ENSTAR INCOME GROWTH PROGRAM SIX A L P, PREM14A, 2000-11-17

ENSTAR INCOME GROWTH PROGRAM SIX A L P
PREM14A, 2000-11-17
CABLE & OTHER PAY TELEVISION SERVICES

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AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER , 2000

PRELIMINARY PROXY STATEMENT
FILED ON SCHEDULE 14A

PRELIMINARY PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

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 Rule 14a-11(c) or Rule 14a-12

ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter and Person Filing Preliminary
Proxy Statement)

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:

Units of Limited Partnership Interest.
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(2) Aggregate number of securities to which transaction applies:

79,818
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(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):

The filing fee is based on the aggregate cash to be received by the
Registrant from the proposed sale of assets, which the Registrant
believes will be $16,416,000 multiplied by 1/50 of 1%.
--------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

$16,416,000
--------------------------------------------------------------------------------

(5) Total fee paid:

$3,283.20
--------------------------------------------------------------------------------

[ ] 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:

------------------------------------------------------------------------
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PRELIMINARY COPY

ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131

November , 2000

Dear Limited Partner:

As a holder of limited partnership units (also referred to as Units, and
the holders thereof being also referred to as Unitholders) of Enstar
Income/Growth Program Six-A, L.P. (also referred to as Enstar Six-A), you are
being asked to consider and vote upon a Liquidation Plan for Enstar Six-A which
consists of (a) the sale to Multimedia Acquisition Corp. of Enstar Six-A's
Tennessee cable television system, (b) the sale to Multimedia, in a separate
transaction, of Enstar Six-A's Illinois cable television system, and (c) the
subsequent dissolution, termination and liquidation of Enstar Six-A.

The aggregate purchase price payable to Enstar Six-A is approximately
$16,416,000, in cash. Liquidating distributions to the Unitholders are estimated
to be approximately $145 per Unit, after estimated closing adjustments and
expenses of liquidation, and subject to applicable withholding taxes. The
Liquidation Plan is more fully described in the attached Consent Solicitation
Statement.

Enstar Communications Corporation, the general partner of Enstar Six-A, is
proposing the Liquidation Plan, principally because it believes that capital
intensive technological developments, the emergence of large, well-financed
single-source providers of Internet, telephony and video services, and the
consolidation of the cable television industry are creating an environment in
which small cable television systems such as Enstar Six-A will find it difficult
or impossible to compete. In light of this and the liquidity that the
Liquidation Plan will provide, Enstar Communications has determined that
approving the Liquidation Plan is in the best interest of Enstar Six-A and the
limited partners.

Multimedia is not affiliated with Enstar Communications, Enstar Six-A or
any affiliate of either of them.

AS A CONDITION TO THE SALE AND SUBSEQUENT LIQUIDATION OF ENSTAR SIX-A, THE
HOLDERS OF AT LEAST A MAJORITY OF THE UNITS MUST APPROVE THE LIQUIDATION PLAN.
YOUR VOTE IS VERY IMPORTANT. ENSTAR COMMUNICATIONS RECOMMENDS THAT YOU COMPLETE
AND RETURN THE CONSENT CARD WITH A VOTE TO "APPROVE" THE LIQUIDATION PLAN.
PLEASE RETURN YOUR CONSENT CARD AS SOON AS POSSIBLE. IF YOU FAIL TO SEND IN YOUR
CONSENT CARD, IT WILL HAVE THE SAME EFFECT AS A VOTE TO "DISAPPROVE" THE
LIQUIDATION PLAN.

You are urged to carefully read the attached Consent Solicitation Statement
in its entirety for a complete description of the Liquidation Plan. If you have
any questions regarding the Liquidation Plan or need assistance in completing
and returning your consent card, please feel free to contact Enstar Six-A's
Soliciting Agent, Georgeson Shareholder Communications Inc. at (800) 223-2064.

Very truly yours,

Enstar Communications Corporation
General Partner
<PAGE> 3

PRELIMINARY COPY

ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131

NOTICE OF CONSENT SOLICITATION

November , 2000

To the Limited Partners of Enstar Income/Growth Program Six-A, L.P.:

NOTICE IS HEREBY GIVEN to the holders of limited partnership units (also
referred to as the Units and the holders thereof also being referred to as the
Unitholders) of Enstar Income/Growth Program Six-A, L.P., a Georgia limited
partnership (also referred to as Enstar Six-A or the Partnership), that Enstar
Communications Corporation, a Georgia corporation and the general partner of
Enstar Six-A (also referred to as Enstar Communications, the General Partner, we
or us), is soliciting written consents on behalf of Enstar Six-A to approve a
Liquidation Plan pursuant to which substantially all of Enstar Six-A's cable
television system assets will be sold to Multimedia Acquisition Corp.

The total purchase price payable to Enstar Six-A is approximately
$16,416,000, in cash, subject to closing adjustments.

The Liquidation Plan consists of:

- the sale of Enstar Six-A's Tennessee cable television system for
approximately $3,972,000, in cash;

- the sale, in a separate transaction, of Enstar Six-A's Illinois cable
television system for approximately $12,444,000, in cash; and

- the subsequent dissolution, termination and liquidation of Enstar Six-A
through one or more liquidating distributions to the Partnership's
general and limited partners in accordance with the partnership
agreement.

The Liquidation Plan is more fully described in the attached Consent
Solicitation Statement, and is part of the proposed sale to Multimedia of the
cable television systems of thirteen affiliated general and limited
partnerships. This group of thirteen partnerships is also referred to as the
Selling Partnerships. The Liquidation Plan is a single proposal that must be
approved by the holders of a majority of the Enstar Six-A Units. The Liquidation
Plan is, with respect to each of the two proposed sale transactions, subject to
(i) the other Selling Partnerships obtaining the necessary approvals from their
general and limited partners to sell their respective cable assets and liquidate
their respective partnerships; and (ii) the grantors of the franchises, covering
90% of the aggregate subscribers of the Selling Partnerships, consenting to
transfer those franchises to Multimedia. Enstar Communications is seeking to
obtain approval of the Liquidation Plan from the Unitholders through the
solicitation of their written consents. No meeting of the Unitholders will be
held. A vote to approve the Liquidation Plan will constitute approval of its
parts, and the affirmative vote of the holders of a majority of the Units will
bind all of the Unitholders.

The close of business on October 31, 2000 has been fixed as the Record Date
for determining the Unitholders entitled to receive notice of the solicitation
of consents and to consent to the Liquidation Plan. Consents of the Unitholders
to the Liquidation Plan will be solicited during the period, also referred to as
the Solicitation Period, which begins on [DATE OF SOLICITATION] and will end at
5:00 p.m., New York City time, on the earlier of [30 DAYS FROM DATE OF
SOLICITATION], 2000 or the day that holders of at least a majority of the Units
consent (unless extended, in the sole discretion of Enstar Communications acting
on behalf of Enstar Six-A). The enclosed consent card permits you to approve,
disapprove or abstain with respect to the Liquidation Plan. Please indicate your
approval, disapproval or abstention by marking and signing the enclosed consent
card and returning it in the enclosed self-addressed envelope to Georgeson
Shareholder Communica-
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tions Inc., the Soliciting Agent, at Wall Street Station, P.O. Box 1101, New
York, New York 10269-0666. If you sign and send in the enclosed consent card and
do not indicate how you want to vote, your consent card will be treated as
voting to APPROVE the Liquidation Plan.

You may change your vote at any time before 5:00 p.m., New York City time,
on [30 DAYS FROM DATE OF SOLICITATION], 2000 or the day that holders of a
majority of the Units have consented, whichever comes first (unless extended, in
the sole discretion of Enstar Communications acting on behalf of Enstar Six-A).
You can do this by sending a written notice dated later than your consent card
stating that you would like to revoke or change your vote, or by completing and
submitting a new consent card dated later than your original consent card. If
you choose either of these two methods, you must submit your notice of
revocation or new consent card to the Soliciting Agent, Georgeson Shareholder
Communications Inc. If you instructed a broker to vote your Units, you must
follow your broker's directions for changing those instructions. TO BE
EFFECTIVE, YOUR NOTICE OF REVOCATION OR NEW CONSENT CARD MUST BE RECEIVED BY
GEORGESON SHAREHOLDER COMMUNICATIONS BEFORE THE END OF THE SOLICITATION PERIOD.

YOUR APPROVAL IS IMPORTANT. PLEASE READ THE CONSENT SOLICITATION STATEMENT
AND THE EXHIBITS THERETO CAREFULLY AND THEN COMPLETE, SIGN AND DATE THE ENCLOSED
CONSENT CARD AND RETURN IT IN THE SELF-ADDRESSED PREPAID ENVELOPE OR BY SENDING
A FACSIMILE OF THE FRONT AND BACK OF THE CONSENT CARD TO GEORGESON SHAREHOLDER
COMMUNICATIONS INC. AT (212) 440-9009. YOUR PROMPT RESPONSE IS APPRECIATED.

ENSTAR COMMUNICATIONS CORPORATION
General Partner

THESE TRANSACTIONS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTIONS NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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TABLE OF CONTENTS
ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
LIQUIDATION PLAN SUMMARY.................................... 3
QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN............ 5
WHO CAN HELP ANSWER YOUR QUESTIONS.......................... 7
SPECIAL FACTORS............................................. 8
Background and Reasons for the Proposed Sale.............. 8
Recommendation of the General Partner..................... 10
Related Party Transactions................................ 11
The Purchase Agreements................................... 12
Closing of the Sale....................................... 16
Description of Assets..................................... 16
Use of Proceeds and Cash Distributions.................... 16
Disadvantages of the Liquidation Plan..................... 17
Consequences of Failure to Approve Liquidation Plan....... 17
Liquidation............................................... 17
Federal Income Tax Consequences of the Liquidation Plan... 18
No Appraisal Rights....................................... 19
MARKET PRICES OF PARTNERSHIP UNITS NOT AVAILABLE............ 20
DISTRIBUTIONS TO UNITHOLDERS................................ 20
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF............. 20
IDENTITY AND BACKGROUND OF CERTAIN PERSONS.................. 21
Charter Communications Holding Company, LLC............... 21
Enstar Communications Corporation......................... 21
Multimedia Acquisition Corp............................... 23
VOTING PROCEDURES........................................... 23
AVAILABLE INFORMATION....................................... 24
</TABLE>

EXHIBITS

<TABLE>
<S> <C> <C>
Exhibit
A: Asset Purchase Agreement, dated as of June 21, 2000, by and
among Enstar Six-A, the other Selling Partnerships and
Multimedia Acquisition Corp................................. A-1
Exhibit
B: Asset Purchase Agreement, dated as of August 8, 2000, by and
among Enstar Six-A, the other Selling Partnerships and
Multimedia Acquisition Corp................................. B-1
</TABLE>

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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131

November , 2000

CONSENT SOLICITATION STATEMENT

Enstar Communications Corporation, a Georgia corporation (also referred to
as Enstar Communications, the General Partner, we or us), is the general partner
of Enstar Income/Growth Program Six-A, L.P., a Georgia limited partnership (also
referred to as Enstar Six-A or the Partnership), and is furnishing this Consent
Solicitation Statement to the holders of limited partnership units of Enstar
Six-A (also referred to as Units, and the holders thereof being also referred to
as Unitholders) for the purpose of soliciting the Unitholders' consent to the
Liquidation Plan.

Pursuant to the Liquidation Plan, substantially all of Enstar Six-A's cable
television system assets will be sold to Multimedia Acquisition Corp., a
Pennsylvania corporation, for a total cash purchase price of approximately
$16,416,000, subject to closing adjustments.

The Liquidation Plan consists of:

- the sale to Multimedia of Enstar Six-A's Tennessee cable television
system for approximately $3,972,000 in cash;

- the sale to Multimedia, in a separate transaction, of Enstar Six-A's
Illinois cable television system for approximately $12,444,000 in cash;
and

- after repaying or otherwise satisfying Enstar Six-A's debts and
obligations, and funding required reserves, the dissolution, termination
and liquidation of Enstar Six-A through one or more liquidating
distributions to the Partnership's general and limited partners in
accordance with Enstar Six-A's partnership agreement.

We estimate that liquidating distributions to Enstar Six-A's Unitholders
will total approximately $145 per Unit, after estimated closing adjustments and
liquidation expenses, and subject to applicable withholding taxes.

The sale of Enstar Six-A's Tennessee cable television system to Multimedia
is also referred to as the Multimedia I Sale and the sale of Enstar Six-A's
Illinois cable television system to Multimedia is also referred to as the
Multimedia II Sale.

These transactions are part of the proposed sale to Multimedia of the cable
television systems of thirteen affiliated Enstar general and limited
partnerships (which includes Enstar Six-A). This group of affiliated
partnerships is also referred to as the Selling Partnerships. The Liquidation
Plan is a single proposal which must be approved by the holders of at least a
majority of the Units. The Liquidation Plan is, with respect to each of the two
proposed sale transactions, subject to (i) the other Selling Partnerships
obtaining the necessary approvals from their general and limited partners to
sell their respective cable assets and liquidate their respective partnerships;
and (ii) the grantors of the franchises, covering 90% of the aggregate
subscribers of all the Selling Partnerships, consenting to the transfer of those
franchises to Multimedia.

The close of business on October 31, 2000 has been fixed as the Record Date
for determining the Unitholders entitled to receive notice of the solicitation
of consents and to consent to the Liquidation Plan. On September 30, 2000, there
were 79,818 outstanding Units of Enstar Six-A entitled to vote on the
Liquidation Plan, which were held by 1,866 Unitholders. Unitholders will be
notified as soon as practicable as to the results of this solicitation.

The Soliciting Agent, Georgeson Shareholder Communications Inc., has been
retained to assist Enstar Communications in soliciting the consents for a base
fee of [$7,500], plus reimbursement of expenses which
<PAGE> 7

we estimate will be approximately [$12,000]. In addition, directors, officers
and certain employees of Charter Communications Holding Company, LLC, a Delaware
limited liability company and the owner of all of the capital stock of Enstar
Communications, may solicit consents in person or by telephone, facsimile or
other means of communication. These officers, directors and employees will not
receive any compensation for their services.

If the holders of a majority of the Units on the Record Date vote to
approve the Liquidation Plan, that approval will bind all Unitholders. Neither
Enstar Six-A's partnership agreement nor the Georgia Revised Uniform Limited
Partnership Act, under which Enstar Six-A is governed, provides rights of
appraisal or other similar rights to limited partners who dissent from the vote
of the majority in approving or disapproving the Liquidation Plan.

The General Partner believes that the Liquidation Plan is in the best
interests of Enstar Six-A and its limited partners, and recommends that the
Unitholders vote to "APPROVE" the Liquidation Plan.

Please read this Consent Solicitation Statement and its exhibits carefully.
You can find additional information about Enstar Six-A in its Annual Report on
Form 10-K for the year ended December 31, 1999, its Quarterly Reports on Form
10-Q for the periods ended March 31, 2000, June 30, 2000, and September 30,
2000, and its other reports filed with the Securities and Exchange Commission.
You can obtain these reports from the General Partner at 12444 Powerscourt
Drive, Suite 100, St. Louis, Missouri 63131, Attention: Ms. Carol Wolf, Manager
of Partnership Relations; or call (314) 543-2389.

This Consent Solicitation Statement and the accompanying consent card are
first being mailed to the Unitholders on or about November , 2000.

THE DATE OF THIS CONSENT STATEMENT IS NOVEMBER , 2000.

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LIQUIDATION PLAN SUMMARY

The following summary highlights very important information contained
elsewhere in this Consent Solicitation Statement, but does not contain all of
the information in this Consent Statement that is important to your voting
decision. You should carefully read this entire document, including the
exhibits, before you decide how to vote.

- THE SALES: In the Multimedia I Sale, Enstar Six-A will sell its cable
television systems served by its Dyer, Tennessee headend, to Multimedia,
along with the sale to Multimedia by five other affiliated partnerships
of their respective cable television systems. In the Multimedia II Sale,
Enstar Six-A will sell its cable television systems served by its Flora,
Illinois headend, to Multimedia, along with the sale to Multimedia by
eight other affiliated partnerships of their respective cable television
systems. For more information, please see Special Factors -- The Purchase
Agreements, on page .

- THE PURCHASE PRICE: Multimedia will pay a combined purchase price of
approximately $16,416,000 in cash for Enstar Six-A's cable system assets.

This combined purchase price consists of approximately $3,972,000 payable
to Enstar Six-A in the Multimedia I Sale, and approximately $12,444,000 in
the Multimedia II Sale. For more information, please see Special
Factors -- The Purchase Agreements, on page .

The foregoing are Enstar Six-A's allocable portions of the total purchase
prices payable by Multimedia in the Multimedia I Sale ($27,621,500) and the
Multimedia II Sale ($94,929,400).

- PURCHASE PRICE ADJUSTMENTS: In each of the Multimedia I and Multimedia
II Sales, the purchase price to be paid to each Selling Partnership is
subject to adjustments at closing to reflect or take into account various
factors including, among others, any shortfall in numbers of subscribers
below a prescribed target. For more information, please see Special
Factors -- The Purchase Agreements, on page .

- ESCROW INDEMNIFICATION HOLDBACKS: Pursuant to the purchase agreements
with Multimedia, each Selling Partnership has agreed to indemnify
Multimedia for certain liabilities set forth in their respective purchase
agreements. The Selling Partnerships' aggregate indemnification liability
for breaches of representations and warranties under the Multimedia I
Sale is $1,800,000 and the Selling Partnerships' aggregate
indemnification liability for breaches of representations and warranties
under the Multimedia II Sale is $4,250,000. Under each agreement, the
indemnification amounts will be allocated among the Selling Partnerships
based on each seller's allocated portion of the aggregate purchase price.
At closing, Multimedia will withhold $1,800,000 from the purchase price
under the Multimedia I Sale agreement and will withhold $4,250,000 from
the purchase price under the Multimedia II Sale agreement. Multimedia
will deposit those amounts in escrow for a period of six months, after
which the unexpended balance will be distributed to the Selling
Partnerships. For more information, please see Special Factors -- The
Purchase Agreements, on page .

- LIQUIDATION OF THE PARTNERSHIP: After paying or otherwise satisfying its
debts and obligations, and funding required reserves, Enstar Six-A will
terminate and dissolve and the General Partner will make liquidating
distributions to itself and the limited partners of the Partnership's
remaining assets, in accordance with Enstar Six-A's partnership
agreement. We currently estimate that liquidating distributions to the
Enstar Six-A Unitholders will total approximately $145 per Unit, after
estimated closing adjustments and liquidation expenses, and subject to
applicable withholding taxes.

We presently expect that both sales to Multimedia would close in the first
quarter of 2001 and anticipate making the initial liquidating distribution
approximately 60 days after the closings. We also expect that after
required closing adjustments are completed (which we expect to occur
approximately 6 months after each closing), final liquidating
distributions would be made of any remaining funds. For more information,
please see Special Factors -- Use of Proceeds and Cash Distributions, on
page , and Special Factors -- Liquidation, on page .

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<PAGE> 9

- CLOSING CONDITIONS: The closing of each of the purchase agreements with
Multimedia is subject to several conditions. These include: approval by
the Unitholders of Enstar Six-A, as well as the limited partners of the
other Selling Partnerships; consent by the grantors, of the franchises
covering 90% of the aggregate subscribers of all the Selling
Partnerships, to transfer those franchises to Multimedia; federal
regulatory approvals; and other closing conditions that are customary in
the industry. For more information, please see Special Factors -- Closing
of the Sale, on page .

- REASONS FOR THE SALES: We believe it is in the best interests of Enstar
Six-A and its limited partners for the Liquidation Plan to be approved.
This is principally based on our belief that the combination of: (i)
technological advances such as fiber optics, digital compression
technology and satellite-based television transmission; (ii) regulatory
changes that allow telephone and electric utility companies to provide a
broad range of video, telephony, interactive and Internet services; and
(iii) the steady consolidation of the cable television industry will pose
competitive challenges that Enstar Six-A is not likely to be able to meet
or overcome. In our view, Enstar Six-A could compete in this new
environment only if it were to make very substantial investments in a
broadband technological infrastructure, with no assurance of maintaining
its present market penetration, let alone competitive success. For more
information, please see Special Factors -- Background and Reasons for the
Proposed Sale, on page .

- REQUIRED VOTE: The Multimedia I and Multimedia II Sales, and the
liquidation of Enstar Six-A, must be approved by the holders of at least
a majority of the Units. For more information, please see Voting
Procedures, on page .

- VOTING PROCEDURES: Please see Voting Procedures on page for
instructions on how and when to return your consent card, voting
deadlines, and changing your vote.

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<PAGE> 10

QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN

Q: WHY IS ENSTAR SIX-A PROPOSING TO SELL ITS CABLE TELEVISION SYSTEMS?

A: We believe that in light of (i) what we estimate to be approximately $1.5
million in presently required cable system upgrades; (ii) the uncertainty of
whether those capital expenditures will significantly, if at all, enhance
Enstar Six-A's revenues and/or profitability; (iii) what we believe will be
significant competition from large, well-financed and technologically
advanced providers of single-source Internet, telephone and television
services; and (iv) the inherent risks of making the very substantial
investments in a new, broadband infrastructure we believe will be necessary
to even minimally meet those competitive challenges, now is the appropriate
time to dispose of all of Enstar Six-A's cable television systems. For more
information, please see Special Factors -- Background and Reasons for the
Proposed Sale, on page .

Q: WHAT WILL I RECEIVE IN THE LIQUIDATION PLAN?

A: If the Liquidation Plan is completed, you will receive one or more
liquidating distributions presently estimated to total approximately $145 per
Unit, after estimated closing adjustments and liquidation expenses, and
subject to applicable withholding taxes. The Units were initially issued at a
price of $250 per Unit and, since such initial issuance, Enstar Six-A has
made aggregate cash distributions to the Unitholders of $42 per Unit. Cash
distributions have not been made since May 1993 and none are anticipated in
the foreseeable future. For more information, please see Special
Factors -- Use of Proceeds and Cash Distributions, on page .

Q: WHY IS ENSTAR SIX-A DISSOLVING?

A: Multimedia will be purchasing all of Enstar Six-A's cable television systems.
The proceeds of each sale that are received by Enstar Six-A will be used to
repay the Partnership's debts and obligations and fund required reserves, and
the balance will be distributed to the general and limited partners.
Consequently, after such uses of the proceeds of the sales, Enstar Six-A will
not have any assets, and will no longer be able to fulfill its partnership
purposes, which is to own and operate cable television systems. Therefore,
Enstar Six-A will dissolve after completing the sales, paying its debts and
distributing the balance of the proceeds of the sales to its general and
limited partners. For more information, please see Special
Factors -- Liquidation, on page .

Q: WHAT BENEFITS WILL ENSTAR COMMUNICATIONS, THE GENERAL PARTNER, RECEIVE IF THE
LIQUIDATION PLAN IS APPROVED?

A: Pursuant to the terms of the partnership agreement, Enstar Communications
will receive liquidating distributions estimated to be approximately
$124,000. For more information, please see Special Factors -- Use of Proceeds
and Cash Distributions, on page .

Q: HOW DID ENSTAR COMMUNICATIONS DETERMINE THAT THE SALE PRICE IS FAIR?

A: Enstar Communications engaged Daniels & Associates, L.P., a business broker
with expertise in the cable and telecommunications industries, to market
Enstar Six-A's cable television systems and the systems of affiliated general
and limited partnerships to third parties. For the systems covered by the
Multimedia I Sale, Daniels contacted 20 prospective purchasers and sent
written evaluation materials to 11 of them over a period of five months. For
the systems covered by the Multimedia II Sale, Daniels contacted 48
prospective purchasers and sent written evaluation materials to 19 of them
over a period of nine months. Bids were received from two parties and five
parties, respectively, and after evaluating the offers and conducting
arms-length negotiations, we determined that among the bidders Multimedia
offered the most favorable price and other terms for the systems. By selling
our cable systems to Multimedia as part of a larger sale of multiple cable
systems, we believe we were able to obtain a better price than if the systems
had been sold separately, thereby yielding greater net proceeds available for
distribution. For more information, please see Special Factors -- Background
and Reasons for the Proposed Sale, on page , Special
Factors -- Recommendation of the General Partner, on page , and Special
Factors -- Related Party Transactions, on page .
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<PAGE> 11

Q: WHAT ARE THE DISADVANTAGES OF SELLING THE ASSETS AND LIQUIDATING ENSTAR
SIX-A?

A: The primary disadvantage is that Enstar Six-A will not benefit from possible
improvements in economic and market conditions, if any, which might produce
increased cash flow, distributions to the limited partners and possibly
increase the sale price of its cable television systems in the future. For
more information, please see Special Factors -- Disadvantages of the
Liquidation Plan, on page .

Q: WHAT ARE THE CONSEQUENCES TO THE UNITHOLDERS IF THE LIQUIDATION PLAN IS NOT
CONSUMMATED?

A: If the Multimedia I and Multimedia II Sales are not completed, Enstar Six-A
will continue to operate its cable television systems for an indefinite
period of time, the duration of which we are unable to predict. Further, if
the Liquidation Plan is not approved, we believe the Partnership will face
significant competition from a variety of larger and better-financed
providers of technologically advanced, single-source television, telephone
and Internet services. In our view, unless the Partnership were to make large
investments in new, broadband technology, it will not be able to offer the
quality and quantity of services that will be needed for Enstar Six-A to
compete in such a new environment. Last, if the Multimedia I and Multimedia
II Sales are not approved, we might seek buyers for the Enstar Six-A cable
television systems from time to time when, in our judgment, market conditions
are favorable. Any such sale might be on terms less favorable than the terms
of the proposed Multimedia I and Multimedia II Sales, especially if such
systems are sold individually (and not as part of a larger, "package"
transaction). For more information, please see Special
Factors -- Consequences of Failure to Approve Liquidation Plan, on page .

Q: WHAT WILL MY TOTAL DISTRIBUTIONS BE IF THE LIQUIDATION PLAN IS APPROVED? IF
IT IS NOT APPROVED?

A: From its inception until the date hereof, Enstar Six-A has paid a total of
$3,353,637 (or $42 per Unit) in distributions to its Unitholders. There have
been no distributions to Unitholders since May 1993.

If the Liquidation Plan is consummated, you will receive one or more
liquidating distributions aggregating approximately $145 per Unit, after
estimated closing adjustments and liquidation expenses, and subject to
applicable withholding taxes. Thereafter, Partnership distributions will
terminate, and you will have received an aggregate of approximately $187 per
Unit in total Partnership distributions from inception.

If the Liquidation Plan is not consummated, the Partnership will determine
its ability to pay distributions on a quarter-by-quarter basis. We do not
expect to make any distributions in the foreseeable future. For more
information, please see Special Factors -- Consequences of Failure to Approve
Liquidation Plan, on page .

Q: WHEN DO YOU EXPECT THE LIQUIDATION PLAN TO BE COMPLETED?

A: We are working towards completing the Liquidation Plan as quickly as
possible. In addition to the approval of Enstar Six-A's Unitholders, and the
limited partner approvals required in the case of the other Selling
Partnerships, we must also obtain certain regulatory and third-party
approvals for each of the two sale transactions. Although we cannot predict
exactly when such approvals will be received, we hope to complete the
Liquidation Plan during the first quarter of 2001. For more information,
please see Special Factors -- Closing of the Sale, on page .

Q: WILL I OWE ANY FEDERAL INCOME TAX AS A RESULT OF THE LIQUIDATION PLAN?

A: In general, you will recognize a gain or loss for federal income tax purposes
as a result of the Liquidation Plan. TAX MATTERS ARE VERY COMPLICATED AND THE
TAX CONSEQUENCES TO YOU OF THE LIQUIDATION PLAN MAY DEPEND ON THE FACTS OF
YOUR SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR TO UNDERSTAND FULLY THE
TAX CONSEQUENCES TO YOU OF THE LIQUIDATION PLAN. For more information, please
see Special Factors -- Federal Income Tax Consequences of the Liquidation
Plan, on page .

Q: WHAT DO I DO TO VOTE MY ENSTAR SIX-A UNITS:

A: In order to vote your Units either to approve, disapprove or abstain from the
Liquidation Plan, you must mark the appropriate box on the enclosed consent
card, sign and date the consent card and return it in the

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enclosed self-addressed envelope to the Soliciting Agent, Georgeson
Shareholder Communications Inc., Wall Street Station, P.O. Box 1101, New
York, New York 10269-0666. If you sign and send the consent card, but do not
indicate your vote, your consent card will be treated as voting to APPROVE
the Liquidation Plan. If you vote to ABSTAIN, or fail to send in your current
card, the effect will be the same as if you voted to DISAPPROVE the
Liquidation Plan. Your consent card must be received by the Soliciting Agent
before 5:00 p.m., New York City time, on [30 DAYS FROM DATE OF SOLICITATION],
2000, or the day that holders of a majority of the Enstar Six-A Units have
consented to the Liquidation Plan, whichever comes first (unless extended, in
the sole discretion of Enstar Communications acting on behalf of Enstar
Six-A).

Q: MAY I CHANGE MY VOTE AFTER I MAIL MY UNITHOLDER CONSENT CARD?

A: Yes. You may change your vote at any time before 5:00 p.m., New York City
time, on [30 DAYS FROM DATE OF SOLICITATION], 2000, or the day that holders
of at least a majority of the Units consent, whichever comes first (unless
extended, in the sole discretion of Enstar Communications acting on behalf of
Enstar Six-A). You can do this in one of two ways. First, you can send a
written notice dated later than your consent card stating that you would like
to revoke or change your vote. Second, you can complete and submit a new
consent card dated later than your original consent card. If you choose
either of these two methods, you must submit your notice of revocation or new
consent card to the Soliciting Agent, Georgeson Shareholder Communications
Inc., Wall Street Station, P.O. Box 1101, New York, New York 10269-0666. If
you instructed a broker to vote your Units, you must follow your broker's
directions for changing those instructions. TO BE EFFECTIVE, YOUR NOTICE OF
REVOCATION OR NEW CONSENT CARD MUST BE RECEIVED BY GEORGESON SHAREHOLDER
COMMUNICATIONS BEFORE THE END OF THE SOLICITATION PERIOD.

Q: DO UNITHOLDERS HAVE APPRAISAL RIGHTS?

A: Under applicable state law, Enstar Six-A's Unitholders are not entitled to
dissenters' appraisal rights.

WHO CAN HELP ANSWER YOUR QUESTIONS

If you have more questions about the Liquidation Plan you should contact:

Enstar Communications Corporation
12444 Powerscourt Drive
St. Louis, Missouri 63131
Attention: Ms. Carol Wolf
Telephone: (314) 543-2389

If you would like additional copies of this Consent Solicitation Statement,
or if you have questions about how to complete and return your consent card, you
should contact:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064

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SPECIAL FACTORS

GENERAL

Enstar Six-A was formed in September 1987 to acquire, construct, improve,
develop and operate cable television systems in small and medium sized
communities. Enstar Six-A's general partner is Enstar Communications
Corporation, which is wholly owned by Charter Communications Holding Company,
LLC (also referred to as Charter). Charter is controlled by Charter
Communications, Inc., which is the nation's fourth largest cable operator,
serving 6.3 million customers. The General Partner, Charter and affiliated
companies are responsible for the day-to-day management of the Partnership and
its operations.

In November 1988, Enstar Six-A completed an offering of limited partnership
Units. A total of 80,000 Units were sold at a price of $250 per Unit, resulting
in gross proceeds to the Partnership of $20 million.

Enstar Six-A offers cable service in rural areas of Illinois and Tennessee.
The Illinois system, with its headend in Flora, Illinois, serves the
municipalities of Flora and Salem, and the communities of Farmersville and
Raymond. The Tennessee system, with its headend in Dyer, Tennessee, serves the
municipality of Dyer. As of September 30, 2000, Enstar Six-A served
approximately 8,300 basic subscribers, with 6,100 located in Illinois and 2,200
located in Tennessee.

