427 760,000 --
Principal payments on notes payable .............................. -- (1,781,400) (1,962,368)
Distributions to partners ........................................ -- -- (75,293)
Repurchase of limited partnership units .......................... (4,000) (8,000) --
Loan fees and other costs ........................................ (7,471) (495,637) --
------------ ------------ ------------

Net cash provided by (used in) financing activities .... 20,461,956 (1,525,037) (2,037,661)
------------ ------------ ------------

INCREASE (DECREASE) IN CASH ............................................ 533,873 (241,941) 66,285

CASH, beginning of year ................................................ 173,034 414,975 348,690
------------ ------------ ------------

CASH, end of year ...................................................... $ 706,907 $ 173,034 $ 414,975
============ ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for interest............................ $ 2,562,492 $ 847,682 $ 1,051,135
============ ============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS

F-10
<PAGE> 92
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ORGANIZATION AND PARTNERS' INTERESTS:

Formation and Business

Northland Cable Properties Six Limited Partnership (the Partnership), a
Washington limited partnership, was formed on January 22, 1986. The Partnership
was formed to acquire, develop and operate cable television systems. The
Partnership began operations on November 3, 1986 by acquiring a cable television
system in Mississippi. Subsequently, additional cable television systems were
acquired in Mississippi, North Carolina and South Carolina. The Partnership has
38 nonexclusive franchises to operate cable systems for periods which will
expire at various dates through 2017.

Northland Communications Corporation is the Managing General Partner (the
General Partner) of the Partnership. Certain affiliates of the Partnership also
own and operate other cable television systems. In addition, the General Partner
manages cable television systems for other limited partnerships for which it is
General Partner.

FN Equities Joint Venture, a California joint venture, is the Administrative
General Partner of the Partnership.

Contributed Capital, Commissions and Offering Costs

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

The general partners purchased their 1% interest in the Partnership by
contributing $1,000 to Partnership capital.

Pursuant to the Partnership Agreement, brokerage fees paid to an affiliate of
the Administrative General Partner and other offering costs paid to the General
Partner were recorded as a reduction of limited partners' capital. The
Administrative General Partner received a fee for providing certain
administrative services to the Partnership.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Property and Equipment

Property and equipment are stated at cost. Replacements, renewals and
improvements are capitalized. Maintenance and repairs are charged to expense as
incurred.

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

<TABLE>
<S> <C>
Buildings 20 years
Distribution plant 10 years
Other equipment and leasehold improvements 5-20 years
</TABLE>

The Partnership periodically reviews the carrying value of its long-lived
assets, including property, equipment and intangible assets, whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. To the extent the estimated future cash inflows attributable to the
asset, less estimated future cash outflows, is less than the carrying amount, an
impairment loss would be recognized.

F-11
<PAGE> 93
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 estimated fair value of net tangible
assets acquired; then, to the franchise and other determinable intangible costs;
then any excess is allocated to goodwill.

Intangible Assets

Costs assigned to franchise agreements, loan fees, acquisition costs and other
intangibles are being amortized using the straight-line method over the
following estimated useful lives:

<TABLE>
<S> <C>
Franchise agreements 10-20 years
Acquisition costs 5 years
Loan fees and other intangibles 1-10 years
</TABLE>

Revenue Recognition

Cable television service revenue is recognized in the month service is provided
to customers. Advance payments on cable services to be rendered are recorded as
subscriber prepayments. Revenues resulting from the sale of local spot
advertising are recognized when the related advertisements or commercials appear
before the public. Local spot advertising revenues earned were $456,007,
$441,308 and $363,132 respectively, in 1998, 1997 and 1996.

Derivatives

The Partnership has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are used to manage
well-defined interest rate risks. The Partnership periodically enters into
interest rate swap agreements with major banks or financial institutions
(typically its bank) in which the Partnership pays a fixed rate and receives a
floating rate with the interest payments being calculated on a notional amount.
Gains or losses associated with changes in fair values of these swaps and the
underlying notional principal amounts are deferred and recognized against
interest expense over the term of the agreements in the Partnership's statements
of operations.

The Partnership is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments, but does not expect
any counterparties to fail to meet their obligations, as the Partnership
currently deals only with its bank. Notional amounts do not represent amounts
exchanged by the parties and, thus, are not a measure of exposure to the
Partnership through its use of derivatives. The exposure in a derivative
contract is the net difference between what each party is required to pay based
on the contractual terms against the notional amount of the contract, which in
the Partnership's case are interest rates. The use of derivatives does not have
a significant effect on the Partnership's result of operations or its financial
position.

Reclassifications

Certain reclassifications have been made to conform prior years' financial
statements with the current year presentation.

Recently Issued Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 130 - In 1998, the
Partnership adopted SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes rules for the reporting of comprehensive income and its
components. Comprehensive income (loss) consists of net income (loss), foreign
currency translation adjustments and unrealized gains or losses on investment
securities available-for-sale. As of December 31, 1998, the Partnership had no
comprehensive income to report, therefore the adoption of SFAS No. 130 had no
impact on equity.

F-12
<PAGE> 94
Statement of Position 98-5 - In April 1998, the AICPA released Statement of
Position 98-5, "Reporting on Start-Up Activities" (SOP 98-5). The new standard
requires that all entities expense costs of start-up activities as those costs
are incurred. SOP 98-5 defines "start-up costs" as those costs directly related
to pre-operating, pre-opening, and organization activities. This standard must
be adopted in fiscal years beginning after December 15, 1998.

The Partnership previously capitalized pre-opening costs and amortized such
costs over a five-year period. As of December 31, 1998, all pre-opening costs
have been amortized. As a result, the adoption of SOP 98-5 will not have an
effect on the Partnership's financial position or results of its operations.

Statement of Financial Accounting Standards No. 133 - In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." The statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the statement of
operations, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.

SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. A
company may also implement the statement as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and
thereafter). SFAS No. 133 cannot be applied retroactively. SFAS No. 133 must be
applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 (and, at the company's election, before January
1, 1998).

The Partnership has not yet quantified the impacts of adopting SFAS No. 133 on
the financial statements and has not determined the timing of or method of
adoption of SFAS No. 133. However, the statement could increase volatility in
earnings and other comprehensive income.

Estimates Used in Financial Statement Presentation

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount 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.

3. TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES:

Management Fees

The General Partner receives a fee for managing the Partnership equal to 6% of
the gross revenues of the Partnership, excluding revenues from the sale of cable
television systems or franchises. The amount of management fees charged by the
General Partner was $884,806, $578,720 and $555,762 in 1998, 1997 and 1996,
respectively.

Income Allocation

All items of income, loss, deduction and credit are allocated 99% to the limited
partners and 1% to the general partners until the limited partners have received
aggregate cash distributions in an amount equal to aggregate capital
contributions. Thereafter, the general partners receive 25% and the limited
partners are allocated 75% of partnership income and losses. Prior to the
general partners receiving a distribution in any year, the limited partners must
receive distributions equal to at least 50% of their allocable share of net
income for such year, based on projections by the Managing General Partner of
the net income of the Partnership for the year. If cash distributions to the
general partners are deferred because of this 50% limitation, those deferred
cash distributions will be paid to the general partners in subsequent years or
upon liquidation of the Partnership. Any distributions other than from cash

F-13
<PAGE> 95
flow, such as from the sale or refinancing of a system or upon dissolution of
the Partnership, will be determined according to contractual stipulations in the
Partnership Agreement.

The limited partners' total initial contributions to capital were $15,000,000
($500 per partnership unit). As of December 31, 1998, $3,817,997 ($127.50 per
partnership unit) has been distributed to the limited partners, and the
Partnership has repurchased $96,475 of limited partnership units (165 units at
$500 per unit and 43 units at $325 per unit).

Reimbursements

The General Partner provides or causes to be provided certain centralized
services to the Partnership and other affiliated entities. The General Partner
is entitled to reimbursement from the Partnership for various expenses incurred
by it or its affiliates on behalf of the Partnership allocable to its management
of the Partnership, including travel expenses, pole and site rental, lease
payments, legal expenses, billing expenses, insurance, governmental fees and
licenses, headquarters supplies and expenses, pay television expenses, equipment
and vehicle charges, operating salaries and expenses, administrative salaries
and expenses, postage and office maintenance.

The amounts billed to the Partnership are based on costs incurred by affiliates
in rendering the services. The costs of certain services are charged directly to
the Partnership, based upon the personnel time spent by the employees rendering
the service. The cost of other services is allocated to the Partnership and
affiliates based upon relative size and revenue. Management believes that the
methods used to allocate services to the Partnership are reasonable. Amounts
charged for these services were $663,191, $497,964 and $511,719 for 1998, 1997
and 1996, respectively.

In 1998, 1997 and 1996, the Partnership paid installation charges and
maintenance fees for billing system support provided by an affiliate, amounting
to $79,590, $68,685 and $69,750, respectively.

The Partnership has entered into operating management agreements with affiliates
managed by the General Partner. Under the terms of these agreements, the
Partnership or an affiliate serves as the executive managing agent for certain
cable television systems and is reimbursed for certain operating and
administrative expenses. The Partnership paid $290,147, $179,807 and $139,408,
net, under the terms of these agreements during 1998, 1997 and 1996,
respectively.

The Partnership pays monthly program license fees to Northland Cable News, Inc.
(NCN), an affiliate of the General Partner, for the rights to distribute
programming developed and produced by NCN. Total license fees paid to NCN during
1998, 1997 and 1996 were $165,147, $176,333 and $165,297, respectively.

Cable Ad Concepts, Inc. (CAC), an affiliate of the General Partner, was formed
in 1993 and began operations in 1994. CAC was organized to assist in the
development of local advertising markets and management and training of local
sales staff. CAC billed the Partnership $57,611, $70,777 and $39,656 in 1998,
1997 and 1996, respectively, for these services.

Due to General Partner and Affiliates

<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
---------- ----------
<S> <C> <C>
Management fees ............................ $ 68,187 $ 43,502
Reimbursable operating costs and other ..... 45,940 64,265
Other amounts due to affiliates, net ....... 28,619 47,069
---------- ----------
$ 142,746 $ 154,836
========== ==========
</TABLE>

F-14
<PAGE> 96
4. PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
December 31,
------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Land and buildings ......... $ 881,669 $ 760,090
Distribution plant ......... 26,424,483 17,939,452
Other equipment ............ 1,488,648 1,125,332
Leasehold improvements ..... 40,550 38,945
Construction in progress ... -- 3,439
----------- -----------
$28,835,350 $19,867,258
=========== ===========
</TABLE>

5. OTHER CURRENT LIABILITIES:

<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
---------- ----------
<S> <C> <C>
Programmer license fees .... $ 363,130 $ 321,928
Bank overdraft ............. -- 200,194
Accrued franchise fees ..... 245,867 99,823
Other ...................... 173,715 136,275
---------- ----------
$ 782,712 $ 758,220
========== ==========
</TABLE>

6. NOTE PAYABLE:

Note payable consists of the following:

<TABLE>
<CAPTION>
December 31,
------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Revolving credit and term loan agreement, collateralized by a first lien
position on all present and future assets of the Partnership. Interest
rates vary based on certain financial covenants; currently 7.88%. Graduated
principal payments due quarterly until maturity on
December 31, 2000 $31,372,848 $10,899,421
=========== ===========
</TABLE>

Annual maturities of notes payable after December 31, 1998 based on amounts
outstanding at December 31, 1998 are as follows:

Under the terms of the revolving credit and term loan agreement, the Partnership
has agreed to restrictive covenants which require the maintenance of certain
ratios, including an Annual Operating Cash Flow to Interest Expense Ratio
greater than 2.00 to 1, a Fixed Charge Ratio of 1.1 to 1, and a Senior Debt to
Annualized Operating Cash Flow Ratio of 5.25 to 1, among other restrictions. The
General Partner submits quarterly debt compliance reports to the Partnership's
creditor under this agreement. As of December 31, 1998, the Partnership was in
compliance with the terms of the loan agreement.

On January 8, 1998 the Partnership entered into an interest rate swap agreement,
notional amount of $23,000,000, to reduce the impact of changes in interest
rates. This agreement effectively changes the Partnership's interest rate
exposure to a fixed rate of 5.77%, plus an applicable margin based on certain
financial covenants (the margin at February 6, 1998, was 2.25%). The maturity
date of the swap is December 31, 1999.

At December 31, 1998, the Partnership would have been required to pay the
counterparty approximately $194,999 to settle this agreement based on fair value
estimates received from the financial institution.

F-15
<PAGE> 97
7. INCOME TAXES:

Income taxes payable have not been recorded in the accompanying financial
statements because they are obligations of the partners. The federal and state
income tax returns of the Partnership are prepared and filed by the General
Partner.

The 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 Partnership's qualification or in changes with
respect to the income or loss, the tax liability of the partners would likely be
changed accordingly.

Taxable income to the limited partners was approximately $0, $0 and $74,540 for
the three years in the periods ended December 31, 1998 and is different from
that reported in the statements of operations principally due to the difference
in depreciation expense allowed for tax purposes and the amount recognized under
generally accepted accounting principles. There were no other significant
differences between taxable income and the net income reported in the statements
of operations.

The Partnership agreement provides that tax losses may not be allocated to the
Limited Partners if such loss allocation would create a deficit in the Limited
Partners' Capital Account. Such excess losses are reallocated to the General
Partner ("Reallocated Limited Partner Losses"). In general, in subsequent years,
100% of the Partnership's net income is allocated to the General Partner until
the General Partner has been allocated net income in amounts equal to the
Reallocated Limited Partner Losses.

In general, under current federal income tax laws, a partner's allocated share
of tax losses from a partnership is allowed as a deduction on his individual
income tax return only to the extent of the partner's adjusted basis in his
partnership interest at the end of the tax year. Any excess losses over adjusted
basis may be carried forward to future tax years and are allowed as a deduction
to the extent the partner has an increase in his adjusted basis in the
Partnership through either an allocation of partnership income or additional
capital contributions to the Partnership.

In addition, the current tax law does not allow a taxpayer to use losses from a
business activity in which he does not materially participate (a "passive
activity," e.g., a limited partner in a limited partnership) to offset other
income such as salary, active business income, dividends, interest, royalties
and capital gains. However, such losses can be used to offset income from other
passive activities. In addition, disallowed losses can be carried forward
indefinitely to offset future income from passive activities. Disallowed losses
can be used in full when the taxpayer recognizes gain or loss upon the
disposition of his entire interest in the passive activity.

8. COMMITMENTS AND CONTINGENCIES:

Lease Arrangements

The Partnership leases certain tower sites, office facilities and pole
attachments under leases accounted for as operating leases. Rental expense
included in operations amounted to $209,627, $123,776 and $132,342 in 1998, 1997
and 1996, respectively. Minimum lease payments through the end of the lease
terms are as follows:

<TABLE>
<S> <C> <C>
1999 $15,583
2000 15,583
2001 12,431
2002 3,133
2003 1,083
Thereafter 2,237
-------
$50,050
=======
</TABLE>

F-16
<PAGE> 98
Effects of Regulation

On February 8, 1996, the Telecommunications Act of 1996 (the 1996 Act) was
enacted. This act dramatically changed federal telecommunications laws and the
future competitiveness of the industry. Many of the changes called for by the
1996 Act will not take effect until the Federal Communications Commission (FCC)
issues new regulations which, in some cases, may not be completed for a few
years. Because of this, the full impact of the 1996 Act on the Partnership's
operations cannot be determined at this time. A summary of the provisions
affecting the cable television industry, more specifically those affecting the
Partnership's operations, follows.

Cable Programming Service Tier Regulation. FCC regulation of rates for
cable programming service tiers has been eliminated for small cable systems
owned by small companies. Small cable systems are those having 50,000 or fewer
subscribers which are owned by companies with fewer than 1% of national cable
subscribers (approximately 600,000) and having no more than $250 million in
annual revenue. The Partnership qualifies as a small cable company and all of
the Partnership's cable systems qualify as small cable systems. Basic tier rates
remain subject to regulations by the local franchising authority under most
circumstances until effective competition exists. The 1996 Act expands the
definition of effective competition to include the offering of video programming
services directly to subscribers in a franchised area served by a local
telephone exchange carrier, its affiliates or any multichannel video programming
distributor which uses the facilities of the local exchange carrier. The FCC has
not yet determined the penetration criteria that will trigger the presence of
effective competition under these circumstances.

Telephone Companies. The 1996 Act allows telephone companies to offer
video programming services directly to customers in their service areas
immediately upon enactment. They may provide video programming as a cable
operator fully subject to any provision of the 1996 Act, or a radio-based
multichannel programming distributor not subject to any provisions of the 1996
Act, or through nonfranchised "open video systems" offering nondiscriminatory
capacity to unaffiliated programmers, subject to select provisions of the 1996
Act. Although management's opinion is that the probability of competition from
telephone companies in rural areas is unlikely in the near future, there are no
assurances that such competition will not materialize.

The 1996 Act encompasses many other aspects of providing cable television
service including prices for equipment, discounting rates to multiple dwelling
units, lifting of anti-trafficking restrictions, cable-telephone cross ownership
provisions, pole attachment rate formulas, rate uniformity, program access,
scrambling and censoring of Public, Educational and Governmental and leased
access channels.

Self-Insurance

The Partnership began self-insuring for aerial and underground plant in 1996.
Beginning in 1997, the Partnership began making quarterly contributions into an
insurance fund maintained by an affiliate which covers all Northland entities
and defrays a portion of any loss should the Partnership be faced with a
significant uninsured loss. To the extent the Partnership's losses exceed the
fund's balance, the Partnership absorbs any such loss. If the Partnership were
to sustain a material uninsured loss, such reserves could be insufficient to
fully fund such a loss. The capital cost of replacing such equipment and
physical plant, could have a material adverse effect on the Partnership, its
financial condition, prospects and debt service ability.

Amounts paid to the affiliate, which maintains the fund for the Partnership and
its affiliates, are expensed as incurred and are included in the statements of
operations. To the extent a loss has been incurred related to risks that are
self-insured, the Partnership records an expense and an associated liability for
the amount of the loss, net of any amounts to be drawn from the fund. For 1998
and 1997, respectively, the Partnership was charged $20,878 and $14,324 by the
fund. As of December 31, 1998, the fund had a balance of $249,617.

9. CABLE TELEVISION SYSTEM ACQUISITION:

On January 2, 1998, the Partnership purchased cable television systems located
in and around the communities of Allendale, Bamberg, Barnwell and Bennettsville,
all in the state of South Carolina. The purchase price of these systems was
$20,500,000. The systems are operated from four headends and serve 11,200
subscribers.

F-17
<PAGE> 99
The Partnership borrowed an additional $20,473,427 under an amended and restated
revolving credit and term loan agreement with its lender to finance the
acquisition of the South Carolina cable systems.

Pro Forma operating results of the Partnership for the years ended December 31,
1997, assuming the acquisition of Allendale, Bamberg, Barnwell and
Bennettsville, South Carolina systems had been completed as of the beginning of
1997 follows:

<TABLE>
<CAPTION>
1997
(unaudited)
------------
<S> <C>
Revenue .............................................. $ 14,320,695
============
Net loss ............................................. $ (1,140,110)
============
Net loss per limited partnership unit ................ (38)
============
</TABLE>

F-18
<PAGE> 100
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

<TABLE>
<CAPTION>
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS

Cash ................................................................... $ 1,435,757 $ 3,802,255
Accounts receivable .................................................... 618,451 655,976
Receivables from managed limited partnerships .......................... 441,579 711,106
Unsecured net advances to parent and affiliates ........................ 13,019,903 13,812,711
Other assets ........................................................... 351,952 286,429
Investment in cable television properties:
Property and equipment, net of accumulated depreciation of
$7,119,014 and $4,774,015, respectively ..................... 29,688,516 31,955,393
Franchise agreements, net of accumulated amortization of
$5,313,540 and $3,339,557, respectively ..................... 24,426,676 27,625,155
Other intangibles, net of accumulated amortization of
$1,258,067 and $799,420, respectively ....................... 2,418,117 2,869,567
Other property and equipment, net of accumulated depreciation
of $896,027 and $807,819, respectively ...................... 1,035,910 1,197,506
------------- -------------

Total assets ................................................ $ 73,436,861 $ 82,916,098
============= =============

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued expenses .................................. $ 2,089,664 $ 2,802,532
Subscriber prepayment .................................................. 612,723 564,758
Deposits ............................................................... 87,333 86,848
Notes payable .......................................................... 54,911,810 62,776,996
Deferred tax liabilities, net .......................................... 4,070,742 4,633,490
Accumulated deficit in managed limited partnerships .................... 533,704 529,342
------------- -------------

Total liabilities ........................................... 62,305,976 71,393,966
------------- -------------

Minority interest in consolidated subsidiary ........................... 272,886 --

Shareholder's equity:

Common stock and additional paid-in capital ...................... 995,164 995,164
Retained earnings ................................................ 9,862,835 10,526,968
------------- -------------

Total shareholder's equity .................................. 10,857,999 11,522,132
------------- -------------

Total liabilities and shareholder's equity .................. $ 73,436,861 $ 82,916,098
============= =============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THIS CONSOLIDATED BALANCE SHEET

F-19
<PAGE> 101
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
Management operations:

Management fee revenues ...................................... $ 1,588,627 $ 1,916,137
General and administrative expenses .......................... (646,345) (234,439)
Depreciation and amortization expense......................... (130,389) (114,522)
------------ ------------
Income from management operations ....................... 811,893 1,567,176
------------ ------------

Cable television operations:

Service revenues ............................................. 15,622,618 8,948,296
Expenses:
Operating ............................................... (1,321,929) (849,667)
General and administrative .............................. (2,828,312) (1,574,389)
Programming ............................................. (4,060,397) (2,231,406)
Depreciation and amortization ........................... (5,317,917) (3,084,103)
------------ ------------
Income from cable television operations ................. 2,094,063 1,208,731
------------ ------------
Income from operations .................................. 2,905,956 2,775,907
------------ ------------

Other income (expense):

Interest income .............................................. 60,828 20,201
Interest expense ............................................. (3,706,719) (2,201,527)
Minority interest in net loss of consolidated subsidiary ..... 73,796 --
Equity in net losses of managed limited partnerships ......... (4,362) (32,841)
Other expense ................................................ (489,999) (467,965)
------------ ------------
(4,066,456) (2,682,132)
------------ ------------

(Loss) income from operations before income taxes .................. (1,160,500) 93,775

Benefit (provision) in lieu of income taxes ........................ 496,366 (53,268)
------------ ------------

Net (loss) income ....................................... $ (664,134) $ 40,507
============ ============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THESE STATEMENTS

F-20
<PAGE> 102
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
Net (loss) income ................................................................ $ (664,134) $ 40,507
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization .............................................. 5,448,306 3,198,625
Amortization of loan fees .................................................. 148,353 80,025
Loss on sale of assets ..................................................... 344,357 191,570
Minority interest in net loss of consolidated subsidiary ................... (73,796) --
Equity in net losses of managed limited partnerships ....................... 4,362 32,841
Deferred income taxes ...................................................... (562,748) 24,909
(Increase) decrease in operating assets:
Receivables from managed limited partnerships ......................... 269,527 (28,412)
Accounts receivable ................................................... 37,525 (237,373)
Prepaid expenses ...................................................... (65,523) 49,260
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses ................................. (611,842) 205,114
Converter deposits .................................................... 485 10,516
Subscriber prepayments ................................................ 47,965 (53,590)
------------ ------------

Net cash from operating activities .................................... 4,322,837 3,513,992
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net .......................................... (2,051,456) (1,585,820)
Acquisition of cable systems ..................................................... -- (27,981,211)
Proceeds from disposition of cable system ........................................ 2,087,817 115,210
Increase in intangibles .......................................................... -- (28,660)
------------ ------------

Net cash from (used in) investing activities .......................... 36,361 (29,480,481)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Due from parent and affiliates ................................................... 792,808 183,103
Proceeds from notes payable ...................................................... 74,901 29,252,839
Principal payments on borrowings ................................................. (7,940,087) (2,523,980)
Loan fees and other costs incurred ............................................... -- (805,067)
Sale of minority interest ........................................................ 346,682 --
------------ ------------

Net cash (used in) from financing activities .......................... (6,725,696) 26,106,895
------------ ------------

(DECREASE) INCREASE IN CASH ...................................................... (2,366,498) 140,406
CASH, beginning of period ........................................................ 3,802,255 2,507,838
------------ ------------
CASH, end of period .............................................................. $ 1,435,757 $ 2,648,244
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for interest ................................... $ 3,789,429 $ 2,331,287
============ ============
</TABLE>

THE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF
THESE STATEMENTS

F-21
<PAGE> 103
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1) These unaudited financial statements are being filed in conformity with
Rule 10-01 of Regulation S-X regarding interim financial statement disclosure
and do not contain all of the necessary footnote disclosures required for a fair
presentation of the Balance Sheets, Statements of Operations and Statements of
Cash Flows in conformity with generally accepted accounting principles. However,
in the opinion of management, this data includes all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the Company's
financial position at September 30, 1999, its Statements of Operations for the
nine months ended September 30, 1999 and 1998, and its Statements of Cash Flows
for the nine months ended September 30, 1999 and 1998. Results of operations for
these periods are not necessarily indicative of results to be expected for the
full year.

The Company has not yet quantified the impacts of adopting Statement 133 on our
financial statements and have not determined the timing of or method of our
adoption of Statement 133. However, the Statement could increase volatility in
earnings and other comprehensive income.

(3) On June 3, 1998, a holder of an interest in limited partnership units in
Northland Cable Properties Five Limited Partnership, managed by the Company,
filed suit against the Company and certain other affiliates alleging breach of
fiduciary duty, violation of the Washington State Securities Act and the
Washington Consumer Protection Act as well as other breaches in connection with
the limited partners' sale of their undivided interests in the Partnership to
the Company. The plaintiff seeks damages of an unspecified amount. The Company
and other defendants believe the Plaintiff's claims are without merit and will
vigorously defend this lawsuit.

F-22

<PAGE> 104

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholder of
Northland Communications Corporation:

We have audited the accompanying consolidated balance sheets of Northland
Communications Corporation (a Washington corporation and a wholly owned
subsidiary of Northland Telecommunications Corporation) and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, changes in shareholder's equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
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 Northland Communications
Corporation and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

/s/ Arthur Andersen LLP

Seattle, Washington,
March 12, 1999

F-23
<PAGE> 105
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
ASSETS 1998 1997
------------ ------------
<S> <C> <C>
Cash ........................................................................... $ 3,802,255 $ 2,507,838

Accounts receivable ............................................................ 655,976 360,348

Receivables from managed limited partnerships .................................. 711,106 393,812

Unsecured net advances to parent and affiliates ................................ 13,812,711 14,068,937

Other assets ................................................................... 286,429 211,351

Investment in cable television properties:

Property and equipment, at cost ........................................... 36,729,408 20,061,238
Less -- Accumulated depreciation .......................................... (4,774,015) (2,261,424)
------------ ------------
31,955,393 17,799,814
Franchise agreements (net of accumulated amortization of $3,339,557
and $1,401,232, respectively) ....................................... 27,625,155 13,002,452
Other intangibles (net of accumulated amortization of $799,420 and
$347,229, respectively) ............................................. 2,869,567 1,542,964
------------ ------------

Total investment in cable television properties ..................... 62,450,115 32,345,230
------------ ------------

Other property and equipment ................................................... 2,005,325 1,464,918
Less -- Accumulated depreciation .......................................... (807,819) (728,210)
------------ ------------
1,197,506 736,708
------------ ------------
Total assets ........................................................ $ 82,916,098 $ 50,624,224
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities

Accounts payable and accrued liabilities .................................. $ 2,802,532 $ 1,303,012
Subscriber prepayments .................................................... 564,758 319,619
Deposits .................................................................. 86,848 57,683
Notes payable ............................................................. 62,776,996 31,669,757
Deferred tax liabilities, net ............................................. 4,633,490 4,704,368
Accumulated deficit in managed limited partnerships ....................... 529,342 626,183
------------ ------------

Total liabilities ................................................... 71,393,966 38,680,622
------------ ------------
Commitments and Contingencies (Note 8)
Shareholder's Equity:

Common stock, par value $.00625 per share; 4,000,000 shares authorized;
10,000 shares issued and outstanding and additional
paid-in capital ..................................................... 995,164 995,164
Retained Earnings ......................................................... 10,526,968 10,948,438
------------ ------------

Total shareholder's equity ..................................... 11,522,132 11,943,602
------------ ------------

Total liabilities and shareholder's equity ..................... $ 82,916,098 $ 50,624,224
============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
OF THESE CONSOLIDATED BALANCE SHEETS

F-24

<PAGE> 106
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of
Northland Telecommunications Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
MANAGEMENT OPERATIONS:

Management fee revenue .................................... $ 2,448,732 $ 2,171,668
General and administrative expenses, net of reimbursed
operating expenses ................................... (418,024) (267,003)
Depreciation and amortization expense ..................... (157,306) (124,614)
------------ ------------

Income from management operations .................... 1,873,402 1,780,051
------------ ------------

CABLE TELEVISION OPERATIONS:

Service revenues .......................................... 14,251,510 9,865,545
Expenses, including reimbursements to affiliates-
Operating ............................................ (1,298,849) (1,167,475)
General and administrative ........................... (2,652,513) (2,037,083)
Programming .......................................... (3,512,251) (2,202,116)
Depreciation and amortization ........................ (4,912,411) (3,275,686)
------------ ------------

Income from cable television operations ......... 1,875,486 1,183,185
------------ ------------

Income from operations .......................... 3,748,888 2,963,236
------------ ------------

OTHER INCOME (EXPENSE):

Interest income ........................................... 49,437 34,014
Interest expense .......................................... (3,564,766) (2,555,084)
Equity in net losses of managed limited partnerships ...... (49,916) (28,439)
Other ..................................................... (315,527) (12,751)
------------ ------------
(3,880,772) (2,562,260)
------------ ------------

(Loss) income before income taxes ............... (131,884) 400,976

BENEFIT (PROVISION) IN LIEU OF INCOME TAXES ..................... 42,519 (412,269)
------------ ------------

NET LOSS ........................................................ $ (89,365) $ (11,293)
============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS

F-25
<PAGE> 107
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of
Northland Telecommunications Corporation)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
Common Stock and
Additional Paid-In
Capital
----------------------------
Number of Retained
Shares Amount Earnings Total
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, at December 31, 1996....................... 10,000 $995,164 $10,959,731 $11,954,895

Net loss...................................... -- -- (11,293) (11,293)
--------- -------- ----------- -----------
BALANCE, at December 31, 1997....................... 10,000 995,164 10,948,438 11,943,602

Non-cash dividend to Parent................... -- -- (332,105) (332,105)

Net loss...................................... -- -- (89,365) (89,365)
--------- -------- ----------- -----------
BALANCE, at December 31, 1998....................... 10,000 $995,164 $10,526,968 $11,522,132
========= ======== =========== ===========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS

F-26
<PAGE> 108
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997
------------ ------------
<S> <C> <C>
Net loss ............................................................................ $ (89,365) $ (11,293)
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization .................................................. 5,069,717 3,400,300
Amortization of loan fees ...................................................... 129,477 68,902
Loss on sale of property ....................................................... 211,383 --
Equity in net losses of managed limited partnerships ........................... 49,916 28,439
Deferred income taxes .......................................................... (70,878) 20,799
Decrease (increase) in operating assets:

Receivables from managed limited partnerships ............................ (317,294) 1,076,057
Accounts receivable ...................................................... (295,628) (332,321)
Other assets ............................................................. 68,969 (83,997)
Increases in operating liabilities:

Accounts payable and accrued expenses .................................... 1,368,840 1,090,955
Subscriber prepayments ................................................... 66,324 275,473
Deposits ................................................................. 13,341 52,118
------------ ------------

Net cash provided by operating activities ........................... 6,204,802 5,585,432
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of cable television system ......................................... (27,981,211) (26,001,594)
Purchases of property and equipment ............................................ (3,071,073) (1,675,186)
Increase in other intangibles .................................................. (72,087) (49,188)
Proceeds from sale of property ................................................. 115,210 --
------------ ------------

Net cash used in investing activities ............................... (31,009,161) (27,725,968)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Unsecured net advances to parent and affiliates ................................ $ 256,226 $ 34,223
Proceeds from notes payable .................................................... 29,252,839 28,300,000
Principal payments on notes payable ............................................ (2,605,222) (3,359,897)
Loan fees ...................................................................... (805,067) (745,212)
------------ ------------

Net cash provided by financing activities ........................... 26,098,776 24,229,114
------------ ------------

INCREASE IN CASH .................................................................... 1,294,417 2,088,578

CASH, beginning of year ............................................................. 2,507,838 419,260
------------ ------------

CASH, end of year ................................................................... $ 3,802,255 $ 2,507,838
============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for -

Interest ....................................................................... $ 3,582,004 $ 2,193,698
============ ============
State income taxes ............................................................. $ 27,017 $ 3,433
============ ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS

F-27
<PAGE> 109
NORTHLAND COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(A wholly owned subsidiary of Northland Telecommunications Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

Formation and Business

Northland Communications Corporation (NCC), a Washington corporation, is the
managing general partner of four limited partnerships which own and operate
cable television systems throughout the western United States, Texas,
Mississippi, South Carolina, North Carolina, Alabama and Georgia. Northland
Cable Properties, Inc. (NCP, Inc.), a Washington corporation, is a wholly owned
subsidiary of NCC and was formed in 1995 to own and operate cable television
systems. Northland Cable Ventures, LLC (NCV), a Washington Limited Liability
Company, was formed in 1998 to own and operate cable television systems. NCV is
a wholly owned subsidiary of NCP, Inc. In September 1998, NCV acquired cable
television systems serving the communities and surrounding areas of Gun Barrel
City, Malakoff, Lamesa, Corsicana, Kerens and Rice, Texas, as well as Forest
City, Harris and Gilkey, North Carolina. Together, NCP, Inc. and NCV have 73
nonexclusive franchises to operate cable television systems which expire at
various dates through 2014. NCC, NCP, Inc. and NCV are collectively referred to
as the Company.

The Company and its affiliates, Northland Cable Television, Inc. and subsidiary
(NCTV); Northland Cable Services Corporation and subsidiary (NCSC); and
Northland Media, Inc. and subsidiaries (NMI) are wholly owned subsidiaries of
Northland Telecommunications Corporation (NTC). NCTV was formed to own and
operate cable television systems. Northland Cable News, Inc. (NCN) was formed to
develop and distribute programming to affiliated entities and is a wholly owned
subsidiary of NCTV. NCSC is the parent company of Cable Ad-Concepts, Inc. (CAC)
and provides billing support services to cable systems owned and managed by
limited partnerships and wholly owned systems of the Company and NCTV. CAC
assists markets in the development of local advertising as well as billing for
video commercial advertisements to be cablecast on affiliated cable systems. NMI
was formed as a holding company to own certain noncable-related assets.

Summary of Significant Accounting Policies:

Principles of Consolidation -- The consolidated financial statements of the
Company include the accounts of NCC, NCP, Inc. and NCV. Significant intercompany
accounts and transactions have been eliminated.

Acquisition of Cable Television Systems -- Cable television system acquisitions
are accounted for as purchase transactions and their cost is allocated as
follows: first, to the estimated fair market value of net tangible assets; then,
to the franchise and other determinable intangible costs; and then, any excess
is allocated to goodwill.

Property and Equipment

Property and equipment is stated at historical cost and consists primarily of
distribution plant. Replacements, renewals and improvements are capitalized.
Maintenance and repairs are charged to expense as incurred. Depreciation of
property and equipment is provided using the straight-line method over the
following estimated service lives:

<TABLE>
<S> <C>
Buildings 20 years
Distribution plant 10 years
Other equipment 5-10 years
</TABLE>

F-28
<PAGE> 110
The Company periodically reviews the carrying value of its long-lived assets,
including property, equipment and intangible assets, whenever events or changes
in circumstances indicate that the carrying value may not be recoverable. To the
extent the estimated future cash inflows attributable to the asset, less
estimated future cash outflows, is less than the carrying amount, an impairment
loss would be recognized.

Intangible Assets -- Costs assigned to franchise agreements and other intangible
assets are amortized using the straight-line method over the following estimated
useful lives.

<TABLE>
<S> <C>
Franchise agreements 7-15 years
other intangible assets 1-8 years
</TABLE>

Revenue Recognition -- Cable television service revenue is recognized in the
month service is provided to customers. Advance payments on cable services to be
rendered are recorded as subscriber prepayments. Revenues resulting from the
sale of local spot advertising revenues are recognized when the related
advertisements or commercials appear before the public. Local spot advertising
revenues earned were $607,620 and $427,264 in 1998 and 1997, respectively.

Derivatives

The Company has only limited involvement with derivative financial instruments
and does not use them for trading purposes. They are used to manage well-defined
interest rate risks. As discussed in Note 5, the Company enters into interest
rate swap agreements with its bank typically in which the Company pays a fixed
rate and receives a floating rate with the interest payments being calculated on
a notional amount. Gains or losses associated with changes in fair values of
these swaps and the underlying notional principal amounts are deferred and
recognized against interest expense over the term of the agreements in the
Company's consolidated statements of operations.

The Company is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments but does not expect any
counterparties to fail to meet their obligations. Notional amounts do not
represent amounts exchanged by the parties and, thus, are not a measure of
exposure to the Company through its use of derivatives. The exposure in a
derivative contract is the net difference between what each party is required to
pay based on the contractual terms against the notional amount of the contract,
which in the Company's cases are interest rates. The use of derivatives does not
have a significant effect on the Company's result of operations or its financial
position.

Recently Issued Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 130 - In 1998, the
Company adopted SFAS No. 130, "Reporting Comprehensive Income." This statement
establishes rules for the reporting of comprehensive income and its components.
Comprehensive income (loss) consists of net income (loss), foreign currency
translation adjustments and unrealized gains on investment securities
available-for-sale. As of December 31, 1998, the Company had no comprehensive
income to report, therefore the adoption of SFAS No. 130 had no impact on
equity.

Statement of Position 98-5 - In April 1998, the AICPA released Statement of
Position 98-5, "Reporting on Start-Up Activities" (SOP 98-5). The new standard
requires that all entities expense costs of start-up activities as those costs
are incurred. SOP 98-5 defines "start-up costs" as those costs directly related
to pre-opening and organization activities. This standard must be adopted in
fiscal years beginning after December 15, 1998.

The Company previously capitalized certain pre-opening costs and amortized such
costs over a five-year period. As of December 31, 1998, all pre-opening costs
have been amortized. As a result, the adoption of SOP 98-5 will not have an
effect on the Company's financial position or results of operations.

F-29
<PAGE> 111
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the statement of
operations, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.

The Company has not yet quantified the impacts of adopting SFAS No. 133 on the
financial statements and has not determined the timing of or method of adoption
of SFAS No. 133. However, the statement could increase volatility in earnings
and other comprehensive income.

Reclassifications

Certain reclassifications have been made to conform prior year amounts to the
current year's presentation.

Estimates Used in Financial Statement Presentation

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

2. TRANSACTIONS WITH MANAGED LIMITED PARTNERSHIPS AND OTHER RELATED PARTIES:

Management Fees

NCC receives a fee for managing the limited partnerships of 5% to 6% of the
partnerships' gross revenues, excluding revenues from the sale of cable
television systems or franchises.

Reimbursed Operating Expenses

NCC provides or causes to be provided certain centralized services to managed
limited partnerships and other affiliated entities. NCC is entitled to
reimbursement for various expenses incurred by it or its affiliates on behalf of
the managed limited partnerships and other affiliates, including travel
expenses, pole and site rental, lease payments, legal expenses, billing
expenses, insurance, governmental fees and licenses, headquarters supplies and
expenses, pay television expenses, equipment and vehicle charges, operating
salaries and expenses, administrative salaries and expenses, postage and office
maintenance.

The amounts billed to the managed limited partnerships and other affiliates are
based on costs incurred by affiliates in rendering the services. The costs of
certain services are charged directly to the managed limited partnership and
other affiliates, based upon the personnel time spent by the employees rendering
the service. The cost of other services is allocated to the managed limited
partnership and other affiliates based upon relative size and revenue.
Management believes that the methods used to allocate services to the managed
limited partnership and other affiliates are reasonable. Amounts charged to the
managed limited partnership and other affiliates by the Company for these
services were $5,383,491 and $4,721,678 for the years ended December 31, 1998
and 1997, respectively.

F-30
<PAGE> 112
Accumulated Deficit in Managed Limited Partnerships

NCC is a general partner in limited partnerships that own and operate cable
television systems. All items of income, loss, deduction and credit are
allocated 99% to the limited partners and 1% to NCC, as general partner, until
the limited partners have received aggregate cash distributions in an amount
equal to their aggregate capital contributions (plus, in some cases, a preferred
return). Thereafter, general partners receive 25% (20% at two partnerships) and
the limited partners are allocated 75% (80% at two partnerships) of partnership
income, losses and distributions.

Prior to the general partners' receiving cash distributions from operations for
any year, the limited partners must receive cash distributions in an amount
equal to at least 50% of the limited partners' allocable share of taxable net
income for such year. In the case of certain partnerships, the limitation is the
lesser of (i) 50% of the limited partners' allocable share of net income for
such year or (ii) the federal income tax payable on the limited partners`
allocable share of net income on the then highest marginal federal income tax
rate applicable to such net income. Any distribution other than from cash flow,
such as from the sale or refinancing of a system or upon dissolution of the
partnership, will be determined according to the partnership agreements.