BACKGROUND AND REASONS FOR THE PROPOSED SALE

Expected Competition

In our view, the combination of: (i) technological developments such as
fiber optics, digital compression and satellite-based transmissions; (ii)
regulatory changes allowing telephone carriers and utility companies to provide
a broad range of video, telephony and interactive electronic services; and (iii)
the steady consolidation of the cable television industry, will pose an
increasingly serious competitive challenge Enstar Six-A.

We believe that this growing competition is coming from non-traditional
providers of multi-channel video programming services, such as telephone
companies, and digital broadcast satellite (DBS) operators, and from providers
of single-source "bundled" electronic services, such as combinations of
Internet, long distance telephone and video program services. Such companies
will be particularly strong competitors, because their use of expensive,
broadband technologies enable them to transmit data in the volume and speed
necessary to deliver the picture clarity and variety of content which we believe
will be increasingly demanded by consumers. Further, as the use of the Internet
becomes evermore a common household feature, we believe that consumers will
demand "one-stop shopping" for their Internet access, network computing,
telecommunication and video services.

The technological infrastructure necessary to provide such broadband
services requires large expenditures of time and money. Because Internet service
providers, telephone companies and electric utilities already have a significant
investment in this infrastructure, we do not believe that small cable television
systems, such as Enstar Six-A, will be able to prosper in the face of the
competitive challenges posed by these larger, well financed non-traditional
providers of video, telephony and Internet services.

In our view, this new competition is beginning to emerge. Video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing Enstar Six-A's present cable system. The 1996 Telecommunications Act
modified cross-ownership restrictions thereby making it possible for local
telephone companies to enter the cable television market. Several telephone
companies have already obtained or are seeking cable television franchises from
local governmental authorities and are constructing cable television systems.
Moreover, mergers in the industry, such as the recent merger of
Tele-Communications, Inc. and AT&T, may cause customers to expect a variety of
services, including Internet and telephony services, from a single provider, and
may also encourage further consolidation in the cable industry. This may
increasingly marginalize small cable television providers, such as Enstar Six-A,
in the marketplace.

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System Franchise and Upgrade Issues

In the event Enstar Six-A's cable television systems are not sold to a
third party, we believe the Partnership will be required to undertake and
complete a program of cable system upgrades that is presently estimated to
require aggregate capital expenditures of approximately $1.5 million. Enstar
Six-A's Flora, Illinois franchise agreement is under negotiation for renewal and
we believe that the renewed franchise agreement may require Enstar Six-A to
upgrade its cable plant at an estimated cost of $1.5 million within 24 months.
It is uncertain whether the completion of Enstar Six-A's upgrade and rebuild
program would result in significant, or any, increases to its revenues or
profits.

Liquidity

There is no established trading market for the Units, and because of this
the liquidity of any Unitholder's investment in Enstar Six-A has been severely
limited. Approving the Multimedia I and Multimedia II Sales will provide
liquidity to the Unitholders' investments that we believe is not otherwise
attainable. If the Liquidation Plan is approved, we expect that the liquidating
distributions will be approximately $145 per Unit, after estimated closing
adjustments and liquidation expenses, and subject to applicable withholding
taxes.

Approval of the Liquidation Plan will allow the Unitholders to liquidate
their investments in Enstar Six-A at approximately $145 per Unit, on a pre-tax
basis after estimated closing adjustments and liquidation expenses, and will
avoid: (i) $1.5 million of expenditures for presently planned, non-broadband,
upgrades; (ii) the uncertainty of whether those upgrades, if made, would result
in a significant increase in the Partnership's revenues and/or profits; (iii)
competition from much larger, better financed and more technology advanced
providers of video program and other services; (iv) the risk that even if the
Partnership makes a significant investment in broadband technologies, it may
still be unable to effectively compete with broadband, multiple service
providers; (v) the risk that such broadband technology could quickly become
obsolete, thus requiring even further capital investment in order for the
Partnership to have the opportunity to remain competitive; and (vi) the risk
that the Partnership has sufficient subscriber loyalty to retain (let alone
expand) its subscriber base in the face of the competition we expect to arise.

Sale Process

In October 1999 and December 1999, we entered into agreements with Daniels
& Associates, L.P., a cable broker, to market the Partnership's cable television
systems to third parties. Over a period of five months (in the case of the
systems covered by the Multimedia I Sale), and nine months (in the case of the
systems covered by the Multimedia II Sale), the broker solicited offers to
purchase Enstar Six-A's cable television systems along with those of the other
Selling Partnerships. For the systems covered by the Multimedia I Sale, the
broker contacted 20 prospective purchasers and sent written evaluation materials
to 11 of them. Due diligence was conducted by two parties, both of which made
offers. After evaluating the offers, we determined that Multimedia offered the
most favorable price and other terms for the systems, and after negotiations we
executed the purchase agreement for the Multimedia I Sale, dated as of June 21,
2000.

For the systems covered by the Multimedia II Sale, the broker contacted 48
prospective purchasers and sent written evaluation materials to 19 of them. Due
diligence was conducted by four parties, each of which made an offer, and a
fifth party, which did not conduct due diligence, also made an offer. After
evaluating the offers, we commenced negotiations with one of the parties which,
however, did not result in a definitive purchase agreement. Thereafter,
Multimedia expressed an interest in the Selling Partnerships' cable systems not
covered by the Multimedia I Sale, and the parties executed the second purchase
agreement for the Multimedia II Sale, dated as of August 8, 2000.

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<PAGE> 15

office, and the Denver office had identified Gans as a potential Enstar
purchaser. When we learned of this potential conflict of interest, we so advised
all bidders for the Selling Partnerships, who were allowed to withdraw or
re-bid. Only Multimedia re-bid.

Given current market conditions for Enstar Six-A's cable television
systems; the further upgrades that are required by franchise agreements and
competition-driven considerations; the uncertainty of whether those upgrades, if
completed, would result in a significant increase, if any, of the Partnership's
revenues and/or profits; the liquidity afforded by the expected liquidating
distributions; the competitive challenges to Enstar Six-A that we expect to be
posed by the growth of large, well-financed providers of sophisticated,
broadband electronic services, such as single-source Internet, video programming
and telephone services; and the financial risks involved in making the
substantial capital investments we believe will be necessary to address those
challenges, the General Partner concluded that accepting the purchase offers
from Multimedia is in the best interests of Enstar Six-A and its limited
partners. The consummation of the Multimedia I and Multimedia II Sales is
subject to closing conditions customary in the industry, including the
attainment of the requisite consents from the limited partners of the Selling
Partnerships, the obtaining of required governmental regulatory consents, and
the continued truth and accuracy of the representations and warranties of each
seller contained in the purchase agreements. For more information, please see
Special Factors -- The Purchase Agreements, on page .

RECOMMENDATION OF THE GENERAL PARTNER

The General Partner believes that the advantages exceed any disadvantages
of consummating the Multimedia I and Multimedia II Sales at this time.
Accordingly, the General Partner recommends that the Unitholders approve the
Liquidation Plan.

In making this recommendation, we considered the following material
factors:

- If the Liquidation Plan is approved, Enstar Six-A will be able to
consummate the Multimedia I and Multimedia II Sales for an amount we
believe represents a fair value for Enstar Six-A's assets and upon terms
which we believe will entail minimal transaction costs and will permit an
efficient consummation of the sales.

- The purchase prices were determined by arms-length negotiations.

- Each of the Multimedia I and Multimedia II Agreements contains closing
conditions standard in the industry. In particular, Multimedia's
obligations under these purchase agreements is not contingent upon the
satisfactory completion of due diligence, nor are they contingent upon
Multimedia's obtaining adequate financing.

- Each purchase agreement provides for the sale in one transaction of the
cable systems of several affiliated partnerships. We believe, based on
our business experience, that selling multiple systems in one transaction
generally yields greater net proceeds available for distribution than do
sales conducted on a system-by-system or asset-by-asset basis. We believe
that this is particularly true where the cable systems serve rural areas
with a small number of subscribers per headend (as is the case with the
cable systems of Enstar Six-A and the other Selling Partnerships). We
also believe that selling all of the cable systems at one time generally
results in lower aggregate sale costs than selling them individually, in
separate transactions. In addition, selling Enstar Six-A's cable
television systems to the same purchaser and completing the dissolution,
termination, and liquidation of Enstar Six-A promptly would eliminate the
need to incur ongoing administrative and other expenses of continued
operations during an extended sales period.

- Substantially all of the available channel capacity in Enstar Six-A's
cable television systems is being utilized and each of the systems
requires upgrades and/or rebuilds. The General Partner presently
estimates that the entire upgrade and rebuild program will require
aggregate capital expenditures of approximately $1.5 million. Selling the
cable systems in connection with the Liquidation Plan would eliminate the
need for Enstar Six-A to complete any of the above-mentioned upgrades.

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<PAGE> 16

- By selling its cable systems now, Enstar Six-A would eliminate the risks
inherent in the ownership of cable television systems, including, among
other things, the uncertainty of legislative and regulatory changes, the
rapid developments in the competitive environment facing cable television
operators, the financial and logistical difficulties inherent in small
cable television systems acquiring the technological infrastructure
needed to compete with "broadband" providers of multiple television,
Internet and telephony services, possible non-renewal of expired and
expiring franchises, and reduced subscriber rates (which in turn may be
affected by general and local economic conditions).

- Due to financial constraints, the Partnership discontinued distributions
to its limited partners in May 1993. In light of the amount of capital
required to complete the upgrades, the General Partner does not
anticipate that Enstar Six-A will be in a position to make distributions
to its limited partners in the foreseeable future. Approval of the
Liquidation Plan, however, will permit cash liquidating distributions to
the Unitholders presently estimated to total approximately $145 per Unit,
subject to applicable withholding taxes and after estimated closing
adjustments and liquidation expenses.

- Because there is no established trading market for the Units, the
Unitholders' liquidity has been and for the foreseeable future will be
limited to sporadic sales within an informal secondary market. The
Liquidation Plan would provide liquidity to the Unitholders.

- The Liquidation Plan requires the consent of the holders of at least a
majority of the Units.

We also considered the risk that by selling the cable systems at this time,
Enstar Six-A would not benefit from possible further improvements in economic
and market conditions which might produce increased cash flow and possibly
increase the sale prices of its cable systems. However, we believe that this
potential risk is outweighed by the potential benefits to be realized from the
Liquidation Plan.

After considering the factors discussed in this Section, we have determined
that the Liquidation Plan and the transactions contemplated thereby are fair to
the Unitholders and would serve the best interests of Enstar Six-A and its
limited partners.

The information and factors discussed above were considered collectively by
the General Partner in connection with its review of the Liquidation Plan and
the transactions contemplated thereby. Although the General Partner did not find
it practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determination, the General
Partner accorded added weight to the following factors: the fact that the
aggregate purchase price is $16,416,000 in cash; the absence of cash
distributions to its limited partners since May 1993; the fact that each
purchase agreement contains closing conditions standard in the industry
(including the fact that Multimedia's obligations are not contingent upon the
satisfactory completion of due diligence or upon Multimedia obtaining adequate
financing); and the savings to the limited partners in administrative and sale
costs gained by selling all of the cable systems and liquidating pursuant to the
Liquidation Plan.

RELATED PARTY TRANSACTIONS

Enstar Six-A has a management agreement (referred to as the Management
Agreement) with Enstar Cable Corporation (also referred to as Enstar Cable), a
wholly owned subsidiary of the General Partner. Pursuant to the Management
Agreement, Enstar Cable manages Enstar Six-A's systems and provides operational
support for the activities of Enstar Six-A. For these services, Enstar Cable
receives a management fee equal to 5% of Enstar Six-A's gross revenues
(excluding revenues from the sale of cable television systems or franchises)
calculated and paid monthly. Management fees for the fiscal year ended December
31, 1999 were $173,200. In addition, Enstar Six-A reimburses Enstar Cable for
certain operating expenses incurred by Enstar Cable in the day-to-day operation
of Enstar Six-A's cable systems. Enstar Cable charged Enstar Six-A reimbursed
expenses of $282,300 for 1999. The Management Agreement also requires Enstar
Six-A to indemnify Enstar Cable (including its officers, employees, agents and
shareholders) against loss or expense, absent negligence or deliberate breach by
Enstar Cable of the Management Agreement. The Management Agreement is terminable
by Enstar Six-A upon 60 days written notice to Enstar Cable.

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<PAGE> 17

Prior to November 12, 1999, the date on which Charter Communications
Holding Company, LLC acquired ownership of the General Partner through Charter's
acquisition of Falcon Communications, L.P. (the then owner of all of the General
Partner's outstanding capital stock), Enstar Cable had engaged Falcon to provide
certain management services for Enstar Six-A, for which Falcon was paid a
portion of the management fees Enstar Cable received, and reimbursed Falcon for
expenses incurred on Enstar Cable's behalf. Subsequent to November 12, 1999,
Charter, as successor-by-merger to Falcon, has provided such services and
received such payments. In addition, Enstar Six-A receives certain system
operating management services from affiliates of Enstar Cable in lieu of
directly employing personnel to perform such services. Enstar Six-A reimburses
those affiliates for its allocable share of their operating costs. Enstar Six-A
reimbursed affiliates approximately $20,900 for system operating management
services for 1999.

The General Partner also performs certain supervisory and administrative
services for Enstar Six-A, for which it is compensated. Enstar Six-A purchases
basic and premium programming for its systems from Charter. In return, Charter
charges the partnership for these costs at its cost, which are generally based
on a fixed fee per customer or a percentage of the gross receipts for the
particular service. Prior to Charter's acquisition of the General Partner,
Falcon charged the Partnership for these services based on an estimate of what
the General Partner could negotiate for such programming services with the 15
partnerships managed by the General Partner as a group (approximately 81,100
basic subscribers at December 31, 1999). Enstar Six-A paid $802,800 for
programming services for the fiscal year ended December 31, 1999.

In late July, 2000, after negotiation of the Multimedia II Agreement had
already commenced, the General Partner learned that Daniels' New York City
office had in the past represented Gans Multimedia Partnership, the parent of
Multimedia Acquisition Corp., in certain equity or mergers and acquisitions
financing matters. At that time, the Selling Partnerships were being represented
by Daniels' Denver, Colorado office, and the Denver office had identified Gans
as a potential Enstar purchaser. When we learned of this potential conflict of
interest, we so advised all bidders for the Selling Partnerships, who were
allowed to withdraw or re-bid. Only Multimedia re-bid.

Enstar Six-A also is party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of the General Partner, that pursuant to its presently
effective terms provides for a revolving loan facility of $3,600,000, of which
$1,050,000 presently is outstanding (and will be repaid from the proceeds of the
Multimedia Sales), and $2,550,000 presently is available to Enstar Six-A. The
revolving loan facility matures on August 31, 2001, at which time all
then-outstanding amounts are due and payable. Interest on revolving loan
facility borrowings is at a base rate (which was 9.0%, annually, at March 31,
2000) plus 0.625%, or at an offshore rate plus 1.875%. Borrowings are
collateralized by substantially all of Enstar Six-A's assets. The revolving loan
facility contains certain financial tests and other covenants, including
restrictions on incurring indebtedness, investments, sale of assets and
acquisitions. The revolving loan facility does not restrict the payment of
distributions to Unitholders, unless Enstar Six-A is in default or its ratio of
debt to cash flow is greater than 4 to 1. The General Partner believes that the
terms of the revolving loan facility are fair to Enstar Six-A and commercially
reasonable in light of Enstar Six-A's financial condition. The General Partner
also believes that Enstar Six-A is in compliance with its revolving loan
facility covenants.

THE PURCHASE AGREEMENTS

With respect to the Multimedia I Sale (which in the case of Enstar Six-A
covers its cable television system served by its Dyer, Tennessee headend),
Enstar Six-A, together with Enstar Income Program IV-3, L.P., Enstar Income
Program 1984-1, L.P., Enstar VII, Enstar VIII and Enstar X, Ltd., as sellers,
entered into a purchase agreement (also called the Multimedia I Agreement) with
Multimedia, as purchaser, dated as of June 21, 2000.

With respect to the Multimedia II Sale (which in the case of Enstar Six-A
covers its cable television system served by its Flora, Illinois headend),
Enstar Six-A, together with Enstar Income Program II-1, L.P., Enstar Income
Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar IV/PDB Systems
Venture, Enstar IX, Ltd., Enstar XI, Ltd., Enstar Cable of Cumberland Valley and
Enstar Cable of Macoupin County,

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<PAGE> 18

as sellers, entered into a purchase agreement (also called the Multimedia II
Agreement) with Multimedia, as purchaser, dated as of August 8, 2000.

The following is a summary of the material provisions of those purchase
agreements. A copy of each purchase agreement is attached as Exhibit A and
Exhibit B, respectively, hereto and is incorporated by reference into this
Consent Solicitation Statement. This summary is qualified in its entirety by
reference to the purchase agreements, and we urge you to read them in their
entirety for a more complete description of their terms and conditions.

Purchase Price and Allocation.

Under the Multimedia I Agreement, Multimedia will acquire substantially all
of the assets of each of the Selling Partnerships (other than Enstar Six-A and
Enstar Income Program IV-3, L.P., which are parties to both the Multimedia I and
Multimedia II Agreements) used in the operation of their respective cable
television systems for an aggregate purchase price of $27,621,500 (subject to
closing adjustments), to be paid in cash. With respect to Enstar Six-A, the
purchase agreement provides for Multimedia to acquire Enstar Six-A's cable
system served by its Dyer, Tennessee headend. Of the aggregate cash purchase
price being paid by Multimedia, approximately $3,972,000 (subject to closing
adjustments) will be allocated and paid to Enstar Six-A.

Under the Multimedia II Agreement, Multimedia will acquire substantially
all of the assets of each of the selling partnerships (other than Enstar Six-A
and Enstar Income Program IV-3, L.P., which are parties to both the Multimedia I
and Multimedia II Agreements) used in the operation of their respective cable
systems for an aggregate purchase price of $94,929,400 in cash (subject to
closing adjustments). With respect to Enstar Six-A, the purchase agreement
provides for Multimedia to acquire Enstar Six-A's cable system served by its
Flora, Illinois headend. Of the aggregate cash purchase price being paid by
Multimedia, approximately $12,444,000 (subject to closing adjustments) will be
allocated and paid to Enstar Six-A.

The allocation of the purchase price in each agreement among the Selling
Partnerships is based on the number of subscribers in each Selling Partnership's
cable systems and the price per subscriber for each of those systems as
negotiated between Multimedia and the General Partner. At the time they were
executed, Multimedia deposited in escrow $1,800,000 and $4,250,000 to secure its
obligations under the Multimedia I and Multimedia II Agreements, respectively.

Under each agreement the purchase price payable to each Selling Partnership
will be subject to adjustments at closing to reflect or take account of, among
other things: each Selling Partnership's current accounts receivable; a pro rata
allocation of such seller's revenues and expenses as of the closing date; if
there is an aggregate shortfall of subscribers below the limits set forth in
each agreement or any shortfall in such seller's subscribers below a prescribed
target; certain liabilities assumed by Multimedia with respect to employee
benefits; and the estimated cost of remediating certain environmental and real
estate title defects relating to such seller's assets, if applicable, up to a
prescribed maximum amount.

Representations and Warranties

The purchase agreements contain representations and warranties of Enstar
Six-A relating solely to itself and its respective cable systems that are
customary in the industry. In summary, Enstar Six-A represents and warrants to
Multimedia that:

- it was properly formed and is in good standing under the laws of the
state of its organization;

- it has the full legal power and authority to own and operate its cable
systems as presently operated;

- subject to obtaining the requisite consents of its limited partners, it
has the full legal capacity and right to execute, deliver and perform
each purchase agreement, each purchase agreement has been duly executed
and delivered by it and is binding on it;

- the consummation of the sales do not require any material action or
filing with any governmental authority except for compliance with the
applicable requirements of the local franchising authorities and the
Federal Communications Commission ("FCC"), and does not require any other
consents or

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<PAGE> 19

actions of third parties other than obtaining the requisite consents of
its limited partners and other third parties disclosed in the purchase
agreements;

- the consummation of the sales do not violate its constituent documents or
any statutory or regulatory requirement or contractual obligation
applicable to it or its assets or systems;

- its most recent audited financial statements are in accordance with GAAP
and its books and records and fairly present its financial condition and
results of operations as of the dates thereof and for the periods stated
therein;

- no materially adverse changes have occurred in Enstar Six-A's operations
since December 31, 1999;

- except as disclosed in the purchase agreements, each franchise, FCC
license and operating agreement applicable to Enstar Six-A is valid and
in full force and effect;

- it has good title to, or valid leasehold interests in, all of the cable
television systems assets (including real property) being sold by it;

- there is no material litigation or pending or threatened claim relating
to it, except as disclosed in the purchase agreements;

- it has no knowledge that it is not in compliance with all legal
requirements applicable to it and its respective cable systems and it has
operated its systems in material compliance with applicable environmental
laws; and

- except for Daniels & Associates, L.P., it has not retained any broker or
finder in connection with either of the sales.

Each of the Multimedia I and Multimedia II Agreements also contains certain
representations and warranties identifying and describing the specific assets
comprising each of the Selling Partnership's cable systems.

Conditions Precedent

Under each of the purchase agreements, Multimedia's obligation to acquire
the cable systems is subject to the following conditions precedent:

- no judgment, decree, order or other legal prohibition preventing or
making unlawful the sale shall be in effect;

- the necessary consents to transfer franchises shall have been obtained
such that franchises covering 90% of the Selling Partnerships' aggregate
subscribers can be legally transferred at closing;

- all other material authorizations, consents, permits and approvals
required for the consummation of the sale of the cable systems (as
designated in the purchase agreement) shall have been obtained and remain
in full force and effect;

- the necessary approvals of the general or limited partners (as the case
may be) of each of the Selling Partnerships shall have been obtained;

- the Selling Partnerships' representations shall be true and correct as of
the closing date such that the aggregate effect of any inaccuracies will
not have a material adverse effect on the Selling Partnerships or their
respective assets or systems; and

- the Selling Partnerships' shall have materially complied with their
obligations under the purchase agreement, which include the obligation to
operate the cable systems in the ordinary course consistent with past
practices.

The Selling Partnerships' obligations to sell the cable systems are subject
to conditions precedent comparable to those of Multimedia.

14
<PAGE> 20

Indemnification

Under each of the Multimedia I and Multimedia II Agreements, each Selling
Partnership has agreed that following the closing it will indemnify Multimedia
for liabilities that arise out of:

- breaches of such Selling Partnership's respective covenants and other
obligations under the purchase agreement;

- such Selling Partnership's operation of its cable systems prior to
closing;

- subject to a six-month survival period, breaches of such Selling
Partnership's respective representations and warranties; and

- assets and liabilities that Multimedia does not acquire or assume.

The Selling Partnerships' aggregate indemnification liability for breaches
of representations and warranties is $1,800,000 and $4,250,000 under the
Multimedia I Agreement and the Multimedia II Agreement, respectively. These
amounts will be allocated among the Selling Partnerships based on each seller's
allocated portion of the purchase price. Enstar Six-A's allocable portions are
$258,852 under the Multimedia I Agreement and $557,119 under the Multimedia II
Agreement. At closing, Multimedia will withhold the amount of $1,800,000 from
the purchase price of the Multimedia I Agreement and $4,250,000 from the
purchase price of the Multimedia II Agreement, and deposit such amounts in
escrow for a period of six months, to provide a fund for payment of the Selling
Partnerships' indemnification obligations. At the end of such period, any funds
remaining in escrow that are not subject to a pending claim will be disbursed to
the Selling Partnerships entitled to receive such funds on a pro rata basis.

Each purchase agreement contains comparable provisions under which
Multimedia agrees to indemnify the Selling Partnerships for liabilities arising
out of breaches of its obligations, representations and warranties under the
purchase agreement and its operation of the cable systems following the closing.

Termination and Breakup Fee

Under each of the Multimedia I and Multimedia II Agreements, the Selling
Partnerships may terminate their respective purchase agreements if, prior to the
closing date, their fiduciary duties require them to entertain a third party's
offer to acquire the cable systems, and the Selling Partnerships' limited
partners approve a sale based on such offer. The General Partner does not expect
to receive superior offers because of the efforts made by the broker to solicit
offers. However, under each agreement, if Enstar Six-A or any of the Selling
Partnerships receives a competing offer for its cable television systems, it is
required to afford Multimedia an opportunity to improve its offer and to
disclose the competing offer, as well as any counter-offer subsequently
submitted by Multimedia, to the limited partners for their consideration.
Multimedia may also terminate either purchase agreement if a specified
percentage of Unitholders have disapproved the sale on the date 120 days
following execution of the purchase agreement. If either purchase agreement is
ultimately terminated solely because the Selling Partnerships approve a sale
based on a third party's offer, the Selling Partnerships' liability to
Multimedia would be a "breakup fee" in the aggregate amount of $750,000 in the
case of the Multimedia I Agreement, and $1,500,000 in the case of the Multimedia
II Agreement. Enstar Six-A would be liable for a pro rata portion of the breakup
fee, based on its allocated portion of the purchase price, i.e., $107,850 under
the Multimedia I Agreement and $196,500 under the Multimedia II Agreement. In
addition to the foregoing termination provision, the Selling Partnerships and
Multimedia each may terminate either purchase agreement on certain customary
grounds.

As the purchaser, Multimedia expects to fulfill its obligations under the
purchase agreements with the proceeds of financing to be obtained concurrent
with the closing on the purchase agreement. Neither purchase agreement, however,
contains a financing contingency.

15
<PAGE> 21

CLOSING OF THE SALE

It is anticipated that the Multimedia I Sale and the Multimedia II Sale
will be consummated as soon as practicable following receipt of (a) the
requisite consents of the Selling Partnerships' limited partners to the sale and
(b) the requisite consents of regulatory authorities to transfer the cable
systems to Multimedia.

The closing of each purchase agreement will occur so long as franchises
covering 90% of the aggregate subscribers of all the Selling Partnerships can be
legally transferred, provided all other conditions to closing are satisfied or
waived. Each purchase agreement provides that any franchises that cannot be
transferred at such time (and related assets) will be retained by the applicable
seller until the necessary consent or transfer is obtained, up to a maximum
period of one year. During that time Multimedia will manage the applicable
systems pursuant to a management agreement between Multimedia and the applicable
seller. At closing, Multimedia will withhold 20% of the amount of the purchase
price allocated to any such withheld system and will pay such amount to the
appropriate seller upon transfer of the withheld system. If the necessary
consent or approval is not obtained within one year following closing, the
franchise and related assets will nonetheless be transferred to Multimedia, but
Multimedia will not be required to pay the remaining 20% of the purchase price
applicable to such franchise and assets.

DESCRIPTION OF ASSETS

The table below sets forth certain operating statistics for Enstar Six-A's
cable television systems as of September 30, 2000:

<TABLE>
<CAPTION>
AVERAGE
MONTHLY
PREMIUM REVENUE
HOMES BASIC BASIC SERVICE PREMIUM PER
SYSTEM PASSED(1) SUBSCRIBERS PENETRATION(2) UNITS(3) PENETRATION(4) SUBSCRIBER
------ --------- ----------- -------------- -------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Flora, IL............ 9,020 6,105 67.7% 1,665 27.3% $32.41
Dyer, TN............. 3,794 2,219 58.5% 527 23.7% $34.68
------ ----- -----
Total................ 12,814 8,324 65.0% 2,192 26.3% $33.02
====== ===== =====
</TABLE>

---------------
(1) Homes passed refers to estimates by the Partnership of the approximate
number of dwelling units in a particular community that can be connected to
the distribution system without any further extension of principal
transmission lines. Such estimates are based upon a variety of sources,
including billing records, house counts, city directories and other local
sources.

(2) Basic subscribers as a percentage of homes passed by cable.

(3) Premium service units include only single channel services offered for a
monthly fee per channel and do not include tiers of channels offered as a
package for a single monthly fee.

(4) Premium service units as a percentage of homes subscribing to cable service.
A customer may purchase more than one premium service, each of which is
counted as a separate premium service unit. This ratio may be greater than
100% if the average customer subscribes for more than one premium service.

(5) Average monthly revenue per basic subscriber has been computed based on
revenue for the nine months ended September 30, 2000.

USE OF PROCEEDS AND CASH DISTRIBUTIONS

The following table sets forth the anticipated application of the combined
net proceeds from the Multimedia I and Multimedia II Sales. The amount available
for distribution to the limited partners of Enstar Six-A shown below assumes
that all of the cable television systems covered by the Multimedia I and
Multimedia II Agreements are sold to Multimedia for the price, and subject to
the other terms and conditions, contained in the applicable purchase agreement,
including reasonable closing adjustments.

As promptly as practicable following the sale and calculation of all
required purchase price adjustments, the General Partner will discharge all of
Enstar Six-A's liabilities and distribute the Partnership's remaining

16
<PAGE> 22

assets to itself and the limited partners in accordance with Enstar Six-A's
partnership agreement. The General Partner presently estimates that the total
distributions to the limited partners from the proceeds of the Multimedia I and
Multimedia II Sales, would total approximately $145 per Unit, after estimated
closing adjustments and liquidation expenses, and subject to applicable
withholding taxes. This estimate is based on the assumed expenses shown below,
and also assumes a closing during the first quarter of 2001. HOWEVER, THERE CAN
BE NO ASSURANCE AS TO THE ACTUAL AMOUNTS DISTRIBUTED, OR AS TO THE AMOUNTS SET
FORTH BELOW. ACTUAL AMOUNTS MAY VARY MATERIALLY FROM THESE ESTIMATES.

In accordance with Enstar Six-A's partnership agreement, distributions will
be distributed in proportion to, and to the extent of, the positive capital
account balances of the general and limited partners.

<TABLE>
<S> <C>
Purchase price.............................................. $16,416,157
Less: Reasonable closing adjustments(1)..................... (1,186,416)
Less: Working capital adjustment............................ (1,799,521)
Less: Note payable to Enstar Finance Company................ (1,050,000)
Less: Expenses of Liquidation Plan.......................... (656,646)
-----------
Net distribution amount..................................... $11,723,574
Less: Distribution to General Partner....................... (124,165)
-----------
Distributions to limited partners........................... $11,599,409
===========
Estimated distributions to limited partners per Unit........ $ 145
===========
</TABLE>

---------------

(1) The purchase price is subject to adjustments pursuant to the purchase
agreements. These adjustments are only estimates, and the adjustment
actually made at closing may be more or less than this amount. These
adjustments include the Partnership's allocable portions of the
indemnification escrow under the purchase agreements.

DISADVANTAGES OF THE LIQUIDATION PLAN

The principal disadvantage which would result to the limited partners from
the approval of the Liquidation Plan is that Enstar Six-A would not benefit from
any future improvements in economic and market conditions for its cable
television systems, which improvements could produce increased cash flow and
possibly increase the sale price of all or any of the cable television systems
in the future.

CONSEQUENCES OF FAILURE TO APPROVE LIQUIDATION PLAN

If the Multimedia I and Multimedia II Sales are not completed, Enstar Six-A
will continue to operate its cable television systems for an indefinite period
of time, the duration of which we are unable to predict. Further, if the
Liquidation Plan is not approved, we believe the Partnership will face
significant competition from a variety of larger and better-financed providers
of technologically advanced television, telephone and Internet services. In our
view, unless the Partnership were to make large investments in new, broadband
technology, it will not be able to offer the quality and quantity of services
that will be needed for Enstar Six-A to compete in such a new environment. Last,
if the Multimedia I and Multimedia II Sales are not approved, we might seek
buyers for the cable systems from time to time when, in our judgment, market
conditions are favorable. Any such sale might be on terms less favorable than
the terms of the proposed Multimedia sales, especially if the cable systems are
sold individually instead of in a larger transaction. Failure by the limited
partners to approve the Liquidation Plan will not affect their rights under the
partnership agreement.

LIQUIDATION

As soon as practicable following the closing of each sale, the General
Partner on behalf of Enstar Six-A will cause Enstar Six-A to: (a) pay all costs
associated with the sale, including costs associated with the solicitation of
consents from the Unitholders; (b) estimate and reserve for all such costs
associated with the

17
<PAGE> 23

sale for which invoices have not yet been received; and (c) provide a further
contingency reserve for all other expenses and liabilities of Enstar Six-A. The
General Partner will then cause the Enstar Six-A to distribute the balance of
the cash from the sale to itself and the limited partners as provided in the
partnership agreement.