Upon a majority vote of the limited partners, the assets of the partnerships may
be sold to NCC. The price to be paid will be based upon an independent
appraisal. NCC is not obligated to purchase the interests offered.

Other Services

Affiliates of NCC charge fees to certain affiliated entities and managed limited
partnerships for providing program production, advertising and billing support
services.

Receivables from Managed Limited Partnerships

<TABLE>
<CAPTION>
December 31,
----------------------------
1998 1997
---------- ----------
<S> <C> <C>
Northland Cable Properties Five ........... $ 36,765 $ 61,074
Northland Cable Properties Six ............ 110,684 107,768
Northland Cable Properties Seven .......... 210,387 19,694
Northland Cable Properties Eight .......... 81,833 27,972
Northland Premier Cable ................... 271,437 177,304
---------- ----------
$ 711,106 $ 393,812
========== ==========
</TABLE>

3. PROPERTY AND EQUIPMENT:

Investment in cable television properties include the following:

<TABLE>
<CAPTION>
December 31,
---------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Land and buildings ................... $ 834,570 $ 255,000
Distribution plant ................... 33,666,697 19,047,311
Other equipment ...................... 1,330,684 574,249
Construction in progress ............. 897,457 184,678
------------ ------------
$ 36,729,408 $ 20,061,238
============ ============
</TABLE>

F-31
<PAGE> 113
Other property and equipment includes the following:

<TABLE>
<CAPTION>
December 31,
------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Office furniture ....................... $1,319,940 $1,196,293
Other .................................. 254,933 185,376
Construction in progress ............... 430,452 83,249
---------- ----------
$2,005,325 $1,464,918
========== ==========
</TABLE>

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

<TABLE>
<CAPTION>
December 31,
------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Accounts payable ......................... $ 850,229 $ 243,456
Accrued liabilities ...................... 240,856 81,177
Programmer license fees .................. 465,676 208,880
Franchise fees ........................... 383,425 150,348
Interest payable ......................... 344,813 362,051
Taxes .................................... 195,543 81,193
Payroll .................................. 96,135 51,781
Pole rent ................................ 93,738 28,256
Other .................................... 132,117 95,870
---------- ----------
$2,802,532 $1,303,012
========== ==========
</TABLE>

5. NOTES PAYABLE:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revolving credit and term loan agreement amended and restated on September 1, 1998, collateralized
by a first lien position on all present and future assets of NCP, Inc. and NCV. Interest rates
vary based on certain financial covenants; currently 8.59%. Graduated principal payments due
quarterly until maturity on June 30, 2006. NCP, Inc. and NCV have a revolving credit facility
with its creditor allowing for borrowings not to exceed $10,000,000. At December 31, 1998, NCP,
Inc. and NCV had $6,350,000 outstanding on their revolving credit facility. The first pay down
of the revolving credit facility begins March 31, 2001....................................... $56,350,000 $27,700,000
Notes payable to the limited partners of the partnerships purchased by NCP, Inc. and NCV that were
assumed by NCC on behalf of NCP, Inc. and NCV. Interest is 6%. Principal payments and interest
are due in 1999 and 2000..................................................................... 6,335,184 3,936,925
Other............................................................................................. 91,812 32,832
----------- -----------
$62,776,996 $31,669,757
=========== ===========
</TABLE>

Annual maturities of notes payable for periods ending after December 31, 1998,
are as follows:

<TABLE>
<S> <C>
1999 $ 6,043,996
2000 5,768,755
2001 5,073,941
2002 6,262,404
2003 8,513,448
Thereafter 31,114,452
-----------
$62,776,996
===========
</TABLE>

Under the revolving credit and term loan agreement, NCP, Inc. consolidated with
NCV, has agreed to restrictive covenants which require the maintenance of
certain ratios, including a Maximum Leverage Ratio of 5.75 to 1, Minimum
Interest Coverage Ratio of 2.0 to 1, and a restriction on the level of capital
expenditures, among other restrictions. NCP, Inc. submits quarterly debt
compliance reports to its creditor under this agreement. As of December 31,
1998, NCP, Inc. was in compliance with the terms of the loan agreement.

F-32
<PAGE> 114
NCP, Inc. and NCV have entered into interest swap rate swap agreements to reduce
the impact of changes in interest rates. Interest rate swap transactions
generally involve the exchange of fixed and floating interest payment
obligations without exchange of underlying principal amounts. At December 31,
1998, the Company had outstanding three interest rate swap agreements with its
bank, having a notional principal amount of $55,700,000. These agreements
effectively change the Company's interest rate exposure to fixed rate of 5.72%
(weighted average), plus an applicable margin based on certain financial
covenants (the margin at December 31, 1998 was 2.875%).

<TABLE>
<CAPTION>
Maturity Date Fixed Rate Notional Amount
------------- ---------- ---------------
<S> <C> <C>
September 8, 2000 5.4% $31,000,000
February 8, 1999 6.015% $12,700,000
August 14, 2000 6.22% $12,000,000
</TABLE>

At December 31, 1998, the Company would have been required to pay approximately
$411,620 to settle these agreements based on fair value estimate received from
the financial institution.

6. STOCK-BASED COMPENSATION:

In 1990, NTC established a nonqualified stock option plan for certain key
executives of NCC. Under the terms of this plan, 75,000 options were available
to be granted which vest in incremental amounts over specified time periods and
are exercisable through March 31, 1999. The exercise price of each option is
$2.50. Since the establishment of the plan, 71,000 options have vested and were
exercised. At December 31, 1998, no options were exercisable. During 1998 and
1997, options were exercised for 3,000 and 2,000 shares, respectively.

In 1995, NTC established a regional managers stock bonus plan. Under the terms
of this plan, up to 10,000 shares can be awarded at the discretion of the
president as bonus compensation to certain regional managers through December
31, 2003. During 1998 and 1997, 3,000 and 2,500, respectively, shares were
awarded. Also, in December of 1997, 6,000 shares were awarded to certain
executives of NTC. These awards, made at the discretion of the President, were
not associated with any plan.

In 1995, NTC established an executive/managers nonqualified stock option plan.
Under the terms of this plan, up to 40,000 options are available to certain
employees at the discretion of the president through January 1, 2005. The
exercise price of each option is $2.50. At December 31, 1998, no options were
exercisable. During 1998 and 1997, 6,000 and 5,000 options, respectively, were
awarded and exercised.

In 1995, NTC established a senior executive nonqualified stock bonus plan. Under
the terms of this plan, up to 105,000 shares could be awarded through June 30,
1998. The shares were awarded annually at the discretion of the president based
on aggregate revenues of NTC and its affiliates. During 1998 and 1997, 19,845
and 27,299 shares, respectively, were awarded.

NCC accounts for its stock-based compensation plans under Accounting Principles
Board Opinion No. 25. Total compensation cost recognized was $117,975 and
$154,890 in 1998 and 1997, respectively. Had compensation cost for these plans
been determined consistent with Statement of Financial Accounting Standards
(SFAS) No. 123, NCC's net income would not have been materially different.

7. INCOME TAXES:

The operations of the Company and its affiliates are included in a consolidated
federal income tax return filed by NTC. For financial reporting purposes, the
benefit (provision) in lieu of income taxes is computed as if the Company filed
a separate federal income tax return.

F-33
<PAGE> 115
Deferred income taxes primarily relate to differences in computing the equity in
net income or losses of managed limited partnerships and in computing
depreciation and amortization as reported for financial reporting and income tax
purposes.

Deferred income taxes are determined on the asset and liability method in
accordance with SFAS No. 109, "Accounting for Income Taxes." The asset and
liability method requires the recognition of deferred income taxes for the
expected future tax consequences of temporary differences between the financial
statement and the tax bases of assets and liabilities.

The primary components of net deferred tax liabilities, as of December 31, are
as follows:

<TABLE>
<CAPTION>
December 31,
------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Deferred tax assets:

Net operating loss carryforward ......................... $3,228,502 $ 765,927
---------- ----------
Deferred tax liabilities:

Property and equipment .................................. 1,170,364 494,987
Accumulated deficit in managed limited partnerships ..... 6,691,628 4,975,308
---------- ----------
7,861,992 5,470,295
---------- ----------
Net deferred tax liabilities ............ $4,633,490 $4,704,368
========== ==========
</TABLE>

The federal income tax net operating loss carryforward of approximately
$8,970,000 expires beginning in the years 2012 through 2018.

8. COMMITMENTS AND CONTINGENCIES:

Lease Arrangements

The Company rents office space, certain tower sites and pole attachments under
agreements accounted for as operating leases. Rental expense (including
month-to-month leases) was approximately $855,358 and $711,023 in 1998 and 1997,
respectively, before reimbursements from managed limited partnerships and
affiliates. Future minimum lease payments for noncancelable leases are as
follows:

<TABLE>
<S> <C>
1999 $ 597,707
2000 609,704
2001 623,356
2002 612,621
2003 41,281
Thereafter 122,605
----------
$2,607,274
==========
</TABLE>

Self-Insurance

The Company began self-insuring for aerial and underground plant in 1996.
Beginning in 1997, the Company began making quarterly contributions into an
insurance fund maintained by NTC which covers all Northland entities and would
defray a portion of any loss. Should the Company's losses exceed the fund's
balance, the Company would absorb any such loss. If the Company were to sustain
a material uninsured loss, such reserves could be insufficient to fully fund
such a loss. The capital cost of replacing such equipment and physical plant,
could have a material adverse effect on the Company, its financial condition,
prospects and debt service ability.

Amounts paid to NTC, which maintains the fund for the Company and its
affiliates, are expensed as incurred and are included in the consolidated
statements of operations. To the extent a loss has been incurred related to
risks that are self-insured, the Company records an expense and an associated
liability for the amount of the loss, net of any amounts to be drawn from the
fund. For the year ended December 31, 1998 and 1997, the Company was charged
$20,221 and $15,839 by the fund, respectively. As of December 31, 1998, the fund
had a balance of $249,617.

F-34
<PAGE> 116
Effects of Regulation

On February 8, 1996, the Telecommunications Act of 1996 (the 1996 Act) was
enacted. The 1996 Act dramatically changed federal telecommunications laws and
the future competitiveness of the industry. Many of the changes called for by
the 1996 Act will not take effect until the Federal Communications Commission
(FCC) issues new regulations which, in some cases, may not be completed for a
few years. Because of this, the full impact of the 1996 Act on the Company's
operations cannot be determined at this time. A summary of the provisions
affecting the cable television industry, more specifically those affecting the
Company's operations, follows.

Cable Programming Service Tier Regulation -- FCC regulation of rates for cable
programming service tiers has been eliminated for small cable systems owned by
small companies. Small cable systems are those having 50,000 or fewer
subscribers which are owned by companies with fewer than 1% of national cable
subscribers (approximately 600,000) and more than $250 million in annual
revenue. The Company qualifies as a small cable company and all of the Company's
cable systems qualify as small cable systems. Basic tier rates remain subject to
regulations by the local franchising authority under most circumstances until
effective competition exists. The 1996 Act expands the definition of effective
competition to include the offering of video programming services directly to
subscribers in a franchised area served by a local telephone exchange carrier,
its affiliates or any multichannel video programming distributor which uses the
facilities of the local exchange carrier. The FCC has not yet determined the
penetration criteria that will trigger the presence of effective competition
under these circumstances.

Telephone Companies -- The 1996 Act allows telephone companies to offer video
programming services directly to customers in their service areas immediately
upon enactment. They may provide video programming as a cable operator fully
subject to any provision of the 1996 Act; or as a radio-based multichannel
programming distributor not subject to any provisions of the 1996 Act; or
through nonfranchised "open video systems" offering nondiscriminatory capacity
to unaffiliated programmers, subject to select provisions of the 1996 Act.
Although management's opinion is that the probability of competition from
telephone companies in rural areas is unlikely in the near future, there are no
assurances that such competition will not materialize.

The 1996 Act encompasses many other aspects of providing cable television
service including prices for equipment, discounting rates to multiple dwelling
units, lifting of antitrafficking restrictions, cable-telephone cross ownership
provisions, pole attachment rate formulas, rate uniformity, program access,
scrambling and censoring of Public, Educational and Governmental and leased
access channels.

Pending Litigation

On June 3, 1998, a holder of an interest in limited partnership units, managed
by the Company, filed suit against the Company and certain other affiliates
alleging breach of fiduciary duty, violation of the Washington State Securities
Act and the Washington Consumer Protection Acts as well as other breaches in
connection with the limited partners' sale of their undivided interests in the
Partnership to the Company. The plaintiff seeks damages of an unspecified
amount. The defendants are pursuing counter claims against the plaintiff. The
Company and other defendants believe the Plaintiff's claim is without merit and
will vigorously defend this lawsuit.

Contingencies and Guarantees

As general partner, the Company is liable for partnership losses in excess of
amounts invested by the limited partners. The Company is also contingently
liable for the obligations of the limited partnerships, which were approximately
$93,748,000 as of December 31, 1998.

F-35
<PAGE> 117
9. UNSECURED NET ADVANCES TO PARENT AND AFFILIATES:

<TABLE>
<CAPTION>
December 31,
--------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Northland Cable Services Corp. ............... $ 391,919 $ 484,402
Northland Telecommunications Corporation ..... 13,240,407 13,319,534
Northland Cable Television, Inc. ............. 134,023 252,326
Northland Media, Inc. ........................ 46,362 12,675
----------- -----------
$13,812,711 $14,068,937
=========== ===========
</TABLE>

The Company had previously advanced amounts to NCTV to meet working capital and
debt service requirements. During 1997, NTC made a non-cash capital contribution
to NCTV equal to the amount of NCTV's net unsecured advances outstanding at the
time. As a result of this transaction NTC assumed NCTV's previous obligation to
NCC. Under the terms of an intercompany borrowing arrangement, the Company's
parent and its affiliates have mutually agreed to repay all outstanding advances
by December 31, 2002.

10. ACQUISITION OF CABLE TELEVISION SYSTEM:

On January 31, 1997, NCP, Inc. acquired substantially all of the operating
assets and franchise rights of a partnership managed by NCC. The purchase price
was primarily based upon an independent appraisal performed pursuant to the
terms of the partnership agreement. The purchase price was $31,918,095, of which
$24,807,934 was paid in cash on the closing date and $2,509,132 was contributed
in kind. The balance of $4,601,029 at closing, represented an unsecured,
subordinated promissory note whose obligation has been assumed by NCC and will
be payable, subject to adjustments for unknown liabilities existing as of the
closing date, in two equal annual installments beginning January 1998, with
interest at 6%. The acquisition was financed by borrowings of $28,300,000 under
a newly established revolving credit and term-loan facility.

On September 1, 1998, NCV acquired substantially all of the operating assets and
franchise rights of a partnership managed by NCC. The purchase price was based
upon an independent appraisal performed pursuant to the terms of the partnership
agreement. The purchase price was $35,000,000, of which $28,066,379 was paid in
cash on the closing date and $2,706,220 was contributed in kind. The balance of
$4,227,401 at closing, represented an unsecured, subordinated promissory note
whose obligation has been assumed by NCC and will be payable, subject to
adjustments for unknown liabilities existing as of the closing date, in two
equal annual installments beginning September 1999, with interest at 6%. The
acquisition was financed through borrowings under the amended and restated
revolving credit and term loan facility.

Approximate pro forma consolidated operating results of the Company for the
years ended December 31, 1998 and 1997, assuming the acquisition described above
had been made at the beginning of 1997, follow:

<TABLE>
<CAPTION>
For the years ended
December 31,
-----------------------------------
1998 1997
------------ ------------
<S> <C> <C>
(unaudited) (unaudited)

Management fee and service revenues ..... $ 22,830,000 $ 21,470,000
============ ============
Net loss ................................ $ (4,440,000) $ (4,240,000)
============ ============
</TABLE>

F-36
<PAGE> 118
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
FN Equities Joint Venture
(A California Limited Partnership)
Torrance, California

We have audited the balance sheet of FN Equities Joint Venture (a California
limited partnership) as of September 30, 1999. This financial statement is the
responsibility of the Joint Venture's management. Our responsibility is to
express an opinion on this financial statement based on our audit. We did not
audit the financial statements of the two Northland Cable Properties Limited
Partnerships, the investments in which, as discussed in Note 2 to the financial
statement, are accounted for by the equity method of accounting. Those financial
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for the two
Northland Cable Properties Limited Partnerships, is based solely on the reports
of the other auditors.

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

In our opinion, based on our audit and the reports of other auditors, the
balance sheet referred to above presents fairly, in all material respects, the
financial position of FN Equities Joint Venture as of September 30, 1999 in
conformity with generally accepted accounting principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
October 13, 1999

F-37
<PAGE> 119
FN EQUITIES JOINT VENTURE
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEET
SEPTEMBER 30, 1999

================================================================================

<TABLE>
<S> <C>
ASSETS

CURRENT ASSETS

Cash $ 200
Receivable from trust 128,000
Prepaid taxes 152
Due from partners 3,080
----------

TOTAL CURRENT ASSETS $ 131,432
==========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

Due to partner $ 10,465
----------

Total liabilities 10,465

PARTNERS' CAPITAL 120,967
----------

TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 131,432
==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.

F-38
<PAGE> 120
NOTE 1 - ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business Activity

FN Equities Joint Venture (the "Joint Venture"), a California limited
partnership, was formed on November 12, 1984. The Joint Venture was formed
to serve as the Administrative General Partner of certain limited
partnerships, as described in Note 3, involved in the acquisition,
construction, operation, sale, or other disposition of cable television
systems and to provide administrative services to certain other limited
partnerships.

Contributed Capital and Income Allocation

The three partners in the Joint Venture are John Simmers ("Simmers"); FN
Equities, Inc., a California corporation ("FN"); and FN Network Partners,
Ltd., a California limited partnership ("NPL"). The Joint Venture is
operated in accordance with the Amended and Restated Joint Venture
Agreement dated March 15, 1989 (the "Joint Venture Agreement").

The initial capital contributions of each of the partners were as follows:
Simmers - no initial capital contribution, FN - $100, NPL - $100,000. The
Joint Venture Agreement provides that all additional capital contributions
shall be made by NPL, but no additional capital contributions shall be
required, nor shall any partner be entitled to a return of any of his/her
capital contribution without the agreement of all the partners.

As defined in the Joint Venture Agreement, net income and net losses of
the Joint Venture shall be allocated among the partners in the following
proportions: 10% to Simmers and 90% to NPL.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in Limited Partnerships

Investments in limited partnerships are carried on the equity method
whereby the Joint Venture records the investments at cost and, on an
ongoing basis, the investments are adjusted to reflect the Joint Venture's
share of the income or loss of the limited partnerships and additional
contributions to or withdrawals from the portfolio entities.

Income Taxes

Income taxes are the responsibility of the Joint Venture's individual
partners. Accordingly, no income taxes have been provided for in this
financial statement.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires 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. Actual results could differ from those estimates.

Partnership in Liquidation

At September 30, 1999, the Joint Venture was a beneficiary of the NCP-Five
Liquidating Trust (the "Trust").

At September 30, 1999, the Joint Venture valued the investment in the
Trust at $128,000 based on its liquidation value of $128,000, plus
interest at 6% per annum scheduled to be paid in September 2000. The Trust
was formed in 1998 to administer the distribution of proceeds from
Northland Cable Properties Five Limited Partnership ("NCP5"), which was
terminated when substantially all the assets of NCP5 were sold to an
affiliate of Northland Communications Corporation ("NCC"), Northland Cable
Properties, Inc. The assets were purchased for cash and a subordinated
note payable to NCP5 for approximately $4,378,000 with payments due on
September 1, 1999 and September 1, 2000, subject to unknown liabilities at
the closing date. This note has been assumed by NCC.

F-39
<PAGE> 121
The first of two principal plus interest installments was received by the
Trust from NCC on September 15, 1999, and the Trust distributed to the
Joint Venture its share of the installment in the amount of $135,756, plus
accrued interest at 6% per annum for a total of $143,901. The Joint
Venture's share of the second and final installment from NCC to the Trust
is $128,000, plus accrued interest from September 15, 1999. When the
second and final installment from NCC to the Trust is received and
distributed by the Trust to the Joint Venture and the other parties due
funds, the Trust will be terminated.

Active Partnerships

At September 30, 1999, the Joint Venture was the Administrative General
Partner of the following partnerships (the "Northland Partnerships"):

Northland Cable Properties Six Limited Partnership ("NCP6")
Northland Cable Properties Seven Limited Partnership ("NCP7")

Each Northland Partnership is operated under separate partnership
agreements which are similar to each other, but not identical. In general,
items of income and loss are allocated 99% to the limited partners and 1%
to the general partners (not including the Administrative General Partner)
until the limited partners receive aggregate cash distributions in an
amount equal to their aggregate capital contributions, after which time
the general partners (including the Managing General Partner, NCC, and the
Administrative General Partner) are allocated 25%, and the limited
partners are allocated 75% of partnership income, loss, and distributions.
As of September 30, 1999, the limited partners of NCP6 and NCP7 had not
received aggregate cash distributions in an amount equal to their
aggregate capital contributions. Accordingly, the Joint Venture had no
investment interest in the underlying partnerships.

Northland Communications Corporation is the Managing General Partner of
each of the Northland Partnerships. The Northland Partnerships were formed
to acquire, develop, and operate cable television systems. Each Northland
Partnership owns non-exclusive franchises to operate cable systems as
follows:

<TABLE>
<CAPTION>
Number of Franchise Area -
Franchises Various Towns In Expiration Date
---------- ---------------- ---------------
<S> <C> <C> <C>
NCP6 38 Mississippi, North Carolina, and Various through 2017
South Carolina

NCP7 26 Texas, Washington, and Georgia Various through 2024
</TABLE>

Summarized financial information of the Northland Partnerships as of
September 30, 1999 was as follows:

<TABLE>
<CAPTION>
Unaudited
--------------------------------
NCP6 NCP7
----------- -----------
<S> <C> <C>
Assets

Cash $ 706,907 $ 1,476,227
Other assets 832,306 586,787
Property and equipment, net 14,090,676 14,284,696
Intangible assets, net 17,342,080 18,076,588
----------- -----------

TOTAL ASSETS $32,971,969 $34,424,298
=========== ===========
</TABLE>

<TABLE>
<CAPTION>
Unaudited
--------------------------------
NCP6 NCP7
----------- -----------
<S> <C> <C>
Liabilities

Notes payable $31,372,848 $41,217,445
Other liabilities 1,876,723 2,659,884
----------- -----------

Total liabilities 33,249,571 43,877,329
----------- -----------
</TABLE>

F-40
<PAGE> 122
<TABLE>
<S> <C> <C>
Partners' deficit

General (129,831) (306,999)
Limited (147,771) (9,146,032)
----------- -----------

Total partners' deficit (277,602) (9,453,031)
----------- -----------

TOTAL LIABILITIES AND PARTNERS' DEFICIT $32,971,969 $34,424,298
=========== ===========
</TABLE>

NOTE 4 - PENDING LITIGATION

On June 3, 1998, a limited partner in NCP5 filed suit regarding the
purchase price paid for NCP5's partnership assets, claiming that the
purchase price was insufficient. Management, after consultation with its
legal counsel, believes that there exists a high probability that the
claim will not hold in court and consequently that NCP5 will prevail. In
management's opinion, the $128,000 payment due to the Joint Venture as a
result of the partnership liquidation is deemed fully collectible.

F-41
<PAGE> 123
EXHIBIT A

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED
PARTNERSHIP OF NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

This Amendment to Amended and Restated Certificate and Agreement of
Limited Partnership (the "Amendment") of Northland Cable Properties Six Limited
Partnership, a Washington limited partnership ("NCP-Six"), is entered into by
and between Northland Communications Corporation, a Washington corporation
("Northland"), FN Equities Joint Venture, a California joint venture ("FNEJV"),
and a majority in interest of all of the limited partners of NCP-Six. The
parties agree as follows:

1. Amendment. The Amended and Restated Certificate and Agreement of
Limited Partnership of Northland Cable Properties Six Limited Partnership, dated
November 3, 1986, as amended (the "Agreement"), is further amended by adding a
new Article 22, which reads in its entirety as follows:

"22. Sale and Distribution to Northland.

"(a) Authority for Agreement. NCP-Six is hereby authorized to
enter into an agreement (the "Northland Agreement") with Northland
Communications Corporation or its assigns ("Northland") to (i) sell to
Northland the undivided portion of the franchises and operating assets of
NCP-Six (collectively, the "Assets"), that are attributable to the Limited
Partners' and the administrative general partner's collective interest in
NCP-Six, and (ii) distribute in-kind to Northland the undivided portion of
the Assets that is attributable to the managing general partner's interest
in NCP-Six. The terms and conditions of the Northland Agreement shall be
substantially as described in the proxy statement of NCP-Six dated
________, 2000 (the "Proxy Statement"). This Article relates only to the
acquisition of the Assets by Northland and shall not, in any respect,
restrict or otherwise affect the authority of the general partners to sell
or otherwise dispose of the Assets to unaffiliated third parties in
accordance with Article 11.

"(b) Allocation of Gain and Cash Distributions. Gain from the
sale by NCP-Six to Northland of the undivided portion of the Assets that
is attributable to the Limited Partners' and the administrative general
partner's collective interest in NCP-Six shall be allocated solely to the
Limited Partners and to the administrative general partner in accordance
with paragraph 16(c) of this Agreement, except that all allocations
pursuant to paragraph 16(c)(iii) shall be made 93.75% to the limited
partners and 6.25% to the administrative general partner. Distributions on
and following the Closing Date shall be made in accordance with paragraph
16(d) of this Agreement, except that any liquidating distributions to the
managing general partner shall be in kind and shall include the in-kind
distribution to Northland of the undivided portion of the Assets that is
attributable to the managing general partner's interest in NCP-Six, and
any liquidating distributions to the limited partners and the
administrative general partner shall be monetary and shall include the net
proceeds from the sale to Northland. The Note shall be distributed to the
liquidating trust. All other allocations of income, gain or loss and
distributions of cash shall be made to all the Partners in accordance with
this Agreement.

"(c) Reports. Notwithstanding paragraph 16(f) of this
Agreement, the general partners shall furnish to limited partners an
audited statement, at NCP-Six's expense, which shall set forth the assets
and liabilities of NCP-Six as of the date of final liquidation, but shall
not be obligated to furnish reports pursuant to paragraphs 18(b), (c) or
(d) of this Agreement for the year in which such liquidation occurs."

2. Authorization of General Partners. The general partners are
authorized to take all other and further action deemed by them necessary or
appropriate to effect the foregoing, including but not limited to the creation
of a liquidating trust for purposes of collecting Note payments, taking all
other actions generally described in the Proxy Statement and carrying on other
appropriate business following dissolution of NCP-Six.

A-1
<PAGE> 124
3. Termination of Amendment. This Amendment shall have no further force
and effect if the transaction contemplated by the Northland Agreement does not
close within 180 days of the date of the special meeting of limited partners as
set forth in the Notice of Special Meeting accompanying the Proxy Statement.
Except as expressly amended by this Amendment, the Agreement shall remain in
full force and effect.

DATED this ___ day of __________________, 2000.

NORTHLAND COMMUNICATIONS CORPORATION

(for itself as managing general partner
of NCP-Six, and as attorney-in-fact for
the administrative general partner and a
majority in interest of the limited
partners of NCP-Six)

By:
-----------------------------------------
John S. Whetzell, President

A-2
<PAGE> 125
EXHIBIT B

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is dated as of November ___, 1999, and is by
and between and NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP, a Washington
limited partnership ("SELLER"), and NORTHLAND COMMUNICATIONS CORPORATION, a
Washington corporation, or its assigns ("BUYER").

RECITALS:

A. Seller owns and operates the cable television franchises and cable
television systems of seven operating groups located in the following geographic
areas: Starkville, Philadelphia, Kosciusko and Forest, Mississippi; Highlands,
North Carolina; and Barnwell and Bennettsville, South Carolina (collectively
referred to as the "Systems");

B. Seller desires to sell and distribute to, and Buyer wishes to buy
and receive distribution of, substantially all of Seller's assets used in the
operation of the Systems and the cable television business related thereto for
the price and on the terms and conditions set forth in this Agreement.

AGREEMENTS:

In consideration of the above recitals and the covenants and agreements
contained herein, Buyer and Seller agree as follows:

1. DEFINED TERMS

The following terms shall have the following meanings in this Agreement:

1.1. "ACCOUNTS RECEIVABLE" means the rights of Seller to payment for
services billed by Seller (including, without limitation, those billed to
subscribers of the Systems and those for services and advertising time provided
by Seller) and unpaid prior to the Closing Date as reflected on the billing
records of Seller relating to the Systems.

1.2. "AGREEMENT" means this Asset Purchase Agreement.

1.3. "ASSETS" means all of the tangible and intangible assets owned by
Seller which are used in connection with the conduct of the business or
operations of the Systems, including, without limitation, all Personal Property,
Real Property, Franchises, Contracts and Accounts Receivable, but excluding
those assets specified in Section 2.2.

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

1.5. "CLOSING DATE" means the date of the Closing specified in Section 7.

1.6. "CONSENTS" means the consents, permits or approvals of governmental
authorities and other third parties.

1.7. "CONTRACTS" means the agreements entered into by Seller in the
ordinary course of business of the Systems between the date hereof and the
Closing Date.

B-1
<PAGE> 126
1.8. "DISTRIBUTED ASSETS" means the undivided portion of the Assets
attributable to the interest of the Managing General Partner of Seller pursuant
to and in accordance with the Partnership Agreement.

1.9. "FCC" means the Federal Communications Commission.

1.10. "FRANCHISES" means all municipal and county franchises, and
franchise applications (if any), granted to Seller by any governmental
instrumentality, including all amendments thereto and modifications thereof.

1.11. "FRANCHISING AUTHORITIES" means all governmental authorities which
have issued municipal or county cable franchises relating to the operation of
the Systems or before which are pending any franchise applications filed by
Seller relating to the operation of the Systems.

1.12. "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
operations, assets or financial condition of the Systems, taken as a whole,
other than (i) matters affecting the cable television industry generally
(including, without limitation, legislative, regulatory or litigation matters),
(ii) matters relating to or arising from local or national economic conditions
(including, without limitation, financial and capital markets) and (iii) any
changes resulting from or relating to the taking of any action contemplated by
this Agreement.

1.13. "PARTNERSHIP AGREEMENT" means the Amended and Restated Certificate
and Agreement of Limited Partnership of Northland Cable Properties Six Limited
Partnership, dated November 3, 1986, as thereafter amended.

1.14. "PERMITTED ENCUMBRANCES" means any of the following liens or
encumbrances: (i) landlord's liens and liens for current taxes, assessments and
governmental charges not yet due or being contested in good faith by appropriate
proceedings; (ii) statutory liens or other encumbrances that are minor or
technical defects in title that do not in the aggregate materially affect the
value, marketability or utility of the Assets as presently utilized; (iii) such
liens, liabilities or encumbrances as are Assumed Liabilities; (iv) leased
interests in property leased to others; (v) restrictions set forth in, or rights
granted to Franchising Authorities as set forth in, the Franchises or applicable
laws relating thereto; (vi) zoning, building or similar restrictions, easements,
rights-of-way, reservations of rights, conditions or other restrictions or
encumbrances relating to or affecting the Real Property, that do not materially
interfere with the use of such Real Property in the operation of the Systems as
presently conducted; (vii) as to Real Property, all matters of record as of the
date hereof other than mortgages; and (viii) any other liens that are described
in Section 3.5 and that relate to liabilities and obligations that are to be
discharged in full at Closing or that will be removed prior to or at Closing.

1.15. "PERSONAL PROPERTY" means all of the machinery, equipment, tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts, supplies, proprietary information, technical information, choses in
action, books and records and other tangible and intangible personal property,
including, without limitation, the Franchises, the Contracts and the Accounts
Receivable, that are owned or leased by Seller and used, useful or held for use
as of the date hereof in the conduct of the business or operations of the
Systems, plus such additions thereto and deletions therefrom arising in the
ordinary course of business and as permitted by this Agreement between the date
hereof and the Closing Date.

1.16. "PROXY STATEMENT" means the latest proxy statement of the
Partnership, as amended, filed with the Securities and Exchange Commission
relating to the transactions contemplated by this Agreement.

1.17. "PURCHASED ASSETS" means the undivided portion of the Assets
attributable to the collective interest of the Limited Partners and
Administrative General Partner of Seller pursuant to and in accordance with the
Partnership Agreement.

1.18. "REAL PROPERTY" means all of the real property interests of Seller,
including, without limitation, fee interests in real estate (together with the
buildings and other improvements located thereon), leasehold interests in real
estate, easements, licenses, rights to access, rights-of-way and other real
property interests that are (i) leased by Seller and used as of the date hereof
in the business or operations of the Systems, or (ii) owned by Seller and

B-2
<PAGE> 127
used as of the date hereof in the business or operations of the Systems, plus
such additions thereto and deletions therefrom arising in the ordinary course of
business and as permitted by this Agreement between the date hereof and the
Closing Date.

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

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Assumed Liabilities 2.6
Buyer Preamble
Excluded Assets 2.2
Final Report 2.5.6
Holdback Amount 2.4.2
HSR Act 5.5
Payable Amounts 2.7
Purchase Price 2.4.1
Seller Preamble
Systems Recitals
</TABLE>

2. SALE AND PURCHASE OF ASSETS

2.1. Agreement to Sell and Purchase. Subject to the terms and conditions
set forth in this Agreement, Seller hereby agrees to, on the Closing Date, (i)
sell, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller,
all of the Purchased Assets, and (ii) make an in-kind distribution to Buyer of
all of the Distributed Assets. All Assets shall, on the Closing Date, be free
and clear of any claims, liabilities, mortgages, liens, pledges, conditions,
charges or encumbrances of any nature whatsoever except for Permitted
Encumbrances.

2.2. Excluded Assets. The Assets shall exclude the following
(collectively, the "EXCLUDED ASSETS"):

2.2.1. The Accounts Receivable;

2.2.2. Seller's cash on hand as of the Closing Date and all other
cash in any of Seller's bank or savings accounts, including, without limitation,
customer advance payments and deposits; any and all bonds, surety instruments,
insurance policies and all rights and claims thereunder, letters of credit or
other similar items and any cash surrender value in regard thereto, and any
stocks, bonds, certificates of deposit and similar investments; and

2.2.3. Any claims, rights and interest in and to any refunds of
federal, state or local franchise, income or other taxes or fees of any nature
whatsoever for periods prior to the Closing Date including, without limitation,
fees paid to the U.S. Copyright Office or any choses in action owned by Seller
relating to such refunds (collectively, the "EXCLUDED ASSETS").

2.3. Purchase Price.

2.3.1. The purchase price for the Purchased Assets (the "PURCHASE
PRICE") is (i) $76,000,000, (ii) adjusted as provided in Section 2.4 below, and
(iii) reduced by a percentage equal to the portion of the Assets represented by
the Distributed Assets.

2.3.2 The Purchase Price shall be paid by:

(i) A promissory note deliverable to Seller at Closing, as
further described in the Proxy Statement; and

(ii) Wire transfer of the balance of the Purchase Price in
immediately available funds to Seller at Closing.

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<PAGE> 128
2.3.3 All Purchase Price proceeds shall be distributable to the
Limited Partners and Administrative General Partner of Seller pursuant to and in
accordance with the Partnership Agreement. Buyer shall not receive any payments
described in Section 2.3.2.

2.4. Adjustments and Prorations.

2.4.1. The Purchase Price shall be increased by the prorated
amount of Seller's prepaid expenses as of the Closing Date.

2.4.2. The Purchase Price shall be reduced by (i) any customer
advance payments (i.e., customer payments received by Seller prior to the
Closing but relating to service to be provided by Buyer after the Closing) and
deposits (including any interest owing thereon), and (ii) any other advance
payments (i.e., advertising payments received by Seller prior to the Closing but
relating to service to be provided by Buyer after the Closing).

2.4.3. Seller shall be responsible for all expenses, costs and
liabilities allocable to the conduct of the business or operations of the
Systems for the period prior to the Closing Date, and Buyer shall be responsible
for all expenses, costs and obligations allocable to the conduct of the business
or operations of the Systems on the Closing Date and for the period thereafter.
Consistent with this principle, Buyer and Seller shall prorate all expenses and
other liabilities arising from the Systems up until midnight on the day prior to
the Closing Date, including franchise fees, pole and other rental charges
payable with respect to cable television service, utility charges, real and
personal property taxes and assessments levied against the Assets, salesperson
advances, property and equipment rentals, applicable copyright or other fees,
sales and service charges, taxes (except for taxes arising from the transfer of
the Assets hereunder, which will be the sale responsibility of Seller), and
similar prepaid and deferred items.

2.5. Assumption of Liabilities and Obligations. As of the Closing Date,
Buyer shall assume and pay, discharge and perform the following (collectively,
the "ASSUMED LIABILITIES"): (i) all the obligations and liabilities of Seller
under the Franchises and the Contracts; (ii) all obligations and liabilities of
Seller to all customers and advertisers of the Systems for any advance payments
or deposits; and (iii) all obligations and liabilities arising out of events
occurring on or after the Closing Date related to Buyer's ownership of the
Assets or its conduct of the business or operations of the Systems.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement
and as of the Closing Date, as follows:

3.1. Organization, Standing and Authority. Seller is a limited
partnership duly organized and validly existing under the laws of the State of
Washington, and is qualified to conduct business as a foreign corporation in
each jurisdiction in which the property owned, leased or operated by it requires
it to be so qualified, except where the failure to so qualify would not have a
Material Adverse Effect. Seller has the requisite partnership power and
authority (i) to own, lease and use the Assets as presently owned, leased and
used by it, and (ii) to conduct the business and operations of the Systems as
presently conducted by it.

3.2. Authorization and Binding Obligation. Seller has the partnership
power and authority to execute and deliver this Agreement and to carry out and
perform all of its other obligations under the terms of this Agreement. Except
for the approval of a majority in interest of the limited partners of Seller,
all partnership action by Seller necessary for the authorization, execution,
delivery and performance by it of this Agreement has been taken. This Agreement
has been duly executed and delivered by Seller and this Agreement constitutes
the valid and legally binding obligation of Seller, enforceable against it in
accordance with its terms, except (i) as rights to indemnity, if any, thereunder
may be limited by federal or state securities laws or the public policies
embodied therein, (ii) as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in
effect affecting the enforcement of creditors' rights generally, and (iii) as
the remedy of

B-4
<PAGE> 129
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

3.3. Consents. Except for (a) the Consents of the Franchising Authorities
that are required by the Franchise Agreements prior to Closing, (b) the Consents
of the FCC, other than any FCC consent to any business radio license that Seller
reasonably expects can be obtained within 120 days after the Closing and so long
as a temporary authorization is available to Buyer under FCC rules with respect
thereto, and (c) the Consents which if not obtained would not have a Material
Adverse Effect, no consent, approval, permit or authorization of, or declaration
to or filing with any governmental or regulatory authority, or any other third
party is required to consummate this Agreement and the transactions contemplated
hereby.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date of this Agreement
and as of the Closing Date, as follows:

4.1. Organization, Standing and Authority. Buyer is a corporation duly
organized and validly existing under the laws of the State of Washington and is
qualified to conduct business as a foreign corporation in each of the States of
Mississippi, North Carolina and South Carolina. Buyer has the requisite power
and authority to execute and deliver this Agreement and to perform and comply
with all of the terms, covenants and conditions to be performed and complied
with by Buyer hereunder and thereunder.

4.2. Authorization and Binding Obligation. Buyer has the corporate power
and authority to execute and deliver this Agreement and to carry out and perform
all of its other obligations under the terms of this Agreement. All corporate
action by Buyer necessary for the authorization, execution, delivery and
performance by Buyer of this Agreement has been taken. This Agreement has been
duly executed and delivered by Buyer and this Agreement constitutes the valid
and legally binding obligation of Buyer, enforceable against it in accordance
with its terms, except (i) as rights to indemnity, if any, thereunder may be
limited by federal or state securities laws or the public policies embodied
therein, (ii) as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect affecting
the enforcement of creditors' rights generally, and (iii) as the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

4.3. Absence of Conflicting Agreements. Subject to obtaining the Consents
described in Section 3.3 and compliance with the HSR Act, the execution,
delivery and performance of this Agreement by Buyer will not: (i) require the
consent, approval, permit. or authorization of, or declaration to or filing with
any governmental or regulatory authority, or any other third party; (ii) violate
the articles of incorporation or bylaws of Buyer; (iii) violate any material
law, judgment, order, ordinance, injunction, decree, rule or regulation of any
court or governmental instrumentality; or (iv) conflict with, constitute grounds
for termination of, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of any performance required by the terms
of, any material agreement, instrument, license or permit to which Buyer is a
party or by which Buyer may be bound, such that Buyer could not perform
hereunder and acquire or operate the Assets.

4.4. Buyer Qualification. Buyer knows of no reason why it cannot become
the franchisee pursuant to the Franchises, and to its knowledge has the
requisite qualifications to own and operate the Systems.

4.5. Availability of Funds. Buyer will have available on the Closing Date
sufficient unrestricted funds to enable it to consummate the transactions
contemplated hereby.

5. COVENANTS OF THE PARTIES

5.1. Confidentiality. Each party shall keep secret and hold in confidence
for a period of three years following the date hereof, any and all information
relating to the other party that is proprietary to such other party, other than
the following: (i) information that has become generally available to the public
other than as a result of a

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disclosure by such party; (ii) information that becomes available to such party
or an agent of such party on a nonconfidential basis from a third party having
no obligation of confidentiality to a party to this Agreement; (iii) information
that is required to be disclosed by applicable law, judicial order or pursuant
to any listing agreement with, or the rules or regulations of, any securities
exchange on which securities of such party or any such affiliate are listed or
traded; and (iv) disclosures made by any party as shall be reasonably necessary
in connection with obtaining the Consents; provided, however, in connection with
disclosure of confidential information under (iii) and (iv) hereof, the
disclosing party shall give the other party hereto timely prior notice of the
anticipated disclosure and the parties shall cooperate in designing reasonable
procedural and other safeguards to preserve, to the maximum extent possible, the
confidentiality of such material.