The remaining assets of Enstar Six-A and any remainder of the contingency
reserve, will be distributed to the General Partner and the limited partners as
soon as practicable after the closing of the sale. Enstar Six-A will terminate
and be dissolved upon the disposition of all of its assets.

FEDERAL INCOME TAX CONSEQUENCES OF THE LIQUIDATION PLAN

General

The following discussion generally summarizes the federal income tax
consequences expected to arise from the consummation of the Liquidation Plan.
Further, it does not summarize state income tax consequences of the Liquidation
Plan, which can vary from state to state. This summary is not intended to be and
should not be considered an opinion respecting the federal, state, local or
foreign income tax consequences to a particular limited partner. DUE TO THE
COMPLEXITY OF THE TAX ISSUES INVOLVED, THE UNITHOLDERS ARE URGED TO CONSULT WITH
THEIR PERSONAL TAX ADVISORS REGARDING THEIR INDIVIDUAL CIRCUMSTANCES AND THE TAX
REPORTING CONSEQUENCES OF THE TRANSACTION.

This summary is based upon the Internal Revenue Code of 1986, as amended
(which is also referred to as the Code); existing final, temporary and proposed
Treasury regulations thereunder (which are also referred to as the Regulations);
published rulings and practices of the Internal Revenue Service (which is also
referred to as the IRS); and court decisions, each as currently in effect. There
can be no assurance that the IRS will agree with the conclusions herein or that
future legislation or administrative changes or court decisions will not
significantly modify the federal income tax law regarding the matters described
herein, potentially with retroactive effect. This interpretation is also subject
to subsequent issuance of Treasury regulations and procedures for federal income
tax reporting.

This summary does not discuss all the federal income tax aspects of the
Liquidation Plan that may be relevant and material to a particular Unitholder in
light of the Unitholder's personal circumstances, or to certain types of
Unitholders who are subject to special treatment. For example, insurance
companies, S corporations, partnerships, pension and profit sharing plans,
tax-exempt organizations, non-U.S. taxpayers and others may be subject to
special rules not discussed below. This summary also does not address other
federal, state, local or foreign tax consequences of consummation of the
Liquidation Plan.

Partnership Status

Under current law, a "partnership" is not a taxable entity and incurs no
federal income tax liability. Instead, each partner is required to take into
account in computing such partner's income tax liability such partner's
allocable share of the partnership's items of income, gain, loss, deduction and
credit. The distribution of cash attributable to partnership income is generally
not a separate taxable event. This tax treatment, however, depends entirely upon
Enstar Six-A's classification as a "partnership" (rather than as an "association
taxable as a corporation") for federal income tax purposes. This summary assumes
that the Partnership has been and will continue to be properly classified as a
"partnership" for federal income tax purposes. No opinion of counsel or of the
Partnership's independent accountants or ruling from the IRS is currently being
sought with respect to this partnership status issue.

Federal Income Tax Consequences

Realization of Gain on Sale of Assets. Consummation of the Liquidation
Plan will cause the Partnership to recognize gain for federal income tax
purposes. In general, such gain will equal the excess of the "amount realized"
over the Partnership's adjusted basis in the assets. The General Partner
anticipates that some or all of the recognized gain will be taxable as ordinary
income resulting from the recapture of previously claimed deductions for
depreciation and amortization under section 1245 of the Code. The gain
recognized by

18
<PAGE> 24

a limited partner may be reduced by his prior losses not deductible because of
the "passive activity loss" limitations under section 469 of the Code. For more
information, please see the subsection entitled Passive Activity Losses below.

Passive Activity Losses. Under Section 469 of the Code, non-corporate
taxpayers, personal service corporations or certain other closely held
corporations generally can deduct "passive activity losses" in any year only to
the extent of its passive activity income for that year. Substantially all
post-1986 losses of Unitholders from the Partnership should be considered
passive activity losses. Thus, Unitholders may have "suspended" passive losses
from the Partnership (i.e., post-1986 net taxable losses in excess of
statutorily permitted "phase-in" amounts which have not been used to offset
income from other passive activities) which may be available to shelter gain
from the Liquidation Plan. Unitholders should consult their own tax advisors
regarding the effect that the passive activity loss rules will have upon his or
her tax situation.

Unrelated Business Income. For most tax-exempt Unitholders, a portion of
the gain from the sale of the assets will be treated as unrelated business
income subject to tax under section 511 of the Code. Under Section 514(a) of the
Code, gain from the sale of "debt-financed property" is treated as unrelated
business income generally in an amount equal to a ratio determined by comparing
the property's debt to its cost basis. Additional unrelated business income may
result to a tax-exempt Unitholder which borrowed funds to purchase its Units.
Tax-exempt Unitholders should consult their own tax advisors regarding the
unrelated trade or business income that may result from the sale of the
Partnership's cable television systems.

Foreign Investors. A Unitholder who is a nonresident alien individual,
foreign corporation or other foreign person, is subject to a withholding tax on
that person's share of the gain recognized on the Liquidation Plan. The
withholding rates are 39.6% for Unitholders other than corporate Unitholders and
35% for corporate Unitholders. Amounts withheld will be remitted to the IRS and
the foreign person will receive a credit on such person's U.S. tax return for
the amount of the tax withheld by the Partnership. The tax withheld will be
treated as a distribution to the foreign Unitholder.

Complete liquidation. In general, upon complete liquidation of the
Partnership, gain will recognized by a Unitholder upon receipt of a liquidating
distribution only to the extent any money (and certain other property) received
exceeds the adjusted basis of the Unitholder's Units. It is anticipated that a
Unitholder's basis for his Units will be approximately equal to his liquidating
distribution, primarily because the basis for his Units will be increased by his
share of gain on the sale of the assets. Thus, little or no additional gain
should be recognized as a result of receiving a liquidating distribution.
However, this may not be true in all cases, and some or all of the Unitholders
may recognize gain on the liquidation of the Partnership in addition to their
share of gain realized by the Partnership on the sale of the Partnership's
assets. Since any decrease in a Unitholder's share of Partnership liabilities is
deemed to be a distribution of money, the amount of gain on a liquidation
distribution may exceed the actual distribution of money. Loss will generally be
recognized by a Unitholder only if he receives no property other than money, and
then only to the extent the adjusted basis of his Units exceed the sum of any
money received.

State Tax Consequences

Many states impose income tax withholding requirements on partnerships that
have nonresident partners. These requirements are at the partnership level and,
therefore, do not reflect the actual tax profile of the individual partner.
Nonetheless, the Unitholders are urged to consult their personal tax advisors
for advice regarding the application of the information set forth herein to
their individual circumstances, including the state tax consequences to each of
them on the consummation of the Liquidation Plan and related distributions.

NO APPRAISAL RIGHTS

If the Unitholders owning at least a majority of the Units on the Record
Date vote in favor of the Liquidation Plan, such approval will bind all
Unitholders. The partnership agreement and the Georgia Revised Uniform Limited
Partnership Act, under which Enstar Six-A is governed, do not give rights of
appraisal or similar rights to Unitholders who dissent from the vote of the
majority in approving or disapproving the Liquidation Plan. Accordingly,
dissenting Unitholders do not have the right to have their Units appraised and

19
<PAGE> 25

to have the value of their Units paid to them because they disapprove of the
action of a majority in Units of the Unitholders.

MARKET PRICES OF PARTNERSHIP UNITS NOT AVAILABLE

No established market for the Units of Enstar Six-A was ever expected to
develop, and none has developed. Consequently, transactions in the Units have
been limited and sporadic, and it is not known to what extent those transactions
have been between willing buyers and willing sellers, and whether they have
fairly reflected the market value of Enstar Six-A. For these reasons, reliable
market prices for the Units are not available.

DISTRIBUTIONS TO UNITHOLDERS

From the January 1989 through May 1993, Enstar Six-A made aggregate cash
distributions to its Unitholders in the amount of $3,353,637, or $42 per Unit.
Such distributions were made from operating cash flow. Enstar Six-A has not made
distributions to its limited partners since May 1993.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

On September 30, 2000, there were 79,818 Units issued and outstanding and
entitled to vote on matters upon which the Unitholders may vote or consent,
which were held by 1,866 Unitholders. The General Partner owns a 0.5% interest
in the Partnership.

As of September 30, 2000, the only person known by the Partnership to own
beneficially or that may be deemed to own beneficially more than 5% of the Units
was:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
NAME AND ADDRESS ---------------------
OF BENEFICIAL OWNER AMOUNT PERCENT
------------------- -------- ---------
<S> <C> <C>
Everest Cable Investors LLC................................ 4,726(1) 5.9%
199 South Los Robles Ave., Suite 440
Pasadena, CA 91101
</TABLE>

---------------
(1) As reported to us by our transfer agent, Gemisys Corporation.

The General Partner is a wholly-owned subsidiary of Charter Communications
Holding Company, LLC. As of September 30, 2000, Charter Communications Holding
Company, LLC was beneficially controlled by Paul G. Allen through his ownership
and control of Charter Communications, Inc., Charter Investment, Inc. and Vulcan
Cable III, Inc.

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<PAGE> 26

IDENTITY AND BACKGROUND OF CERTAIN PERSONS

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

Charter Communications Holding Company, LLC, is owned, in part, by Charter
Communications, Inc. Charter Communications, Inc. is a public company. Charter
Communications Holding Company, LLC owns Enstar Communications Corporation, and
as an indirect subsidiary, also owns Enstar Cable Corporation, the company that
provides management services to the Enstar partnerships. Enstar Communications
Corporation is the general partner of the 14 Enstar partnerships that own cable
systems in various areas of the country. Charter has grown rapidly over the past
five years, completing 34 acquisitions during this period, including 14 since
January 1, 1999. As a result of its acquisition strategy, Charter is the fourth
largest operator of cable television systems in the United States, serving
approximately 6.3 million customers.

ENSTAR COMMUNICATIONS CORPORATION

Enstar Communications is the general partner of Enstar Six-A. Enstar
Communications is a Georgia corporation whose principal business is to engage in
the cable/telecommunications business, both as a general partner of 14 limited
partnerships formed to own and operate cable television systems, and through a
wholly-owned operating subsidiary. As of December 31, 1999, Enstar
Communications managed cable television systems serving approximately 81,100
basic subscribers, all of which are currently in various stages of being sold.
The address of Enstar Communications' principal executive offices is 12444
Powerscourt Drive, Suite 100, St. Louis, Missouri 63131.

Set forth below is certain general information about the Directors and
Executive Officers of Enstar Communications, each of whom holds a comparable
position with Charter Communications, Inc.:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jerald L. Kent....................... 44 Director, President and Chief Executive Officer
David Andersen....................... 51 Senior Vice President -- Communications and Investor
Relations
David G. Barford..................... 42 Senior Vice President of Operations -- Western Division
Mary Pat Blake....................... 45 Senior Vice President -- Marketing and Programming
Eric A. Freesmeie.................... 47 Senior Vice President -- Administration
Thomas R. Jokerst.................... 51 Senior Vice President -- Advanced Technology Development
Kent D. Kalkwarf..................... 41 Senior Vice President and Chief Financial Officer
Ralph G. Kelly....................... 43 Senior Vice President -- Treasurer
David L. McCall...................... 45 Senior Vice President of Operations -- Eastern Division
John C. Pietri....................... 50 Senior Vice President -- Engineering
Michael E. Riddle.................... 41 Senior Vice President and Chief Information Officer
Steven A. Schumm..................... 48 Executive Vice President, Assistant to the President
Curtis S. Shaw....................... 51 Senior Vice President, General Counsel and Secretary
Steven E. Silva...................... 40 Senior Vice President -- Corporate Development and
Technology
James (Trey) H. Smith, III........... 52 Senior Vice President of Operations -- Western Division
</TABLE>

JERALD L. KENT, President, Chief Executive Officer and Director of Enstar
Communications, Inc. Mr. Kent has held these positions with Enstar
Communications since November 1999 and with Charter Investment, Inc. (an
affiliate of Enstar Communications) since April 1995. He previously held the
position of Chief Financial Officer of Charter Investment. Prior to co-founding
Charter Investment in 1993, Mr. Kent was Executive Vice President and Chief
Financial Officer of Cencom Cable Associates, Inc. Before that, he held other
executive positions at Cencom. Earlier he was with Arthur Andersen LLP, where he
attained the position of tax manager. Mr. Kent is a member of the board of
directors of High Speed Access Corp., Cable Television Laboratories, Inc., Com2l
Inc. and C-SPAN. He is also a member of the executive committee and the board of
directors of NCTA. Mr. Kent, a certified public accountant, received his
undergraduate and M.B.A. degrees from Washington University (St. Louis.).

21
<PAGE> 27

DAVID C. ANDERSEN, Senior Vice President -- Communications. Prior to
joining Enstar Communications in May 2000, Mr. Andersen served as Vice President
of Communications for CNBC, the worldwide cable and satellite business news
network subsidiary of NBC. Before that, starting in 1982 when he established
their public relations department, Mr. Andersen served in various management
positions at Cox Communications, Inc., most recently as Vice President of Public
Affairs. Mr. Andersen serves on the Board of KIDSNET, and is a former Chairman
of the National Captioning Institute's Cable Advisory Board. He received a B.S.
degree in Journalism from the University of Kansas.

DAVID G. BARFORD, Executive Vice President and Chief Operating
Officer. Mr. Barford was promoted to his current position in July 2000,
previously serving as Senior Vice President of Operations-Western Division.
Prior to joining Charter Investment in 1995, Mr. Barford held various senior
marketing and operating roles during nine years at Comcast Cable Communications,
Inc. He received a B.A. degree from California State University, Fullerton, and
an M.B.A. degree from National University.

MARY PAT BLAKE, Senior Vice President -- Marketing and Programming. Ms.
Blake has held this position with Enstar Communications since November 1999.
Prior to joining Charter Investment in 1995, Ms. Blake was active in the
emerging business sector and formed Blake Investments, Inc. in 1993. She has 18
years of experience with senior management responsibilities in marketing, sales,
finance, systems, and general management. Ms. Blake received a B.S. degree from
the University of Minnesota and an M.B.A. degree from the Harvard Business
School.

ERIC A. FREESMEIER, Senior Vice President -- Administration. Mr.
Freesmeier has held this position with Enstar Communications since November
1999. From 1986 until joining Charter Investment in 1998, Mr. Freesmeier served
in various executive management positions at Edison Brothers Stores, Inc.
Earlier he held management and executive positions at Montgomery Ward. Mr.
Freesmeier holds a bachelor's degree from the University of Iowa and a master's
degree from Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST, Senior Vice President Advanced Technology
Development. Mr. Jokerst has held this position with Enstar Communications
since November 1999. Mr. Jokerst joined Charter Investment in 1994. Previously
he served as a vice president of Cable Television Laboratories and as a regional
director of engineering for Continental Cablevision. He is a graduate of Ranken
Technical Institute and of Southern Illinois University.

KENT D. KALKWARF, Executive Vice President and Chief Financial
Officer. Mr. Kalkwarf was promoted to the position of Executive Vice President
in July 2000, previously serving as Senior Vice President and Chief Financial
Officer. Prior to joining Charter Investment in 1995, Mr. Kalkwarf was employed
for 13 years by Arthur Anderson LLP, where he attained the position of senior
tax manager. He has extensive experience in cable, real estate, and
international tax issues. Mr. Kalkwarf has a B.S. degree from Illinois Wesleyan
University and is a certified public accountant.

RALPH G. KELLY, Senior Vice President -- Treasurer. Mr. Kelly has held
this position with Enstar Communications since November 1999. Prior to joining
Charter Investment in 1993, Mr. Kelly was controller and then treasurer of
Cencom Cable Associates. He left Charter in 1994, to become Chief Financial
Officer of CableMaxx, Inc., and returned in 1996. Mr. Kelly received his
bachelor's degree in accounting from the University of Missouri -- Columbia and
his M.B.A. degree from Saint Louis University.

DAVID L. McCALL, Senior Vice President of Operations -- Eastern
Division. Mr. McCall has held this position with Enstar Communications since
November 1999. Prior to joining Charter Investment in 1995, Mr. McCall was
associated with Crown Cable and its predecessor, Cencom Cable Associates, Inc.,
from 1983 to 1994. Mr. McCall has served as a director of the South Carolina
Cable Television Association for ten years and is a member of the Southern Cable
Association's Tower Club.

JOHN C. PIETRI, Senior Vice President -- Engineering. Mr. Pietri has held
this position with Enstar Communications since November 1999. Prior to joining
Charter Investment in 1998, Mr. Pietri was with Marcus Cable for nine years,
most recently serving as Senior Vice President and Chief Technical Officer.

22
<PAGE> 28

Earlier he was in operations with West Marc Communications and Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.

MICHAEL E. RIDDLE, Senior Vice President and Chief Information
Officer. Prior to joining Enstar Communications in December 1999, Mr. Riddle
was Director of Applied Technologies of Cox Communications for four years. Prior
to that, he held technical and management positions during 17 years at
Southwestern Bell and its subsidiaries. Mr. Riddle attended Fort Hays State
University.

STEVEN A. SCHUMM, Executive Vice President, Assistant to the
President. Mr. Schumm has held these positions with Enstar Communications since
November 1999. Prior to joining Charter Investment in 1998, Mr. Schumm was
Managing Partner of the St. Louis office of Ernst & Young LLP, where he was a
partner for 14 of 24 years. He served as one of 10 members of the firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University.

CURTIS S. SHAW, Senior Vice President, General Counsel and Secretary. Mr.
Shaw has held these positions with Enstar Communications since November 1999.
From 1988 until he joined Charter Investment in 1997, Mr. Shaw served as
corporate counsel to NYNEX. He has over 26 years of experience as a corporate
lawyer, specializing in mergers and acquisitions, joint ventures, public
offerings, financings, and federal securities and antitrust law. Mr. Shaw
received a B.A. degree from Trinity College and a J.D. degree from Columbia
University School of Law.

STEPHEN E. SILVA, Senior Vice President -- Corporate Development and
Technology. Mr. Silva has held this position with Enstar Communications since
November 1999. From 1983 until joining Charter Investment in 1995, Mr. Silva
served in various management positions at U.S. Computer Services, Inc. He is a
member of the board of directors of High Speed Access Corp.

JAMES (TREY) H. SMITH, III, Senior Vice President of Operations -- Western
Division. Mr. Smith was appointed to his current position in September 2000,
previously serving as a Division President of AT&T Broadband. Before that, he
was President and CEO of Rogers Cablesystems Ltd., Senior Vice President of the
Western Region for MediaOne/Continental Cable and Executive Vice President of
Operations for Times Mirror Cable TV, Inc. He received B.B.A. and M.B.A. degrees
from Georgia State University and is a certified public accountant.

MULTIMEDIA ACQUISITION CORP.

Multimedia Acquisition Corp., the purchaser under Multimedia I and
Multimedia II Agreements, is a Pennsylvania corporation. Multimedia is not
affiliated with any Selling Partnership. The address of
Multimedia's principal executive offices is 1059 East 10th Street, Hazleton,
Pennsylvania 18201.

VOTING PROCEDURES

The Liquidation Plan is a single proposal that must be approved by the
holders of at least a majority of the Units. We are seeking to obtain that
approval through the solicitation of written consents. No meeting of the
Unitholders will be held. A vote to approve the Liquidation Plan will constitute
approval of each of the elements of the Liquidation Plan. If the holders of a
majority of the Units on the Record Date vote to approve the Liquidation Plan,
that approval will bind all Unitholders.

The close of business on October 31, 2000 has been fixed as the Record Date
for determining the Unitholders entitled to receive notice of the solicitation
of consents and to consent to the Liquidation Plan. Consents of the Unitholders
to the Liquidation Plan will be solicited during the period, also referred to as
the Solicitation Period, which begins on [DATE OF SOLICITATION] and will end at
5:00 p.m., New York City time, on the earlier of [30 DAYS FROM DATE OF
SOLICITATION], 2000 or the day that holders of at least a majority of the Units
consent (unless extended, in the sole discretion of Enstar Communications acting
on behalf of Enstar Six-A). The enclosed consent card permits you to approve,
disapprove or abstain with respect to the Liquidation Plan. Please indicate your
approval, disapproval or abstention by marking and signing and dating the
enclosed consent card and returning it in the enclosed self-addressed envelope
to Georgeson Shareholder

23
<PAGE> 29

Communications Inc., Wall Street Station, P.O. Box 1101, New York, New York
10269-0666, a company Enstar Six-A has engaged to act as Soliciting Agent. If
you sign and send in the enclosed consent card and do not indicate how you want
to vote, your consent card will be treated as voting to APPROVE the Liquidation
Plan. If you fail to send in your consent card or ABSTAIN, it will have the same
effect as a vote to DISAPPROVE the Liquidation Plan.

You may change your vote at any time before 5:00 p.m., New York City time,
on [30 DAYS FROM DATE OF SOLICITATION], 2000 or the day that holders of a
majority of the Units consent, whichever comes first (unless extended, in the
sole discretion of Enstar Communications acting on behalf of Enstar Six-A). You
can do this in one of two ways. First, you can send a written notice dated later
than your consent card stating that you would like to revoke or change your
vote. Second, you can complete and submit a new consent card dated later than
your original consent card. If you choose either of these two methods, you must
submit your notice of revocation or new consent card to the Soliciting Agent. If
you instructed a broker to vote your Units, you must follow your broker's
directions for changing those instructions. TO BE EFFECTIVE, YOUR NOTICE OF
REVOCATION OR NEW CONSENT CARD MUST BE RECEIVED BY GEORGESON SHAREHOLDER
COMMUNICATIONS BEFORE THE END OF THE SOLICITATION PERIOD.

On September 30, 2000, there were 79,818 outstanding Units entitled to vote
on the Liquidation Plan, which were held by 1,866 Unitholders. Unitholders
holding at least a majority of the outstanding Units are required to approve the
Liquidation Plan.

AVAILABLE INFORMATION

This Consent Solicitation Statement does not purport to be a complete
description of all agreements and matters relating to the condition of Enstar
Six-A, Enstar Six-A's assets and the transactions described herein. With respect
to statements contained in this Consent Solicitation Statement as to the content
of any contract or other document filed as an exhibit to Enstar Six-A's Annual
Report on Form 10-K for the year ended December 31, 1999, Quarterly Reports on
Form 10-Q for the periods ended March 31, 2000, June 30, 2000, and September 30,
2000, or a Current Report on Form 8-K, each such statement is qualified in all
respects by reference to such reports and the schedules thereto, which may be
obtained without charge upon written request to Enstar Six-A. To make such a
request, you should write to Enstar Communications Corporation, 12444
Powerscourt Drive, Suite 100, St. Louis, Missouri 63131, Attention: Ms. Carol
Wolf, Manager of Partnership Relations; or call (314) 543-2389.

24
<PAGE> 30
Exhibit A

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

ENSTAR INCOME PROGRAM 1984-1, L.P.,
ENSTAR INCOME PROGRAM IV-3, L.P.,
ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.,
ENSTAR VII, ENSTAR VIII AND ENSTAR X, LTD.,
AS SELLERS,

AND

MULTIMEDIA ACQUISITION CORP.,
AS BUYER

Dated as of June 21, 2000

A-1
<PAGE> 31
TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Terms Defined in this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2. SALE OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.1 Sales of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2 Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.1 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Manner and Time of Closing and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.3 Adjustment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.4 Instrument of Assignment and Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.5 Deposit Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.6 Purchase Price Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4. REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.1 Organization, Qualification and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.2 Capacity; Due Authorization; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.3 Absence of Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.4 Financial Statements; Absence of Undisclosed Liabilities; Accounts Receivable . . . . . . . . . . . 15
4.5 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.6 Real Property; Leases; Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.7 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.8 Governmental Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.9 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.10 Pole Attachment Agreements; Related Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.11 Retransmission Consent and Must-Carry; Rate Regulation; Copyright Compliance . . . . . . . . . . . 18
4.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.13 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.14 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.15 Labor Relations; Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

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<PAGE> 32
TABLE OF CONTENTS
(CONTINUED)

<TABLE>
<CAPTION>
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<S> <C> <C>
4.16 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.17 Bonds; Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.18 Information on the Systems and Subscribers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.19 Broker; Brokers' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5. REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.1 Organization, Qualification and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.2 Capacity; Due Authorization; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.3 Absence of Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.5 Financial Capability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.6 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6. COVENANTS OF SELLER AND BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1 Continuity and Maintenance of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.2 Access to Seller; Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.3 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.4 No Public Announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.5 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.6 Employees; Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.7 Required Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.8 Use of Transferor's Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.9 Delivery of Subscriber Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.10 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.11 Further Assurances; Satisfaction of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.12 Environmental Reports; Title Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.13 Limited Partner Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.14 Dyer Office Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.15 Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.16 Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.17 Upgrade of Covington System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

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TABLE OF CONTENTS
(CONTINUED)

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.1 Representations and Warranties of Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.3 Transferable Franchise Areas; Material Consents; Franchise Renewals; Franchise Extensions . . . . . 32
7.4 Hart-Scott-Rodino Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.5 Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.6 Delivery of Certificates and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.7 Opinion of Sellers' Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.8 Opinion of Sellers' FCC Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.9 Limited Partner Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8. CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.1 Representations and Warranties of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.2 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.3 Transferable Franchise Areas; Material Consents . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.4 Hart-Scott-Rodino Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.5 Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.6 Limited Partner Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.7 Delivery of Certificates and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.8 Opinion of Buyer's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.9 Payment for Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9. RETAINED FRANCHISES AND ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.1 Non-Transferable Franchise Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.2 Retained Franchise Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.3 Subsequent Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.4 Final Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.5 Franchise Purchase Price; Discounted Franchise Purchase Price . . . . . . . . . . . . . . . . . . . 36
9.6 Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

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TABLE OF CONTENTS
(CONTINUED)

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 36
10.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10.3 Assertion of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10.4 Notice of and Right to Defend Third Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . 37
10.5 Limitations of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.6 Indemnity Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
11. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
11.2 Breakup Fee; Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.3 Reimbursement of Expenses. Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . 40
11.4 Surviving Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
11.5 Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
12. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
14. PARTIES OBLIGATED AND BENEFITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
15. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
16. AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
17. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
18. SECTION HEADINGS AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
19. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
20. GOVERNING LAW; CONSENT IN JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
21. SPECIFIC PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

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<PAGE> 35
LIST OF EXHIBITS AND SCHEDULES

Exhibits

A Form of Deposit Escrow Agreement
B Form of Indemnity Escrow Agreement
C Form of Bill of Sale and Assignment and Assumption Agreement
D Form of Opinion of Sellers' Counsel
E Form of Opinion of Sellers' FCC Counsel
F Form of Opinion of Buyer's Counsel

Schedules

1.1A Purchase Price Allocation; Subscriber Adjustment Amounts;
Minimum Subscriber Numbers; Indemnification Allocation
1.1B Permitted Encumbrances
2.1(b)(i) Programming and Retransmission Consent Agreements Being
Assigned
2.1(b)(viii) Excluded Assets
4.3 Required Consents
4.4 Financial Statements
4.6(a) Owned Real Property
4.6(b) Leased Real Property
4.7(b) Personal Property Leases
4.8 Governmental Authorizations
4.8A Agreements and Governmental Authorizations Not Delivered
4.9 Agreements
4.10 Pole Attachment Agreements; Related Agreements
4.11 Retransmission Consent and Must-Carry; Rate Regulation
4.14(a) Systems Plans
4.16 Environmental Matters
4.17 Bonds; Guaranties; Letters of Credit
4.18 Information on the Systems and Subscribers
7.3 Required Transferable Franchise Areas

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<PAGE> 36
ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made as of the 21st day of June, 2000, is by
and between Multimedia Acquisition Corp., a Pennsylvania corporation ("Buyer"),
and Enstar Income Program 1984-1, L.P., a Georgia limited partnership, Enstar
Income Program IV-3, L.P., a Georgia limited partnership, Enstar Income/Growth
Program Six-A, L.P., a Georgia limited partnership, Enstar VII, a Georgia
limited partnership, Enstar VIII, a Georgia limited partnership, and Enstar X,
Ltd., a Georgia limited partnership (collectively, "Sellers," and each
individually, a "Seller").

W I T N E S S E T H:

WHEREAS, Sellers own and operate cable television systems in
the communities of Brownsville, Dyer and Ripley, Tennessee; Fulton, Kentucky;
Snowhill, North Carolina; and Pageland and Chesterfield, South Carolina, as
more particularly described in Schedule 4.18 hereto (the "Systems");

WHEREAS, Sellers have agreed to convey to Buyer substantially
all of their respective assets comprising or used or usable in connection with
their operation of their respective Systems, upon the terms and conditions set
forth herein;

WHEREAS, Buyer has agreed to assume certain specified
liabilities of Sellers, upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the representations and
warranties and the mutual covenants and agreements herein contained, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Sellers and Buyer do hereby agree as follows:

1. Definitions.

1.1 Terms Defined in this Section. In addition to the terms
defined elsewhere in this Agreement, the following terms shall have the
following meanings when used herein with initial capital letters:

"Accounts Receivable" means the sum of 99% of the book value
of all subscriber accounts receivable that are outstanding as of the Closing
Date and no part of which other than $5.00 is more than sixty (60) days past
due (with an account being past due one day after the first day of the period
to which the applicable billing relates); plus 95% of the book value of all
advertising and other accounts receivable that are outstanding as of the
Closing Date and no part of which other than $5.00 is more than ninety (90)
days from the invoice date.

"Affiliate" means, with respect to any Person, any other
Person controlling, controlled by or under common control with, such Person,
with "control" for such purpose meaning the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities or voting
interests, by contract or otherwise.
<PAGE> 37
"Basic Cable Service" means the tier of cable television
service that includes the retransmission of local broadcast signals as defined
by the Cable Act.

"Business Day" means any day other than Saturday, Sunday or a
day on which banking institutions in New York, New York are required or
authorized to be closed.

"Cable Act" means Title VI of the Communications Act of 1934,
as amended, 47 U.S.C. Sections 151 et seq., all other provisions of the Cable
Communications Policy Act of 1984 and the provisions of the Cable Television
Consumer Protection and Competition Act of 1992, and the provisions of the
Telecommunications Act of 1996 amending Title VI of the Communications Act of
1934, in each case as amended and in effect from time to time.

"Charter" means Charter Communications, Inc., a Delaware
Corporation.

"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder as in effect from time to
time.

"Communications Act" means the Communications Act of 1934, as
amended by the Cable Communications Policy Act of 1984, the Cable Television
Consumer Protection and Competition Act of 1992 and the provisions of the
Telecommunications Act of 1996 amending Title VI of the Communications Act of
1934, and as may be further amended, and the rules and regulations, policies
and published decisions of the FCC thereunder, as in effect from time to time.

"Compensation Arrangement" means any plan or compensation
arrangement, other than an Employee Plan or a Multiemployer Plan, whether
written or unwritten, which provides to employees or former employees of Seller
or any ERISA Affiliate any compensation or other benefits, whether deferred or
not, in excess of base salary or wages and excluding overtime pay, and
including, but not limited to, any bonus (including any bonus given to motivate
employees to work for Seller through the Closing), incentive plan, stock rights
plan, deferred compensation arrangement, stock purchase plan, severance pay
plan and any other perquisites and employees fringe benefit plans.

"Deposit Amount" means the amount of $1,800,000 (which amount
shall be allocated among Sellers on a pro rata basis based on the allocation of
the aggregate Purchase Price among Sellers), being deposited by Buyer with the
Escrow Agent pursuant to the Deposit Escrow Agreement to secure Buyer's
performance of its covenants and obligations to the respective Sellers
hereunder.

"Deposit Escrow Agreement" means the Deposit Escrow Agreement
among Buyer, Sellers and the Escrow Agent substantially in the form of Exhibit
A.

"Employee" means any person employed by Seller.

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<PAGE> 38
Multiemployer Plan) to which any Seller or any of its ERISA Affiliates
contributes or has any obligation to contribute or to which any Seller or any
of its ERISA Affiliates sponsors, maintains or otherwise has liability.