5.2. Premerger Notification. As soon as practicable, but no later than 30
days after the date of this Agreement, Buyer and Seller shall each make any and
all filings which are required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR ACT") with respect to the
transactions contemplated hereby. The parties shall each furnish to the other
such necessary information and reasonable assistance as the other may request in
connection with its preparation of necessary filings or submissions pursuant to
the provisions of the HSR Act. If the Federal Trade Commission or the Department
of Justice requests additional information from the parties or imposes any
condition upon the transactions contemplated hereby, the parties will cooperate
with each other, the Federal Trade Commission and the Department of Justice.

5.3. Consents. Following the execution hereof, Seller shall make such
applications to the Franchising Authorities and other third parties for the
Consents, and shall otherwise use its commercially reasonable efforts to obtain
the Consents as expeditiously as possible. In no event shall Seller be required,
as a condition of obtaining such Consents, to expend any monies on, before or
after the Closing Date (other than professional fees and expenses typically
incurred in connection with the efforts to obtain such Consents), or to offer or
grant any accommodations or concessions adverse to Seller or to engage in
litigation or other adversarial proceedings. Buyer shall use its commercially
reasonable efforts to promptly assist Seller and shall take such prompt and
affirmative actions as may reasonably be necessary in obtaining such Consents
and shall cooperate with Seller in the preparation, filing and prosecution of
such applications as may reasonably be necessary, including, without limitation,
making management and other personnel of Buyer available to assist in obtaining
such Consents. The parties agree to use commercially reasonable efforts to
obtain consents to the transfer of the Franchises in substantially the form
attached hereto as Exhibit C. Seller shall not agree to any materially adverse
change in any Franchise as a condition to obtaining any authorization, consent,
order or approval necessary for the transfer of such Franchise unless Buyer
shall otherwise consent; provided, however, that Buyer, and not Seller shall
bear the cost and expense of any conditions imposed by Franchising Authorities
on Franchise transfers to which Buyer has consented. Buyer acknowledges that
Franchising Authorities and third parties to Contracts may impose bond, letter
of credit, indemnity and insurance requirements and may modify or impose penalty
provisions and other similar provisions to the appropriate Franchise or Contract
as a condition to giving their consent to assignment or transfer thereof.
Notwithstanding anything to the contrary contained in this Section 5.3, Buyer
shall be obligated to accept any such conditions as long as the requirements are
reasonable and customary in the industry for similarly situated cable system
operators in terms of size and financial and operating qualifications. Buyer
agrees that it shall not, without the prior written consent of Seller (which may
be withheld at Seller's sole discretion), seek amendments or modifications to
Franchises or Contracts. Buyer shall, at Seller's request, promptly furnish
Seller with copies of such documents and information with respect to Buyer,
including financial information and information relating to the cable and other
operations of Buyer and any of its affiliated or related companies, as Seller
may reasonably request in connection with the obtaining of any of the Consents
or as may be reasonably requested by any person in connection with any Consent.
Notwithstanding anything to the contrary contained in this Section 5.3, Seller's
obligations under this Section with respect to pursuing any Consent (a) to the
transfer of pole attachment or conduit contracts shall be fully satisfied if
Buyer has executed a new contract with the respective pole company or if such
pole company has indicated in writing that it is willing to execute a new
contract with Buyer; and (b) to the transfer of railroad crossing permits or
contracts shall be fully satisfied if Buyer has executed a new permit or
contract.

5.4. Taxes, Fees and Expenses. Buyer shall pay all sales, use, transfer,
purchase taxes and fees, filing fees, recordation fees and application fees, if
any, arising out of the transactions contemplated herein, including, without
limitation, the filing fees of both Buyer and Seller for premerger notification
under the HSR Act. Each

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party shall pay its own expenses incurred in connection with the authorization,
preparation, execution and performance of this Agreement, including all fees and
expenses of counsel, accountants, agents and other representatives.

5.5. Brokers. Seller has retained Daniels & Associates, whose fees shall
be paid by Seller.

5.6. Risk of Loss.

5.6.1. The risk of loss, damage or destruction to the Systems from
fire, theft or other casualty or cause shall be borne by Seller at all times up
to completion of the Closing. It is expressly understood and agreed that in the
event of any material loss or damage to any material portion of the Assets from
fire, casualty or other cause prior to the Closing, Seller shall promptly notify
Buyer of same in writing. Such notice shall report the loss or damage incurred,
the cause thereof, if known, and the insurance coverage related thereto.

5.6.2. Notwithstanding any other provision contained in this
Agreement:

(i) In the event there is damage to the Systems equal to or
greater than five percent of the Purchase Price which is not repaired, replaced
or restored prior to the Closing, Buyer, at its sole option upon ten days' prior
written notice to Seller: (A) may elect to consummate the Closing and accept the
Assets in their then condition, in which event Seller shall pay or assign to
Buyer all proceeds of insurance theretofore received or to be received covering
the Assets involved, and the Purchase Price shall be reduced by an amount equal
to any applicable insurance deductible; or (B) may rescind this Agreement and
declare it of no further force and effect, in which event there shall be no
Closing and this Agreement and all the terms and provisions hereof shall
thereupon be deemed null and void and Buyer shall be entitled to a return of the
Deposit and all interest thereon and the parties shall have no further liability
to each other.

(ii) If the damage sustained is less than five percent of the
Purchase Price, this Agreement shall remain in full force and effect, the
Closing shall be consummated and the Purchase Price shall be reduced by an
amount equal to the amount of such damage, and Seller shall retain all proceeds
of insurance theretofore received or to be received covering the Assets
involved.

5.6.3. In the event that Buyer and Seller are unable to agree as to
the amount of any such loss or damage to the Assets within 30 days after the
initiation of discussions by one of the parties regarding such loss or damage,
the Buyer and Seller shall jointly designate a third-party adviser which has
experience in evaluating issues related to the cable television business, which
adviser shall not be one that is regularly engaged by Buyer or Seller. Such
third-party adviser shall make the determination of the amount of any such loss
or damage to the Assets, which shall be conclusive on all parties to this
Agreement and not subject to dispute or judicial review. The cost of retaining
such third-party adviser shall be borne by Buyer.

5.7. Bonds, Letters of Credit, Etc. Buyer shall take all reasonably
necessary steps, and execute and deliver all reasonably necessary documents, to
insure that on the Closing Date Buyer has delivered such bonds, letters of
credit, indemnity agreements and similar instruments in such amounts and in
favor of such franchisors and other persons requiring the same in connection
with the Franchises and the Contracts.

5.8. Accounts Receivable.

5.8.1. Buyer shall have the sole right and obligation to collect, on
behalf of Seller, outstanding Accounts Receivable after Closing. Within 5 days
prior to the post-Closing liquidation of Seller (the "A/R Payment Date"), Buyer
shall remit to Seller in cash all amounts collected by Buyer in satisfaction of
Accounts Receivable as of the A/R Payment Date. On the date of one year after
the Closing Date, Buyer shall remit to Seller (or any entity designated by
Seller) all amounts collected by Buyer in satisfaction of Accounts Receivable
after the A/R Payment Date and up to one year after the Closing Date. All
Accounts Receivable that remain outstanding one year after the Closing Date
shall be automatically assigned from Seller to Buyer without further action, and
all amounts collected by Buyer in satisfaction of Accounts Receivable more than
one year after the Closing Date shall be retained by Buyer.

5.8.2. Buyer shall use its commercially reasonable efforts to
collect the Accounts Receivable on behalf of Seller. Buyer shall be entitled to
compromise, discount or otherwise make concessions to account debtors as Buyer
may reasonably determine in order to collect the Accounts Receivable. Seller
shall reimburse Buyer for any costs Buyer incurs to collect Accounts
Receivable, which costs shall be offset against the remittances to be made by
Buyer to Seller in accordance with Section 5.8.1 above.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND SELLER TO CLOSE

6.1. Conditions Precedent to Obligations of Buyer to Close. The
obligations of Buyer to consummate the transactions contemplated by this
Agreement to occur at the Closing shall be subject to the satisfaction, on or
before the Closing Date, of each and every one of the following conditions, all
or any of which may be waived in writing, in whole or in part, by Buyer for
purposes of consummating such transactions:

6.1.1. Representations and Warranties. All representations and
warranties of Seller contained in this Agreement shall be true and complete in
all material respects at and as of the Closing Date as though such

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representations and warranties were made at and as of such time except to the
extent changes are permitted or contemplated pursuant to this Agreement.

6.1.2. Covenants and Conditions. Seller shall have in all material
respects performed and complied with all material covenants, agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

6.1.3. No Injunction, Etc. No action, suit or other proceeding shall
have been instituted, threatened or proposed before any court, governmental
agency or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, or arising out of, this Agreement
or the consummation of the transactions contemplated hereby which if successful
would have a Material Adverse Effect.

6.1.4. Approvals. The waiting period specified under the HSR Act
shall have expired or been terminated.

6.1.5. Consents. Each of the following Consents shall have been duly
obtained and delivered to Buyer: (i) the Consents of the Franchising
Authorities; and (ii) the Consents of the FCC, except for any FCC consent to any
business radio license that Seller reasonably expects can be obtained within 120
days after the Closing and so long as a temporary authorization is available to
Buyer under FCC rules with respect thereto.

6.1.6. Material Adverse Effect. Between the date of this Agreement
and the Closing Date, there shall have been no Material Adverse Effect.

6.2. Conditions Precedent to Obligations of Seller to Close. The
obligations of Seller to consummate the transactions contemplated by this
Agreement to occur at the Closing shall be subject to the satisfaction, on or
before the Closing Date, of each and every one of the following conditions, all
or any of which may be waived in writing, in whole or in part, by Seller for
purposes of consummating such transactions:

6.2.1. Representations and Warranties. All representations and
warranties of Buyer contained in this Agreement shall be true and complete 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 except to the
extent changes are permitted or contemplated pursuant to this Agreement.

6.2.2. Covenants and Conditions. Buyer shall have in all material
respects performed and complied with all material covenants, agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

6.2.3. No Injunction, Etc. No action, suit or other proceeding shall
have been instituted, threatened or proposed before any court, governmental
agency or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, or arising out of, this Agreement
or the consummation of the transactions contemplated hereby.

6.2.4. HSR Approvals. The waiting period specified under the HSR Act
shall have expired or been terminated.

6.2.5 Limited Partner Approvals. The limited partners of Seller
shall have consented to the transactions contemplated in this Agreement in
accordance with the terms of Seller's partnership agreement and applicable
securities laws.

7. CLOSING

If practicable, the Closing will be held on the last business day of the
calendar month during which the conditions set forth in Sections 6.1.4, 6.1.5
and 6.2.4 hereof shall have been satisfied; provided, however, that if the
Closing is not held on the last business day of the calendar month during which
such conditions shall have been

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satisfied, the Closing shall be held on the last business day of the next
succeeding calendar month, or on such other date as Buyer and Seller may
mutually agree. The Closing shall be held at 10:00 am. local time at the
Seller's offices at 1201 Third Ave., Suite 3600, Seattle, WA 98101.
Notwithstanding the foregoing, the parties agree that the Closing shall be
deemed effective as of 12:01 a.m. on the Closing Date, and all references herein
that relate to the date and time of the Closing, including provisions dealing
with adjustments to the Purchase Price, shall refer to such effective date and
time.

8. TERMINATION

8.1. Method of Termination. This Agreement constitutes the binding and
irrevocable agreement of the parties to consummate the transactions contemplated
hereby, subject to and in accordance with the terms hereof, the consideration
for which is (i) the covenants, representations, warranties and agreements set
forth in this Agreement; and (ii) the expenditures and obligations incurred and
to be incurred by Buyer on the one hand, and by Seller, on the other hand, in
respect of this Agreement, and this Agreement may be terminated or abandoned
only as follows:

8.1.1. By the mutual consent of Seller and Buyer, or by either
Seller or Buyer in the event of the notification by the Federal Trade Commission
or the Department of Justice of the intent of either agency to seek to enjoin
the transactions contemplated by this Agreement or if any condition to the
Closing set forth in Sections 6.1.3 or 6.2.3 is not fulfilled and the failure of
such condition is not a result of a breach of warranty or nonfulfillment of any
covenant or agreement by Buyer or Seller contained in this Agreement;

8.1.2. By Buyer, if any of the conditions set forth in Section 6.1
hereof to which the obligations of Buyer are subject (other than the conditions
set forth in Sections 6.1.3 and 6.1.4) have not been fulfilled or waived, and
provided that the failure to fulfill such condition is not a result of a breach
of warranty or nonfulfillment of any covenant or-agreement by Buyer contained in
this Agreement;

8.1.3. By Seller, if any of the conditions set forth in Section 6.2
hereof to which the obligations of Seller are subject (other than the conditions
set forth in Sections 6.2.3 and 6.2.4) have not been fulfilled or waived, and
provided that the failure to fulfill such condition is not a result of a breach
of warranty or nonfulfillment of any covenant or agreement by Seller contained
in this Agreement; or

8.1.4. Without action by either party, if Closing does not occur
within 180 days after the date of the special meeting of limited partners of
Seller at which the limited partners of Seller generally approved Seller's
consummation of the transactions contemplated by this Agreement.

8.2. Rights Upon Termination.

8.2.1. In the event of a termination of this Agreement pursuant to
Section 8.1.1, each party shall pay the costs and expenses incurred by it in
connection with this Agreement, and no party (or any of its officers, directors,
partners, employees, agents, representatives or stockholders) shall be liable to
any other party for any cost, expense, damage or loss of anticipated profits
hereunder.

8.2.2. In the event of a termination of this Agreement pursuant to
Section 8.1.2, if Seller is in breach of this Agreement, Buyer shall have the
right to seek all remedies available to it as provided hereunder or at law or
equity, including the remedy of specific performance. In the event of any action
to enforce this Agreement, Seller hereby waives the defense that there is an
adequate remedy at law.

8.2.3. In the event of a termination of this Agreement pursuant to
Section 8.1.3 as a result of a breach of this Agreement by Buyer, Seller shall
be entitled to receive damages suffered by it as a consequence of Buyer's
breach, and Seller shall have the further right to pursue all legal or equitable
remedies for breach of contract or otherwise. In the event of any action to
enforce this Agreement, Buyer hereby waives the defense that there is an
adequate remedy at law.

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9. INDEMNIFICATION

9.1. Indemnification by Seller. Seller shall indemnify and hold Buyer
harmless against and with respect to, and shall reimburse Buyer for:

9.1.1. Any and all obligations of Seller not assumed by Buyer
pursuant to the terms hereof;

9.1.2. Any and all losses, liabilities or damages resulting from
Seller's operation or ownership of the Systems or Assets prior to the Closing
Date; and

9.1.3. Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs and expenses, including, without limitation,
reasonable legal fees and expenses, incident to any of the foregoing or incurred
in investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity.

9.2. Indemnification by Buyer. Buyer shall indemnify and hold Seller
harmless against and with respect to, and shall reimburse Seller for:

9.2.1. Any and all losses, liabilities or damages resulting from any
untrue representation, breach of warranty or nonfulfillment of any covenant by
Buyer contained herein;

9.2.2. Any and all of the Assumed Liabilities;

9.2.3. Any and all losses, liabilities or damages resulting from
Buyer's operation or ownership of the Systems or Assets on and after the Closing
Date; and

9.2.4. Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs and expenses, including, without limitation,
reasonable legal fees and expenses, incident to any of the foregoing or incurred
in investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity.

9.3. Limitation on Indemnification, Exclusive Remedy.

9.3.1. Seller's liability under Section 9.1 shall be limited to
losses or damages exceeding in the aggregate $250,000 (the "Deductible"), and
Seller shall have no liability under Section 9.2 for losses or damages
constituting the Deductible.

9.3.2. Seller's liability under Section 9.1 shall be limited to
losses or damages not exceeding in the aggregate four percent of the Purchase
Price (as adjusted under Section 2.5 but not reduced by the percentage
representing the Distributed Assets).

9.3.3. The amount payable by Seller to Buyer with respect to Section
9.1 shall be reduced by the amount of any insurance proceeds received by Buyer
with respect to losses, liabilities or damages, and each of the parties hereby
agrees to use reasonable efforts to collect any and all insurance proceeds to
which it may be entitled in respect to any such losses, liabilities or damages.
Such amount payable shall be further reduced by the amount of any tax benefit
actually realized (including by refund or by reduction or offset against taxes
otherwise payable had the losses, liabilities or damages not been sustained) by
Buyer (or the affiliated or combined grout) of which it is a member) by reason
of the payment or incurrence by Buyer of the losses, liabilities or damages or
which indemnity is sought or the occurrence of the event giving rise to such
losses, liabilities or damages. To the extent that insurance proceeds are
received and/or a tax benefit is realized after payment has been made by Seller
to Buyer, Buyer shall promptly pay an amount equal to such proceeds or benefit
to Seller.

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9.3.4. After the Closing Date, the sole and exclusive remedy of any
party for any misrepresentation or any breach of a warranty or covenant set
forth in or made pursuant to this Agreement shall be a claim for indemnification
under and pursuant to this Article 9.

10. MISCELLANEOUS

10.1. Partnership Agreement. Nothing in this Agreement is intended to
modify, and shall not modify, any provision of the Partnership Agreement,
including without limitation provisions in the Partnership Agreement relating to
indemnification of the managing general partner of Seller. To the extent that
any provision of this Agreement is determined to conflict with any provision of
the Partnership Agreement, the Partnership Agreement shall control.

10.2. Benefit and Binding Effect. Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto, except
that Buyer may assign and delegate all or a part of its rights and obligations
under this Agreement to one or more entities affiliated with Buyer without the
prior written consent of Seller. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.

10.3. Governing Law. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of Washington, without regard
to the conflicts of law principles of such state.

EXECUTED as of the date first above written.

BUYER:

NORTHLAND COMMUNICATIONS CORPORATION

By:
-----------------------------------------------
James A. Penney, Vice President

SELLER:

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

By: Northland Communications Corporation,
Managing General Partner

By:
------------------------------------------
James A. Penney, Vice President

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EXHIBIT C

PROMISSORY NOTE

$____________ ______________, 2000 Seattle, Washington

FOR VALUE RECEIVED, NORTHLAND COMMUNICATIONS CORPORATION, a Washington
corporation, and its assigns (the "Maker"), promises to pay to NORTHLAND CABLE
PROPERTIES SIX LIMITED PARTNERSHIP, a Washington limited partnership
("NCP-Six"), upon the terms and conditions stated herein, the principal sum of
_______________________________ Dollars ($_________), which sum shall be payable
in full, plus accrued interest, on the first anniversary of the date of this
Note. Payments shall be made in lawful money of the United States, at such place
as NCP-Six may designate in writing. The Maker shall have the privilege of
prepaying all or any portion of this Note without premium or penalty.

This Note is issued in connection with that certain Asset Purchase
Agreement between _____________ and NCP-Six dated as of _________, 1999 (the
"Agreement"). The Maker may be entitled to the right of offset, as provided in
the Agreement, and may, without being in default under this Note, effect such
offset against any amounts payable under this Note.

The principal sum of this Note shall bear interest at a per annum rate of
six percent (6%). If any portion of this Note shall not be paid when due, then
the principal balance of the Note shall thereafter bear interest at the rate of
twelve percent (12%) per annum, from the date of such default. A default shall
exist as to any failure of the Maker to make any payment required hereunder in a
timely manner; provided, however, there shall be no default and no payment shall
be due hereunder if the Maker is effecting an offset to account for any
prorations or other adjustments provided for pursuant to the Agreement.

In the event a suit is commenced to enforce the payment of this Note, the
Maker hereby agrees to pay all costs of collection, including a reasonable sum
as the fees of attorneys and certified public accountants.

The indebtedness and all other obligations evidenced by this Note are
subordinated to the prior payment in full in cash of all obligations of the
Maker from time to time outstanding in respect of all other indebtedness of the
Maker, other than any indebtedness which by its terms is expressly subordinated
to this Note, including, without limitation, amounts that would become due
except for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. Section 362(a), and interest, fees, charges and other
amounts that, but for the filing of a petition in bankruptcy with respect to the
Maker, would accrue on such indebtedness whether or not a claim is allowed
against the Maker for the same in such proceeding (collectively, "Senior Debt").
The Maker agrees that upon the occurrence and during the continuance of any
default under any Senior Debt or upon any distribution of the assets or
readjustment of the obligations of the Maker whether by reason of voluntary or
involuntary liquidation, dissolution, winding up, composition, bankruptcy,
reorganization, arrangement, receivership, assignment for the benefit of
creditors or any marshalling of its assets or the readjustment of its
liabilities, whether partial or total, the holders of the Senior Debt shall be
entitled to receive cash payment in full of lawful money of the United States of
America of all of the Senior Debt in accordance with their respective terms
prior to payment of, or other distribution in respect of, all or any part of the
indebtedness or other obligations hereunder. NCP-Six agrees, by its acceptance
of this Note, that at any time that payment under this Note is prohibited by
operation of this paragraph, it shall not take any action to enforce or
otherwise collect any such payment and in the event that, notwithstanding the
foregoing, NCP-Six shall have received any payment under or in respect of this
Note at a time when such payment is prohibited, then such payment shall be
received and held in trust for the benefit of the holders of the Senior Debt and
shall be paid over and delivered to such holders or their agent to the extent
necessary to pay the Senior Debt in full in cash after giving effect to any
other concurrent payment or distribution to such holders in respect of the
Senior Debt.

THIS NOTE IS AND SHALL FOR ALL PURPOSES BE DEEMED NONASSIGNABLE AND
NONNEGOTIABLE; provided, however, that the NCP-Six may assign its rights and
delegate its duties and obligations under this Note, including without
limitation the right to receive payment hereunder, to a liquidating

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trust established for the purpose of distributing amounts due hereunder for the
benefit of the beneficiaries of such liquidating trust, and provided further the
Maker may assign its rights and delegate its duties and obligations under this
Note to any affiliate of Maker.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

This Note is to be construed in all respects and enforced according to the
laws of the State of Washington.

NORTHLAND COMMUNICATIONS CORPORATION

By:
--------------------------------------------
Gary S. Jones, Vice President

By:
--------------------------------------------
James A. Penney, Vice President

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EXHIBIT D

DANIELS' APPRAISAL

CONFIDENTIAL

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

APPRAISAL ANALYSIS SUMMARY

INTRODUCTION

Northland Cable Properties Six Limited Partnership (the "Partnership") is a
Washington limited partnership consisting of two general partners (the "General
Partners") and approximately 1,865 limited partners. Northland Communications
Corporation ("Northland"), a Washington corporation, is the Managing General
Partner of the Partnership. The Partnership was formed on January 22, 1986 and
began operations in 1986 with the acquisition of the cable television systems
serving the communities surrounding Starkville, Maben and Mathiston,
Mississippi, six additional communities in central Mississippi and the community
of and areas surrounding Highlands, North Carolina. As the result of subsequent
acquisitions made between July 1988 and January 1998 as well as sales of certain
systems, the Partnership currently owns and operates seven cable television
system groups ("System Operating Groups"), comprised of twelve headends, serving
numerous communities in Mississippi, South Carolina and North Carolina (referred
to in the aggregate as the "Systems"). As of March 31, 1999, the Systems passed
an estimated 50,060 homes and served approximately 32,963 equivalent basic
subscribers ("EBUs").

Based on information provided by Northland for the three month period ended
March 31, 1999, annualized run-rate revenue and operating cash flow for the
Systems are estimated to be approximately $14.3 million and $6.7 million,
respectively. This equates to average monthly revenue per EBU of $36.07 and
average annual cash flow per EBU of $203.15.

A summary of the Partnership's System Operating Groups is presented in the
following table.

<TABLE>
<CAPTION>
3/31/99 Estimated Est. Annualized
System Miles of Plant/ Est. Estimated 3/31/99 3/31/99 Annualized Run-Rate
Operating Number of Homes/ Homes EBUs/ Pay Units/ Run-Rate Cash Flow/
Group Headends Mile Passed Penetration Penetration Revenue Margin
- --------- --------------- ------ --------- ------------ ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Starkville, MS 194.5/2 57 11,085 8,097 / 73.0% 2,930 / 36.2% $ 3,680,744 $1,895,951 / 51.5%
Philadelphia, MS 170/1 26 4,395 3,851 / 87.6% 1,450 / 37.7% 1,617,933 731,306 / 45.2%
Kosciusko, MS 125.8/2 43 5,440 4,350 / 80.0% 1,371 / 31.5% 1,854,490 952,651 / 51.4%
Forest, MS 154/2 24 3,735 3,222 / 86.3% 1,442 / 44.8% 1,390,976 689,646 / 49.6%
Subtotal, MS 644.3/7 38 24,655 19,520 / 79.2% 7,193 / 36.9% 8,544,143 4,269,554 / 50.0%

Highlands, NC 128/1 33 4,190 2,584 / 61.7% 482 / 18.7% 1,036,879 459,752 / 44.3%

Barnwell, SC 308.5/3 39 12,125 5,941 / 49.0% 4,301 / 72.4% 2,694,265 1,079,592 / 40.1%
Bennettsville, SC 145/1 63 9,090 4,918 / 54.1% 3,628 / 73.8% 1,993,654 887,575 / 44.5%
Subtotal, SC 453.5/4 47 21,215 10,859 / 51.2% 7,929 / 73.0% 4,687,919 1,967,167 / 42.0%

Total All
Systems 1,225.8/12 41 50,060 32,963 / 65.8% 15,604 / 47.3% $14,268,941 $6,696,473 / 46.9%
</TABLE>

Daniels was retained by Northland to appraise the fair market value of the
assets of the Partnership as of July 1, 1999 (the "Valuation Date"). The
appraisal was performed in conjunction with the anticipated dissolution and
liquidation of the Partnership. This report summarizes Daniels' conclusions and
provides an outline of the scope of

D-1
<PAGE> 139
the engagement, the process used, an overview of the Systems by System Operating
Group, the valuation methodology, the assumptions relied upon and an explanation
of the values derived.

PROCESS

Daniels prepared an independent appraisal analysis to determine the fair market
value of the operating assets of the Partnership. The Systems were appraised on
a going-concern basis, in conformance with standard appraisal techniques,
utilizing a ten-year discounted net cash flow analysis and applying relevant
market and economic factors. The appraisal assumes that the Systems have been
and will continue to be operated as efficiently as comparable cable television
systems and that the franchises and leases of assets used in the operation of
the Systems will be renewed indefinitely without material changes, other than
upgrade and/or rebuild requirements (see "The Systems").

The appraisal process included discussions with the Partnership's management,
due diligence visits to substantially all of the Systems by Daniels' personnel,
research of demographic information concerning the various communities served by
the Partnership and analyses of historical and forecasted financial and
operating information, as well as Daniels' general knowledge about the cable
television industry. From such due diligence, summaries of the relevant
operating, technical, financial and demographic characteristics were prepared
for each of the seven System Operating Groups. These characteristics were
instrumental in determining value.

In order to assess the fair market value of the Partnership's operating assets,
Daniels prepared detailed operating and financial forecasts for each of the
seven System Operating Groups, incorporating the critical elements of operating
revenues and expenses as well as capital expenditure requirements. These
financial forecasts then formed the basis for determining a discounted cash flow
value for each System Operating Group, a standard valuation methodology used
within the cable television industry (the "DCF" valuation methodology). The
combined values of the Systems, by System Operating Group, pursuant to the DCF,
provide a value of the operating assets of the Partnership. In addition, using
the private market transaction multiples methodology, an aggregate value for the
Partnership's cable television assets was derived by applying value per
subscriber and operating cash flow multiples obtained in private market sales of
comparable cable television systems to the respective statistics of the Systems.
The results of the DCF and the private market transaction multiples valuation
methodologies were then analyzed to determine a final appraised value for the
Partnership's operating assets.

THE SYSTEMS

The Systems are comprised of seven System Operating Groups, four of which are
located in Mississippi, two of which are located in South Carolina and one of
which is located in North Carolina. The largest System Operating Group is
Starkville, Mississippi with 8,097 EBUs as of March 31, 1999. The smallest
System Operating Group is Highlands, North Carolina with 2,584 EBUs as of the
same period. As of March 31, 1999, the System Operating Groups had EBU
penetration rates ranging from 49.0% to 87.6%, and a weighted average EBU
penetration level of 65.8%. Subscriber growth rates for the Systems have been
essentially flat to modest for the past several years.

In the seven System Operating Groups, there are a total of 12 headends and 1,226
plant miles, of which approximately 89% is aerial and 11% is underground. Based
on information provided by Northland, approximately 10% of the plant miles are
at 300 MHz; 42% are at 330 MHz; 1% are at 400 MHz; 36% are at 450 MHz; and 11%
are at 550 MHz. According to Northland, none of the Systems are currently
addressable, and pay-per-view service is offered on an event-only basis.

D-2
<PAGE> 140
TECHNICAL SUMMARY

MILES OF PLANT AT VARIOUS BANDWIDTHS AS OF MARCH 31, 1999

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SYSTEM OPERATING 300 MHZ 330 MHZ 400 MHZ 450 MHZ 550 MHZ TOTAL
MILES MILES MILES MILES MILES MILES
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Starkville, MS 194.5 194.5
- ---------------------------------------------------------------------------------------------------------------------------------
Philadelphia, MS 51 119 170
- ---------------------------------------------------------------------------------------------------------------------------------
Kosciusko, MS 125.8 125.8
- ---------------------------------------------------------------------------------------------------------------------------------
Forest, MS 17 137 154
- ---------------------------------------------------------------------------------------------------------------------------------
Subtotal, MS 17 382.5 244.8 644.3
- ---------------------------------------------------------------------------------------------------------------------------------
Highlands, NC 128 128
- ---------------------------------------------------------------------------------------------------------------------------------
Barnwell, SC 111.2 197.3 308.5
- ---------------------------------------------------------------------------------------------------------------------------------
Bennettsville, SC 6 139 145
- ---------------------------------------------------------------------------------------------------------------------------------
Subtotal, SC 111.2 6 197.3 139 453.5
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ALL SYSTEMS 128.2 510.5 6 442.1 139 1,225.8
- ---------------------------------------------------------------------------------------------------------------------------------
Percent of Total 10.5% 41.6% 0.5% 36.1% 11.3% 100.0%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The reality of competition from DBS, SMATV and MMDS and the lack of excess
channel capacity in certain of the Partnership's Systems suggest that a rebuild
or upgrade of all of the Systems with a current capacity of less than 450 MHz
would be prudent over the next several years. The Partnership plans to upgrade
substantially all of the Systems to a bandwidth of at least 450 MHz over the
next three years; however, there are no current franchise requirements to
rebuild or upgrade any of the Systems. None of the Systems are currently
addressable.

The quality of broadcast signals that can be received off-air varies among the
different System Operating Groups from good to poor, and the communities that
receive good off-air signals typically have a lower subscriber penetration rate.
Selected subscribers in the Starkville System Operating Group have the option of
receiving service from Wireless One, a MMDS operator. Management of the
Partnership does not believe that MMDS operators will have a further material
negative effect on the Systems in the future. Additionally, selected homes in
the community of Sapphire Valley in the Highlands system have been overbuilt by
a small operator. Although competition from DBS providers exists in areas served
by the Systems, such competition has not had a material effect on the
Partnership's operations to date.

On May 5, 1995, the Federal Communications Commission ("FCC") announced the
adoption of a simplified set of rate regulation rules that will apply to "small"
cable systems, defined as a system serving 115,000 or fewer subscribers, that
are owned by "small" companies, defined as a company serving 400,000 or fewer
subscribers. Under the FCC's definition, the Partnership is a "small" company
and each of the Partnership's Systems are "small" systems. Maximum permitted
rates under these revised rules are dependent on several factors including the
number of regulated channels offered, net asset basis of plant and equipment
used to deliver regulated services, the number of subscribers served and a
reasonable rate of return.

On February 8, 1996, the Telecommunications Act of 1996 (the "1996 Act") became
law. The 1996 Act eliminated all rate controls on cable programming service
tiers ("CPSTs") of "small" cable systems, defined by the 1996 Act as systems
serving fewer than 50,000 subscribers owned by operators serving fewer than 1%
of all subscribers in the United States (approximately 600,000 subscribers).
Under the 1996 Act, all of the Partnership's Systems qualify as "small" cable
systems.

D-3
<PAGE> 141
As of March 31, 1999, six of the Partnership's Systems have received
notification that local franchising authorities have elected to certify to
regulate basic rates. Based on Northland's analysis, the rates charged by the
Systems are within the maximum rates allowed under FCC rate regulations.

STARKVILLE, MISSISSIPPI

The Starkville, Mississippi System Operating Group is the largest of the seven
System Operating Groups with subscribers located in Oktibbeha County,
Mississippi, which is approximately 125 miles northeast of Jackson, Mississippi.
The City of Starkville serves as the County Seat and is the home of Mississippi
State University, which has an enrollment of approximately 12,000 students and
features a leading, nationally recognized veterinary medicine program. The
University is the largest employer in Starkville. Also located in Starkville is
the Mississippi Research and Technology Park, a long-range economic development
project initiated through the joint efforts of the City of Starkville, Oktibbeha
County, Mississippi State University and local businesses.

As noted previously, the Starkville system faces limited competition from
Wireless One, a MMDS operator. Additionally, the City of Starkville has formed
an exploratory committee to assess the feasibility of building a cable system.
In consideration of the fact that the City also owns the local power company,
there is at least a potential threat that the City will move forward with a
hardwire overbuild of the Starkville system with a bundled telecommunications
strategy. Additionally, there is a small independent cable operator who has
overbuilt approximately 12 homes in a low density area of Oktibbeha County.

As of March 31, 1999, the Starkville System Operating Group passed 11,085
estimated homes and served 8,097 equivalent basic subscribers, for a penetration
rate of 73.0%. This penetration rate is the fourth highest of the seven System
Operating Groups. There are currently five franchises covering this group, with
franchise expiration dates ranging from November 7, 2005 to June 30, 2010. The
Starkville System Operating Group accounts for approximately 25% of the
Partnership's equivalent basic units.

The Starkville System Operating Group is comprised of two systems, each with one
headend, located in Starkville and Maben, Mississippi. The Starkville System
Operating Group was acquired in 1986 and has approximately 195 miles of plant,
97% of which is aerial. Currently, 100% of the plant is capable of passing 330
MHz. Within a period of two years, the Partnership will complete its rebuild of
the Starkville system to 550 MHz and the Maben system to 400 MHz. The financial
forecasts prepared by Daniels take into account such capital projects, among
others.

The Starkville system offers three levels of non-premium service: Economy Basic
service, consisting of 11 primarily broadcast and local origination channels,
for $14.00; Standard Basic service, consisting of the 11 Economy Basic channels
plus an additional 21 satellite channels, for $25.95; and Specialty Tier
service, consisting of the 32 Standard Basic channels plus an additional eight
satellite channels, for $34.45. The Maben system offers 29 channels of Standard
Basic service for $25.50. Both systems offer HBO and Showtime, while the
Starkville system also offers Cinemax and The Disney Channel. The last rate
increase was implemented on August 1, 1998.

BARNWELL, SOUTH CAROLINA

The Barnwell System Operating Group was acquired by the Partnership in January
1998. Barnwell is the second largest System Operating Group, passing 12,125
estimated homes in the communities of Barnwell, Allendale and Bamberg, South
Carolina and serving 5,941 equivalent basic subscribers as of March 31, 1999.
The areas served by the Barnwell System Operating Group are located in Southern
South Carolina, approximately 60 miles south of Columbia, South Carolina. The
economy is based primarily on manufacturing and agricultural activities. The
largest employer in the area is the Savannah River Site nuclear plant. Other
major employers that employ in excess of 500 people include Sara Lee, Ducane
Heating Corporation and Dixie Narco, a soft drink vending machine manufacturer.
The overall penetration rate in this System Operating Group is 49.0%. The
Barnwell System Operating Group is covered by 12 franchises which expire between
January 8, 2000 and July 16, 2012. The Barnwell System Operating Group accounts
for approximately 18% of the Partnership's equivalent basic subscribers.

D-4
<PAGE> 142
The Barnwell System Operating Group is comprised of three systems, each with one
headend, located in Barnwell, Allendale and Bamberg, South Carolina. The
Barnwell System Operating Group includes 309 miles of plant, of which
approximately 84% is aerial. Approximately 64% of the plant is capable of
passing 450 MHz, and approximately 36% can pass 300 MHz. Over the next two
years, the Partnership will complete its rebuild of the entire System Operating
Group to 450 MHz. The financial forecasts prepared by Daniels take into account
such capital projects, among others.

The Barnwell system offers two levels of non-premium service: Economy Basic
service, consisting of 13 primarily broadcast and local origination channels,
for $10.26; and Standard Basic service, consisting of the 13 Economy Basic
channels plus an additional 15 satellite channels, for $29.65. Both the
Allendale and Bamberg systems offer Economy Basic service, comprised of 12
channels, for $10.40; and Standard Basic service, comprised of 12 Economy Basic
channels plus an additional 24 channels, for $30.58. The Barnwell system offers
HBO, The Disney Channel, Showtime and The Movie Channel. The Allendale and
Bamberg systems offer the four aforementioned premium channels plus Cinemax. The
last rate increase was implemented on March 1, 1998.

BENNETTSVILLE, SOUTH CAROLINA

The Bennettsville System Operating Group was acquired by the Partnership in
January 1998. The city of Bennettsville is located approximately 100 miles
northeast of Columbia, South Carolina and is the county seat of Marlboro County.
The economy is based primarily on manufacturing and agricultural activities,
with the three largest employers being Mohawk Carpet, United Technologies
Automotive and Williamette Industries. As of March 31, 1999, the Bennettsville
System Operating Group passed 9,090 estimated homes and served 4,918 equivalent
basic subscribers, for a penetration rate of 54.1%. The Bennettsville System
Operating Group represents a single headend located in Bennettsville, South
Carolina, and covers five franchised areas. The five franchises covering this
System Operating Group expire between June 10, 2006 and August 30, 2007. The
Bennettsville System Operating Group accounts for approximately 15% of the
Partnership's equivalent basic subscribers.

The Bennettsville System Operating Group includes 145 miles of plant, of which
approximately 81% is aerial. Approximately 96% of the plant is capable of
passing 550 MHz and approximately 4% can pass 400 MHz. By the end of 2000, the
Partnership is planning to upgrade the small portion of the system that is
currently not capable of passing 550 MHz. The financial forecasts prepared by
Daniels take into account this capital project, among others.

The Bennettsville system offers three levels of non-premium service: Economy
Basic service, consisting of 11 primarily broadcast and local origination
channels, for $7.57; Standard Basic service, consisting of the 11 Economy Basic
channels plus an additional 18 satellite channels, for $19.10; and Super Basic
service, consisting of the 29 Standard Basic channels plus an additional 19
satellite channels, for $26.67. The Bennettsville system offers HBO, Cinemax,
The Disney Channel, Showtime, The Movie Channel and Encore. The last rate
increase was effective May 1, 1998. Service rates at Bennettsville are lower
than the average rates charged by the Systems due to the aggressive pricing
strategy effected by the system's prior owner in response to entry into the
market by an overbuilder, who has subsequently ceased operating in the market.
Northland indicates that significant rate adjustments will be implemented over
the next few years to get the Bennettsville system more in line with average
rates charged by the Systems.

KOSCIUSKO, MISSISSIPPI

Kosciusko is the fourth largest of the seven System Operating Groups, consisting
of two systems, each with one headend, located in Kosciusko and Carthage,
Mississippi, approximately 70 miles northeast of Jackson, Mississippi. The local
economy is based primarily on manufacturing and agricultural activities with
three of the largest employers being Choctaw Maid Farms, Inc., Choctaw
Manufacturing Enterprise and Interstate Industries, Inc. The Kosciusko System
passes 5,440 estimated homes and serves 4,350 equivalent basic subscribers as of
March 31, 1999, for a penetration rate of 80.0%. There are three franchise
agreements covering the Kosciusko System Operating Group, expiring between March
13, 2003 and April 4, 2010. The Kosciusko System Operating Group accounts for
approximately 13% of the Partnership's equivalent basic subscribers.

D-5
<PAGE> 143
The Kosciusko System Operating Group consists of 126 miles of plant, of which
approximately 94% is aerial. Both the Kosciusko and Carthage plants are capable
of passing 450 MHz. The Partnership currently has no plans for a rebuild of the
systems.

The Kosciusko and Carthage systems offer three levels of non-premium service:
Economy Basic service, consisting of 12 primarily broadcast and local
origination channels, for $15.00; Standard Basic service, consisting of the 12
Economy Basic channels plus an additional 19 satellite channels, (18 for
Carthage), for $25.95 in Kosciusko and $25.50 in Carthage; and Specialty Tier
service, consisting of the 31 Standard Basic channels (30 for Carthage) plus an
additional 10 satellite channels, for $34.45 in Kosciusko and $34.00 in
Carthage. Both Systems offer HBO, Cinemax, The Disney Channel and Showtime. The
last rate increase was implemented on August 1, 1998.