"Encumbrance" means any mortgage, lien, security interest,
security agreement, conditional sale or other title retention agreement,
pledge, option, charge, assessment, restriction, encumbrance, adverse interest,
adverse claim, voting agreement, restriction on transfer or any exception to or
defect in title.

"Environmental Claim" means any claim or charge of a violation
of or noncompliance with any Environmental Law.

"Environmental Laws" means any and all federal, state or local
laws, statutes, rules, regulations, ordinances, orders, decrees and other
binding obligations: (i) related to releases or threatened releases of any
Hazardous Substance to soil, surface water, groundwater, air or any other
environmental media; (ii) governing the use, treatment, storage, disposal,
transport or handling of Hazardous Substances; or (iii) related to the
protection of the environment and human health. Such Environmental Laws shall
include, but are not limited to, RCRA, CERCLA, EPCRA, the Clean Air Act, the
Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act,
the Endangered Species Act and any other federal, state or local laws,
statutes, ordinances, rules, orders, permit conditions, licenses or any terms
or provisions thereof related to clauses (i), (ii) or (iii) above.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder, as in effect from
time to time.

"ERISA Affiliate" means, with respect to any Seller, (i) any
corporation which at, or at any time before, the Closing Date is or was a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as Seller; (ii) any partnership, trade or business
(whether or not incorporated) which, at or any time before, the Closing Date is
or was under common control (within the meaning of Section 414(c) of the Code)
with such Seller; (iii) any entity, which at, or at any time before, the
Closing Date is or was a member of the same affiliated service group (within
the meaning of Section 414(m) of the Code) as either such Seller, any
corporation described in clause (i) or any partnership, trade or business
described in clause (ii); and (iv) any entity which at any time before the
Closing Date is or was required to be aggregated with such Seller under Section
414(o) of the Code.

"Escrow Agent" means The Bank of New York, or any other bank
reasonably acceptable to Seller and Buyer.

"Expanded Basic Service" means the tier of cable television
service offered separately from Basic Cable Service and for a charge in
addition to that charged for Basic Cable Service, and that can only be
purchased by subscribers that also receive Basic Cable Service, but not
including any a la carte programming tier or other programming offered on a per
channel or per program basis.

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<PAGE> 39
"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"Franchise" means all franchise agreements and similar
governing agreements, instruments and resolutions and franchise-related
statutes and ordinances that are necessary or required in order to operate any
of the Systems and to provide cable television services in any of the Systems.

"Franchise Area" means, with respect to any Franchise, the
geographic area in which a Seller is authorized to operate any of the Systems
pursuant to such Franchise.

"Franchise Extension" means the extension of the expiration
date for any Franchise that shall, by its terms, expire during the thirty-month
period subsequent to the Closing Date, such extension being on such terms and
conditions as shall be satisfactory to Buyer in its reasonably exercised
discretion.

"Franchise Renewal" means, for each Franchise that has expired
or shall expire prior to the Closing Date, the issuance of a new Franchise that
shall be on such terms and conditions as shall be satisfactory to Buyer in its
reasonably exercised discretion.

"GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.

"General Partner" means Enstar Communications Corporation, a
Georgia corporation.

"Governmental Authority" means (i) the United States of
America or (ii) any state of the United States of America and any political
subdivision thereof, including counties, municipalities and the like.

"Governmental Authorizations" means, collectively, all
Franchises and other authorizations, agreements, Licenses and permits for and
with respect to the construction and operation of any of the Systems obtained
from any Governmental Authority.

"Hazardous Substance" means any substance, hazardous material
or other substance or compound regulated under Environmental Laws, including,
without limitation, petroleum or any refined product or fraction or derivative
thereof.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations thereunder, as in effect
from time to time.

"Indemnity Escrow Agreement" means the Indemnity Escrow
Agreement or Agreements among Buyer, Sellers and the Escrow Agent,
substantially in the form of Exhibit B.

"Indemnity Fund" means the aggregate amount of $1,800,000,
being deposited by Buyer with the Escrow Agent pursuant to the Indemnity Escrow
Agreement(s) in accordance

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<PAGE> 40
with Section 10.6 and the terms of the Indemnity Escrow Agreement(s) to provide
funds for the payment of any indemnification to which any Buyer Indemnitee
shall be entitled under Section 10 hereof.

"Knowledge of Seller" or "Seller's Knowledge" means the actual
knowledge of the chief financial officer of the General Partner or, with
respect to any System, the general manager with respect to such system.

"Leases" means the Personal Property Leases and the Real
Property Leases.

"Legal Requirement" means any statute, ordinance, code, law,
rule, regulation, permit or permit condition, administrative or judicial
decree, order or other requirement, standard or procedure enacted, adopted or
applied by any Governmental Authority, including judicial decisions applying
common law or interpreting any other Legal Requirement.

"License" means any license, permit or other authorization
(other than a Franchise) issued by a Governmental Authority, including, but not
limited to, the FCC, used or useful in the operation of any of the Systems
(including but not limited to TV translator station licenses, microwave
licenses (including but not limited to Cable Television Relay Services "CARS")
and TVRO earth station registrations).

"Limited Partner" means each of the limited partners of each
Seller.

"Limited Partner Consents" means the written consents of the
Limited Partners of each Seller that are necessary for the consummation of the
transactions contemplated by this Agreement by such Seller in accordance with
the terms hereof, which shall be in form and substance satisfactory to such
Seller.

"Management Agreement" means any of the Management Agreements
entered into between Buyer and one or more of the Sellers pursuant to Section
9.6, which shall be in form and substance reasonably satisfactory to Buyer and
the applicable Seller(s), with Buyer having broad management authority and the
applicable Seller(s) receiving no compensation thereunder.

"Material Adverse Effect" means a material adverse effect on
any of the business, financial condition, results of operations, assets or
liabilities of any Seller or the Systems, taken as a whole.

"Material Consents" means the Required Consents designated as
Material Consents in Schedule 4.3.

"Minimum Subscriber Number" means 16,800 Subscribers, which
shall be allocated among the individual Sellers as set forth in Schedule 1.1A.

"Multiemployer Plan" means a plan, as defined in Section 3(37)
or 4001(a)(3) of ERISA, to which any Seller or any trade or business that would
be considered a single employer

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<PAGE> 41
with such Seller under Section 4001(b)(1) of ERISA contributed, contributes or
is required to contribute.

"Outside Closing Date" means March 31, 2001.

"Past Practices" means the practices used since November 12,
1999, in the Systems and in any cable system directly or indirectly controlled
by Charter that is of comparable size to the Systems and is located in a
geographic area comparable to those in which the Systems are located.

"Permitted Encumbrances" means the following: (i) statutory
landlord's liens and liens for current taxes, assessments and governmental
charges not yet due and payable (or being contested in good faith); (ii) zoning
laws and ordinances and similar Legal Requirements; (iii) rights reserved to
any Governmental Authority to regulate the affected property; (iv) as to
interests in Real Property, any easements, rights-of-way, servitudes, permits,
restrictions and minor imperfections or irregularities in title that are
reflected in the public records and that do not individually or in the
aggregate materially interfere with the right or ability to own, use, lease or
operate the Real Property as presently utilized; and (v) Encumbrances set forth
in Schedule 1.1B, provided that such Encumbrances set forth in Schedule 1.1B do
not individually or the in the aggregate materially interfere with Buyer's
right to own, use, lease or operate the Assets subject to such Encumbrances.

"Person" means any natural person, corporation, partnership,
trust, unincorporated organization, association, limited liability company,
Governmental Authority or other entity.

"Real Property" means all of the fee and leasehold estates
and, to the extent of the interest, title, and rights of Sellers in the
following: buildings and other improvements thereon, easements, licenses,
rights to access, rights-of-way and other real property interests that are
owned or held by Sellers and used or held for use in the business or operations
of the Systems, plus such additions thereto and less such deletions therefrom
arising between the date hereof and the Closing Date in accordance with this
Agreement.

"Related Agreements" means all written agreements,
instruments, affidavits, certificates and other documents, other than this
Agreement, that are executed and delivered by Buyer or Seller pursuant to this
Agreement or in connection with Buyer's purchase of the Assets or any other
transactions contemplated by this Agreement, regardless of whether such
agreements, instruments, affidavits, certificates and other documents are
expressly referred to in this Agreement.

"Release" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment or into or out of any Real
Property (owned, leased or used by easement), including the movement of
contaminants through or in the air, soil, surface water or groundwater above,
in or below any parcel of Real Property.

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<PAGE> 42
"Remedial Action" means any and all actions required to (i)
clean up, remove, treat or in any other way address contaminants in the indoor
or outdoor environment, (ii) prevent the Release or threat of Release or
minimize the further Release of contaminants so they do not migrate or endanger
public health or welfare of the indoor or outdoor environment or (iii) perform
pre-remedial studies and investigations and post-remedial monitoring and care.

"Required Consents" means any consent of any Governmental
Authority or other Person under any License, Franchise, Agreement or other
instrument which is necessary as a condition to the transfer or assignment of
any such License, Franchise, Agreement or other instrument or as a condition to
the consummation of the transaction contemplated by this Agreement and the
Related Agreements.

"SEC" means the United States Securities and Exchange
Commission.

"Subscriber" means an active customer of one of the Systems
who subscribes for Basic Cable Service in a single household (excluding "second
connections", as such term is commonly understood in the cable television
industry, and any account duplication), commercial establishment or in a
multi-unit dwelling (including motels and hotels), and has paid the applicable
full non-discounted rate for at least one month's Basic Cable Service
(including deposit and installation charges consistent with the applicable
Seller's applicable past practice); provided, however, that the number of
customers in a multi-unit dwelling or commercial establishment that obtains
service on a "bulk-rate" basis shall be determined on a System-by- System basis
by dividing the gross bulk-rate revenue for Basic Cable Service and Expanded
Basic Service (but not revenues from tier or premium services, installation or
converter rental) attributable to such multi-unit dwelling or commercial
establishment in each System by the subscription rate for individual households
within such System for the higher level of Basic Cable Service and Expanded
Basic Service offered by such System. For purposes of this definition, an
"active customer" shall mean any customer: (i) who has not given or been given
notice of termination and who, consistent with the applicable Seller's
policies, should not have been given notice of termination; provided, that the
number of subscribers referred to in this clause (i) shall be net of the number
of prospective subscribers whose connection to a system is pending; (ii) who
has become a subscriber only pursuant to customary marketing promotions
conducted in the ordinary course of business consistent with Past Practices,
excluding any customers who became subscribers as a result of any such
promotions conducted within the preceding thirty (30) days; and (iii) whose
account does not have an outstanding balance (other than an amount of $5.00 or
less) more than 60 days past due (with an account being past due one day after
the first day of the period to which the applicable billing relates).

"Subscriber Adjustment Amount" means with respect to a Seller,
the Subscriber Adjustment Amount for such Seller, as set forth in Schedule
1.1A.

"Systems" means the cable television systems listed in
Schedule 4.18.

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<PAGE> 43
Seller or any of the Assets, as applicable, by federal, foreign, state or local
law, together with any interest and any penalties, or additions to tax and
additional amounts, validly imposed with respect to such taxes.

"Transferable Franchise Area" means any Franchise Area with
respect to which (A) any Required Consent necessary under a Franchise in
connection with the consummation of the transactions contemplated by this
Agreement shall have been obtained or shall have been deemed obtained by
operation of law in accordance with the provisions of the Cable Act, or (B) no
Required Consent is necessary under a Franchise in connection with the
consummation of the transactions contemplated by this Agreement.

"Voting Period" means the period during which the Limited
Partners of any Seller are entitled to vote to approve or disapprove the
transactions contemplated by this Agreement with respect to such Seller,
pursuant to Section 6.13.

"WARN Act" means the Worker Adjustment Retraining and
Notification Act.

1.2 Other Definitions. The following terms are defined in the
Sections indicated:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Adjusted Purchase Price 3.1
Agreements 4.9(a)(iv)
Acquisition Proposal 6.15
Assets 2.1(a)
Assumed Liabilities 2.2
Bill of Sale and Assignment
and Assumption Agreements 3.4
Breakup Fee 11.2(a)
Broker 4.19
Buyer Preamble
Buyer Acquisition Proposal 11.2(a)
Closing 3.2
Closing Date 3.2
Confidential Information 6.2(b)
Copyright Act 4.11(b)
Discounted Franchise Purchase Price 9.5
Environmental Defects 6.12(c)
Environmental Reports 6.12(a)(i)
Excluded Assets 2.1(b)
Final Closing 9.4
Financial Statements 4.4
Franchise Purchase Price 9.5
Indemnitee 10.4
Indemnitor 10.4
Indemnity Period 10.1
Interest 6.15
</TABLE>

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<PAGE> 44
<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Personal Property Leases 4.7(b)
Pole Attachment Agreements 4.10
Post-Closing Certificate 3.3(b)
Pre-Closing Certificate 3.3(a)
Purchase Price 3.1
Real Estate Inspection Period 6.12(a)(i)
Real Property Leases 4.6(b)
Retained Assets 9.1
Retained Franchise 9.1
Retained Franchise Consent 9.2
Seller Preamble
Seller's Health Plans 6.6(b)
Subsequent Closing 9.3
Surveys 6.12(a)(i)
Systems Plans 4.14(a)
Title Commitments 6.12(a)(i)
Title Company 6.12(a)(i)
Title Defect 6.12(b)
Transferred Employee 6.6(a)
</TABLE>

2. Sale of Assets; Assumption of Certain Liabilities.

2.1 Sales of Assets.

(a) Subject to the terms, provisions and conditions
contained in this Agreement, and on the basis of the representations and
warranties herein set forth, on the Closing Date, each Seller agrees to sell,
assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and
acquire from each Seller, all right, title and interest of such Seller in the
Assets (as defined herein), free and clear of all Encumbrances other than
Permitted Encumbrances. The "Assets" shall mean all of the assets (tangible
and intangible, real and personal), owned, leased or otherwise held by such
Seller and used or usable in connection with the operation of the Systems;
provided, that the Assets shall not include any of the "Excluded Assets," as
defined in Section 2.1(b). Except as expressly set forth in this Agreement,
the Assets will be conveyed to Buyer on an "AS IS, WHERE IS" basis without
representations or warranties of any kind or manner whatsoever. The Assets
shall include, without limitation, the following:

(i) all of Sellers' rights under the Agreements,
Franchises, Licenses and other Governmental Authorizations and any other
instruments relating to operation of the Systems, and all intangibles relating
to operation of the Systems, including, but not limited to, all claims and
goodwill, if any, with respect to the operation of the Systems;

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<PAGE> 45
fittings), "headend" (origination, signal processing and transmission)
equipment, facilities, vehicles, inventories, supplies and other personal
property used or usable in the operation of the Systems;

(iii) all realty, towers, fixtures, leasehold and
other interests in Real Property;

(iv) all accounts receivable of Sellers relating
to their operation of the Systems; and

(v) all business, operational, maintenance, tax
and financial (relating primarily to the Systems or the Assets) and engineering
records, files, data, drawings, blueprints, schematics and maps, if any, of the
Systems and reports and records concerning suppliers, customers, subscribers
and others customary to the management and operation of the Systems.

(b) Notwithstanding the foregoing, the Assets shall not
include, and Buyer shall not acquire any interest in or to, any of the
following (the "Excluded Assets"):

(i) programming and retransmission consent
agreements of Sellers other than those listed on Schedule 2.1(b)(i);

(ii) insurance policies of Sellers and rights and
claims thereunder;

(iii) bonds, letters of credit, surety instruments
and other similar items and any stocks, bonds, certificates of deposit and
similar investments of Sellers;

(iv) cash and cash equivalents and notes
receivable of Sellers;

(v) Sellers' trademarks, trade names, service
marks, service names, logos and similar proprietary rights, subject to Section
6.8;

(vi) Sellers' minute books and other books and
records related to internal matters and financial relationships with Sellers'
lenders and affiliates;

(vii) all Employee Plans, Multiemployer Plans and
Compensation Arrangements;

(viii) the assets and properties set forth in
Schedule 2.1(b)(viii); and

(ix) installment sale agreements and other
agreements under which Buyer would be obligated to pay the deferred purchase
price of property, except any such agreements that are listed in Schedule 4.9
hereto and except any such agreements permitted to be entered into by Sellers
pursuant to Section 6.1(b)(viii).

2.2 Assumed Liabilities. Subject to the terms, provisions and
conditions contained in this Agreement, and on the basis of the representations
and warranties herein set forth on the

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<PAGE> 46
Closing Date, Buyer agrees to pay, discharge and perform the following to the
extent related to the Assets received by Buyer (the "Assumed Liabilities"):

(i) liabilities and obligations under any
Agreements, Governmental Authorizations, Licenses and other instruments
included within the Assets and accruing and relating to the period from and
after the Closing Date;

(ii) liabilities and obligations of Sellers to the
extent there is a reduction in the Purchase Price pursuant to Section
3.3(a)(ii) with respect thereto; and

(iii) liabilities and obligations arising out of
Buyer's ownership or operation of the Systems from and after the Closing Date,
except to the extent that any such liability or obligation relates to any of
the Excluded Assets.

All other obligations and liabilities of Sellers, including (a) obligations
with respect to the Excluded Assets, (b) any obligations under the Agreements
assumed by Buyer relating to the time period prior to or on the Closing Date
and (c) any claims or pending litigation or proceedings relating to the
operation of the Systems prior to or on the Closing Date shall remain the
obligations and liabilities of Sellers.

3. Closing.

3.1 Purchase Price. The aggregate purchase price payable for the
Assets shall be Twenty-Seven Million Six Hundred Twenty-One Thousand Five
Hundred Dollars ($27,621,500), subject to Sections 9.1 and 9.5, and as adjusted
at the Closing pursuant to Section 3.3(a) (the "Purchase Price"), and as
further adjusted post-Closing pursuant to Section 3.3(b) (as so adjusted, the
"Adjusted Purchase Price"). The Purchase Price shall be allocated among the
Sellers as set forth in Schedule 1.1A.

3.2 Manner and Time of Closing and Payment. The closing of the
transactions contemplated herein (the "Closing") shall take place at 9:00 a.m.
at the offices of Baer Marks & Upham LLP, 805 Third Avenue, New York, New York
10022, or at such other time and location mutually determined by Sellers and
Buyer, on the last Business Day of the calendar month that is at least five (5)
Business Days after the satisfaction or waiver of all conditions set forth in
Sections 7.3, 7.4, 7.9, 8.3, 8.4 and 8.6 hereof, but, subject to Section
11.1(b) hereof, no later than the Outside Closing Date (such date on which the
Closing actually occurs, the "Closing Date"). At Closing, (a) Buyer shall
deliver to Sellers, the Purchase Price (as it may be reduced pursuant to
Section 9.1 and as adjusted pursuant to Section 3.3(a)), less (i) the amount of
the Deposit Amount and all interest and other earnings accrued thereon and (ii)
the amount of the Indemnity Fund, in immediately available funds by wire,
inter-bank or intra-bank transfer to Sellers in accordance with Sellers'
written instructions, to be delivered to Buyer at least three (3) Business Days
prior to Closing; (b) Buyer and Sellers shall cause the Escrow Agent to deliver
to Sellers the Deposit Amount and all interest and other earnings accrued
thereon, in accordance with the terms of the Deposit Escrow Agreement, which
amount shall be credited against the Purchase Price payable to each Seller on a
pro rata basis based on the allocation of the aggregate Purchase Price among
Sellers; and (c) Buyer shall deliver the Indemnity Fund to the Escrow

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<PAGE> 47
Agent, in accordance with the terms of the Indemnity Escrow Agreement and the
Escrow Agent's instructions.

3.3 Adjustment of Purchase Price.

(a) The Purchase Price payable to each Seller shall be
subject to adjustment, as of 11:59 p.m. (New York City time) on the Closing
Date, to reflect, in accordance with GAAP, the principle that all revenues and
refunds, and all costs, expenses and liabilities, attributable to the operation
of such Seller's Systems for any period prior to such time on the Closing Date
are for the account of the applicable Seller, and all revenues and refunds, and
all costs, expenses and liabilities (other than liabilities and obligations
under contracts or other obligations of such Seller that Buyer does not assume)
attributable to the operation of such Seller's Systems from and after such time
on the Closing Date are for the account of Buyer. The adjustments to be made to
the Purchase Price payable to each Seller pursuant to this Section 3.3(a) shall
consist of the following:

(i) an increase in the Purchase Price by an
amount equal to the sum of:

(A) all prepaid items relating to the
ownership or operation of the Assets or the Systems and for which Buyer will
receive a benefit after the Closing, which prepaid items shall be prorated
between the applicable Seller and Buyer as of the Closing Date on the basis of
the period covered by the respective prepayment, and shall be deemed to
include, without limitation, all such prepaid items attributable to: real and
personal property taxes and assessments levied against the Assets; real and
personal property rentals; pole rentals; and power and utility charges; and

(B) the amount of the Accounts
Receivable with respect to such Seller; and

(ii) a decrease in the Purchase Price by an amount
equal to the sum of:

(A) the amount of all subscriber
prepayments, credit balances and deposits held by Seller as of the Closing Date
with respect to such Seller's Systems;

(B) all accrued and unpaid expenses
relating to the ownership or operation of such Seller's Assets and Systems,
including accrued and unpaid franchise fees (which accrued and unpaid expenses
shall be prorated between such Seller and Buyer as of the Closing Date on the
basis of the period to which the respective expense relates, and shall be
deemed to include, without limitation, accrued and unpaid expenses of the kind
itemized in Section 3.3(a)(i)(A) above);

(C) in the event that the total number
of Subscribers on the Closing Date is less than 16,800, the product of the
Subscriber Adjustment Amount with respect to such Seller and the number of
Subscribers by which the actual number of Subscribers in such Seller's Systems
on the Closing Date is less than the amount of the Minimum Subscriber Number
allocated to such Seller, as set forth in Schedule 1.1A.

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<PAGE> 48
(D) with respect to Transferred
Employees, accrued obligations for vacation and sick days, subject to Section
6.6(c); and

(E) any amounts by which the Purchase
Price is decreased pursuant to Section 6.12(a), (b) or (c) or Section 6.14.

Sellers shall deliver to Buyer, not less than seven (7) Business Days prior to
the Closing Date, a certificate signed by Sellers (the "Pre-Closing
Certificate"), which shall specify each Seller's good faith best estimate of
the adjustments to the Purchase Price payable to such Seller required under
this Section 3.3(a) above, calculated as of the Closing Date and prepared
consistent with GAAP. The Pre-Closing Certificate shall be accompanied by
reasonably detailed documentation supporting the calculations set forth
therein. Buyer shall have the right to challenge the content of the
Pre-Closing Certificate within four (4) Business Days of delivery if Buyer
believes, in good faith, that it is in error. Buyer and the applicable Seller
shall use good faith efforts to resolve any disputes with respect to the
Pre-Closing Certificate(s) prior to the Closing Date. If any such dispute is
not resolved prior to the Closing, the amount of the Purchase Price paid to the
applicable Seller(s) at Closing shall be based on the adjustments to the
Purchase Price for such Seller(s) set forth in the Pre-Closing Certificate.

(b) Within 120 days after the Closing Date, Buyer shall
deliver to Sellers a certificate signed by Buyer (the "Post-Closing
Certificate"), which shall set forth Buyer's final adjustments to the Purchase
Price payable to each Seller to be made as of the Closing Date pursuant to
Section 3.3(a) above, together with such documentation as may be necessary to
support Buyer's determination thereof; and, thereafter, Buyer shall provide
each Seller with such other documentation relating to the Post-Closing
Certificate as such Seller may reasonably request. If a Seller wishes to
dispute the final adjustments to the Purchase Price to be made as of the
Closing Date pursuant to Section 3.3(a) above, as reflected in the Post-Closing
Certificate, such Seller shall, within thirty (30) days after its receipt of
the Post-Closing Certificate, serve Buyer with a written description of the
disputed items together with such documentation as Buyer may reasonably
request. If any Seller notifies Buyer of its acceptance of the amounts set
forth in the Post-Closing Certificate, or if Seller fails to deliver its report
of any proposed adjustments within the thirty (30)-day period specified in the
preceding sentence, the amounts set forth in the Post-Closing Certificate for
such Seller shall be conclusive, final and binding on Buyer and such Seller as
of the last day of such thirty (30)-day period. If Buyer and any Seller cannot
resolve any dispute within thirty (30) days after Buyer's receipt of such
Seller's written objection, Buyer and such Seller, shall, within the ten (10)
days following expiration of such thirty (30)-day period, appoint KPMG or such
other independent public accounting firm of national reputation as is agreed
upon by the parties to resolve the dispute, provided such firm is not the
auditor for either Buyer or the applicable Seller. The cost of retaining such
firm shall be borne one-half by Buyer and one-half by such Seller. Such firm
shall report its determination in writing to Buyer and the applicable Seller,
and such determination shall be conclusive and binding on Buyer and the
applicable Seller and shall not be subject to further dispute or review.

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any amount to Buyer, the obligor shall pay such amount to the other party
hereto within three (3) Business Days of such determination. Notwithstanding
the foregoing, Buyer shall pay to the applicable Seller or such Seller shall
pay to Buyer, as the case may be, the amount due such other party with respect
to any item that is not in dispute within three (3) Business Days of the date
on which a dispute no longer exists in immediately available funds to an
account or accounts specified in writing by the obligee. Sellers acknowledge
and agree that any amount determined to be payable to Buyer by any Seller
pursuant to Section 3.3(b) shall be paid by such Seller and shall not be
limited by nor disbursed from the Indemnity Fund.

3.4 Instrument of Assignment and Assumption. At the Closing,
Buyer and each Seller will execute and deliver a Bill of Sale and Assignment
and Assumption Agreement, in the form of Exhibit C (the "Bill of Sale and
Assignment and Assumption Agreements").

3.5 Deposit Escrow Agreement. Concurrent with the execution
hereof Buyer and Sellers shall execute and deliver the Deposit Escrow
Agreement, and Buyer shall deposit the Deposit Amount with the Escrow Agent in
accordance with the terms thereof.

3.6 Purchase Price Allocation. Buyer and each Seller will use
good faith efforts to agree on the allocation of the Purchase Price payable to
such Seller among the Assets being conveyed by such Seller. As soon as
practicable following the date hereof, Buyer shall deliver to each Seller a
proposed allocation with respect to such Seller. Buyer and Sellers shall file
the form required to be filed under Section 1060 of the Code consistent with
such allocation.

4. Representations And Warranties Of Seller.

Each Seller hereby represents and warrants to Buyer that the following
statements are true and correct, solely with respect to itself and the Assets
and Systems being conveyed by it pursuant to this Agreement.

4.1 Organization, Qualification and Power.

(a) Seller is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Georgia,
with full power and authority to own, lease or license its properties and
assets and to carry on the business in which it is engaged in the manner in
which such business is now carried on.

(b) General Partner is a corporation, duly incorporated,
validly existing and in good standing under the laws of the State of Georgia,
with full power and authority to carry on the business in which it is engaged
in the manner in which such business is now carried on. General Partner is the
sole general partner of Seller.

4.2 Capacity; Due Authorization; Enforceability. Subject to
obtaining the Limited Partner Consents, all requisite limited partnership
action required to be taken by Seller for the execution, delivery and
performance by Seller of this Agreement and all Related Agreements to which it
is a party have been duly performed. Seller has the full legal capacity and
legal right, power and authority to enter into this Agreement and the Related
Agreements and to consummate the transactions contemplated hereby and thereby.
General Partner has the full

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legal capacity and legal right, power and authority to execute this Agreement
and any of the Related Agreements to which Seller is a party on behalf of
Seller. Subject to obtaining the Limited Partner Consents, this Agreement has
been duly executed and delivered by Seller, and this Agreement and each of the
Related Agreements to which Seller is a party, upon execution and delivery,
will be a legal, valid and binding obligation of Seller, enforceable in
accordance with its respective terms, except in each case to the extent that
such enforcement may be subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws of general application affecting the
rights and remedies of creditors or secured parties, and that the availability
of equitable remedies including specific performance and injunctive relief may
be subject to equitable defenses and the discretion of the court before which
any proceeding therefor may be brought.

4.3 Absence of Conflicting Agreements.

(a) The execution and delivery of this Agreement and the
Related Agreements to which Seller is a party and the consummation of the
transactions contemplated hereby and thereby (provided that all of the Required
Consents and the Limited Partner Consents are obtained and the applicable
waiting period(s) under the HSR Act shall have expired or been terminated) will
not (a) violate Seller's certificate of formation or limited partnership
agreement; (b) violate any Legal Requirement applicable to Seller, the Assets
or the Systems; (c) conflict with or result in any breach of or default under
any contract, note, mortgage or agreement to which Seller is a party or by
which Seller is bound.

(b) Except for the Required Consents listed in Schedule
4.3 and the Limited Partner Consents and the expiration or termination of the
applicable waiting period(s) under the HSR Act, no approval, consent,
authorization or act of or any declaration, filing, application, registration
or other action with any Person or any foreign, federal, state or local court
or Governmental Authority is necessary for the consummation of the transactions
contemplated in this Agreement and the Related Agreements in accordance with
the terms hereof and thereof.

4.4 Financial Statements; Absence of Undisclosed Liabilities;
Accounts Receivable. Seller has delivered to Buyer true and correct copies of
the financial statements identified in Schedule 4.4 (collectively, the
"Financial Statements"). The Financial Statements are in accordance with the
books and records of Seller and have been prepared in accordance with GAAP.
The Financial Statements present fairly the financial condition and results of
operations of Seller at the respective dates thereof and throughout the
respective periods covered thereby subject, in the case of unaudited financial
statements, to normal year-end accruals and audit adjustments and to the
absence of footnotes thereto.

4.5 Absence of Certain Changes. Since December 31, 1999, Seller
has operated the Systems in the ordinary course of business and has not:

(a) made any sale, assignment, lease or other transfer of
assets used or usable in connection with the Systems other than in the ordinary
course of business (unless such assets were unnecessary or obsolete);

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<PAGE> 51
(b) made or promised any material increase in the salary
or other compensation payable or to become payable to any Employee of Seller
other than in the ordinary course of business or as contemplated under any
employment arrangement currently in effect; or

(c) experienced any occurrence or been involved in any
transaction which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

4.6 Real Property; Leases; Condemnation.

(a) Schedule 4.6(a) contains a list of the parcels of
Real Property owned by Seller and included within the Assets. Seller has good
title to each such parcel of Real Property and all buildings, structures and
other improvements thereon, in each case free and clear of all Encumbrances
other than Permitted Encumbrances.

(b) Schedule 4.6(b) contains a list of the leases under
which Seller is lessee of any Real Property owned by any third party ("Real
Property Leases"). Copies of all written Real Property Leases listed in
Schedule 4.6(b) have been delivered to Buyer. Such Real Property Leases are in
full force and effect.

4.7 Personal Property.

(a) Seller owns and has good title to all of the tangible
personal properties and intangible properties included within the Assets.

(b) Schedule 4.7(b) contains a list, as of the date
hereof, of each lease or other agreement or right, under which Seller is lessee
of, or holds or operates, any machinery, equipment, vehicle or other tangible
personal property owned by a third party ("Personal Property Leases") other
than any such Personal Property Lease involving, individually, payments of
$25,000 or less or that is terminable on sixty (60) days' notice or less.

4.8 Governmental Authorizations.

(a) Identified in Schedule 4.8 are all of the
Governmental Authorizations held by Seller and issued in connection with the
Systems or the operation thereof or held by Seller or issued by any
Governmental Authority with respect to the Systems authorizing Seller to
install, construct, own or operate a cable television system within the
jurisdiction of the issuing body or authority thereof. Except as set forth in
Schedule 4.8A, copies of all the Governmental Authorizations listed in Schedule
4.8 have been delivered to Buyer. Except as set forth in Schedule 4.8 or as
may otherwise be disclosed pursuant to Section 4.8(b), each such Governmental
Authorization is in full force and effect. Except as set forth in Schedule
4.8, to Seller's Knowledge, a written request for renewal has been timely filed
pursuant to Section 626(a) of the Cable Act with the proper Governmental
Authority with respect to any Franchise expiring within thirty (30) months
after the date of this representation.

(b) Not more than thirty (30) days following the date of
this Agreement, each Seller shall have delivered to Buyer a true and complete
description of any material

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<PAGE> 52
noncompliance with the terms of, or material default under, any Governmental
Authorization by such Seller of which such Seller has Knowledge as of the date
of such delivery.

(c) On the Closing Date, Seller shall be in compliance in
all material respects with the terms of all Governmental Authorizations to
which it is a party or by which it is bound or affected, and there shall be no
material uncured defaults thereunder; provided, that the foregoing
representation and warranty shall not apply to any Governmental Authorization
with respect to which a Franchise Renewal or Franchise Extension shall have
been obtained.

4.9 Agreements.

(a) Except as set forth in Schedule 4.9, as of the date
as of this Agreement, with respect to the Assets or operation of the Systems,
Seller is not a party to or bound by:

(i) any contract for the purchase, sale or
lease of real property or any option to purchase or sell real property;

(ii) any installment sale agreement or
liability for the deferred purchase price of property with respect to any of
the Assets involving payments exceeding $25,000 individually;

(iii) any multiple dwelling unit agreement
(covering fifty (50) or more units), written agreement with subscribers for
cable television service or written hotel and motel agreement, except for such
agreements as have been entered into in the ordinary course of business; or

(iv) any other contract, agreement,
commitment, understanding or instrument, including any retransmission consent
agreement, that is material to Seller, the Systems or the Assets, other than
those instruments referred to in Sections 4.6(b), 4.7(b) and 4.10 and other
than agreements and instruments involving payments, individually, of $25,000 or
less or that are terminable on sixty (60) days' notice or less (collectively,
with such other agreements described in clauses (a)(i) through (iii), and the
Pole Attachment Agreements and other agreements and instruments referred to in
Sections 4.6(b), 4.7(b) and 4.10, as well as such Agreements as are not
required to be listed in any Schedule hereto, the "Agreements"). Except as set
forth in Schedule 4.8A, Seller has delivered to Buyer copies of all Agreements
that are identified in Schedule 4.9. All of the Agreements are in full force
and effect.

(b) Seller is in compliance in all material respects with
the terms of all Agreements to which it is a party or by which it is bound or
affected, and there are no material uncured defaults thereunder.

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<PAGE> 53
"Pole Attachment Agreements"), (ii) the use of any microwave or satellite
transmission facilities or (iii) the sale of cablecast time to third parties
for advertising or other purposes. Except as set forth in Schedule 4.8A,
Seller has delivered to Buyer copies of all Pole Attachment Agreements and
other agreements and instruments referred to in Schedule 4.10.

4.11 Retransmission Consent and Must-Carry; Rate Regulation;
Copyright Compliance.

(a) Set forth in Schedule 4.11 is a list of the stations
within the Systems that have elected "must-carry" or retransmission consent
status pursuant to the Cable Act. Seller has delivered to Buyer copies of all
retransmission consent agreements and copies of all must-carry election notices
that are in Seller's possession. To Seller's Knowledge, each station carried
by any of the Systems is carried pursuant to a retransmission consent
agreement, "must-carry" election or other programming agreement.

(b) Seller has filed with the Copyright Office all
required statements of account with respect to the Systems that were required
to have been filed since July 1, 1999 in accordance with the Copyright Act of
1976 and regulations promulgated pursuant thereto (collectively referred to
herein as the "Copyright Act"), and Seller has paid all royalty fees payable
with respect to the Systems since July 1, 1999. Seller has delivered to Buyer
copies of all Statements of Account referred to in this Section 4.11(b).

(c) Seller has not, since November 12, 1999, received any
written notice that, and Seller has no Knowledge that since January 1, 1999, it
or any of the Systems operated by it: (i) is not or has not been in compliance
in all material respects with the Communications Act and all applicable rules
of the FCC, except for such compliance which would not be reasonably expected
to have a Material Adverse Effect; or (ii) has not made all material filings
required to be made by it with the FCC in connection with the Systems or
provided all material notices to customers of the Systems required under the
Communications Act and the FCC's rules and regulations, other than such filings
and notices, the failure of which to be made or provided would not be
reasonably expected to have a Material Adverse Effect. Schedule 4.11 sets
forth the cable television service rates charged in each of the Systems.
Seller has not, since November 12, 1999, received any notice that any of such
rates are not permitted rates under the rules and regulations of the FCC.
Schedule 4.11 also sets forth a list, as of the date hereof, of all pending
rate complaints on file at the FCC with respect to the Systems.

4.12 Litigation. Except as may be disclosed pursuant to Section
4.8(b), there is no claim, legal action, arbitration or other legal,
governmental, administrative or tax proceeding or any order, complaint, decree
or judgment pending, or to Seller's Knowledge threatened, against or relating
to Seller or the Systems other than (i) FCC and other proceedings generally
affecting the cable television industry and not specific to Seller; and (ii)
routine collection actions with respect to the payment by subscribers for
services rendered by Seller and other proceedings and actions arising in the
ordinary course of business that are covered by Seller's insurance policies.

4.13 Compliance with Laws. Except as may be disclosed pursuant to
Section 4.8(b), Seller has not, since November 12, 1999, received any notice of
any claim by any Governmental

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<PAGE> 54
Authority, and Seller has no Knowledge that Seller has not been or is not in
compliance with any Legal Requirement applicable to it, the Systems or the
Assets.

4.14 Employee Benefit Plans.

(a) All Employee Plans and Compensation Arrangements
providing benefits to Employees or Employees of the Systems whose employment
terminated since November 12, 1999 ("Systems Plans") are listed in Schedule
4.14(a). Except as disclosed in Schedule 4.14(a), there is no new Employee
Plan or Compensation Arrangement or any amendment to an existing Employee Plan
or Compensation Arrangement that will affect the benefits of Employees or
former Employees of the Systems and that is to become effective after the date
of this Agreement.

(b) Each Employee Plan and Compensation Arrangement has
been established, maintained, operated and administered in accordance with its
own terms and, where applicable, ERISA, the Code, and any other applicable
Legal Requirement.

(c) To Seller's Knowledge no lien has arisen under
Section 412 of the Code or Section 302 of ERISA in favor of any Employee Plan.

4.15 Labor Relations; Employees.

(a) Seller is not a party to any collective bargaining
agreement or other contract with any labor organization regarding any of the
Employees of the Systems; Seller has not recognized any union or other
collective bargaining representative of any group of Employees of the Systems;
and no union or other collective bargaining representative has been certified
as representing any of the Employees of the Systems;

(b) there currently is no (i) unfair labor practice
charge or complaint against Seller involving any Employee of the Systems
pending before the National Labor Relations Board, any state labor relations
board or any court or tribunal, (ii) grievance or other claim involving any
Employee of the Systems pending before any Governmental Authority against
Seller, or (iii) arbitration proceeding arising out of or under any collective
bargaining agreement pending before any Governmental Authority against Seller
involving any Employee of the Systems;

(c) Except with respect to ongoing disputes of a routine
nature or involving immaterial amounts, Seller has paid in full to all of its
Employees providing services to the Systems all wages, salaries, commissions,
bonuses, benefits and other compensation due and payable to such Employees.

4.16 Environmental Matters. Except as set forth in Schedule 4.16,
and except for any such noncompliance of an insubstantial nature that has been
remedied as required by applicable Environmental Laws: (a) Seller's operations
with respect to the Systems have complied and comply in all material respects
with all applicable Environmental Laws; (b) Seller has not used the Real
Property for the manufacture, transportation, treatment, storage or disposal of
Hazardous Substances except for gasoline and diesel fuel and such use of
Hazardous Substances (in cleaning fluids, solvents and other similar
substances) customary in the construction,

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<PAGE> 55
maintenance and operation of a cable television system and in amounts or under
circumstances that would not reasonably be expected to give rise to material
liability for Remedial Action, and (c) to Seller's Knowledge, the Real Property
complies and has complied in all material respects with all applicable
Environmental Laws. Except as set forth in Schedule 4.16, to Seller's
Knowledge, no underground storage tank is located under any of the Real
Property, and to Seller's Knowledge, none of the Real Property has been used as
a gasoline service station or any other facility for storing, pumping,
dispensing or producing gasoline or any other petroleum products or wastes.
Seller has delivered to Buyer copies of all assessments, studies, reports and
surveys relating to the environmental condition of the Real Property, including
but not limited to the presence or alleged presence of Hazardous Substances at
or on the Real Property, that are in the possession or under the control of
Seller. To Seller's Knowledge, no ambient asbestos is present at the Real
Property.

4.17 Bonds; Letters of Credit. Schedule 4.17 sets forth a list of
all franchise, construction, fidelity, performance and other bonds, guaranties
in lieu of bonds and letters of credit posted by Seller in connection with its
operation of any of the Systems.

4.18 Information on the Systems and Subscribers.

(a) Schedule 4.18 sets forth a list of the Systems that
are owned and operated by Seller and for each System a materially accurate
statement of the following information:

(i) the total number of Subscribers served by
such System;

(ii) the bandwidth capacity of the System
specified in Mhz; and

(iii) the channel line-up and rate card for
such System.

(b) Seller has made available to Buyer all existing
system engineering drawings and "as built" maps with respect to the Systems
that are in the possession of Seller and that have been requested by Buyer or
its representatives for review.

4.19 Broker; Brokers' Fees. Except for Daniel & Associates, Inc.,
which has been retained by and whose fee shall be paid by Sellers, neither
Seller nor any Person acting on its behalf has dealt with any broker or finder
in connection with the transactions contemplated by this Agreement or incurred
any liability for any finders' or brokers' fees or commissions in connection
with the transactions contemplated by this Agreement. Sellers agree to
indemnify and hold harmless Buyer against any fee, commission, loss or expense
arising out of any claim by any other broker or finder employed or alleged to
have been employed by them.

5. Representations And Warranties of Buyer.

Buyer represents and warrants to Seller that the following statements
are true and correct:

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in which it is engaged in the manner in which such business is now carried on.
On the Closing Date, Buyer will be duly qualified to do business in all
jurisdictions where the ownership and operation of the Assets and Systems
requires such qualification.

5.2 Capacity; Due Authorization; Enforceability. All requisite
corporate action required to be taken by Buyer for the execution, delivery and
performance by Buyer of this Agreement and all Related Agreements to which
Buyer is a party have been duly performed. Buyer has the full legal capacity
and legal right, power and authority to enter into this Agreement and the
Related Agreements and to consummate the transactions contemplated hereby and
thereby. This Agreement has been duly executed and delivered by Buyer and is,
and this Agreement and each of the Related Agreements to which Buyer is a
party, upon execution and delivery, will be, a legal, valid and binding
obligation of Buyer, enforceable in accordance with its respective terms,
except in each case to the extent that such enforcement may be subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
of general application affecting the rights and remedies of creditors or
secured parties, and that the availability of equitable remedies including
specific performance and injunctive relief may be subject to equitable defenses
and the discretion of the court before which any proceeding therefor may be
brought.

5.3 Absence of Conflicting Agreements. The execution and delivery
of this Agreement and the Related Agreements to which Buyer is a party and the
consummation of the transactions contemplated hereby and thereby (provided all
of the Required Consents are obtained and the applicable waiting period(s)
under the HSR Act shall have expired or been terminated) will not (a) violate
Buyer's certificate of incorporation or bylaws; (b) violate any Legal
Requirement applicable to Buyer, the Assets on the Systems; (c) conflict with
or result in a breach of or default under any contract, note, mortgage or
agreement to which Buyer is a party or by which Buyer is bound.

5.4 Litigation. There is no claim, legal action, arbitration or
other legal, governmental, administrative or tax proceeding, or any order,
complaint, decree or judgment pending, or, to Buyer's knowledge, threatened,
that would prevent, limit, delay or otherwise interfere with Buyer's ability to
consummate the transactions contemplated by this Agreement in accordance with
the terms hereof.

5.5 Financial Capability. Buyer has the financial capability,
including to obtain financing, necessary to consummate the transactions
contemplated in this Agreement, in accordance with the terms hereof, including
payment of the Purchase Price.

5.6 Brokers. Neither Buyer nor any Person acting on its behalf
has dealt with any broker or finder in connection with the transactions
contemplated by this Agreement or incurred any liability for any finders' or
brokers' fees or commissions in connection with the transactions contemplated
by this Agreement.

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<PAGE> 57
6. Covenants of Seller and Buyer.

6.1 Continuity and Maintenance of Operations.

(a) Except as Buyer may otherwise agree in writing, until
the Closing each Seller shall operate its respective Systems in the ordinary
course of business consistent with Past Practices and shall:

(b) (i) maintain and repair the Assets in the ordinary course
of business consistent with its year 2000 budgets, and at Closing the Assets
will be in substantially the same condition as they are in as of the date
hereof, subject to ordinary wear and tear;

(ii) maintain its inventory and other supplies and
spare parts at levels consistent with its year 2000 budgets;

(iii) make capital expenditures substantially in
accordance with its year 2000 capital budget;

(iv) use commercially reasonable efforts to comply
with Legal Requirements applicable to the Systems;

(v) not conduct promotional activities
inconsistent with Past Practices;

(vi) continue its procedures for disconnection and
discontinuance of service to subscribers whose accounts are delinquent, in
accordance with Past Practices; and

(vii) not enter into installment sale agreements
and other agreements under which Buyer would be obligated to pay the deferred
purchase price of property, which agreements collectively will involve
aggregate payments in excess of $25,000 following the Closing Date.

(c) Except as required by law and except as budgeted by
Seller, after the date of this Agreement, Seller will not, without giving prior
written notice to Buyer, change customer rates for any tier of service or
charges for remote or installation, make channel additions, channel
substitutions, change the channel lineups or implement any retiering or
repackaging of cable television programming offered by any of the Systems, or
change billing, collection or installation practices.

6.2 Access to Seller; Confidentiality.

(a) Upon reasonable advance notice, each Seller shall
afford to the officers, employees and authorized representatives of Buyer and
to the employees and authorized representatives of Buyer's equity and financing
sources reasonable access during normal business hours to its respective
Systems and to its offices, properties and business and financial records
(including computer files, retrieval programs and similar documentation) that
relate to its respective Systems and the operation thereof.

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(b) Until Closing Buyer (i) shall use reasonable efforts
to cause its directors, officers, employees and representatives and the
employees, representatives and agents of Buyer's equity and financing sources
to hold in strict confidence all information furnished to any of them by
Sellers in connection with the transactions contemplated by this Agreement that
is not otherwise available to the public (the "Confidential Information"), and
(ii) shall not, without the prior written consent of the Seller or Sellers to
which such Confidential Information pertains, release or disclose any
Confidential Information to any other person, except (A) to the extent required
by applicable law, (B) as necessary in connection with filings, approvals and
rulings to be obtained from any governmental agency, including, but not limited
to, the Federal Trade Commission, the Department of Justice, the Securities and
Exchange Commission and the Internal Revenue Service (it being understood that
any such filing may include the filing of a copy of this Agreement), (C) to
Buyer's equity and financing sources and its directors, officers, employees or
representatives who are informed by Buyer of the confidential nature of the
Confidential Information, (D) as necessary to obtain consents to the transfer
of any Franchise or otherwise necessary for the consummation of the
transactions contemplated by this Agreement, and (E) as otherwise permitted by
the remainder of this Section 6.2(b). In the event Buyer or any person to whom
Buyer transmits Confidential Information pursuant to this Agreement becomes
legally compelled to disclose any of the Confidential Information, Buyer shall
provide the Seller or Sellers to which such Confidential Information pertains
with prompt notice so that such Seller(s) may seek a protective order or other
appropriate remedy or waive compliance with the provisions of this Section
6.2(b), or both. In the event that such protective order or other remedy is
not obtained, or that Seller waives compliance with the provisions of this
Section 6.2(b), Buyer shall furnish only that portion of the Confidential
Information which is legally required.

(c) Following the Closing, upon reasonable notice by
Buyer, each Seller shall afford to Buyer's officers, employees, accountants and
other authorized representatives, reasonable access to such Seller's business
and financial records and accountants that relate to such Seller's Systems to
enable Buyer to obtain information and data reasonably required in connection
with the preparation of Buyer's financial statements and any regulatory filings
relating to such Seller's Systems.

6.3 Notification.

(a) Each party shall promptly notify the other of any
action, suit, proceeding or investigation that is instituted or threatened
against such party to restrain, prohibit or otherwise challenge the legality or
propriety of any transaction contemplated by this Agreement.

(b) If Buyer or any Seller acquires actual knowledge
before the Closing Date that a material breach of any of Sellers' or Buyer's
(as the case may be) representations or warranties has occurred, the party
acquiring such actual knowledge shall provide prompt written notice to Buyer or
the applicable Seller (as the case may be) describing such breach.
Notwithstanding the foregoing, no notice or information delivered by or to any
party shall affect the other party's right to rely on any representation or
warranty made by such party or relieve such party of any obligations under this
Agreement as the result of a breach of any of its representations and
warranties.

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6.4 No Public Announcement. Prior to the Closing Date, no party
hereto shall, without the approval of the other party, make any press release
or other public announcement concerning the transactions contemplated by this
Agreement, except as and to the extent that any such party shall be so
obligated by law, in which case the other party shall be advised and the
parties shall use their reasonable efforts to cause a mutually agreeable
release or announcement to be issued.

6.5 Regulatory Filings. As soon as may be reasonably practicable,
but in no event later than thirty (30) days after the date hereof, Buyer and
Sellers shall file or cause to be filed with the Federal Trade Commission and
the Antitrust Division of the United States Department of Justice such
Notifications and Report Forms relating to the transactions contemplated hereby
as are required by the pre-merger notification rules issued under the HSR Act.
Buyer and each applicable Seller shall: (i) promptly supply each other with
any information provided in response to any requests for additional information
made by either of such agencies, and (ii) use all reasonable efforts to cause
the waiting period under the HSR Act to terminate or expire at the earliest
possible date. Buyer and the applicable Sellers shall share equally all filing
fees associated with each Notification and Report Form required to be filed in
connection with this Agreement.

6.6 Employees; Employee Benefits.

(a) Subject to the following sentence, effective as of
and contingent upon the Closing, Buyer shall make offers of employment to such
Employees who render services to the Systems as Buyer shall determine, in its
sole and absolute discretion (each Employee who accepts Buyer's offer of
employment and who becomes an employee of Buyer effective as of the Closing
hereinafter called a "Transferred Employee"). Not less than thirty (30) days
prior to the Closing, Buyer shall notify each Seller in writing of the
Employees of such Seller to whom Buyer intends offer employment, and Buyer
shall make offers of employment to such Employees in accordance with the
preceding sentence. Prior to Closing each Seller shall, with respect to its
Employees, take all actions reasonably necessary to comply with the WARN Act,
if applicable, and any applicable comparable state laws. Seller shall pay when
required all compensation and shall provide all benefits to its respective
Employees as are required, and, except as set forth in Section 6.6(b) Seller
shall retain liability for all obligations and liabilities owed to its
respective Employees that relate to periods prior to the Closing Date.

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<PAGE> 60
health plans of Sellers individually and collectively called "Sellers' Health
Plans") to the extent that such continuation coverage is required to be
provided by such Seller under Code Section 4980B, and the regulations
promulgated thereunder, as a result of a "qualifying event" experienced by such
covered employee or qualified beneficiary with respect to or in connection with
the transactions contemplated by this Agreement. "Continuation coverage,"
"covered employee," "qualified beneficiary," "qualifying event" and "group
health plan" all shall have the meanings given such terms under Section 4980B
of the Code and Section 601 et seq. of ERISA.

(c) Sellers have delivered to Buyer separately
descriptions of Sellers' vacation and sick leave policies. Within ten (10)
days following Buyer's delivery to Sellers of the notices referred to in
Section 6.6(a) (regarding the Employees to whom Buyer intends to make offers of
employment), each Seller shall provide to Buyer a list of the accrued vacation
and sick leave of each of its Employees to whom Buyer has indicated it intends
to offer employment. Each Transferred Employee shall be credited under Buyer's
vacation and sick leave policy with the full amount of vacation leave accrued
by such Transferred Employee but unused as of the Closing Date under the
vacation policies of Sellers' applicable to such Transferred Employee.

6.7 Required Consents.

(a) Following the execution hereof, until the Closing
Date, each Seller shall use commercially reasonable efforts, and Buyer shall
cooperate in good faith with Sellers, to obtain all Required Consents,
including Required Consents under the Franchises, Licenses and Agreements.
Each Seller and Buyer shall prepare and file, or cause to be prepared and
filed, within fifteen (15) days after the date hereof (subject to extension for
a period of up to an additional ten (10) days, if reasonably necessary for a
party to complete its application), all applications (including FCC Forms 394
or other appropriate forms, to the extent such Seller determines they are
necessary or appropriate) required to be filed with the FCC and any other
Governmental Authority that are necessary for the assignment to Buyer, in
connection with the consummation of the transactions contemplated by this
Agreement, of the Governmental Authorizations. The parties shall also make
appropriate requests, as soon as practicable after the date hereof, for any
Required Consent required under any Agreement. Notwithstanding subsection
(d)(i) hereof, and subject to subsection (d)(ii) hereof, nothing in this
Section 6.7 shall require the expenditure or payment of any funds (other than
in respect of normal and usual attorneys' fees, filing fees or other normal
costs of doing business) or the giving of any other consideration by Buyer or
Sellers, provided that Sellers shall be liable for all obligations or
liabilities under each Governmental Authorization or Agreement during the
period prior to the Closing Date.

(b) In connection with and as part of the parties'
efforts to obtain the Required Consents of each applicable Governmental
Authority to the transfer of any Franchise issued thereby from each applicable
Seller to Buyer, such Seller shall use commercially reasonable efforts to
obtain, with Buyer's cooperation, a Franchise Renewal for each such Franchise
that has expired or shall expire prior to the Closing Date, and a Franchise
Extension for each such Franchise that shall, by its terms, expire during the
thirty-month period subsequent to the Closing Date.

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(c) Sellers shall also use commercially reasonable
efforts to cause each such Required Consent relating to a Franchise or
Agreement to include provisions that permit (i) Buyer to grant a security
interest in such Franchise or Agreement to its lender(s) providing financing to
Buyer with respect to the transaction contemplated hereby, and (ii) Buyer to
transfer such Franchise or Agreement to any Affiliate of Buyer that agrees in
writing as a condition to such transfer to be bound by any and all obligations
of Buyer in connection therewith; provided, that Sellers shall have no
additional obligation with respect to obtaining such provisions if the
inclusion of such provisions would cause such Required Consent to be
unreasonably withheld, delayed or otherwise conditioned.

(d) (i) Buyer agrees that if in connection with the process
of obtaining any Required Consent, Franchise Renewal or Franchise Extension, a
Governmental Authority or other Person purports to require any condition or any
change to a Franchise, License or Agreement to which such Required Consent,
Franchise Renewal or Franchise Extension relates that would be applicable to
either Buyer or Sellers as a requirement for granting such Required Consent,
Franchise Renewal or Franchise Extension, which condition or change involves a
monetary payment or commitment to such Governmental Authority or other Person,
either Buyer or Sellers may elect, in its or their sole discretion, to satisfy
such monetary payment or commitment, in which case, Buyer and Sellers will
accept any condition or change in the Franchise, License or Agreement to which
such Required Consent, Franchise Renewal or Franchise Extension relates to the
extent provided herein.

(ii) Subject to the terms of subsection (i) above,
no Seller shall agree, without Buyer's prior written consent, which consent
Buyer shall grant or withhold in its reasonably exercised discretion, to any
adverse change (other than immaterial, non-monetary changes) to the terms of
any Governmental Authorization or Agreement as a condition to obtaining any
Required Consent to the assignment of such Governmental Authorization or
Agreement to Buyer. If in connection with the obtaining of any Required
Consent, a Governmental Authority or other third party seeks to impose any
condition or adverse change to any Governmental Authorization or Agreement to
which such Required Consent relates that would be applicable to Buyer as a
requirement for granting such Required Consent, Sellers shall promptly notify
Buyer of such fact and Sellers shall not agree to such condition or adverse
change unless Buyer shall, in its reasonably exercised discretion, consent to
such condition or change in writing.

(e) Buyer shall promptly furnish to any Governmental
Authority or other Person from which a Required Consent, Franchise Extension or
Franchise Renewal is requested such accurate and complete information regarding
Buyer and its Affiliates, including financial information relating to the cable
and other media operations of Buyer and its Affiliates, as a Governmental
Authority or other Person may reasonably require in connection with obtaining
any Required Consent, Franchise Extension or Franchise Renewal.

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Persons from which a Required Consent, Franchise Extension or Franchise Renewal
is sought, and Buyer shall use commercially reasonable efforts to apprise
Sellers of all such requests.

6.8 Use of Transferor's Name. For a period of 180 days after the
Closing Date, Buyer may continue (but only to the extent reasonably necessary)
to operate the Systems using the name "Enstar" and all derivations and
abbreviations of such name and related trade names and marks in use in the
Systems on the Closing Date, such use to be in a manner consistent with the way
in which Sellers have used the marks. Within 180 days after the Closing Date,
Buyer will discontinue using and will dispose of all items of stationery,
business cards and literature bearing such name or marks. Notwithstanding the
foregoing, Buyer will not be required to remove or discontinue using any such
name or mark that is affixed to converters or other items in or to be used in
customer homes or properties, or as are used in similar fashion making such
removal or discontinuation impracticable for Buyer.

6.9 Delivery of Subscriber Information. Between the date of this
Agreement and the Closing Date, promptly after the preparation thereof, each
Seller shall deliver to Buyer true, correct and complete copies of (i)
quarterly financial information, including a balance sheet, a statement of
income and expenses and a statement of cash flows (ii) quarterly statements of
capital expenditures with respect to such Seller's Systems and (iii) monthly
subscriber counts for its Systems prepared by such Seller for its internal use.

6.10 Tax Matters. All transfer, documentary, sales, use, stamp,
registration and other Taxes and fees (including any penalties and interest),
incurred in connection with the transactions consummated pursuant to this
Agreement with respect to the Assets conveyed by any Seller shall be shared
equally by Buyer and such Seller. Buyer and Sellers will cooperate in all
reasonable respects to prepare and file all necessary federal, state and local
tax returns, tax information returns, reports and estimates and other
documentation with respect to all such transfer, documentary, sales, use,
stamp, registration and other Taxes and fees.

6.11 Further Assurances; Satisfaction of Covenants. Sellers and
Buyer each shall execute such documents and other papers and take or cause to
be taken such further action as may be reasonably required to carry out the
provisions hereof and to consummate and make effective the transactions
contemplated hereby. Sellers and Buyer shall each use commercially reasonable
efforts to satisfy each of its covenants and obligations under this Agreement
and to satisfy each condition to Closing it is required to satisfy hereunder.

6.12 Environmental Reports; Title Commitments.

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relating to survey matters deleted ("Surveys"), certified to Buyer and to the
Title Company issuing the Title Commitment with respect to that parcel of Real
Property, and (C) Phase I environmental reports concerning the owned or leased
Real Property, which shall be performed by environmental consulting or
engineering firms reasonably acceptable to Buyer and Sellers (together with any
Phase II report, "Environmental Reports"). Buyer shall deliver to Sellers true
and complete copies of all such Title Commitments, Surveys and Environmental
Reports within five (5) Business Days after Buyer's receipt thereof.

(ii) If any Phase I Environmental Report discloses
a potential presence of Hazardous Substances or a violation of any
Environmental Law that is sufficiently material to reasonably warrant a Phase
II study, or shall otherwise recommend performance of a Phase II study, then
Buyer shall have the right (subject to the provisions of this Paragraph
(a)(ii)) beyond such 60 day period, to obtain a Phase II report with respect to
the subject parcel of Real Property, in which event the Real Estate Inspection
Period shall be extended accordingly (but not more than 45 days) with respect
to such parcel of Real Property. Any such Phase II report shall be ordered
promptly after receipt and analysis of the respective Phase I report. If Buyer
proposes to undertake a Phase II environmental study on any parcel of Real
Property, Buyer shall provide to the applicable Seller a plan for such proposed
study prior to commencing the same, and such Seller shall have the right (which
such Seller shall exercise by written notice to Buyer within ten (10) Business
Days after receipt of Buyer's proposal) to deny by Buyer's request to perform
such Phase II environmental study on such Real Property. If such Seller
refuses to allow such Phase II study, Buyer may terminate this Agreement by
written notice to Sellers within ten (10) Business Days of such Seller's
refusal, or Buyer may elect to close notwithstanding such refusal. If Buyer
elects to close notwithstanding such refusal, (A) Buyer may not thereafter
terminate this Agreement based on Title Defects or Environmental Defects of the
applicable parcel of Real Property, (B) Buyer shall not have any recourse
against Sellers based on such Title Defects or Environmental Defects except as
provided in clause (C) of this sentence, and (C) if within six (6) months after
Closing, Buyer incurs environmental remediation expenses in respect of
Environmental Defects at the site(s) for which a Seller refused to allow a
Phase II study, such Seller will reimburse Buyer for the reasonable costs of
such remediation; provided, that (I) in no event shall the aggregate amount of
reimbursement by Sellers under this clause (C) and any remediation costs
incurred by Sellers prior to Closing in respect of Environmental Defects and
Title Defects (other than as set forth in Section 6.14 and other than monetary
Encumbrances that Seller is required to remove regardless of the amount
thereof) exceed $35,000 in the aggregate, and (II) this clause (C) shall be
inapplicable if a Purchase Price reduction is made under Subsection (b) or (c)
of this Section 6.12.

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<PAGE> 64
if it is reasonably expected that the cost of such remediation together with
the actual or estimated expense of remedying Environmental Defects will exceed
$35,000 in the aggregate, such Seller shall have no obligation to undertake
such remediation. A Seller's decision regarding whether to undertake
remediation shall be made by written notice to Buyer within ten (10) Business
Days after all Title Defects and Environmental Defects are disclosed to
Sellers. If under such circumstances the applicable Seller elects to not
undertake such remediation, Buyer may, by notice to such Seller given within
ten (10) Business Days after such Seller's election to not remediate, terminate
this Agreement, or Buyer may, by notice to Sellers given within ten (10)
Business Days after such Seller's election to not remediate, elect to close
notwithstanding such election. If Buyer elects to close notwithstanding such
election, (i) Buyer may not thereafter terminate this Agreement based on Title
Defects or Environmental Defects (other than as set forth in Section 6.14);
(ii) Buyer shall have no recourse against Sellers based on any such Title
Defects or Environmental Defects (including any claim for indemnification
pursuant to Section 10 hereof) except as set forth in Section 6.14; and (iii)
at Closing the Purchase Price shall be reduced by $35,000; provided, that there
shall be no such reduction in the Purchase Price under this subsection (b) if
there is a Purchase Price reduction under Subsection (c) below.

(c) In the event that an Environmental Report reveals the
presence of Hazardous Substances on the Real Property that could reasonably
result in liability to the owner or user thereof or reveals noncompliance with
any Environmental Law (either, an "Environmental Defect"), and Buyer requests
in writing, within ten (10) days of Buyer's receipt of the relevant
Environmental Report, that the applicable Seller remedy the same, such Seller
shall use commercially reasonable efforts to cure any such Environmental
Defect; provided, that Sellers shall not be obligated to expend more than an
aggregate of $35,000 for remediation of all Environmental Defects and Title
Defects (other than as set forth in Section 6.14 and other than monetary
Encumbrances that Seller is required to remove regardless of the amount
thereof); and, if it is reasonably expected that the cost of such remediation
together with the actual or estimated cost of remedying Title Defects (other
than monetary Encumbrances that Seller is required to remove regardless of the
amount thereof) will exceed $35,000 in the aggregate, such Seller shall have no
obligation to undertake such remediation. A Seller's decision as to whether to
undertake remediation shall be made by written notice to Buyer within ten (10)
Business Days after all Title Defects and Environmental Defects are disclosed
to Sellers. If under such circumstances the applicable Seller elects to not
remediate, Buyer may, by notice to Sellers given within ten (10) Business Days
after such Seller's election to not remediate, proceed to close notwithstanding
such election. If Buyer elects to close notwithstanding such election, (i)
Buyer may not thereafter terminate this Agreement based on Title Defects or
Environmental Defects (except as set forth in Section 6.14); (ii) Buyer shall
have no recourse against Sellers based on Title Defects or Environmental
Defects (including any claim for indemnification pursuant to Section 10 hereof)
except as set forth in Section 6.14; and (iii) at Closing the Purchase Price
shall be reduced by $35,000; provided, that there shall be no such reduction in
the Purchase Price under this Subsection (c) if there is a Purchase Price
reduction under Subsection (b) above.