PHILADELPHIA, MISSISSIPPI

The Philadelphia System Operating Group serves communities in central
Mississippi through a single headend located in Philadelphia, Mississippi. The
city of Philadelphia is located approximately 80 miles northeast of Jackson,
Mississippi and is the County Seat. Philadelphia's economy is based primarily on
manufacturing with the largest employer being U.S. Electrical Motors.
Additionally, the gaming industry, highlighted by the Silver Star Casino and
Hotel (500+ rooms), owned by the Choctaw Indian Reservation, has added growth to
the local economy. As of March 31, 1999, the Philadelphia System Operating Group
passed 4,395 estimated homes and served 3,851 equivalent basic subscribers, for
a penetration rate of 87.6%. This penetration rate is the highest of the seven
System Operating Groups. The Philadelphia System Operating Group includes a
single headend located in Philadelphia, Mississippi, and has four franchise
agreements expiring between March 20, 2009 and June 3, 2017. The Philadelphia
System Operating Group accounts for approximately 12% of the Partnership's
equivalent basic subscribers, resulting largely from the Silver Star Casino
Hotel.

The Philadelphia System Operating Group includes 170 miles of plant, of which
approximately 96% is aerial. Approximately 70% of the plant is capable of
passing 450 MHz and approximately 30% can pass 330 MHz. Over the next two years,
the Partnership is planning to complete a rebuild of the entire system to 450
MHz. The financial forecasts prepared by Daniels take into account this capital
project, among others.

The Philadelphia system offers three levels of non-premium service: Economy
Basic service, consisting of 12 primarily broadcast and local origination
channels, for $15.00; Standard Basic service, consisting of the 12 Economy Basic
channels plus an additional 16 satellite channels, for $25.50; and Specialty
Tier service, consisting of the 28 Standard Basic channels plus an additional 10
satellite channels, for $34.75. The Philadelphia system offers HBO, Cinemax,
Showtime, Starz and Encore. The last rate increase was implemented on August 1,
1998 for all services and the Specialty Tier service rate was increased again on
May 1, 1999.

FOREST, MISSISSIPPI

The Forest, Mississippi System Operating Group serves communities in central
Mississippi. The local economy is primarily based on agricultural and
manufacturing activities. One of the largest industries in the area is poultry.
Nearly two million birds are dressed per week in Forest, which ranks as the
second-largest producer of broilers in the nation. As of March 31, 1999, the
Forest System Operating Group passed 3,735 estimated homes and served 3,222
equivalent basic subscribers for a penetration rate of 86.3%. This penetration
rate is the second highest of the seven System Operating Groups. There are
currently four franchises covering this System Operating Group, with franchise
expiration dates ranging from February 20, 2003 to October 17, 2010. The Forest
System Operating Group accounts for approximately 10% of the Partnership's
equivalent basic subscribers.

The Forest System Operating Group includes two systems, each with one headend,
located in Forest and Raleigh, Mississippi. The Forest System Operating Group
includes 154 miles of plant, 95% of which is aerial. Currently, 89% of the plant
is capable of passing 330 MHz and 11% is capable of passing 300 MHz. Over the
next two years, the Partnership is planning to rebuild the Forest system to 550
MHz. The small Raleigh system currently has no

D-6
<PAGE> 144
plans for further upgrade. The financial forecasts prepared by Daniels take into
account such capital projects, among others.

The Forest system offers three levels of non-premium service: Economy Basic
service, consisting of 13 primarily broadcast and local origination channels,
for $15.00; Standard Basic service, consisting of the 13 Economy Basic channels
plus an additional 17 satellite channels, for $25.95; and Specialty Tier
service, consisting of the 30 Standard Basic channels plus an additional eight
satellite channels, for $33.90. The Raleigh system offers 25 channels of
Standard Basic service for $23.95. The Forest system offers HBO, Cinemax,
Showtime, Encore and Starz, while the Raleigh system offers only HBO. The last
rate increase was implemented on August 1, 1998.

HIGHLANDS, NORTH CAROLINA

The Highlands System Operating Group is the smallest of the seven System
Operating Groups and serves the community of and areas surrounding Highlands,
North Carolina. The city of Highlands is located on a plateau of the Blue Ridge
Mountains where Georgia, North Carolina and South Carolina meet. The Highlands
region has long been a vacation destination for affluent families from many
Southern cities. The area is encircled by 200,000 acres of the End National
Forest. One of the main attractions of Highlands is the area's exclusive golf
clubs. As of March 31, 1999, the Highlands System Operating Group passed 4,190
estimated homes and served 2,584 equivalent basic subscribers, for a penetration
rate of 61.7%. The Highlands System Operating Group includes a single headend
located in Highlands, North Carolina, and has four franchise agreements expiring
between October 3, 1999 and June 2, 2013. The Highlands System Operating Group
accounts for approximately 8% of the Partnership's equivalent basic subscribers.
In keeping with the fluctuating occupancy of the area's homes throughout the
year, the system experiences seasonality in its subscriber base.

The Highlands System Operating Group includes 128 miles of plant, of which
approximately 78% is aerial. Currently, 100% of the plant is capable of passing
330 MHz. Over the next two years, the Partnership is planning to rebuild the
system to 450 MHz. The financial forecasts prepared by Daniels take into account
this capital project, among others.

The Highlands system offers two levels of non-premium service: Economy Basic
service, consisting of 17 primarily broadcast and local origination channels,
for $17.50; and Standard Basic service, consisting of the 17 Economy Basic
channels plus an additional 19 satellite channels, for $33.20. The Highlands
system offers HBO, Cinemax, The Disney Channel and Encore. The last rate
increase was effective February 1, 1999.

VALUATION METHODOLOGY

In order to appraise the fair market value of the assets of the Partnership,
Daniels applied two valuation methodologies to each of the seven System
Operating Groups: (i) discounted cash flow valuation; and (ii) comparable
private market transaction multiples analysis. The respective aggregate fair
market values of the Partnership's operating assets derived from each valuation
methodology were then compared, and a final value was derived.

DISCOUNTED CASH FLOW

The discounted cash flow valuation methodology ("DCF") measures the present
value of an entity's forecasted free cash flow from operations, defined as
pre-tax earnings before interest, taxes, depreciation and amortization
("EBITDA"), less capital expenditures ("Free Cash Flow"). The forecasted Free
Cash Flow was determined through a 10-year financial forecast prepared by
Daniels for each of the seven System Operating Groups, which provides for
detailed forecasts of revenue and operating expenses. In addition to Free Cash
Flow, and based upon the 10-year financial forecasts discussed above, a terminal
enterprise value was estimated for each of the seven System Operating Groups
assuming a sale at the end of year 10 (the "Terminal Enterprise Value"). This
Terminal Enterprise Value was based on a multiple of terminal EBITDA which
Daniels determined to be reasonable in light of comparable private market
transaction multiples of EBITDA.

D-7
<PAGE> 145
The revenue forecasts for each of the seven System Operating Groups were based
upon Daniels' forecasts of homes passed, subscriber penetration levels and rates
and non-subscriber based revenue sources. Expense forecasts were based primarily
on assumed rates of inflation over the forecast period and were adjusted for
particular growth characteristics of each of the seven System Operating Groups.
Capital expenditure forecasts were based upon costs associated with the
construction of new miles of plant, plant maintenance and rebuild/upgrade
requirements. Daniels did not include telephony or commercial data services
revenue, expenses or capital costs in its forecasts. Daniels did, however,
include residential data services revenue and expenses in its forecast where
warranted.

The forecasted Free Cash Flow and the Terminal Enterprise Value (together, the
"Forecasted Net Cash Flows") resulting from the 10-year financial forecasts
prepared by Daniels were discounted back to the present at a discount rate
representing the weighted average cost of capital for an array of entities
within the cable television industry that are capable of consummating an
acquisition similar in size to the acquisition of the Systems. The weighted
average cost of capital is a company's required rate of return necessary to
satisfy the expectations of both the debt and equity investors of a company.
Theoretically, an entity will be willing to pay a price for an investment as
high as the value that will allow it to equal or exceed its weighed average cost
of capital requirements.

Borrowing costs are different for every entity, depending primarily upon the
overall credit quality of the borrower and the quality of the collateral, if
any. In the cable television industry, many lending institutions often use the
prime rate as a benchmark for determining loan interest rates. Some borrowers
pay interest rates above the prime rate, while others are able to borrow at more
favorable rates below the prime rate. Daniels, therefore, has assumed that the
prime rate is a fair benchmark, within a margin of 25 to 50 basis points, of the
average cost of debt of an array of entities willing and financially able to
consummate an acquisition similar in size to an acquisition of the Systems. The
cost of equity was determined by sampling the current estimated private market
cost of equity for cable television investments and blending that with equity
return objectives of large publicly traded companies in this industry. Such
equity returns are those which would be required by experienced private equity
investors and publicly traded companies in cable television investments with
characteristics similar to those of the Systems. The weighted average cost of
capital Daniels derived for each of the discounted cash flow analyses was
13.50%. Listed below are the estimates of the costs of debt and equity in the
capitalization structure as of the Valuation Date used to determine the discount
rate.

<TABLE>
<CAPTION>
ASSUMED CAPITAL STRUCTURE % OF TOTAL CAPITAL COST OF CAPITAL
- ------------------------- ------------------ ---------------
<S> <C> <C>
Debt 60.0% 7.5%
Equity 40.0% 22.5%
Estimated Weighted Average Cost of Capital 100.0% 13.5%
</TABLE>

The combined aggregate fair market value of the Systems derived from this
analysis is $73.3 million, which is equal to 10.9x estimated annualized run-rate
cash flow and $2,200 per equivalent basic subscriber.(1)

<TABLE>
<CAPTION>
DISCOUNTED CASH FLOW MULTIPLE OF ANNUALIZED
VALUATION RUN-RATE CASH FLOW(1) VALUE PER EBU(1)
- -------------------- ---------------------- ----------------
<S> <C> <C>
$73,300,000 10.9x $2,200
</TABLE>

(1) Annualized run-rate cash flow for the three months ended 3/31/99 and EBUs
as of 3/31/99 have been adjusted for seasonality of the Highlands system.
The adjusted annualized run-rate cash flow for the Systems is estimated to
be $6.7 million and the adjusted EBU for the Systems is estimated to be
33,313.

D-8
<PAGE> 146
COMPARABLE PRIVATE MARKET TRANSACTION MULTIPLES

In addition to the DCF valuation methodology, Daniels also utilized the
comparable private market transaction multiples methodology, which is another
generally accepted valuation methodology used to correlate and validate the
findings of the DCF with the realities of the private market. Under this
methodology, Daniels has compared selected market multiples reported in sales of
cable television systems of similar size, markets and technical condition as the
Systems to selected operating statistics of the Systems. In the case of cable
television system transactions, the most commonly used market multiples are: (i)
a multiple of trailing three or six months annualized operating cash flow; and
(ii) the price per subscriber. The Systems' annualized operating cash flow for
the quarter ended March 31, 1999 will be used as a comparable statistic to the
annualized statistics reported in the comparable group of transactions.

COMPARABLE CABLE TELEVISION SYSTEM SALES

<TABLE>
<CAPTION>
Aggregate Value/ Close
System Buyer Seller Subs. Value (SM) Sub. Value/CF Date
- ------ ----- ------ ---- ---------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Riverside Co., CA Century Act 5 19,000 33.0 $1,737 9.2x Contract
Various, SD Mediacom Zylstra 14,300 21.5 1,500 9.4 Contract
Nitro, WV & Various TX Fanch Harmon 18,300 50.0 2,732 14.0 Jun-99
Various, MI Millennium Horizon 43,000 112.0 2,605 11.2 May-99
Buffalo, MN Bresnan Jones 14,550 27.0 1,856 9.8 Mar-99
CA-based MSO USA Media WestStar 45,000 84.0 1,867 9.0 Mar-99
Comm.

Livingston County, MI Fanch Multi- 16,000 42.0 2,625 10.0 Feb-99
Cablevision

Various, LA, TX Star Cable Illini 12,000 18.0 1,500 10.9 Feb-99
Cablevision
Hotsprings, Deadwood, TCl Duhamel 16,400 28.3 1,726 9.0 Feb-99
Blackhawk, SD Cable Frc.

Hanover, PA Susquehanna Hanover 16,700 33.4 2,000 11.5 Jan-99
Cable
Various, MI Bresnan Omega 25,900 40.0 1,545 9.0 Jan-99
Various, GA Jones Bresnan 24,000 $50.0 2,083 10.0 Dec-98
Communications

Payson, AZ NPG Cable / AZ Mark Twain 12,350 21.6 1,750 9.2 Sep-98
Various, TX, OK, KS, MO Classic CableOne 28,000 44.0 1,600 9.0 Aug-98
Communications

Total / Average 21,821 $604.8 $1,940 10.0x
</TABLE>

The comparable private market transactions analysis yields a cash flow multiple
range of 9.0x to 14.0x cash flow, with a weighted average of 10.0x cash flow.
Value per subscriber ranges from $1,500 to $2,732, with a weighted average of
$1,940 per subscriber.

MATERIAL RELATIONSHIPS

Daniels has no ownership position in Northland or the Partnership; however,
Daniels has at various times sold cable television systems to Northland while
representing other cable television operators and has sold cable television
systems on behalf of Northland. Daniels does not believe that these prior
relationships in any way affect its ability to fairly and impartially render the
opinion of value expressed herein.

D-9
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VALUATION SUMMARY

Based on the analysis using the valuation methodologies described above, the
estimated fair market value of the Systems as of the Valuation Date is
$73,300,000, representing 10.9x estimated annualized run-rate operating cash
flow and value per equivalent basic subscriber of $2,200.

THE CASH FLOW MULTIPLE IS SLIGHTLY HIGHER THAN THE WEIGHTED AVERAGE MULTIPLE BUT
WELL WITHIN THE RANGE OF MULTIPLES DERIVED FROM THE COMPARABLE PRIVATE MARKET
TRANSACTIONS ANALYSIS, AND EQUAL TO THE MULTIPLE DERIVED FROM THE DCF ANALYSIS.
THE VALUE PER EQUIVALENT BASIC SUBSCRIBER IS ALSO ABOVE THE WEIGHTED AVERAGE
VALUE BUT WELL WITHIN THE RANGE OF VALUES DERIVED FROM THE COMPARABLE PRIVATE
MARKET TRANSACTIONS ANALYSIS, AND EQUAL TO THE VALUE PER SUBSCRIBER DERIVED FROM
THE DCF ANALYSIS. IT IS WORTH NOTING THAT DANIELS IS CURRENTLY ACTING AS AN
ADVISOR ON SEVERAL COMPARABLE, NON-PUBLIC TRANSACTIONS WITH IMPLIED VALUATION
STATISTICS THAT SUPPORT OUR ANALYSIS OF VALUE OF THE SYSTEMS.

OUR OPINION OF VALUE EXPRESSED IN THIS APPRAISAL IS BASED ON FINANCIAL AND
OPERATING INFORMATION PROVIDED TO DANIELS BY THE PARTNERSHIP, AS WELL AS
PUBLISHED DEMOGRAPHIC INFORMATION PERTAINING TO THE PARTNERSHIP'S SERVICE AREAS.
WHILE DANIELS BELIEVES SUCH SOURCES TO BE RELIABLE AND ACCURATE, IT HAS NOT
INDEPENDENTLY VERIFIED ANY SUCH INFORMATION. THE VALUATION IS BASED ON
INFORMATION AVAILABLE TO DANIELS AS OF THE LATEST PRACTICABLE DATE. DANIELS
UNDERTAKES NO RESPONSIBILITY FOR UPDATING THIS OPINION TO REFLECT CHANGES IN THE
VALUE OF THE ASSETS SUBSEQUENT TO THE DATE OF THIS APPRAISAL, SUCH AS MARKET,
ECONOMIC, TECHNOLOGICAL, OPERATIONAL, GOVERNMENTAL AND OTHER CHANGES.

D-10
<PAGE> 148
EXHIBIT E

COMMUNICATIONS EQUITY ASSOCIATES APPRAISAL

July 1, 1999

Northland Cable Properties Six Limited Partnership
1201 Third Avenue, Suite 3600

Seattle, WA 98101

Communications Equity Associates, Inc. ("CEA") is pleased to submit the
results of our valuation analysis of the assets of the cable television systems
(the "Cable Systems") owned by Northland Cable Properties Six Limited
Partnership ("NCP-Six" or the "Partnership") as of the date of this report. It
is our understanding that the values determined by this analysis will be used in
connection with the anticipated dissolution and liquidation of the Partnership.

We hereby express our opinion of the fair market value of the assets of
the Cable Systems, free and clear of all liens, liabilities and encumbrances.
"Fair Market Value" is defined as the price which could be negotiated in an
arm's length free market transaction between a willing seller and a willing
buyer, neither of whom is under undue pressure of compulsion to complete the
transaction. We hereby express no opinion as to the fairness of any transaction
involving the Cable Systems.

Based on the analysis detailed in this report and subject to the limiting
conditions listed in this report, it is the opinion of Communications Equity
Associates that, as of the date of this report the fair market value of the
assets of the Cable Systems is $74,600,000.

This valuation is intended solely for your use for the purpose stated
above, and is not intended for general publication or circulation. Since these
value conclusions are the result of certain specific assumptions, and since
these assumptions may not be relevant for other purposes, these values should
not be used for any other purpose.

In performing this analysis, CEA relied substantially on financial and
operational information provided by management of the Partnership and by Cable
System personnel. CEA did not independently verify this information and can
therefore accept no responsibility as to its accuracy.

The fee CEA has been paid for the valuation services performed is in no
way contingent upon the results of CEA's analysis. CEA is independent of both
Northland and NCP-Six, and neither CEA nor any of its employees involved in this
valuation have a financial interest in Northland nor any of its affiliated
companies, in NCP-Six, nor in the Cable Systems. To the best of CEA's knowledge
and belief, all statements contained in this report are true and correct, and no
important information has been knowingly withheld. This valuation has been
prepared to conform with the Uniform Standards of Professional Appraisal
Practice as promulgated by the American Society of Appraisers.

Respectfully submitted,

/s/ Communications Equity Associates, Inc.

Communications Equity Associates, Inc.

E-1
<PAGE> 149
LIMITING CONDITIONS

1. CEA offers no opinions on either the potential effect of current or future
FCC regulations on the cash flow of the Cable Systems, or on the
Partnership's strategy in dealing with these regulations. The value
conclusions derived herein were based on the assumption that the current
rates of the Cable Systems are in compliance with current FCC regulations,
and that no future refund liability is associated with the Cable Systems.

2. This valuation is based on CEA's assessment of market conditions as of the
date of this report, and assumes that market, regulatory and other
conditions remain static. Changes in the economy as well as additional
rule-making by the FCC could have a material effect on the values herein
derived.

3. CEA cannot guarantee that a buyer could be found for the Cable Systems at
the value herein determined, or at any rational price.

4. As part of this analysis, CEA relied substantially on historical and
projected financial and operational information provided by management of
the Partnership. CEA did not independently verify this information and can
therefore accept no responsibility as to its accuracy.

5. CEA hereby expresses no opinion as to the fairness of any transactions
involving the Cable Systems or the shares of the Partnership.

6. CEA specifically prohibits the use of these value conclusions in all
matters related to the solvency of the Partnership. Since we have not
undertaken an analysis of the debt of the Partnership, we can make no
representations as to whether the fair salable value of the Partnership's
assets exceeds the Partnership's debt, whether the Partnership will be
able to meet its debt obligations as they come due, or whether the
Partnership is reasonably capitalized.

7. CEA did not conduct a detailed technical evaluation of the Cable Systems,
but instead relied on information provided by management of the
Partnership and Cable Systems' employees in assessing the technical
condition of the Cable Systems.

8. CEA has assumed that the Cable Systems, as currently operated, are in
material compliance with all franchise, regulatory, and FCC requirements.
CEA did not independently verify compliance with these requirements.

E-2
<PAGE> 150
TABLE OF CONTENTS

<TABLE>
<S> <C>
SECTION

1. OVERVIEW OF ANALYSIS

- BACKGROUND AND DESCRIPTION OF ANALYSIS................................................1
- DEFINITION OF FAIR MARKET VALUE.......................................................1
- DESCRIPTION OF VALUATION METHODOLOGY..................................................1

2. CABLE SYSTEMS OVERVIEW

- STARKVILLE, MS........................................................................3
- PHILADELPHIA, MS......................................................................3
- KOSCIUSKO, MS.........................................................................4
- FOREST, MS............................................................................4
- HIGHLANDS, NC.........................................................................4
- BARNWELL, SC..........................................................................5
- BENNETTSVILLE, SC.....................................................................5
- FINANCIAL SUMMARY.....................................................................6

3. VALUATION

- DISCOUNTED CASH FLOW APPROACH.........................................................7
- MARKET APPROACH.......................................................................7
- VALUE CONCLUSION......................................................................8
- CABLE SYSTEM STATISTIC................................................................9
</TABLE>

E-3
<PAGE> 151
1. OVERVIEW OF ANALYSIS

- BACKGROUND AND DESCRIPTION OF ANALYSIS

- DEFINITION OF FAIR MARKET VALUE

- DESCRIPTION OF VALUATION METHODOLOGY

E-4
<PAGE> 152
OVERVIEW OF ANALYSIS

BACKGROUND AND DESCRIPTION OF ANALYSIS

Communications Equity Associates ("CEA") has been retained by Northland
Cable Properties Six Limited Partnership ("NCP-Six" or the "Partnership") to
determine the fair market value of the assets of the cable television systems
(the "Cable Systems") owned by the Partnership as of the date of this report. It
is CEA's understanding that the values determined by this analysis will be used
in connection with the anticipated dissolution and liquidation of the
Partnership.