(d) After the Real Estate Inspection Period (as it may be
extended pursuant to Subsection (a)(ii) hereof) Buyer shall not be entitled to
terminate this Agreement based on Title Defects or Environmental Defects
(except as set forth in Section 6.14), nor shall Buyer be

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entitled to make any claim for indemnification pursuant to Section 10 hereof
based on Title Defects or Environmental Defects.

(e) Buyer shall indemnify each Seller and hold each
Seller harmless from and against any losses incurred by such Seller relating to
damage to Real Property in connection with Buyer's obtaining any Environmental
Reports.

6.13 Limited Partner Consents. As soon as reasonably practicable
following the execution hereof, Sellers shall file with the SEC proposed proxy
materials relating to Sellers' solicitation of the Limited Partner Consents.
Each Seller shall use reasonable efforts (i) to have such proxy materials
cleared by the SEC so as to enable it to disseminate definitive proxy materials
to its respective Limited Partners, (ii) to disseminate such materials, upon
receipt of SEC clearance, to its respective Limited Partners and (iii)
thereafter to obtain the Limited Partner Consents. Sellers shall give Buyer
prompt notice when the Limited Partner Consents have been obtained and when any
material development has occurred that causes substantial doubt as to whether
the Limited Partner Consents will be obtained.

6.14 Dyer Office Facility. Notwithstanding the provisions of
Section 6.12, following the execution of this Agreement, Enstar Income/Growth
Program Six-A, L.P. ("Enstar Six") shall commission a Phase I and/or Phase II
environmental survey, as appropriate, to determine whether any violation of
applicable Environmental Laws exists with respect to the underground storage
tank located at the parcel of Real Property on which the Dyer, Tennessee office
facility is located, which survey(s) shall be conducted by an environmental
consulting firm reasonably acceptable to Buyer and Enstar Six. If any such
violation exists, either (i) Enstar Six shall cause such remediation to be
performed as it determines is reasonably necessary to cure any such violation,
up to an aggregate amount of $75,000, or (ii) Enstar Six shall not undertake
such remediation, and the amount of the Purchase Price payable to Enstar Six
shall be reduced by an amount representing a reasonable estimate of the cost of
the remediation described in clause (i), up to the aggregate amount of $75,000.
In the event that the reasonable estimate of the cost of the remediation
described in clause (i) exceeds $75,000, Enstar Six shall be entitled to elect
to not perform such remediation, and, if Enstar Six elects to not perform such
remediation, Buyer shall be entitled to terminate this Agreement pursuant to
Section 11.1.

6.15 Acquisition Proposals. If, prior to obtaining all the Limited
Partner Consents, any Seller or any Person acting on behalf of any Seller
receives a solicitation from a third party regarding an Acquisition Proposal
(as defined herein), which Acquisition Proposal such Seller intends to submit
to its respective Limited Partners for their approval, such Seller shall,
within five (5) Business Days following receipt of such solicitation, notify
Buyer in writing of the price and other material terms of such Acquisition
Proposal, and Buyer shall be entitled, within five (5) Business Days following
receipt of such notification, to submit an Acquisition Proposal in response to
the third party's Acquisition Proposal (a "Buyer Acquisition Proposal"), which
Buyer Acquisition Proposal shall contain all the terms and conditions of this
Agreement other than the Purchase Price. For purposes hereof, an "Acquisition
Proposal" means any bona fide proposed (i) asset acquisition or exchange or
similar transaction providing for any third party's acquisition of any of the
Assets or Systems or (ii) acquisition of partnership interests, merger,
consolidation, exchange of partnership or other equity interests or similar
transaction that would

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result in the acquisition by any third party of a percentage of the Interests
(as defined herein) in any Seller sufficient to give such third party voting
control over the applicable Seller. For purposes hereof, an "Interest" in any
Seller means an interest in the capital and profits of such Seller that is
acquired by the making of a capital contribution to such Seller or as otherwise
provided under the general or limited partnership agreement applicable to such
Seller.

6.16 Noncompetition Agreement. Charter agrees, on behalf of itself
and its direct and indirect subsidiaries, that prior to the third anniversary
of the Closing Date it will not, without the written consent of Buyer, directly
or indirectly, own, manage, operate or control, engage or participate in the
ownership, management, operation or control of or be connected as a
shareholder, partner, manager, agent or otherwise with any business or company
any part of which operates hardwire cable television systems (or which obtains
or holds any franchises therefor) within any of the Franchise Areas.
Notwithstanding the foregoing, nothing in this provision shall be construed to
prohibit the following: (i) the ownership of a company's securities that
constitute less than ten percent (10%) of the outstanding voting stock of such
company or does not otherwise constitute control over such company, (ii) the
operation by Charter or any of its subsidiaries that are bound by this
provision of cable television systems (or the holding of franchises therefor)
in those geographical areas included in the Franchise Areas for which Charter
or any such subsidiary holds a cable franchise on the date hereof or (iii) the
direct or indirect ownership, management, operation or control by Charter or
any of its subsidiaries that are bound by this provision of any cable business
as the result of a transaction in which the subscribers involved that are
located within the Franchise Areas constitute a minority of the subscribers
involved in such transaction.

6.17 Upgrade of Covington System. As soon as practicable following
the date of this Agreement, Enstar Income Program 1984-1, L.P. ("Enstar 1984")
shall commence an upgrade of the System serving Covington, Tennessee in
accordance with Enstar 1984's existing obligations to the relevant Governmental
Authority (the "Covington Upgrade"). From the date hereof through the Closing
Date Enstar 1984 shall work in consultation with Buyer toward completion of the
Covington Upgrade. Provided that the Closing occurs, and subject to the
foregoing, Buyer shall reimburse Enstar 1984 for Enstar 1984's reasonable
out-of-pocket costs and expenses incurred in connection with the Covington
Upgrade. For purposes determining the amount of said reimbursement, Enstar
1984 shall deliver to Buyer true and complete copies of all invoices received
by it in connection with the Covington Upgrade.

7. Conditions Precedent To Buyer's Obligations.

The obligations of Buyer to purchase and accept assignment, transfer
and delivery of the Assets to be sold, assigned, transferred and delivered to
Buyer hereby are subject to the satisfaction or waiver, at or prior to the
Closing Date (as provided herein), of the following conditions:

7.1 Representations and Warranties of Sellers. As to the
representations and warranties of Sellers set forth in Section 4, (1) each of
those representations and warranties set forth in Section 4 which is expressly
stated to be made solely as of the date of this Agreement or another specified
date shall be true and correct in all respects as of such date, without regard
to

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<PAGE> 67
the materiality or Material Adverse Effect qualifiers set forth therein, and
(2) each of the other representations and warranties of Sellers set forth in
Section 4 shall be true and correct in all respects at and as of the time of
the Closing as though made at and as of that time, without regard to the
materiality or Material Adverse Effect qualifiers set forth therein; provided,
that for purposes of each of clauses (1) and (2) above, the representations and
warranties shall be deemed true and correct in all respects to the extent that
the aggregate effect of the inaccuracies in such representations and warranties
as of the applicable times does not constitute a Material Adverse Effect; and
provided, further, that the representations and warranties referred to in this
Section 7.1 shall not include the representations and warranties contained in
Section 4.8(c) with respect to any Governmental Authorization with respect to
which a Franchise Extension or Franchise Renewal shall have been obtained.

7.2 Covenants. Each Seller shall have performed and complied in
all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by it prior to or at the Closing.

7.3 Transferable Franchise Areas; Material Consents; Franchise
Renewals; Franchise Extensions. (i) The Franchise Areas covering at least
ninety percent (90%) of Subscribers shall have become Transferable Franchise
Areas; (ii) the Franchise Areas set forth in Schedule 7.3 shall have become
Transferable Franchise Areas; (iii) the Material Consents (other than those
that pertain solely to non-Transferable Franchise Areas or Retained Assets)
shall have been obtained; and (iv) the Franchise Renewals and Franchise
Extensions shall have been obtained.

7.4 Hart-Scott-Rodino Act. All necessary pre-merger notification
filings required under the HSR Act shall have been made with the Federal Trade
Commission and the United States Department of Justice and the prescribed
waiting period(s) (and any extensions thereof) will have expired or been
terminated.

7.5 Judgment. There shall not be in effect on the date on which
the Closing is to occur any judgment, decree, order or other prohibition having
the force of law that would prevent or make unlawful the Closing; provided,
that the Buyer shall have used commercially reasonable efforts to prevent the
entry of any such judgment, decree, order or other legal prohibition and to
appeal as expeditiously as possible any such judgment, decree, order or other
legal prohibition that may be entered.

7.6 Delivery of Certificates and Documents. Sellers shall have
furnished to Buyer the following:

(a) a certificate of the Secretary or Assistant Secretary
of each Seller or, if applicable, such Seller's ultimate corporate general
partner, as to (i) the limited partnership agreement of Seller; (ii) all
actions taken by and on behalf of Seller and its partners to authorize the
execution, delivery and performance of this Agreement and the Related
Agreements and (iii) the incumbency of officers signing this Agreement and any
Related Agreement on behalf of such Seller;

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(b) a certificate of good standing of such Seller that is
a limited partnership from the Secretary of State of its state of formation and
a certificate of foreign qualification for each such Seller from each state in
which any of such Seller's Assets are located;

(c) a certificate of an executive officer of the General
Partner, certifying on behalf of Sellers that the conditions set forth in
Sections 7.1 and 7.2 have been met;

(d) the Bill of Sale and Assignment and Assumption
Agreements, duly executed by Sellers;

(e) the Indemnity Escrow Agreement(s) duly executed by
Sellers;

(f) if necessary, the Management Agreement(s), duly
executed by the appropriate Seller(s);

(g) a deed, in form and substance reasonably satisfactory
to the applicable Seller and Buyer, conveying title to each parcel of Real
Property owned by such Seller to Buyer;

(h) copies of all Material Consents obtained on or prior
to Closing; and

(i) all other documents as are reasonably necessary to
transfer title to the Assets to Buyer.

7.7 Opinion of Sellers' Counsel. Sellers shall have furnished
Buyer with an opinion letter, dated the Closing Date, of Baer Marks & Upham
LLP, counsel for Sellers, in the form set forth in Exhibit D hereto.

7.8 Opinion of Sellers' FCC Counsel. Sellers shall have furnished
Buyer with an opinion letter, dated the Closing Date, of Cole Raywid &
Braverman, L.L.P., FCC counsel for Sellers, in the form set forth in Exhibit E
hereto.

7.9 Limited Partner Consents. The Limited Partner Consents shall
have been obtained.

8. Conditions Precedent to Sellers' Obligations.

The obligations of Sellers to sell, assign, transfer and deliver the
Assets to Buyer hereunder are subject to the satisfaction or waiver at or prior
to the Closing Date (as provided herein) of the following conditions:

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to the materiality or Material Adverse Effect qualifiers set forth therein;
provided that for purposes of each of clauses (1) and (2) above, the
representations and warranties shall be deemed true and correct in all respects
to the extent that the aggregate effect of the inaccuracies in such
representations and warranties as of the applicable times does not constitute a
Material Adverse Effect.

8.2 Covenants. Buyer shall have performed and complied in all
material respects with all covenants and agreements required by this Agreement
to be performed or complied with by it prior to or at the Closing.

8.3 Transferable Franchise Areas; Material Consents. (i) The
Franchise Areas covering at least ninety percent (90%) of Subscribers shall
have become Transferable Franchise Areas; (ii) the Franchise Areas set forth in
Schedule 7.3 shall have become Transferable Franchise Areas; and (iii) the
Material Consents issued by Governmental Authorities (other than those that
pertain solely to non-Transferable Franchise Areas or Retained Assets) shall
have been obtained.

8.4 Hart-Scott-Rodino Act. All necessary pre-merger notification
filings required under the HSR Act will have been made with the Federal Trade
Commission and the United States Department of Justice, and the prescribed
waiting period(s) (and any extensions thereof) will have expired or been
terminated.

8.5 Judgment. There shall not be in effect on the date on which
the Closing is to occur any judgment, decree, order or other prohibition having
the force of law that would prevent or make unlawful the Closing; provided that
Sellers shall have used commercially reasonable efforts to prevent the entry of
any such judgment, decree, order or other legal prohibition and to appeal as
expeditiously as possible any such judgment, decree, order or other legal
prohibition that may be entered.

8.6 Limited Partner Consents. The Limited Partner Consents shall
have been obtained.

8.7 Delivery of Certificates and Documents. Buyer shall have
furnished to Sellers the following:

(a) a certificate of the Secretary or Assistant Secretary
of Buyer as to (i) the certificate of incorporation and bylaws of Buyer, (ii)
resolutions of Buyer authorizing the execution, delivery and performance of
this Agreement and the Related Agreements; and (iii) the incumbency of officers
signing this Agreement and the Related Agreements on behalf of Buyer;

(b) a certificate of legal existence and good standing of
Buyer from the Secretary of State of Buyer's state of organization and a
certificate of foreign qualification of Buyer in any state in which any of the
Systems or Assets is located;

(c) a certificate of an executive officer of Buyer
certifying that the conditions set forth in Sections 8.1 and 8.2 have been met;

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(d) the Bill of Sale and Assignment and Assumption
Agreements, duly executed by Buyer; and

(e) the Indemnity Escrow Agreement(s), duly executed by
Buyer; and

(f) if necessary, the Management Agreement(s), duly
executed by Buyer.

8.8 Opinion of Buyer's Counsel. Buyer shall have furnished
Sellers with an opinion letter, dated the Closing Date, of Dow Lohnes &
Albertson, PLLC, counsel for Buyer, in the form set forth in Exhibit F.

8.9 Payment for Assets. Buyer shall have delivered the Purchase
Price as provided in Section 3.2.

9. Retained Franchises and Assets.

9.1 Non-Transferable Franchise Areas. In the event that on the
Closing Date any Franchise Area is not a Transferable Franchise Area, then the
Franchise covering such Franchise Area ("Retained Franchise") and any other
Assets used solely in connection with any Seller's operations within such
Franchise Area ("Retained Assets") shall be excluded from the Assets conveyed
on the Closing Date, and the provisions of this Section 9 shall apply. In the
event there are any Retained Franchises and Assets on the Closing Date, the
amount of the Purchase Price paid by Buyer at Closing with respect to such
Retained Franchises and Assets shall be the Discounted Franchise Purchase Price
(as defined in Section 9.5) with respect thereto.

9.2 Retained Franchise Consents. From and after the Closing Date
the Seller(s) owning any Retained Franchises or Retained Assets shall continue
to use commercially reasonable efforts to obtain the Required Consent with
respect to any Retained Franchise ("Retained Franchise Consent"), and the terms
and conditions of Section 6.7, insofar as they apply to Franchise Required
Consents, shall govern the obtaining of any such Retained Franchise Consent.

9.3 Subsequent Closings. Subject to Section 9.4, at such time as
the Franchise Area covered by any Retained Franchise shall become a
Transferable Franchise Area, Buyer and the applicable Seller shall conduct a
closing (each, a "Subsequent Closing") at which such Seller shall assign,
transfer, convey and deliver to Buyer, and Buyer shall acquire from such
Seller, the Retained Franchise covering such Franchise Area and any Retained
Assets with respect thereto. Each Subsequent Closing shall take place on a
Business Day on which the relevant parties shall agree and that is not less
than five (5) nor more than ten (10) Business Days from the date on which Buyer
receives notice that the Retained Franchise Consent is obtained or the relevant
Franchise Area has otherwise become a Transferable Franchise Area. At such
Subsequent Closing, (i) Buyer shall deliver to the applicable Seller, in the
manner set forth in Section 3.2(a), the amount of the difference between the
Franchise Purchase Price and the Discounted Franchise Purchase Price with
respect to such Retained Franchise and any such Retained Assets; and (ii) Buyer
or the applicable Seller, as the case may be, shall deliver the instruments
described in

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<PAGE> 71
Sections 7.6(d), (g), (h) and (i) and 8.7(d) with respect to such Retained
Franchise and Retained Assets.

9.4 Final Closing. If, on the date that is one (1) year from the
date of the Closing Date, any Franchise Area shall not have become a
Transferable Franchise Area, Buyer and the Seller with respect thereto shall
nevertheless conduct a final Closing with respect to the Retained Franchise and
Retained Assets relating to any such Franchise Area ("Final Closing"), at which
such Seller shall assign, transfer, convey and deliver to Buyer, and Buyer
shall acquire from such Seller, such Retained Franchise and Retained Assets.
Such Final Closing shall occur on such one year anniversary date or, if such
date is not a Business Day, on the next Business Day. At such Final Closing,
Buyer or the applicable Seller, as the case may be, shall deliver the
instruments described in Sections 7.6(d), (g), (h) and (i) and 8.7(d) with
respect to such Retained Franchise and Retained Assets.

9.5 Franchise Purchase Price; Discounted Franchise Purchase Price.
The "Franchise Purchase Price" with respect to any Retained Franchise (and the
Retained Assets with respect thereto), shall be the product of (i) the number
of Subscribers covered by such Retained Franchise as of the Closing Date, based
on the Pre-Closing Certificate, as it may be modified to reflect the resolution
of any pre-Closing disputes with respect thereto, and (ii) the Subscriber
Adjustment Amount applicable to the Seller of such Retained Franchise and
Assets. The "Discounted Franchise Purchase Price" with respect to any Retained
Franchise (and the Retained Assets with respect thereto) shall be the amount of
eighty percent (80%) of the Franchise Purchase Price with respect to such
Retained Franchise and Assets.

9.6 Management Agreement. If there are any Retained Franchises,
the Systems covered by such Retained Franchises shall be operated pursuant to
the Management Agreement from the Closing until the Subsequent Closing with
respect thereto or the Final Closing, as the case may be.

10. Survival of Representations and Warranties; Indemnification.

10.1 Survival of Representations and Warranties. Subject to
Section 6.12, the representations and warranties of the parties provided for in
this Agreement shall survive the Closing for a period of six (6) months, except
representations and warranties relating to environmental matters and title to
Real Property, which representations and warranties shall be governed by
Section 6.12, and to Taxes, title to Assets other than Real Property and
authority, which representations and warranties shall survive the Closing for
the duration of the applicable statute of limitations (the "Indemnity Period").
No claim for indemnification for breach of a representation or warranty may be
asserted after the expiration of the applicable Indemnity Period; provided,
that the written assertion of any claim by a party against the other hereunder
with respect to the breach or alleged breach of any representation, warranty
(or of a series of facts which would support such breach) shall extend the
Indemnity Period with respect to such claim through the date such claim is
conclusively resolved.

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<PAGE> 72
10.2 Indemnification.

(a) Subject to the provisions of Sections 10.1 and 10.5,
Buyer agrees to indemnify and hold harmless each Seller, after the Closing,
from and against any and all claims to the extent such claims are based upon,
arise out of or are related to (i) a breach of any representation or warranty,
or any failure to perform or comply with any of the covenants, conditions or
agreements of Buyer set forth in this Agreement or in any Related Agreement, or
(ii) the assertion of any claim or legal action against such Seller by any
Person or Governmental Authority based upon, arising out of or relating to the
ownership or operation of the Assets occurring, arising or accruing after the
Closing Date.

(b) Subject to the provisions of Sections 10.1 and 10.5,
each Seller agrees to indemnify and hold harmless Buyer, after the Closing,
from and against any and all claims to the extent such claims are based upon,
arise out of or relate to (i) a breach of any representation or warranty, or
any failure to perform or comply with any of the covenants, conditions or
agreements of such Seller set forth in this Agreement or in any Related
Agreement or (ii) any liability of such Seller arising or accruing on or prior
to, or existing on, the Closing Date, except any such liability for which an
adjustment to the Purchase Price is made pursuant to Section 3.3(a)(ii); or
(iii) any obligation or liability of such Seller not assumed by Buyer pursuant
to the terms of this Agreement.

10.3 Assertion of Claims.

(a) If Buyer, on the one hand, or any Seller, on the
other hand believes that it has a claim for indemnification, it shall notify
the other (the particular Seller, in the case of a claim against a particular
Seller) promptly in writing describing such claim with reasonable particularity
and containing a reference to the provisions of this Agreement under which such
claim has arisen.

(b) As used in this Section 10 the word "claim" shall
mean any and all liabilities, obligations, losses, damages, deficiencies,
demands, claims, fines, penalties, interest, assessments, judgments, actions,
proceedings and suits of whatever kind and nature and all costs and expenses
relating thereto (including, without limitation, reasonable attorneys' fees
incurred in connection with the investigation or defense thereof or in
asserting rights hereunder).

(c) Neither this Section 10 nor any other provision of
this Agreement is intended to confer any third party beneficiary rights,
including but not limited to any extension of any statute of limitations
pertaining to suits, actions or proceedings brought by third parties.

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<PAGE> 73
therewith. In case any claim shall be asserted or suit, action or proceeding
commenced against an Indemnitee, the Indemnitor will be entitled to participate
therein, and, to the extent that it may wish, subject to Indemnitor's written
confirmation of its indemnity obligations hereunder with respect to such claim,
to assume the defense or conduct the settlement thereof. Anything herein to
the contrary notwithstanding, Indemnitor shall not be entitled to settle any
such suit, action or proceeding without Indemnitee's consent, which consent
shall be not unreasonably withheld. After notice from the Indemnitor to the
Indemnitee of its election so to assume the defense, conduct or settlement
thereof (along with its written confirmation of its indemnity obligations), the
Indemnitor will not be liable to the Indemnitee for any legal or other expenses
subsequently incurred by the Indemnitee in connection with the defense, conduct
or settlement thereof following such notice. The Indemnitee will reasonably
cooperate with the Indemnitor in connection with any such claim assumed by the
Indemnitor to make available to the Indemnitor all Persons and all pertinent
information under the Indemnitee's control.

10.5 Limitations of Liability.

(a) For purposes of this Agreement, claims for
indemnification for breach of any representation, warranty, covenant or
agreement shall not take into account, give effect to or be qualified by any
considerations of materiality or knowledge which may be expressed in such
representation or warranty.

(b) The amount of any claim indemnifiable by an
Indemnitor pursuant to Section 10.2 shall be reduced by the amount of any
insurance proceeds and the amount of any tax benefit resulting from the subject
matter of such claim received by the Indemnitee in respect of such claim.

(c) A Seller shall not be required to indemnify Buyer
under Section 10.2(b) with respect to claims arising from breaches of such
Seller's representations or warranties hereunder, and Buyer shall not be
required to indemnify any Seller under Section 10.2(a) with respect to Claims
arising from Buyer's representations or warranties hereunder, until the
aggregate amount of all such Claims against Sellers or Buyer, as the case may
be, exceeds the aggregate amount of $125,000, in which case the indemnifying
party shall be liable for the total amount of all of such claims starting from
the first dollar.

(d) Sellers' aggregate liability to Buyer for Claims
arising from breaches of Sellers' representations and warranties hereunder
shall be limited to losses or damages not exceeding the aggregate amount of
$1,800,000, as allocated among the Sellers as set forth in Schedule 1.1A,
except that such limit shall not apply to Claims arising out of representations
and warranties relating to title to Assets other than Real Property, Taxes and
authority. Buyer's liability to Sellers for Claims arising out of breaches of
its representations and warranties hereunder shall be limited to losses or
damages not exceeding the aggregate amount of $1,800,000, which shall be
allocated among the Sellers as set forth in Schedule 1.1A.

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<PAGE> 74
payment of any indemnification to which any Buyer Indemnitee is entitled under
this Section 10; provided, that at any Seller's request, at the Closing a
separate Indemnity Escrow Agreement shall be entered into with respect to each
Seller.

11. Termination.

11.1 Termination. This Agreement may be terminated prior to the
Closing only in accordance with the following:

(a) At any time by mutual consent of the Sellers and
Buyer;

(b) By either Sellers or Buyer if the Closing hereunder
has not taken place on or before the Outside Closing Date other than by reason
of a breach or default of any of the covenants or agreements contained in this
Agreement by the party seeking to terminate; provided, that, either party may,
at its sole option, extend such date for an additional three (3) months if as
of such date the conditions to Closing set forth in Sections 7.3 and 8.3 shall
have not been satisfied; or

(c) By either Sellers or Buyer, at any time, if the other
party is in material breach or material default of its covenants and agreements
under this Agreement and the party in breach or default does not cure such
breach or default within thirty (30) days after written notice thereof is
delivered to the non-terminating party, provided that the terminating party is
not also in material breach or material default hereunder;

(d) By either Sellers or Buyer, if the representations
and warranties of the other party (without regard to the materiality or
Material Adverse Effect qualifiers set forth therein) are not true and correct
in all respects (or, with respect to representations and warranties made as of
a specific date, are not true and correct in all respects as of such date), and
such failure is not cured by the Outside Closing Date, provided that all of the
representations and warranties of the terminating party are true and correct in
all respects; provided, that for purposes of this Section 11.1(d), the
representations and warranties of a party shall be deemed true and correct in
all respects to the extent that the aggregate effect of the inaccuracies in
such representations and warranties as of the applicable times does not
constitute a Material Adverse Effect;

(e) By Buyer, pursuant to Section 6.12(a), (b) or (c) or
Section 6.14; or

(f) By Buyer in the event that any of the following shall
occur: (i) as of the date that is one hundred twenty (120) days following the
date hereof, the Limited Partners holding forty percent (40%) or more of the
Interests of any Seller shall have affirmatively disapproved the transactions
contemplated by this Agreement (unless the Limited Partners holding fifty
percent (50%) or more of the Interests of such Seller shall have approved the
transactions contemplated hereby); (ii) as of any date, the Limited Partners
holding fifty percent (50%) or more of the Interests of any Seller shall have
affirmatively disapproved the transactions contemplated by this Agreement or
approved any Acquisition Proposal; or (iii) as of the termination of the
Voting Period applicable to any Seller, the Limited Partner Consents of such
Seller shall not have been obtained; provided, however, that for purposes of
clauses (i) and (ii)

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<PAGE> 75
the percentage of Interests disapproving the transactions contemplated by this
Agreement or approving an Acquisition Proposal shall not include any
disapprovals or approvals (as the case may be) that shall have been rescinded,
revoked or otherwise withdrawn as of the date of such termination.

11.2 Breakup Fee; Acquisition Proposals.

(a) Each Seller shall pay to Buyer a Breakup Fee (as
defined herein), in accordance with the terms of this Section 11.2, in the
event that (i) this Agreement is terminated by Buyer pursuant to Section
11.1(f), (ii) as of the date of such termination any Seller's Limited Partners
shall have given their consent to an Acquisition Proposal submitted by a third
party; and (iii) Buyer shall have performed and complied in all material
respects with all covenants and agreements required to be performed or complied
with by it under this Agreement during the period prior to the first to occur
of (x) the date on which any Seller's Limited Partners shall have either
disapproved the transactions contemplated by this Agreement or given their
consent to an Acquisition Proposal submitted by a third party, or (y) the
first-occurring date of termination of the Voting Period of any Seller during
which the Limited Partner Consents for such Seller shall not have been
obtained. Sellers shall pay the Breakup Fee to Buyer by wire transfer of
immediately available funds or by certified check (in accordance with Buyer's
written instructions) within five (5) Business Days following the date of
termination pursuant to Section 11.1(f). For purposes hereof, the "Breakup
Fee" with respect to any Seller means a pro rata portion of the aggregate
amount of $750,000, which shall be determined by allocating the amount of
$750,000 among Sellers based on the allocation of the aggregate Purchase Price
among Sellers.

(b) In the event that the Closing does not occur and this
Agreement is terminated with respect to a Seller solely as a result of the
failure to satisfy the conditions to Closing set forth in Sections 7.9 and 8.6
with respect to such Seller, and within six (6) months following the
termination of the applicable Voting Period, such Seller receives an
Acquisition Proposal from a third party, which Acquisition Proposal such Seller
intends to submit to its respective Limited Partners for their approval, such
Seller shall notify Buyer in writing of the price and other material terms of
such Acquisition Proposal, and Buyer shall be entitled, within five (5)
Business Days of such notification, to submit a Buyer Acquisition Proposal.

11.3 Reimbursement of Expenses. Reimbursement of Expenses. In the
event that (i) this Agreement is terminated by Buyer pursuant to Section
11.1(f), (ii) as of the date of such termination no Seller's Limited Partners
shall have given their consent to an Acquisition Proposal submitted by a third
party; and (iii) Buyer shall have performed and complied in all material
respects with all covenants and agreements required to be performed or complied
with by it under this Agreement during the period prior to the first to occur
of (x) the date on which any Seller's Limited Partners shall have disapproved
the transactions contemplated by this Agreement, or (y) the first-occurring
date of termination of the Voting Period of any Seller during which the Limited
Partner Consents for such Seller shall not have been obtained, such Seller(s)
for which the Limited Partner Consents shall not have been obtained will
reimburse Buyer for Buyer's actual out-of-pocket costs and expenses incurred in
connection with the negotiation and performance of this Agreement; provided,
however, that if Buyer shall

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<PAGE> 76
consummate this Agreement with those Seller(s) for which the Limited Partner
Consents shall have been obtained, such reimbursement shall be reduced by the
amount of such costs and expenses allocated to the consummating Sellers based
on the allocation of the aggregate Purchase Price among Sellers.

11.4 Surviving Obligations. In the event of termination of this
Agreement by either Buyer or Sellers pursuant to this Section 11, prompt
written notice thereof shall be given to the other party; and this Agreement
shall terminate, without further action by any of the parties hereto, and all
obligations of the parties hereunder shall terminate, except for the
obligations set forth in Sections 4.19, 6.4, 11.2, 11.3, 11.5, 12 and 21.

11.5 Attorney's Fees. Notwithstanding any provision in this
Agreement that may limit or qualify a party's remedies, in the event of a
default by any party that results in a lawsuit or other proceeding for any
remedy available under this Agreement, the prevailing party shall be entitled
to reimbursement from the defaulting party of its reasonable legal fees and
expenses.

12. Expenses.

Except as otherwise provided in this Agreement, each 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.

13. Entire Agreement.

Buyer and Sellers agree that this Agreement, including the Schedules
and all Exhibits hereto and any other written document or instrument delivered
in connection herewith, constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
understandings and agreements with respect thereto.

14. Parties Obligated and Benefited.

15. Notices.

All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be delivered in person or mailed by
first-class certified or registered mail, return receipt requested, postage
prepaid, by reputable overnight mail or courier or by telecopier, in either
case, with receipt confirmed, addressed as follows:

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<PAGE> 77

<TABLE>
<S> <C>
If to Seller: Enstar Communications Corporation
12444 Powerscourt Drive
St. Louis, MO 63131
Telephone: (314) 965-0555
Telecopy: (314) 965-0571
Attention: Ralph G. Kelly, Senior Vice President - Treasurer

with a copy to: Curtis S. Shaw, Esq., Senior Vice President,
General Counsel & Secretary

With a copy to: Baer Marks & Upham LLP
805 Third Avenue
New York, NY 10022
Telephone: (212) 702-5700
Telecopy: (212) 702-5941
Attention: Stanley E. Bloch, Esq.

and

If to Buyer: Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania 18201-3421
Telephone: (570) 455-4251
Telecopy: (570) 459-0963
Attention: Terrence J. Herron, Vice President

With a copy to: Dow Lohnes & Albertson, PLLC
1200 New Hampshire Ave, N.W.
Suite 800
Washington, D.C. 20036-6802
Telephone: (202) 776-2000
Telecopy: (202) 776-2222
Attention: John H. Pomeroy, Esq.

</TABLE>

or at such other address or addresses as may have been furnished in writing by
any party to the others in accordance with the provisions of this Section 15.

Notices and other communications provided in accordance with this Section 15
shall be deemed delivered upon receipt. The furnishing of any notice or
communication required hereunder may be waived in writing by the party entitled
to receive such notice. Failure or delay in delivering copies of any notice to
persons designated above to receive copies shall in no way adversely affect the
effectiveness of such notice or communication.

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<PAGE> 78
16. Amendments and Waivers.

Except as otherwise expressly set forth in this Agreement, any term of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of Sellers and
Buyer. Any amendment or waiver effected in accordance with this Section 16
shall be binding upon each party. No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.

17. Severability.

If any provision of this Agreement shall be held or deemed to be, or
shall in fact be, invalid, inoperative or unenforceable because of the conflict
of such provision with any constitution or statute or rule of public policy or
for any other reason, such circumstance shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or
unenforceable, but this Agreement shall be reformed and construed as if such
invalid, inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and
enforceable to the maximum extent permitted.

18. Section Headings and Terms.

The section headings in this Agreement are for convenience and
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

19. Counterparts.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and shall become effective when counterparts which
together contain the signatures of each party hereto shall have been delivered
to Seller and Buyer.

20. Governing Law; Consent in Jurisdiction.

This Agreement shall be governed by and construed and enforced in
accordance with the law (without giving effect to the law governing the
principles of conflicts of law) of the State of New York. Any action to
enforce, arising out of, or relating in any way to, any of the provisions of
this Agreement may be brought and prosecuted in any such court or courts
located within the State of New York as is prohibited by law, and the parties
consent to the jurisdiction of said court or courts located within the State of
New York and to service of process by registered mail, return receipt
requested, or by any other manner provided by law. Each party hereto agrees not
to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding any claim that it is not subject personally to the
jurisdiction of such court, that the action, suit or proceeding is brought in
an inconvenient forum, that the venue of the action, suit or proceeding is
improper or that this Agreement, or any other agreement or transaction related
hereto or the subject matter thereof or thereof may not be enforced in or by
such court.

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<PAGE> 79
21. Specific Performance.

The parties hereto acknowledge that money damages are not an adequate
remedy for violations of this Agreement and that any party may, in its sole
discretion, apply to a court of competent jurisdiction for specific performance
or injunctive or other relief (without the posting of any bond or other
security) as such court may deem just and proper in order to enforce this
Agreement or prevent any violation hereof by any of the parties hereto and, to
the extent permitted by applicable Legal Requirements, each party hereof waives
any objection to the imposition of such relief. Any such specific or equitable
relief granted shall not be exclusive and an Indemnitee shall also be entitled
to seek money damages.

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<PAGE> 80
IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement as of the date and year first above written.

BUYER:
-----

MULTIMEDIA ACQUISITION CORP.

By: /s/ TERRANCE J. HERRON
----------------------------------
Name: Terrance J. Herron
Title: Vice President

SELLERS:
-------

ENSTAR INCOME PROGRAM 1984-1, L.P.

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

ENSTAR INCOME PROGRAM IV-3, L.P.

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
-------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

ENSTAR INCOME GROWTH PROGRAM
SIX-A, L.P.

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

<PAGE> 81
ENSTAR VII

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

ENSTAR VIII

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

ENSTAR X, LTD.

By: Enstar Communications Corporation,
its General Partner

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

Solely for purposes of Section 6.16:

CHARTER COMMUNICATIONS, INC.

By:/s/ CURTIS S. SHAW
--------------------------
Name: Curtis S. Shaw
Title: Senior Vice President

<PAGE> 82
EXHIBIT A

DEPOSIT ESCROW AGREEMENT

This DEPOSIT ESCROW AGREEMENT, dated as of June ___, 2000
("Agreement"), is by and among Enstar Income Program 1984-1, L.P., a Georgia
limited partnership, Enstar Income Program IV-3, L.P., a Georgia limited
partnership, Enstar Income/Growth Program Six-A, L.P., a Georgia limited
partnership, Enstar VII, a Georgia limited partnership, Enstar VIII, a Georgia
limited partnership, and Enstar X, Ltd., a Georgia limited partnership
(collectively, "Sellers," and each individually, a "Seller"), Multimedia
Acquisition Corp., a Pennsylvania corporation ("Buyer"), The Bank of New York, a
New York banking corporation (the "Escrow Agent"), and, solely for purposes of
Section 3.3(a) hereof, Charter Communications, Inc. ("Charter") and Gans
Multimedia Partnership ("Gans").

WITNESSETH:

WHEREAS, Sellers and Buyer have entered into an Asset Purchase
Agreement dated as of the date hereof (the "Purchase Agreement"), pursuant to
which Sellers have agreed to sell, transfer, convey and deliver to Buyer certain
assets owned or held for use by Sellers and used in connection with the
operation of certain cable television systems, as more particularly described in
the Purchase Agreement; and

WHEREAS, in Section 3.5 of the Purchase Agreement, Buyer and Sellers
have agreed that concurrent with the execution of the Purchase Agreement, Buyer
shall deposit the aggregate sum of $1,800,000 (the "Deposit Amount") with the
Escrow Agent in order to secure Buyer's performance of its covenants and
obligations to each of the Sellers.

NOW, THEREFORE, in consideration of the foregoing and of the promises
contained herein, the parties, intending legally to be bound, agree as follows:

SECTION 1
ESCROW DEPOSIT

1.1 Delivery. Concurrent with the execution of the Purchase Agreement,
Buyer is depositing the Deposit Amount with the Escrow Agent, to be held and
disbursed by the Escrow Agent pursuant to the terms of this Agreement.

1.2 Receipt. The Escrow Agent acknowledges receipt of the Deposit
Amount and agrees to hold and disburse the Deposit Amount in accordance with the
terms and conditions of this Agreement. The Escrow Agent has established a
segregated escrow account (the "Escrow Account") for deposit of the Deposit
Amount, into which the Escrow Agent shall deposit the Deposit Amount prior to
the investment thereof pursuant to Section 1.4.

<PAGE> 83

1.3 Escrowed Funds. For purposes hereof, the "Escrowed Funds" shall
refer to the Deposit Amount together with all interest, income, dividends and
other earnings with respect thereto ("Earnings").

1.4 Investment and Income. The Escrow Agent shall, pending the
disbursement of the Escrowed Funds pursuant to this Agreement, invest the
Escrowed Funds in accordance with written instructions of Buyer in (a) direct
obligations of, or obligations fully guaranteed by, the United States of America
or any agency thereof, (b) certificates of deposit issued by a commercial bank
having a combined capital surplus and undivided profits of not less than
$100,000,000, (c) money market funds investing solely in any of the above or (d)
other investments of equal or greater security as instructed in writing by
Buyer.

SECTION 2
DISBURSEMENT OF ESCROWED FUNDS

The Escrowed Funds shall not be disbursed except as set forth in this
Section 2.

2.1 Disbursement of Escrowed Funds Upon Closing. In the event that the
closing on the transactions contemplated in the Purchase Agreement (the
"Closing") shall occur, Buyer and Sellers shall, on the date of the Closing,
telecopy to the Escrow Agent joint notice instructing the Escrow Agent to
disburse the Escrowed Funds to Sellers and setting forth any other instructions
for payment. The Escrow Agent shall promptly comply with such instructions in
their entirety within one (1) Business Day (as defined herein) of the Escrow
Agent's receipt of such joint notice, unless the joint notice contains a
different time period for compliance therewith. For purposes of this Agreement,
"Business Day" means any day on which the New York Stock Exchange (or any
successor securities exchange) and the Chase Manhattan Bank, N.A. (or any
successor bank) are officially open for business in New York City.

2.2 Disbursement of Escrowed Funds in Accordance with Sellers'
Instructions. If the Escrow Agent and Buyer receive a written notice signed by
any Seller stating that such Seller is entitled to any portion of the Escrowed
Funds ("Seller Claim Notice"), the Escrow Agent shall confirm Buyer's receipt of
such Seller Claim Notice, and Buyer shall be entitled to object to such Seller's
claim to any portion of the Escrowed Funds by giving notice of its objection
("Dispute Notice") to such Seller and the Escrow Agent within seven (7) Business
Days of its receipt of the Seller Claim Notice. If the Escrow Agent does not
receive a Dispute Notice from Buyer within such seven (7) Business Day period,
the Escrow Agent shall deliver the portion of the Escrowed Funds stated in the
Seller Claim Notice to such Seller within seven (7) Business Days of the
expiration of such seven (7) Business Day period. If the Escrow Agent receives a
Dispute Notice from Buyer within such seven (7) Business Day period, the Escrow
Agent shall continue to hold such portion of the Escrowed Funds until it
receives an order or instructions in accordance with Section 2.4 hereof.

<PAGE> 84

2.3 Disbursement of Escrowed Funds in Accordance with Buyer's
Instructions. If the Escrow Agent and Sellers receive a written notice signed by
Buyer stating that Buyer is entitled to any portion of the Escrowed Funds
("Buyer Claim Notice"), the Escrow Agent shall confirm Sellers' receipt of such
Buyer Claim Notice, and each Seller shall be entitled to object to Buyer's claim
to the Escrowed Funds by delivering a Dispute Notice to the Escrow Agent within
seven (7) Business Days of its receipt of the Buyer Claim Notice. If the Escrow
Agent does not receive a Dispute Notice from any Seller within such seven (7)
Business Day period, the Escrow Agent shall deliver the Escrowed Funds (or the
portion thereof specified in the Buyer Claim Notice) to Buyer within seven (7)
Business Days of the expiration of such seven (7) Business Day Period. If the
Escrow Agent receives a Dispute Notice from any Seller within such seven (7)
Business Day period, the Escrow Agent shall hold the Escrowed Funds until it
receives an order or instructions in accordance with Section 2.4 hereof.

2.4 Dispute. In the event of any dispute among any of the parties to
this Agreement, the Escrow Agent shall not comply with any claim or demands from
Buyer and/or Seller as long as any such dispute may continue, and the Escrow
Agent shall make no delivery or other disposition of any portion of the Escrowed
Funds until (a) the Escrow Agent receives a final nonappealable court order from
a court of competent jurisdiction directing disposition of the Escrowed Funds,
(b) the Escrow Agent has received an order of an arbitrator designated in
writing jointly by Buyer and Sellers, or in accordance with the Purchase
Agreement, directing disposition of the Escrowed Funds or any portion thereof or
(c) the Escrow Agent has received written instructions signed by Buyer and
Sellers directing disposition of the Escrowed Funds. Upon receipt of the order
or instructions referred to in (a), (b) or (c) the Escrow Agent shall deliver
the Escrowed Funds, or a portion thereof, as the case may be, in accordance with
such order or instructions and shall comply in all respects with such order or
instructions.

2.5 Disbursement of Escrowed Funds in Accordance with Joint
Instructions or an Order. If at any time the Escrow Agent receives (a) joint
instructions signed by Buyer and Sellers regarding disposition of the Escrowed
Funds, (b) a final and nonappealable court order from a court of competent
jurisdiction regarding disposition of the Escrowed Funds or (c) an order of an
arbitrator designated in writing jointly by Buyer and Sellers regarding
disposition of the Escrowed Funds, the Escrow Agent shall disburse the Escrowed
Funds in accordance with, and shall otherwise comply with, such instructions or
order.

2.6 Remaining Balance in Escrow Account. If the Escrow Agent disburses
a portion of but less than all of the Escrowed Funds pursuant to any order or
instructions in accordance with this Agreement, that portion of the Escrowed
Funds not disbursed shall continue to be held in escrow by the Escrow Agent
subject to the terms of this Agreement.

2.7 Interpleader. In the event that any dispute should arise hereunder,
the Escrow Agent shall be entitled to deposit the Escrowed Funds with the clerk
of any court of

<PAGE> 85

competent jurisdiction and to interplead Buyer and Sellers, and upon doing so,
the Escrow Agent shall promptly give notice thereof to Sellers and Buyer.

SECTION 3
ESCROW AGENT

3.1 Appointment. Buyer and Sellers hereby appoint the Escrow Agent to
serve hereunder, and the Escrow Agent hereby accepts such appointment and agrees
to perform all duties expressly set forth in this Agreement.

3.2 Compensation.

(a) In consideration of the Escrow Agent's acceptance of its
appointment hereunder, Sellers and Buyer shall pay the Escrow Agent the fees set
forth in Exhibit 1 hereto. Such sum is intended as compensation for the Escrow
Agent's ordinary services as contemplated by this Agreement, including without
limitation (i) the investment of the Escrowed Funds and (ii) the disbursement
thereof to Sellers and/or Buyer, as the case may be.

(b) If any fees, expenses or costs incurred by, or any obligations
owed to, the Escrow Agent hereunder are not promptly paid when due, the Escrow
Agent may reimburse itself therefor from the Escrowed Funds and may sell, convey
or otherwise dispose of any portion of the Escrowed Funds for such purpose.

(c) As security for the due and punctual performance of any and all
of Buyer's and Sellers' obligations to the Escrow Agent hereunder, now or
hereafter arising, Buyer and Sellers, individually and collectively, hereby
pledge, assign and grant to the Escrow Agent a continuing security interest in,
and a lien on, the Escrowed Funds, including all Earnings and other additions
thereto (whether such additions and Earnings are the result of deposits by Buyer
or any Seller or the investment of the Escrowed Funds). The Escrow Agent's
security interest created hereunder shall at all times be valid, perfected and
enforceable by Escrow Agent against Buyer and Sellers and all third parties in
accordance with the terms of this Agreement.

3.3 Indemnification.

(a) Buyer and Sellers, jointly and severally, shall be liable for
and shall reimburse and indemnify the Escrow Agent and hold it harmless from and
against any and all claims, losses, liabilities, costs, damages or expenses
(including reasonable attorneys' fees and expenses) (collectively, "Losses")
arising from or in connection with or related to this Agreement or from its
position as Escrow Agent hereunder (including without limitation Losses incurred
by the Escrow Agent in connection with its successful defense, in whole or in
part, of

<PAGE> 86

any claim of gross negligence or willful misconduct on its part); provided, that
nothing contained herein shall require indemnification of the Escrow Agent for
Losses caused by its gross negligence or willful misconduct. If Buyer and
Sellers fail to indemnify the Escrow Agent pursuant to this Section 3.3, Gans
(with respect to Buyer) and Charter (with respect to Sellers) shall be jointly
and severally responsible for the indemnification of the Escrow Agent pursuant
to this Section 3.3.

(b) The Escrow Agent shall not be liable for any action taken or
omitted or for any loss or injury resulting from its actions or its performance
or lack of performance of its duties hereunder in the absence of gross
negligence or willful miscoduct on its part. In no event shall the Escrow Agent
be liable (i) for acting in good faith in accordance with or relying in good
faith upon any instruction, notice, demand, certificate or document from Buyer
or any Seller or any entity the Escrow Agent believes in good faith to be acting
on behalf of Buyer or any Seller, (ii) for any consequential, punitive or
special damages, other than any such damages resulting from the Escrow Agent's
gross negligence or willful misconduct, (iii) for the acts or omissions of its
nominees, correspondents, designees, subagents or subcustodians, other than any
such acts or omissions that result from the Escrow Agent's gross negligence or
willful misconduct, (iv) for an amount in excess of the value of the Escrowed
Funds, valued as of the date of deposit thereof pursuant to this Agreement or
(v) with respect to any action taken or omitted in good faith upon the advice of
its counsel given with respect to any question relating to the Escrow Agent's
duties and responsibilities under this Agreement.

3.4 Resignation.

(a) The Escrow Agent may resign at any time upon giving Buyer and
Sellers thirty (30) days' prior written notice, and in such event, the successor
Escrow Agent shall be such person, firm or corporation as shall be mutually
agreed by Buyer and Sellers. It is understood and agreed that the Escrow Agent's
resignation shall not be effective until a successor escrow agent agrees to act
hereunder; provided, that if no successor is appointed and acting hereunder
within thirty (30) days after such notice is given, the Escrow Agent may, in its
sole discretion, apply to a court of competent jurisdiction for the appointment
of a successor escrow agent or for other appropriate relief. The cost and
expenses (including reasonable attorneys' fees and expenses) incurred by Escrow
Agent in connection with such proceeding shall be paid by, and be deemed a joint
and several obligation of, Buyer and Sellers.

(b) Upon receipt of the identity of the successor escrow agent
appointed pursuant to Section 3.4(a), the Escrow Agent shall either deliver the
Escrowed Funds then held hereunder to such successor escrow agent (less the
amount of any fees, costs and expenses or other obligations then owed to the
Escrow Agent), or hold such Escrowed Funds (or any portion thereof) pending
distribution, until all such fees, costs and expenses or other obligations are
paid.

<PAGE> 87

(c) Upon delivery of the Escrowed Funds to a successor escrow
agent, the Escrow Agent shall have no further duties, responsibilities or
obligations hereunder.

3.5 Collateral Agreements. The Escrow Agent shall not be bound in any
way by any contract or agreement between the other parties hereto, regardless of
whether the Escrow Agent has knowledge of such contract or agreement or of its
terms or conditions.

SECTION 4
TERMINATION

4.1 Termination. This Agreement shall be terminated upon the earliest
to occur of (a) disbursement or release of the entire amount of the Escrowed
Funds by the Escrow Agent in accordance with the terms hereof, (b) written
consent signed by all parties hereto, or (c) payment of the amount of all
Escrowed Funds then held into a court of competent jurisdiction in accordance
with Section 2.7. This Agreement shall not be otherwise terminated. The
provisions of Sections 3.3 and 5.5(b) shall survive termination of this
Agreement and/or the resignation or removal of the Escrow Agent.

SECTION 5
OTHER PROVISIONS

5.1 Notices.

(a) Any notice, demand or request required or permitted to be given
under the provisions of this Agreement shall be in writing and shall be deemed
to have been duly delivered (i) on the date of personal delivery, (ii) on the
date of the receipt of the appropriate printed confirmation, if sent by
facsimile transmission, (iii) upon receipt, if mailed by registered or certified
mail, postage prepaid and return receipt requested or (iv) in the case of
notices delivered to the Escrow Agent, when actually received by Escrow Agent's
Corporate Trust Department. Any such notices shall be sent to the following
addresses, or to such other address as any party may request in a notice
delivered in accordance with this Section 5.1 to the other parties hereto:

(A) If to any Seller or Charter:

c/o Enstar Communications
12444 Powerscourt Drive
St. Louis, MO 63131
Telephone No.: (314) 965-0555
Facsimile No.: (314) 965-6492
Attention: Heather L. Wood, Vice President,

<PAGE> 88

Finance & Acquisitions

With copies sent by the same means of delivery to:

Curtis S. Shaw, Esq.
Senior Vice President, General Counsel & Secretary

and to:

Baer Marks & Upham LLP
805 Third Avenue
New York, NY 10022
Telephone No.: (212) 702-5700
Facsimile No. (212) 702-5941
Attention: Stanley E. Bloch, Esq.

(B) If to Buyer or Gans:

Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania 18201-3421
Telephone No.: (570) 455-4251
Facsimile No.: (570) 459-0963
Attention: Terrence J. Herron, Vice President

<PAGE> 89

With copies sent by the same means of delivery to:

Dow Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
Telephone No.: (202-776-2000
Facsimile No.: (202) 776-2222
Attention: John H. Pomeroy, Esq.

The Bank of New York/Insurance Trust & Escrow Dept.
101 Barclay Street, 21 West
New York, NY 10286
Telephone No.: (212) 815-8074
Facsimile No.: (212) 805-7181
Attention: Marie Ladolcetta
Reference: A/C No. 108190
A/C Name: Multimedia/Enstar Escrow

(b) The Escrow Agent is authorized to comply with and rely upon any
notice, instruction or other communication believed in good faith by it to have
been sent or given by Buyer or any Seller or by a person or persons believed in
good faith by the Escrow Agent to be authorized to so act by Buyer or any
Seller. Whenever under the terms hereof the time for giving a notice or
performing an act falls on a Saturday, Sunday or banking holiday, such time
shall be extended to the next day on which Escrow Agent is open for business.

5.2 Benefit and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the others; except that (a) if Buyer assigns its
rights, interests and/or obligations under the Purchase Agreement in accordance
with Section 14 of the Purchase Agreement, Buyer shall be entitled to assign its
rights, interests or obligations hereunder to such assignee; and (b) if a
successor escrow agent is appointed pursuant to Section 3.4(a) hereof, upon
written instructions by Sellers and Buyer, the Escrow Agent shall assign its
rights, interests and obligations hereunder to such successor.

5.3 Entire Agreement; Amendment. This Agreement contains all the terms
agreed upon by the parties with respect to the subject matter hereof. This
Agreement may be amended only by a written instrument signed by the party
against which enforcement of any waiver, change, modification, extension or
discharge is sought.

<PAGE> 90

5.4 Headings. The headings of the sections and subsections of this
Agreement are for ease of reference only and do not evidence the intentions of
the parties.

5.5 Tax Reporting.

(a) For tax reporting purposes, all Earnings attributable to any
portion of the Escrowed Funds shall be deemed to be for the account of Buyer,
unless determined otherwise in accordance with the terms of this Agreement.

(b) The Escrow Agent has no interest in the Escrowed Funds but is
serving as escrow holder only and has only possession of the Escrowed Funds.
Buyer and Sellers shall pay or reimburse the Escrow Agent upon the Escrow
Agent's request for any transfer taxes or other taxes relating to the Escrowed
Funds incurred in connection herewith, and shall indemnify and hold harmless the
Escrow Agent for any amounts the Escrow Agent is obligated to pay in respect of
such taxes. Any payments of income from the Escrow Account shall be subject to
withholding regulations then in force with respect to United States taxes. Buyer
and Sellers will provide the Escrow Agent with appropriate W-9 forms for tax
I.D. number certifications. It is understood that the Escrow Agent shall be
responsible for income reporting only with respect to Earnings on any portion of
the Escrowed funds and shall not be responsible for any other reporting.

5.6 Fees, Expenses and Indemnification. All amounts payable to the
Escrow Agent by Buyer and Sellers pursuant to this Agreement, including all
fees, expenses and indemnification payable pursuant to Sections 3.2(a) and 3.3
(other than indemnification for income taxes alleged to be payable by Buyer or
any Seller), shall be shared equally by Buyer, on the one hand, and Sellers, on
the other hand.

5.7 Governing Law. This Agreement shall be interpreted, construed,
enforced and administered in accordance with the internal substantive laws (and
not the choice of law rules) of the State of New York. Buyer and each Seller
hereby submits to the personal jurisdiction of, and each agrees that all
proceedings relating to this Agreement shall be brought in courts located
within, the City and State of New York. Buyer and each Seller hereby waives the
right to trial by jury in any such proceeding. To the extent that in any
jurisdiction Buyer and any Seller may be entitled to claim, for itself or its
assets, immunity from suit, execution, attachment (whether before or after
judgment) or other legal process, each hereby irrevocably agrees to not claim,
and each hereby waives, such immunity. Buyer and each Seller hereby waives
personal service of process and consents to service of process by certified or
registered mail, return receipt requested, directed to it at the address last
specified by it for notices hereunder, and such service shall be deemed
completed ten (10) calendar days after the same is so mailed.

<PAGE> 91

5.8 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if the signatures on all counterparts were
on the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

<PAGE> 92

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

BUYER:

MULTIMEDIA ACQUISITION CORP.

By:
------------------------------
Name:
Title:
Tax Identification No.:
--------
SELLERS:

ENSTAR INCOME PROGRAM 1984-1, L.P.

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.58-1581136

ENSTAR INCOME PROGRAM IV-3, L.P.

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.58-1548320

<PAGE> 93

ENSTAR INCOME GROWTH PROGRAM
SIX-A, L.P.

By Enstar Communications Corporation,
its General Partner

By:
------------------------------
Name:
Title:
Tax Identification No.58-1712808

ENSTAR VII

By Enstar Communications Corporation,
its General Partner

By:
------------------------------
Name:
Title:
Tax Identification No.58-1516086

ENSTAR VIII

By Enstar Communications Corporation,
its General Partner

By:
------------------------------
Name:
Title:
Tax Identification No.58-1518170

<PAGE> 94

ENSTAR X, LTD.

By Enstar Communications Corporation,
its General Partner

By:
------------------------------
Name:
Title:
Tax Identification No.58-1637428

ESCROW AGENT:

THE BANK OF NEW YORK

By:
----------------------------------------
Marie Ladolcetta
Assistant Vice President

Solely for purposes of Section 3.3:

CHARTER COMMUNICATIONS, INC.

By:
----------------------------------------
Name:
Title:

[GANS MULTIMEDIA PARTNERSHIP]

By:
----------------------------------------
Name:
Title:

<PAGE> 95

Exhibit 1

Escrow Agent's Fee Schedule

<PAGE> 96
EXHIBIT B

INDEMNITY ESCROW AGREEMENT

This INDEMNITY ESCROW AGREEMENT, dated as of [Closing Date]
("Agreement"), is by and among Enstar Income Program 1984-1, L.P., a Georgia
limited partnership, Enstar Income Program IV-3, L.P., a Georgia limited
partnership, Enstar Income Growth Program Six-A, L.P., a Georgia limited
partnership, Enstar VII, a Georgia limited partnership, Enstar VIII, a Georgia
limited partnership, and Enstar X, Ltd., a Georgia limited partnership
(collectively, "Sellers," and each individually, a "Seller"),(1) Multimedia
Acquisition Corp., a Pennsylvania corporation ("Buyer"), and The Bank of New
York, a New York banking corporation (the "Escrow Agent") [and, solely for
purposes of Section 4.3(a) hereof, Charter Communications, Inc. ("Charter") and
Gans Multimedia Partnership ("Gans")].

W I T N E S S E T H:

WHEREAS, Sellers and Buyer have entered into an Asset Purchase
Agreement dated as of June 21, 2000 (the "Purchase Agreement"), pursuant to
which Sellers have agreed to sell, transfer, convey and deliver to Buyer
certain assets owned or held for use by Sellers and used in connection with the
operation of certain cable television systems, as more particularly described
in the Purchase Agreement; and

WHEREAS, in Sections 3.2(c) and 10.6 of the Purchase Agreement,
Buyer and Sellers have agreed that the aggregate sum of $1,800,000, to be
allocated among Sellers as set forth in Exhibit 1 hereto (the "Indemnity
Fund"), shall be deposited in escrow with the Escrow Agent in order to provide
a fund for the payment of claims giving rise to indemnification by Sellers
under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending legally to
be bound, agree as follows:

SECTION 1
INDEMNIFICATION FUND

1.1 Delivery. Concurrent with the closing of the transactions
contemplated by the Purchase Agreement (the "Closing"), Buyer will deposit with
the Escrow Agent, by wire transfer of immediately available funds, the amount
of the Indemnity Fund, to be held by the Escrow Agent pursuant to the terms of
this Agreement. For purposes of this Agreement, the term "Indemnity Fund," as
of any time during the term of this Agreement, shall refer to the

----------------------

(1) At any Seller's request, at Closing, a separate Indemnity Escrow
Agreement, substantially in the form hereof, will be entered for
each Seller, and this form will be modified accordingly.
<PAGE> 97
amount of the Indemnity Fund then existing and all Earnings (as defined in
Section 1.3) with respect thereto.

1.2 Receipt. The Escrow Agent agrees to hold and disburse the
Indemnity Fund in accordance with the terms and conditions of this Agreement
and for the uses and purposes stated herein. Upon receipt of the Indemnity
Fund, the Escrow Agent shall acknowledge receipt thereof by notice to Buyer and
Sellers. The Escrow Agent shall deposit the portion of the Indemnity Fund
allocable to each Seller into a separate account, to be maintained and
disbursed in accordance with the terms of this Agreement.

1.3 Investment and Income. After receipt of the Indemnity
Fund, the Escrow Agent shall, pending the disbursement of the Indemnity Fund
and all interest, income and other earnings with respect thereto (collectively,
"Earnings") pursuant to this Agreement, invest the Indemnity Fund in accordance
with written instructions of Sellers in (a) direct obligations of, or
obligations fully guaranteed by, the United States of America or any agency
thereof, (b) certificates of deposit issued by a commercial bank having a
combined capital surplus and undivided profits of not less than $100,000,000,
(c) money market funds investing solely in any of the above or (d) other
investments of equal or greater security as instructed in writing by Sellers.

SECTION 2
PROCEDURES FOR DISBURSEMENT OF INDEMNITY FUND

2.1 Claims Procedure. The following procedures shall govern
the application of the Indemnity Fund to satisfy any claims by Buyer which may
be brought pursuant to Section 10.2(b) of the Purchase Agreement:

(a) Buyer shall give written notice to the Seller
against which such claim is being made and the Escrow Agent of any claim
against such Seller that could constitute a claim against the Indemnity Fund
(each, a "Claim Notice"). The Claim Notice shall specify (i) in detail, the
factual basis for such claim, (ii) the amount of the Indemnity Fund to be
reserved against the claim and (iii) that Buyer has given a copy of such Claim
Notice to the applicable Seller.

(b) Upon receipt of a Claim Notice from Buyer,
the Escrow Agent shall reserve the amount set forth in the Claim Notice and
shall confirm that the applicable Seller has received from Buyer a copy of the
Claim Notice and the date of such Seller's receipt thereof.

(c) The applicable Seller shall have thirty (30)
days from the date of its receipt of a Claim Notice from Buyer to make such
investigation of the claim as such Seller deems necessary or desirable. For
purposes of such investigation, Buyer shall, upon request,

2
<PAGE> 98
deliver to such Seller or its authorized representative(s) copies of all
material written information relied upon by Buyer to substantiate the claim,
and shall describe in reasonable detail such other information relied upon by
Buyer to substantiate the claim. If such Seller disagrees with the validity or
amount of Buyer's claim, such Seller shall deliver to Buyer and Escrow Agent a
written notice thereof ("Dispute Notice"), setting forth the factual basis for
such disagreement, at or prior to the expiration of said thirty (30) day
period. If Buyer and such Seller agree at or prior to the expiration of said
thirty (30) day period (or any mutually agreed upon extension thereof) to the
validity and amount of such claim, they shall promptly give the Escrow Agent
joint instructions in writing to disburse such portion of the Indemnity Fund as
Buyer and such Seller shall have agreed. If Buyer and such Seller do not agree
within said thirty (30) day period (or any mutually agreed upon extension
thereof), the matter shall be resolved as provided for in Section 3.1 hereof,
and, except as provided in Section 3.1 regarding release of any undisputed
amounts, the Escrow Agent shall continue to hold the Indemnity Fund until it
receives a final and nonappealable court order or joint written instructions
from the applicable Seller and Buyer in accordance with Section 3.1.
Notwithstanding the foregoing, if the applicable Seller shall not have
delivered a Dispute Notice to the Escrow Agent within said thirty (30) day
period, the Escrow Agent shall, without further inquiry, disburse to Buyer the
portion of the Indemnity Fund set forth in the Claim Notice.

2.2 Final Release of Indemnity Fund. On the date that is six
(6) months after the date of the Closing (the "Release Date"), if no claim for
indemnification is pending against any Seller, the Escrow Agent shall deliver
to such Seller, by wire transfer of immediately available funds, bank check or
certified check or by other means mutually acceptable to such Seller and the
Escrow Agent, the entire amount of the Indemnity Fund allocable to such Seller
then remaining. If on such date Buyer has any indemnification claims pending
against any Seller, the Escrow Agent shall retain from the portion of the
Indemnity Fund allocable to such Seller an amount equal to the total amount of
any such claims and shall remit the remaining balance of such portion of the
Indemnity Fund to such Seller.