As part of this analysis, CEA requested and obtained from Partnership
management detailed historical and projected financial and operating information
pertaining to the Cable Systems. Additionally, CEA visited and toured
significant portions of the cable service area and had discussions regarding the
operations of the Cable Systems with Partnership management and employees. CEA
has not conducted a technical analysis of the cable plant, and has therefore
relied on assertions made by Cable Systems' management regarding the technical
performance of the cable plant.

DEFINITION OF FAIR MARKET VALUE

For the purpose of this appraisal, "Fair Market Value" is defined as the
price which could be negotiated in an arm's length free market transaction
between a willing seller and a willing buyer, neither of whom is under undue
pressure of compulsion to complete the transaction.

DESCRIPTION OF VALUATION METHODOLOGY

CEA used the discounted cash flow approach and the market approach in
determining the fair market value of the assets of the Cable Systems. In the
discounted cash flow approach, the value of an asset is determined by
calculating the total present value of the future cash flows generated by the
asset. In the case of the assets of cable television systems, the value is
usually calculated as the present value of the free cash flow (operating cash
flow less capital expenditures) of the system, using a weighted average cost of
debt and equity capital as the discount rate, with a terminal value at the end
of the projection period calculated based on a multiple of the operating cash
flow of the cable system. In the market approach, the value of an asset is
determined based on a comparison with market transactions involving comparable
assets. In order to facilitate this comparison, the respective purchase prices
of the comparable assets are expressed as ratios based on a relevant operating
statistic, typically earnings or cash flow. In the case of cable television
systems, the purchase price of a system is usually expressed as a multiple of
the operating cash flow of the system. The appropriate multiple is then applied
to the operating cash flow of the subject system in order to determine its
value.

E-5
<PAGE> 153
2. CABLE SYSTEMS OVERVIEW

- STARKVILLE, MS

- PHILADELPHIA, MS

- KOSCIUSKO, MS

- FOREST, MS

- HIGHLANDS, NC

- BARNWELL, SC

- BENNETTSVILLE, SC

- FINANCIAL SUMMARY

E-6
<PAGE> 154
DESCRIPTION OF CABLE SYSTEMS

The Partnership owns Cable Systems that serve certain areas of Mississippi
and the Carolinas. In Mississippi, the Partnership owns cable systems that serve
the operating regions of Starkville, Philadelphia, Kosciusko and Forest, as well
as several nearby smaller towns. In the Carolinas, the Partnership's operating
areas serve Highlands, NC; Barnwell, SC and nearby areas, and Bennettsville, SC.
Relevant statistics for each of these system groups as of March 31, 1999 are
displayed in the system statistics table attached to this report.

STARKVILLE, MS

The Starkville, MS operating group consists of two cable systems that
serve the towns of Starkville and Maben, MS. At March 31, 1999, the Starkville
group passed an estimated 11,085 homes with approximately 195 miles of plant,
for an overall estimated home density of 57 homes per mile. At that time, the
group served 8,097 basic subscribers from two headends, for a basic penetration
of 73.0%.

The Starkville area is home to Mississippi State University, and the area
benefits from the school's economic impact. Home growth in the Starkville area
has been steady as the growth of the university has led to the need for new
housing for students, teachers and support staff, as well as new roads and other
community growth. In Starkville, the cable system competes in certain areas with
Wireless One, an MMDS operator, and has also seen competition from DBS.

Both the Starkville and the Maben cable systems operate at 330 MHz. The
Starkville system offers 44 channels, while the Maben system offers 31 channels.
The systems are not addressable and do not offer pay-per-view services. The
Partnership plans to upgrade both systems to a minimum of 550 MHz and 400 MHz,
respectively during the next two years.

PHILADELPHIA, MS

The Philadelphia, MS cable system is served from one headend. At March 31,
1999, the Philadelphia system passed an estimated 4,395 homes with approximately
170 miles of plant, for an overall estimated home density of 26 homes per mile.
At that time the cable system served 3,851 basic subscribers, for a basic
penetration of 87.6%.

While the city of Philadelphia is growing moderately, the cable service
area includes the nearby Choctaw Indian reservation, which is experiencing
significant home growth. The area benefits economically from the Silver Star
Casino, which is located on the reservation.

The Philadelphia system currently operates at 330 MHz, but the Partnership
is in the process of upgrading the system to 450 MHz, with about 70% of the
upgrade complete at this time, and the rest to be done within the next few
years. The Philadelphia system currently offers 43 channels of programming, with
no pay-per-view.

KOSCIUSKO, MS

The Kosciusko, MS operating group consists of two cable systems that serve
the towns of Kosciusko and Carthage, MS. At March 31, 1999, the Kosciusko group
passed an estimated 5,440 homes with approximately 126 miles of plant, for an
overall estimated home density of 43 homes per mile. At that time, the group
served 4,350 basic subscribers from two headends, for a basic penetration of
80.0%.

Both the Kosciusko and the Carthage cable systems operate at 450 MHz, and
the systems offer 45 and 44 channels of programming, respectively. The Kosciusko
system is designed at 550 MHz, while the Carthage system is designed at 450 MHz.
Neither system is addressable.

E-7
<PAGE> 155
FOREST, MS

The Forest, MS operating group currently consists of two cable systems
that serve the towns of Forest and Raleigh, MS. At March 31, 1999, the Forest
group passed an estimated 3,735 homes with approximately 154 miles of plant, for
an overall estimated home density of 24 homes per mile. At that time, the group
served 3,222 basic subscribers from two headends, for a basic penetration of
86.3%.

Forest is located east of Jackson, MS along interstate 20. The area's
economy includes several large poultry processing plants. Forest and Raleigh are
the county seats of Scott County and Smith County, respectively. The Forest
system also serves the town of Morton, MS.

The Forest and the Raleigh systems operate at 330 MHz and 300 MHz,
respectively. The Forest system offers 43 channels of programming, while the
Raleigh system offers just 25 channels. Neither system is addressable. The
Partnership plans to rebuild the Forest system in the near future to a 550 MHz
design, with activation at 450 MHz. The smaller Raleigh system currently has no
plans for further upgrade.

HIGHLANDS, NC

The Highlands, NC cable system is served from a single headend. At March
31, 1999, the Highlands system passed an estimated 4,190 homes with
approximately 128 miles of plant, for an overall estimated home density of 33
homes per mile. At that time, the system served 2,584 basic subscribers for a
basic penetration of 61.7%.

Highlands is a resort area located in western North Carolina near the
Georgia state line. The system operates at 330 MHz and offers 40 channels of
programming. The Partnership plans to rebuild the Highlands system to 450 MHz,
with the rebuild slated for completion by late in the year 2000.

BARNWELL, SC

The Barnwell, SC operating group includes three cable systems that serve
the towns of Barnwell, Allendale and Bamberg, SC. At March 31, 1999, the
Barnwell operating group passed an estimated 12,125 homes with approximately 309
miles of plant, for an overall estimated home density of 39 homes per mile. At
that time, the group served 5,941 basic subscribers from three headends, for a
basic penetration of 49.0%.

The Barnwell group was purchased by the Partnership in 1998. The towns
served by the group are not growing and some show signs of economic decline. The
service area is located near the Savannah River in Barnwell, Allendale and
Bamberg Counties, with the systems three main towns being the county seats of
those counties.

The cable plant in Allendale and Bamberg has been rebuilt to 450 MHz, with
550 MHz spacing. The Barnwell plant is in the process of being rebuilt, with
about 25 percent of the plant at 450 MHz, and the remainder at 300 MHz. The
Barnwell rebuild is planned to continue through 2001. The Barnwell system
currently offers 32 channels of programming, while the Bamberg and Allendale
systems currently offer 41 channels each.

BENNETTSVILLE, SC

The Bennettsville, SC cable system is served from one headend. At March
31, 1999, the Bennettsville system passed an estimated 9,090 homes, with
approximately 145 miles of plant, for an overall estimated home density of 63
homes per mile. At that time the cable system served 4,918 basic subscribers,
for a basic penetration of 54.1%.

Bennettsville is located in northeastern South Carolina near the North
Carolina state line. It is the county seat of Marlboro County and the only town
of its size in the county. The area has experienced economic difficulty lately,
with an unemployment rate in the high teens and a declining downtown area.

E-8
<PAGE> 156
The Bennettsville system is in the process of being rebuilt to 550 MHz,
with about 96% of the rebuild completed at this time. The system offers 54
channels of programming.

FINANCIAL SUMMARY

For the three months ended March 31, 1999, the Cable Systems generated
combined annualized revenue of $14,363,656, or $36.31 per basic subscriber. The
Cable Systems for the same period had combined annualized operating cash flow of
$6,731,196, resulting in a 47% operating cash flow margin.

E-9
<PAGE> 157
3. VALUATION

- DISCOUNTED CASH FLOW APPROACH

- MARKET APPROACH

- VALUE CONCLUSION

- CABLE SYSTEM STATISTICS

E-10
<PAGE> 158
VALUATION

DISCOUNTED CASH FLOW APPROACH

Financial projections, including all assumptions regarding operations and
future capital expenditures were prepared by CEA based on historical and
projected financial and operational information provided by the Partnership.

The discount rate used in this analysis was derived using a weighted
average cost of capital. Based on CEA's recent experience in the cable system
transaction market, it is CEA's opinion that equity investors in cable systems
would likely require a 25 percent return in order to justify the equity
investment. Additionally, based on CEA's recent experience in raising debt
financing for cable operators, a lender would likely charge an interest rate of
approximately 8 percent and would likely be willing to lend up to 60 percent of
asset value at that rate. Thus, the likely typical weighted average cost of
capital that a buyer would experience in purchasing the assets of the subject
Cable Systems can be calculated as follows:

<TABLE>
<S> <C> <C>
60 percent debt at a rate of 8% = .60 X 8% = 4.8%
40 percent equity at a rate of 25% = .40 X 25% = 10.0%

Weighted Average Cost of Capital = 14.8%
</TABLE>

The terminal value of the Cable Systems was calculated by multiplying the
free cash flow of the Cable Systems in the final year of the projection period
by an appropriate cash flow multiple.

The application of the discounted cash flow approach resulted in a total
present value indication for the Cable Systems of $74,600,000. This value is
equivalent to 11.1 times running rate operating cash flow for the Cable Systems,
or $2,263 per basic subscriber.

MARKET APPROACH

In the first six months of 1999, prices paid for cable television systems
increased dramatically over past prices, as the consolidation of the industry
accelerated rapidly. In recent years, prices paid for cable television systems
have generally ranged from 8 to 12 times operating cash flow. During 1999, this
cash flow multiple range increased and widened to a level of 11 to 19 times cash
flow.

Many of the transactions announced during this time period were very large
transactions involving target companies with over 1 million subscribers. The
increase in prices was attributable to, among other things, the advent of
Internet service, the desire of top players in the industry to increase their
size quickly, and the recent increase in cable public stock values, which gave
these large players an inexpensive currency with which to buy.

With the larger buyers focused on increased size and the smaller potential
buyers unable to pay higher prices, there have been fewer transactions involving
cable systems of comparable size and markets to the subject Cable Systems, and
as a result, the prices paid in such transactions have not increased as
dramatically as the prices paid for the very large cable operators.

The table below highlights several transactions involving systems of
similar size and markets to the subject Cable Systems. In these transactions,
the prices paid range from 9.2 to 12.7 times operating cash flow, with a
weighted average of 10.8 and a median of 11.3. Prices per subscriber range from
$1,500 to $2,755 with a weighted average of $2,313 and a median of $2,134.

E-11
<PAGE> 159
<TABLE>
<CAPTION>
Price CF Value/
Date System Seller Buyer (mil) Subs Multiple Sub
- ---- ------ ------ ----- ----- ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
May 99 NC, SC, MS, OK, GA Genesis Benchmark $128 51,000 12.1 $2,510
Feb 99 CA, NM, CO, ND, etc. Scott Cable Interlink 165 77,000 9.2 $2,134
Feb 99 Various LA, TX Illini Cablevision Star Cable 18 12,000 10.9 $1,500
Feb 99 MI, IN Michiana Cable Ohio Cablevision 11 6,000 11.3 $1,909
Jan 99 Various PA Raystay Lenfest 92 33,000 12.7 $2,755

Wt. Average 10.8 $2,313
Median 11.3 $2,134
</TABLE>

Based on these transactions, as well as on CEA's current experience in the
cable system transaction market, it is CEA's opinion that a cash flow multiple
of 11.0 is appropriate in valuing the Cable Systems. Applying this multiple to
the Cable Systems' annualized operating cash flow of S6,731,196 yields a value
indication from the market approach of $74,043,156. This value, which is
equivalent to $2,246 per subscriber, correlates well with the results of the
discounted cash flow approach.

VALUE CONCLUSION

CEA used the discounted cash flow approach and the market approach to
determine the fair market value of the assets of the Cable Systems. Based on
this analysis and Subject to the limiting conditions listed in this report, it
is the opinion of Communications Equity Associates that, as of the date of this
report the fair market value of the assets of the Cable Systems is $74,600,000.

E-12
<PAGE> 160
NCP SIX CABLE SYSTEM STATISTICS
AS OF MARCH 31, 1999

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
STARKVILLE PHILADELPHIA KOSCIUSKO FOREST
MS MS MS MS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HOMES PASSED 11,085 4,395 5,440 3,735
- ------------------------------------------------------------------------------------------------------------
BASIC SUBSCRIBERS 8,097 3,851 4,350 3,222
- ------------------------------------------------------------------------------------------------------------
Basic Pen % 73.0% 87.6% 80.0% 86.3%
- ------------------------------------------------------------------------------------------------------------
PAY UNITS 2,930 1,450 1,371 1,442
- ------------------------------------------------------------------------------------------------------------
Pay Pen % 36.2% 37.7% 31.5% 44.8%
- ------------------------------------------------------------------------------------------------------------
MILES OF PLANT 194.5 170 125.8 154
- ------------------------------------------------------------------------------------------------------------
Home/Mile Density 57 26 43 24
- ------------------------------------------------------------------------------------------------------------
HEADENDS 2 1 2 2
- ------------------------------------------------------------------------------------------------------------
PLANT CAPACITY:
Headend 1 330 MHz 450 MHz - 70% 450 MHz 330 MHz
330 MHz - 30%
- ------------------------------------------------------------------------------------------------------------
Headend 2 330 MHz 450 MHz 300 MHz
- ------------------------------------------------------------------------------------------------------------
Headend 3
- ------------------------------------------------------------------------------------------------------------
1ST Q ANNUALIZED
- ------------------------------------------------------------------------------------------------------------
REVENUE $ 3,645,756 $ 1,633,004 $ 1,848,480 $ 1,414,784
- ------------------------------------------------------------------------------------------------------------
Rev/Sub/Mo $ 37.51 $ 35.54 $ 35.46 $36.59
- ------------------------------------------------------------------------------------------------------------
OCF (PRE CAP.) $ 1,753,776 $ 681,828 $ 885,716 $ 723,800
Margin 48.1% 41.8% 47.9% 51.2%
- ------------------------------------------------------------------------------------------------------------
Annual OCF/Sub $ 217 $178 $204 $225
- ------------------------------------------------------------------------------------------------------------
OCF (AFTER CAPITALIZATION)
Margin
- ------------------------------------------------------------------------------------------------------------
Annual OCF/Sub
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
HIGHLANDS BARNWELL BENNETTSVILLE
NC SC SC TOTAL
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HOMES PASSED 4,190 12,125 9,090 50,060
- ----------------------------------------------------------------------------------------------------------
BASIC SUBSCRIBERS 2,584 5,941 4,918 32,963
- ----------------------------------------------------------------------------------------------------------
Basic Pen % 61.7% 49.0% 54.1% 65.8%
- ----------------------------------------------------------------------------------------------------------
PAY UNITS 482 4,301 3,628 15,604
- ----------------------------------------------------------------------------------------------------------
Pay Pen % 18.7% 72.4% 73.8% 47.3%
- ----------------------------------------------------------------------------------------------------------
MILES OF PLANT 128 308.5 145 1,226
- ----------------------------------------------------------------------------------------------------------
Home/Mile Density 33 39 63 41
- ----------------------------------------------------------------------------------------------------------
HEADENDS 1 3 1 12
- ----------------------------------------------------------------------------------------------------------
PLANT CAPACITY:
Headend 1 330 MHz 300 MHz - 75% 550 MHz - 96%
450 MHz - 35% 440 MHz - 4%
- ----------------------------------------------------------------------------------------------------------
Headend 2 450 MHz
- ----------------------------------------------------------------------------------------------------------
Headend 3 450 MHz
- ----------------------------------------------------------------------------------------------------------
1ST Q ANNUALIZED
- ----------------------------------------------------------------------------------------------------------
REVENUE $ 1,036,216 $ 2,706,144 $2,079.272 $14,363,656
- ----------------------------------------------------------------------------------------------------------
Rev/Sub/Mo $32.86 $38.67 $35.59 $36.31
- ----------------------------------------------------------------------------------------------------------
OCF (PRE CAP.) $ 423,652 $ 990,764 $ 853,812 $ 6,313,348
Margin 40.9% 36.6% 41.1% 44.04%
- ----------------------------------------------------------------------------------------------------------
Annual OCF/Sub $161 $170 $175 $192
- ----------------------------------------------------------------------------------------------------------
OCF (AFTER CAPITALIZATION) 6,731,196
Margin 47%
- ----------------------------------------------------------------------------------------------------------
Annual OCF/Sub $ 205
- ----------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE> 161
FORM OF PROXY

NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP

For delivery at the special meeting of limited partners to be held on
March 22, 2000, and at any postponements or adjournments thereof.

SOLICITED ON BEHALF OF THE GENERAL PARTNERS

The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of limited partners of NORTHLAND CABLE PROPERTIES SIX LIMITED
PARTNERSHIP (the "Partnership") and accompanying Proxy Statement, each dated
_________________, 2000 ("Proxy Materials"). The undersigned appoints John S.
Whetzell and Richard I. Clark, or either of them, as proxies, each with full
power to appoint his substitute. The undersigned represents that he or she holds
of record as of December 31, 1999 the number of units of limited partnership
interest set forth below and authorizes the proxies to represent and to vote, as
designated below, all of such interest at the special meeting of Limited
Partners to be held on March 22, 2000 and at any adjournments thereof.

The undersigned directs the proxies to vote as follows:

APPROVE [ ] DISAPPROVE [ ] ABSTAIN [ ]

on the following:

The grant to the managing general partner of authority to sell the
cable systems and other assets owned by NCP-Six (the "Assets") to
Northland Communications Corporation or its assigns ("Northland"), to
dissolve and wind up the affairs of NCP-Six, to distribute the proceeds of
the liquidation and any remaining assets in accordance with the limited
partnership agreement and the Proxy Materials, and to take any action
deemed necessary or appropriate by it to accomplish the foregoing;
together with an amendment to the Amended and Restated Certificate and
Agreement of Limited Partnership of Northland Cable Properties Six Limited
Partnership, as such amendment is set forth in Exhibit B to the Proxy
Materials, to authorize NCP-Six to enter into an agreement with Northland
for the sale to Northland of the undivided portion of the Assets which is
attributable to the limited partners' and administrative general partner's
collective interest in NCP-Six, and the distribution to Northland,
in-kind, of the undivided portion of the Assets which are attributable to
the managing general partner's interest in NCP-Six, all on the terms and
conditions described in the Proxy Materials; and all such other and future
actions reasonably necessary to accomplish the foregoing.

Proxy Card
<PAGE> 162
This proxy will be voted as directed by the undersigned. The
above-referenced proposal is an integrated transaction. Therefore, limited
partners may not vote for or against individual elements of the proposed
transaction, but must vote either for or against the proposed transaction as a
whole. IF THIS PROXY IS EXECUTED AND RETURNED AND NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED TO APPROVE THE ABOVE-REFERENCED PROPOSAL.

When limited partner interests are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee, or guardian,
give full title as such. A corporation should sign in full corporate name by its
president or other authorized officer, and a partnership should sign in full
partnership name by its authorized representative.

DATED: ____________________, 2000

PLEASE SIGN EXACTLY AS NAME APPEARS BELOW

X___________________________________
(Signature)

X___________________________________
(Signature, if held jointly)

Number of Limited Partnership $500 Units Held: _____________________

PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Proxy Card