SECTION 3
OTHER CLAIMS AND DISBURSEMENT PROCEDURES

3.1 Dispute. In the event of any disagreement between Buyer
and any Seller with respect to disbursement of any amount of the Indemnity Fund
allocable to such Seller, the Escrow Agent shall not comply with any claim or
demand of Buyer or such Seller pertaining to such disagreement as long as such
disagreement shall continue, and the Escrow Agent shall not deliver or
otherwise dispose of any portion of the Indemnity Fund allocable to such Seller
then held by it under this Agreement until it has received (i) a final and
nonappealable court order from a court of competent jurisdiction directing
disposition of such funds, or (ii) joint written instructions signed by Buyer
and the applicable Seller.

3
<PAGE> 99
3.2 Interpleader. Notwithstanding anything to the contrary in
this Agreement, the Escrow Agent may at any time deposit the portion of the
Indemnity Fund then held by it, together with all Earnings attributable
thereto, with the clerk of any court of competent jurisdiction upon
commencement of an action in the nature of interpleader or in the course of
court proceedings relating to the Indemnity Fund.

3.3 Court Order or Joint Written Instructions.
Notwithstanding anything to the contrary in this Agreement, if at any time the
Escrow Agent receives a final nonappealable order of a court of competent
jurisdiction, or written instructions signed by any Seller or Sellers and
Buyer, directing delivery of any part of the Indemnity Fund allocable to such
Seller(s) and/or the Earnings, the Escrow Agent shall comply with such order or
instructions in their entirety.

3.4 Allocation of Liability. The provisions of the Purchase
Agreement relating to the relative liability of each Seller to Buyer and the
limitations of each Seller's liability to Buyer shall be controlling for all
purposes of determining any indemnification liability of each Seller to Buyer.
The provisions of the Purchase Agreement relating to the Purchase Price and the
Adjusted Purchase Price (each as defined in the Purchase Agreement) shall be
controlling for all purposes of determining the Adjusted Purchase Price. If any
such provision of the Purchase Agreement is inconsistent with any provision
hereof, the Purchase Agreement shall be controlling as between each Seller and
Buyer.

3.5 Disbursement of Earnings. In the event that the Escrow
Agent shall disburse any portion of the Indemnity Fund to Buyer or any Seller
pursuant to Section 2.1(c), 2.2 or 3.1 of this Agreement, the Escrow Agent
shall disburse to Buyer or such Seller (as the case may be) all Earnings
attributable to the portion of the Indemnity Fund disbursed to such party.

SECTION 4
ESCROW AGENT

4.1 Appointment. Buyer and Sellers hereby appoint the Escrow
Agent to serve hereunder, and the Escrow Agent hereby accepts such appointment
and agrees to perform all duties expressly set forth in this Agreement.

4.2 Compensation.

(a) In consideration of the Escrow Agent's
acceptance of its appointment hereunder, Sellers and Buyer shall pay the Escrow
Agent the fees set forth in Exhibit 1 hereto. Such sum is intended as
compensation for the Escrow Agent's ordinary services as contemplated by this
Agreement, including without limitation (i) the investment of the Indemnity
Fund and (ii) the disbursement thereof to Sellers and/or Buyer, as the case may
be.

4
<PAGE> 100
(b) If any fees, expenses or costs incurred by,
or any obligations owed to, the Escrow Agent hereunder are not promptly paid
when due, the Escrow Agent may reimburse itself therefor from the Indemnity
Fund and may sell, convey or otherwise dispose of any portion of the Indemnity
Fund for such purpose.

(c) As security for the due and punctual
performance of any and all of Buyer's and Sellers' obligations to the Escrow
Agent hereunder, now or hereafter arising, Buyer and Sellers, individually and
collectively, hereby pledge, assign and grant to the Escrow Agent a continuing
security interest in, and a lien on, the Indemnity Fund, including all Earnings
and other additions thereto (whether such additions and Earnings are the result
of deposits by Buyer or any Seller or the investment of the Indemnity Fund).
The Escrow Agent's security interest created hereunder shall at all times be
valid, perfected and enforceable by Escrow Agent against Buyer and Sellers and
all third parties in accordance with the terms of this Agreement.

4.3 Indemnification.

(a) Buyer and Sellers, jointly and severally,
shall be liable for and shall reimburse and indemnify the Escrow Agent and hold
it harmless from and against any and all claims, losses, liabilities, costs,
damages or expenses (including reasonable attorneys' fees and expenses)
(collectively, "Losses") arising from or in connection with or related to this
Agreement or from its position as Escrow Agent hereunder (including without
limitation Losses incurred by the Escrow Agent in connection with its
successful defense, in whole or in part, of any claim of gross negligence or
willful misconduct on its part); provided, that nothing contained herein shall
require indemnification of the Escrow Agent for Losses caused by its gross
negligence or willful misconduct.

(b) The Escrow Agent shall not be liable for any
action taken or omitted or for any loss or injury resulting from its actions or
its performance or lack of performance of its duties hereunder in the absence
of gross negligence or willful misconduct on its part. In no event shall the
Escrow Agent be liable (i) for acting in good faith in accordance with or
relying in good faith upon any instruction, notice, demand, certificate or
document from Buyer or any Seller or any entity the Escrow Agent believes in
good faith to be acting on behalf of Buyer or any Seller, (ii) for any
consequential, punitive or special damages, other than any such damages
resulting from the Escrow Agent's gross negligence or willful misconduct, (iii)
for the acts or omissions of its nominees, correspondents, designees, subagents
or subcustodians, other than any such acts or omissions that result from the
Escrow Agent's gross negligence or willful misconduct, (iv) for an amount in
excess of the value of the Indemnity Fund, valued as of the date of deposit
thereof pursuant to this Agreement or (v) with respect to any action taken or
omitted in good faith upon the advice of its counsel given with respect to any
question relating to the Escrow Agent's duties and responsibilities under this
Agreement.

4.4 Resignation.

5
<PAGE> 101
(a) The Escrow Agent may resign at any time upon
giving Buyer and Sellers thirty (30) days' prior written notice, and in such
event, the successor escrow agent shall be such person, firm or corporation as
shall be mutually agreed by Buyer and Sellers. It is understood and agreed
that the Escrow Agent's resignation shall not be effective until a successor
escrow agent agrees to act hereunder; provided, that if no successor is
appointed and acting hereunder within thirty (30) days after such notice is
given, the Escrow Agent may, in its sole discretion, apply to a court of
competent jurisdiction for the appointment of a successor escrow agent or for
other appropriate relief. The cost and expenses (including reasonable
attorneys' fees and expenses) incurred by Escrow Agent in connection with such
proceeding shall be paid by, and be deemed a joint and several obligation of,
Buyer and Sellers.

(b) Upon receipt of the identity of the successor
escrow agent appointed pursuant to Section 4.4(a), the Escrow Agent shall
either deliver the Indemnity Fund then held hereunder to such successor escrow
agent (less the amount of any fees, costs and expenses or other obligations
then owed to the Escrow Agent), or hold such Indemnity Fund (or any portion
thereof) pending distribution, until all such fees, costs and expenses or other
obligations are paid.

(c) Upon delivery of the Indemnity Fund to a
successor escrow agent, the Escrow Agent shall have no further duties,
responsibilities or obligations hereunder.

SECTION 5
LIABILITIES OF ESCROW AGENT

5.1 Limitations. The Escrow Agent shall be obligated only to
accept, hold and deliver the Indemnity Fund in accordance with the provisions
of this Agreement and any amendments hereto; provided, that the Escrow Agent
shall not incur any liability with respect to (a) any action taken or omitted
in good faith upon the advice of its counsel given with respect to any
questions relating to the duties and responsibilities of the Escrow Agent under
this Agreement, or (b) any action taken or omitted in reliance upon any
instrument which the Escrow Agent shall in good faith believe to be genuine
(including the execution of such instrument, the identity or authority of any
person executing such instrument, its validity and effectiveness, and the truth
and accuracy of any information contained therein), to have been signed by a
proper person or persons and to conform to the provisions of this Agreement.
The Escrow Agent shall not be liable to any person by reason of any loss of any
portion of the Indemnity Fund by reason of its being deposited in any single
bank that qualifies under Section 1.3 hereof on the date of such deposit.

5.2 Collateral Agreements. Anything in this Agreement to the
contrary notwithstanding, the Escrow Agent shall not be bound in any way by any
contract or agreement between the other parties hereto, regardless of whether
the Escrow Agent has knowledge of such contract or agreement or of its terms or
conditions.

6
<PAGE> 102
SECTION 6
TERMINATION

6.1 Termination. This Agreement shall be terminated upon the
earliest to occur of (a) disbursement or release of the entire amount of the
Indemnity Fund and all Earnings thereon by the Escrow Agent in accordance with
the terms hereof, (b) written consent signed by all parties hereto, or (c)
payment of the amount of all Indemnity Fund held hereunder and all Earnings
attributable thereto into a court of competent jurisdiction in accordance with
Section 3.2(a). This Agreement shall not be otherwise terminated. The
provisions of Sections 4.3 and 7.5(b) shall survive termination of this
Agreement and/or the resignation or removal of the Escrow Agent.

SECTION 7
OTHER PROVISIONS

7.1 Notices.

(a) Any notice, demand or request required or
permitted to be given under the provisions of this Agreement shall be in
writing and shall be deemed to have been duly delivered on (i) the date of
personal delivery, (ii) the date of the receipt of the appropriate printed
confirmation, if sent by facsimile transmission, (iii) upon receipt, if mailed
by registered or certified mail, postage prepaid and return receipt requested
or (iv) in the case of notices delivered to the Escrow Agent, when actually
received by Escrow Agent's Corporate Trust Department. Any such notices shall
be sent to the following addresses, or to such other address as any party may
request in a notice delivered in accordance with this Section 7.1 to the other
parties hereto:

(A) If to any Seller:

c/o Enstar Communications Corporation
12444 Powerscourt Drive
St. Louis, Missouri 63131
Telephone No.: (314) 965-0555
Facsimile No.: (314) 965-6492
Attention: Heather L. Wood,
Vice President, Finance &
Acquisitions

With copies sent by the same means of delivery to:

Curtis S. Shaw, Esq.,
Senior Vice President, General Counsel & Secretary

and to

7
<PAGE> 103
Baer Marks & Upham LLP
805 Third Avenue
New York, NY 10022
Telephone No.: (212) 702-5700
Facsimile No.: (212) 702-5941
Attention: Stanley E. Bloch, Esq.

(B) If to Buyer:

Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania 18201-3421
Telephone No.: (570) 455-4251
Facsimile No.: (570) 459-0963
Attention: Terrence J. Herron, Vice President

With copies sent by the same means of delivery to:

Dow Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036-6802
Telephone No.: (202-776-2000
Facsimile No.: (202) 776-2222

The Bank of New York/Insurance Trust & Escrow Dept.
101 Barclay Street, 21 West
New York, New NY 10286
Telephone No.: (212) 815-8074
Facsimile No.: (212) 815-7181
Attention: Marie Ladolcetta
Reference: A/C No._____________
A/C Name: Multimedia/Enstar
Indemnity Escrow

(b) The Escrow Agent is authorized to comply with
and rely upon any notice, instruction or other communication believed in good
faith by it to have been sent or given by Buyer or any Seller or by a person or
persons believed in good faith by the Escrow Agent to be authorized to so act
by Buyer or any Seller. Whenever under the terms hereof the time for giving a
notice or performing an act falls on a Saturday, Sunday or banking holiday,
such time shall be extended to the next day on which Escrow Agent is open for
business.

8
<PAGE> 104
7.2 Benefit and Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the others; except that (a)
if Buyer assigns its rights, interests and/or obligations under the Purchase
Agreement in accordance with Section 14 of the Purchase Agreement, Buyer shall
be entitled to assign its rights, interests or obligations hereunder to such
assignee; and (b) if a successor escrow agent is appointed pursuant to Section
4.4(a) hereof, upon written instructions by Sellers and Buyer, the Escrow Agent
shall assign its rights, interests and obligations hereunder to such successor.

7.3 Entire Agreement; Amendment. This Agreement contains all
the terms agreed upon by the parties with respect to the subject matter hereof.
This Agreement may be amended only by a written instrument signed by the party
against which enforcement of any waiver, change, modification, extension or
discharge is sought.

7.4 Headings. The headings of the sections and subsections of
this Agreement are for ease of reference only and do not evidence the
intentions of the parties.

7.5 Tax Reporting.

(a) For tax reporting purposes, all Earnings
attributable to the portion of the Indemnity Fund allocable to any Seller shall
be deemed to be for the account of such Seller, unless determined otherwise in
accordance with the terms of this Agreement.

(b) The Escrow Agent has no interest in the
Indemnity Fund but is serving as escrow holder only and has only possession of
the Indemnity Fund. Buyer and Sellers shall pay or reimburse the Escrow Agent
upon the Escrow Agent's request for any transfer taxes or other taxes relating
to the Indemnity Fund incurred in connection herewith, and shall indemnify and
hold harmless the Escrow Agent for any amounts the Escrow Agent is obligated to
pay in respect of such taxes. Any payments of income from the Indemnity Fund
shall be subject to withholding regulations then in force with respect to
United States taxes. Buyer and Sellers will provide the Escrow Agent with
appropriate W-9 forms for tax I.D. number certifications. It is understood
that the Escrow Agent shall be responsible for income reporting only with
respect to Earnings on any portion of the Indemnity Fund and shall not be
responsible for any other reporting.

7.6 Fees, Expenses and Indemnification. All amounts payable
to the Escrow Agent by Buyer and Sellers pursuant to this Agreement, including
all fees, expenses and indemnification payable pursuant to Sections 4.2(a) and
4.3 (other than indemnification for

9
<PAGE> 105
income taxes alleged to be payable by Buyer or any Seller), shall be shared
equally by Buyer, on the one hand, and Sellers, on the other hand.

7.7 Governing Law. This Agreement shall be interpreted,
construed, enforced and administered in accordance with the internal
substantive laws (and not the choice of law rules) of the State of New York.
Buyer and each Seller hereby submits to the personal jurisdiction of, and each
agrees that all proceedings relating to this Agreement shall be brought in
courts located within, the City and State of New York. Buyer and each Seller
hereby waives the right to trial by jury in any such proceeding. To the extent
that in any jurisdiction Buyer and any Seller may be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment (whether before
or after judgment) or other legal process, each hereby irrevocably agrees to
not claim, and each hereby waives, such immunity. Buyer and each Seller hereby
waives personal service of process and consents to service of process by
certified or registered mail, return receipt requested, directed to it at the
address last specified by it for notices hereunder, and such service shall be
deemed completed ten (10) calendar days after the same is so mailed.

7.8 Counterparts. This Agreement may be executed in any
number of counterparts with the same effect as if the signatures on all
counterparts were on the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

10
<PAGE> 106
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.

BUYER:
-----

MULTIMEDIA ACQUISITION CORP.

By:
-----------------------------
Name:
Title:
Tax Identification No.:
-----------

SELLERS:
-------

ENSTAR INCOME PROGRAM 1984-1, L.P.

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.
------------

ENSTAR INCOME PROGRAM IV-3, L.P.

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.
------------

11
<PAGE> 107
ENSTAR INCOME GROWTH PROGRAM
SIX-A, L.P.

By Enstar Communications Corporation,
its General Partner

By:
--------------------------
Name:
Title:
Tax Identification No.
------------

ENSTAR VII

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.
------------

ENSTAR VIII

By Enstar Communications Corporation,
its General Partner

By:
---------------------
Name:
Title:
Tax Identification No.
------------

12
<PAGE> 108
ENSTAR X, LTD.

By Enstar Communications Corporation,
its General Partner

By:
-------------------------------
Name:
Title:
Tax Identification No.
-------------------

ESCROW AGENT:
------------

THE BANK OF NEW YORK

By:
--------------------------------
Name:
Title:

13
<PAGE> 109

Exhibit 1

Allocation of Indemnity Fund Among Sellers

<PAGE> 110

Exhibit 2

Escrow Agent's Fee Schedule

<PAGE> 111
Exhibit B

ASSET PURCHASE AGREEMENT

BY AND AMONG

ENSTAR INCOME PROGRAM II-1, L.P.,
ENSTAR INCOME PROGRAM II-2, L.P.,
ENSTAR INCOME PROGRAM IV-3, L.P.,
ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.,
ENSTAR IX, LTD., ENSTAR XI, LTD.,
ENSTAR IV/PBD SYSTEMS VENTURE,
ENSTAR CABLE OF CUMBERLAND VALLEY AND
ENSTAR CABLE OF MACOUPIN COUNTY,
AS SELLERS,

AND

MULTIMEDIA ACQUISITION CORP.,
AS BUYER

Dated as of August 8, 2000

B-1
<PAGE> 112

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Schedules

1.1A Purchase Price Allocation; Subscriber Adjustment Amounts;
Minimum Subscriber Numbers; Indemnification Allocation
1.1B Permitted Encumbrances
2.1(b)(i) Programming and Retransmission Consent Agreements Being Assigned
2.1(b)(viii) Excluded Assets
4.3 Required Consents
4.4 Financial Statements
4.6(a) Owned Real Property
4.6(b) Leased Real Property
4.7(b) Personal Property Leases
4.8 Governmental Authorizations
4.8A Agreements and Governmental Authorizations Not Delivered
4.9 Agreements
4.10 Pole Attachment Agreements; Related Agreements
4.11 Retransmission Consent and Must-Carry; Rate Regulation
4.12 Litigation
4.14(a) Systems Plans
4.17 Bonds; Guaranties; Letters of Credit
4.18 Information on the Systems and Subscribers

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<PAGE> 113

TABLE OF CONTENTS

PAGE
1. DEFINITIONS................................................................1

1.1 Terms Defined in this Section.........................................1

1.2 Other Definitions.....................................................9

2. SALE OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES.........................10

2.1 Sales of Assets......................................................10

2.2 Assumed Liabilities..................................................12

3. CLOSING...................................................................12

3.1 Purchase Price.......................................................12

3.2 Manner and Time of Closing and Payment...............................12

3.3 Adjustment of Purchase Price.........................................13

3.4 Instrument of Assignment and Assumption..............................16

3.5 Deposit Escrow Agreement.............................................16

3.6 Post-Closing Adjustment of Enstar II-2 and Enstar IV Purchase Price..16

3.7 Purchase Price Allocation............................................16

4. REPRESENTATIONS AND WARRANTIES OF SELLERS.................................16

4.1 Organization, Qualification and Power................................16

4.2 Capacity; Due Authorization; Enforceability..........................17

4.3 Absence of Conflicting Agreements....................................17

4.4 Financial Statements; Absence of Undisclosed Liabilities; Accounts
Receivable...........................................................18

4.5 Absence of Certain Changes...........................................18

4.6 Real Property; Leases; Condemnation..................................18

4.7 Personal Property....................................................18

4.8 Governmental Authorizations..........................................19

4.9 Agreements...........................................................19

4.10 Pole Attachment Agreements; Related Agreements.......................20

4.11 Retransmission Consent and Must-Carry; Rate Regulation; Copyright
Compliance...........................................................20

4.12 Litigation...........................................................21

4.13 Compliance with Laws.................................................21

4.14 Employee Benefit Plans...............................................21

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TABLE OF CONTENTS
(CONTINUED)

PAGE

4.15 Labor Relations; Employees...........................................21

4.16 Environmental Matters................................................22

4.17 Bonds; Letters of Credit.............................................22

4.18 Information on the Systems and Subscribers...........................22

4.19 Broker; Brokers' Fees................................................23

5. REPRESENTATIONS AND WARRANTIES OF BUYER...................................23

5.1 Organization, Qualification and Power................................23

5.2 Capacity; Due Authorization; Enforceability..........................23

5.3 Absence of Conflicting Agreements....................................23

5.4 Litigation...........................................................24

5.5 Financial Capability.................................................24

5.6 Brokers..............................................................24

6. COVENANTS OF SELLERS AND BUYER............................................24

6.1 Continuity and Maintenance of Operations.............................24

6.2 Access to Sellers; Confidentiality...................................25

6.3 Notification.........................................................26

6.4 No Public Announcement...............................................26

6.5 Regulatory Filings...................................................26

6.6 Employees; Employee Benefits.........................................26

6.7 Required Consents....................................................28

6.8 Use of Transferor's Name.............................................29

6.9 Delivery of Subscriber Information...................................29

6.10 Tax Matters..........................................................30

6.11 Further Assurances; Satisfaction of Covenants........................30

6.12 Environmental Reports; Title Commitments.............................30

6.13 Limited Partner Consents.............................................32

6.14 Acquisition Proposals................................................33

6.15 Noncompetition Agreement.............................................33

6.16 Microwave Services; Headend Services.................................33

6.17 Performance of Settlement Agreement..................................34

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<PAGE> 115

TABLE OF CONTENTS
(CONTINUED)

PAGE

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS...............................34

7.1 Representations and Warranties of Sellers............................34

7.2 Covenants............................................................35

7.3 Transferable Franchise Areas; Material Consents; Franchise Renewals;
Franchise Extensions.................................................35

7.4 Hart-Scott-Rodino Act................................................35

7.5 Judgment.............................................................35

7.6 Delivery of Certificates and Documents...............................35

7.7 Opinion of Sellers' Counsel..........................................36

7.8 Opinion of Sellers' FCC Counsel......................................36

7.9 General and Limited Partner Consents.................................36

7.10 Aggregate Subscriber Total...........................................36

8. CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS..............................37

8.1 Representations and Warranties of Buyer..............................37

8.2 Covenants............................................................37

8.3 Transferable Franchise Areas; Material Consents......................37

8.4 Hart-Scott-Rodino Act................................................37

8.5 Judgment.............................................................37

8.6 General and Limited Partner Consents.................................37

8.7 Aggregate Subscriber Total...........................................38

8.8 Delivery of Certificates and Documents...............................38

8.9 Opinion of Buyer's Counsel...........................................38

8.10 Payment for Assets...................................................38

9. RETAINED FRANCHISES AND ASSETS............................................38

9.1 Non-Transferable Franchise Areas.....................................38

9.2 Retained Franchise Consents..........................................39

9.3 Subsequent Closings..................................................39

9.4 Final Closing........................................................39

9.5 Franchise Purchase Price; Discounted Franchise Purchase Price........39

9.6 Management Agreement.................................................40

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TABLE OF CONTENTS
(CONTINUED)

PAGE

10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION...............40

10.1 Survival of Representations and Warranties...........................40

10.2 Indemnification......................................................40

10.3 Assertion of Claims..................................................40

10.4 Notice of and Right to Defend Third Party Claims.....................41

10.5 Limitations of Liability.............................................41

10.6 Indemnity Escrow Agreement...........................................42

11. TERMINATION...............................................................42

11.1 Termination..........................................................42

11.2 Breakup Fee; Acquisition Proposals...................................43

11.3 Reimbursement of Expenses............................................44

11.4 Surviving Obligations................................................44

11.5 Attorney's Fees......................................................45

12. EXPENSES..................................................................45

13. ENTIRE AGREEMENT..........................................................45

14. PARTIES OBLIGATED AND BENEFITED...........................................45

15. NOTICES...................................................................45

16. AMENDMENTS AND WAIVERS....................................................47

17. SEVERABILITY..............................................................47

18. SECTION HEADINGS AND TERMS................................................47

19. COUNTERPARTS..............................................................47

20. GOVERNING LAW; CONSENT IN JURISDICTION....................................47

21. SPECIFIC PERFORMANCE......................................................48

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An extra section break has been inserted above this paragraph. Do not delete
this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made as of the 8th day of August, 2000, is by
and among Multimedia Acquisition Corp., a Pennsylvania corporation ("Buyer"),
and Enstar Income Program II-1, L.P., a Georgia limited partnership, Enstar
Income Program II-2, L.P., a Georgia limited partnership, Enstar Income Program
IV-3, L.P., a Georgia limited partnership, Enstar Income/Growth Program Six-A,
L.P., a Georgia limited partnership, Enstar IX, Ltd., a Georgia limited
partnership, Enstar XI, Ltd., a Georgia limited partnership, Enstar IV/PBD
Systems Venture, a Georgia general partnership, Enstar Cable of Cumberland
Valley, a Georgia general partnership, and Enstar Cable of Macoupin County, a
Georgia general partnership (collectively, "Sellers," and each individually, a
"Seller").

W I T N E S S E T H:

WHEREAS, Sellers own and operate cable television Systems (as
hereinafter defined) serving areas in and around Taylorville, Hillsboro, Flora,
Macoupin, Shelbyville and Mt. Carmel, Illinois; Dexter, Malden and Pomme de
Terre, Missouri; the Monticello area of Kentucky and Tennessee; Ashdown,
Arkansas; and Mobile, Alabama, as more particularly described in Schedule 4.18
hereto;

WHEREAS, Buyer has agreed to assume certain specified
liabilities of Sellers, upon the terms and conditions set forth herein; and

1. Definitions.

1.1 Terms Defined in this Section. In addition to the terms
defined elsewhere in this Agreement, the following terms shall have the
following meanings when used herein with initial capital letters:

"Accounts Receivable" means the sum of 99% of the book value
of all subscriber accounts receivable that are outstanding as of the Closing
Date and no part of which other than $5.00 is more than sixty (60) days past due
(with an account being past due one day after the first day of the period to
which the applicable billing relates); plus 95% of the book value of all
advertising and other accounts receivable that are outstanding as of the Closing
Date and no part of which other than $5.00 is more than ninety (90) days from
the invoice date.

<PAGE> 119

"Basic Cable Service" means the tier of cable television
service that includes the retransmission of local broadcast signals as defined
by the Cable Act.

"Business Day" means any day other than Saturday, Sunday or a
day on which banking institutions in New York, New York are required or
authorized to be closed.

"Charter" means Charter Communications, Inc., a Delaware
Corporation.

"Closing Date Subscriber Count" means the number of
Subscribers served by a Seller, System or Illinois System Group, as the case may
be, as of the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder as in effect from time to
time.

"Communications Act" means the Communications Act of 1934, as
amended by the Cable Communications Policy Act of 1984, the Cable Television
Consumer Protection and Competition Act of 1992 and the provisions of the
Telecommunications Act of 1996 amending Title VI of the Communications Act of
1934, and as may be further amended, and the rules and regulations, policies and
published decisions of the FCC thereunder, as in effect from time to time.

"Compensation Arrangement" means any plan or compensation
arrangement, other than an Employee Plan or a Multiemployer Plan, whether
written or unwritten, which provides to employees or former employees of Seller
or any ERISA Affiliate any compensation or other benefits, whether deferred or
not, in excess of base salary or wages and excluding overtime pay, and
including, but not limited to, any bonus (including any bonus given to motivate
employees to work for Seller through the Closing), incentive plan, stock rights
plan, deferred compensation arrangement, stock purchase plan, severance pay plan
and any other perquisites and employees fringe benefit plans.

"Deposit Amount" means the amount of $4,250,000 (which amount
shall be allocated among Sellers on a pro rata basis based on the allocation of
the aggregate Purchase Price among Sellers), being deposited by Buyer with the
Escrow Agent pursuant to the Deposit Escrow Agreement to secure Buyer's
performance of its covenants and obligations to the respective Sellers
hereunder.

<PAGE> 120

"Deposit Escrow Agreement" means the Deposit Escrow Agreement
among Buyer, Sellers and the Escrow Agent substantially in the form of Exhibit
A.

"Dexter Franchise" means the Franchise(s) covering the
System(s) serving the community of Dexter, Missouri.

"Employee" means any person employed by a Seller.

"Employee Plan" means any pension, retirement, profit-sharing,
deferred compensation, vacation, severance, bonus, incentive, medical, vision,
dental, disability, life insurance or any other employee benefit plan as defined
in Section 3(3) of ERISA (other than a Multiemployer Plan) to which any Seller
or any of its ERISA Affiliates contributes or has any obligation to contribute
or to which any Seller or any of its ERISA Affiliates sponsors, maintains or
otherwise has liability.

"Encumbrance" means any mortgage, lien, security interest,
security agreement, conditional sale or other title retention agreement, pledge,
option, charge, assessment, restriction, encumbrance, adverse interest, adverse
claim, voting agreement, restriction on transfer or any exception to or defect
in title.

"Enstar" means Enstar Communications Corporation, a Georgia
corporation.

"Enstar II-2" means Enstar Income Program II-2, L.P.

"Enstar IV" means Enstar IV/PBD Systems Venture.

"Enstar IX" means Enstar IX, Ltd.

"Enstar Cumberland" means Enstar Cable of Cumberland Valley.

"Environmental Claim" means any claim or charge of a violation
of or noncompliance with any Environmental Law.

"Environmental Laws" means any and all federal, state or local
laws, statutes, rules, regulations, ordinances, orders, decrees and other
binding obligations: (i) related to releases or threatened releases of any
Hazardous Substance to soil, surface water, groundwater, air or any other
environmental media; (ii) governing the use, treatment, storage, disposal,
transport or handling of Hazardous Substances; or (iii) related to the
protection of the environment and human health. Such Environmental Laws shall
include, but are not limited to, RCRA, CERCLA, EPCRA, the Clean Air Act, the
Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act,
the Endangered Species Act and any other federal, state or local laws, statutes,
ordinances, rules, orders, permit conditions, licenses or any terms or
provisions thereof related to clauses (i), (ii) or (iii) above.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations thereunder, as in effect from
time to time.

<PAGE> 121

"ERISA Affiliate" means, with respect to any Seller, (i) any
corporation which at, or at any time before, the Closing Date is or was a member
of the same controlled group of corporations (within the meaning of Section
414(b) of the Code) as Seller; (ii) any partnership, trade or business (whether
or not incorporated) which, at or any time before, the Closing Date is or was
under common control (within the meaning of Section 414(c) of the Code) with
such Seller; (iii) any entity, which at, or at any time before, the Closing Date
is or was a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as either such Seller, any corporation described in
clause (i) or any partnership, trade or business described in clause (ii); and
(iv) any entity which at any time before the Closing Date is or was required to
be aggregated with such Seller under Section 414(o) of the Code.

"Escrow Agent" means The Bank of New York, or any other bank
reasonably acceptable to Sellers and Buyer.

"Expanded Basic Service" means the tier of cable television
service offered separately from Basic Cable Service and for a charge in addition
to that charged for Basic Cable Service, and that can only be purchased by
subscribers that also receive Basic Cable Service, but not including any a la
carte programming tier or other programming offered on a per channel or per
program basis.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"Franchise" means all franchise agreements and similar
governing agreements, instruments and resolutions and franchise-related statutes
and ordinances that are necessary or required in order to operate any of the
Systems and to provide cable television services in any of the Systems.

"Franchise Area" means, with respect to any Franchise, the
geographic area in which a Seller is authorized to operate any of the Systems
pursuant to such Franchise.

"GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.

"General Partner" means each general partner of each of the
General Partnerships.

<PAGE> 122

"General Partner Consents" means the written consents of the
General Partners that are necessary for the consummation of the transactions
contemplated by this Agreement by each of the General Partnerships in accordance
with the terms hereof, which shall be in form and substance satisfactory to such
General Partnership.

"General Partnership" means each of the Sellers that is
identified in the preamble hereto as a general partnership.

"Group Subscriber Deficiency" means the amount by which the
Closing Date Subscriber Count for an Illinois System Group is less than the
Minimum Subscriber Number applicable to such Illinois System Group.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations thereunder, as in effect
from time to time.

"Illinois System" means each of the Systems serving the
communities of Flora, Mt. Carmel, Hillsboro, Macoupin, Shelbyville and
Taylorville, Illinois.

"Illinois System Group" means either the Southern Illinois
Seller Group or the Northern Illinois Seller Group, as set forth in Schedule
1.1A.

"Indemnity Escrow Agreement" means the Indemnity Escrow
Agreement or Agreements among Buyer, Sellers and the Escrow Agent, substantially
in the form of Exhibit B.

"Indemnity Fund" means the aggregate amount of $4,250,000,
being deposited by Buyer with the Escrow Agent pursuant to the Indemnity Escrow
Agreement(s) in accordance with Section 10.6 and the terms of the Indemnity
Escrow Agreement(s), to provide funds for the payment of any indemnification to
which any Buyer Indemnitee shall be entitled under Section 10 hereof.

"Knowledge of Seller" or "Seller's Knowledge" means the actual
knowledge of the chief financial officer of Enstar or, with respect to any
System, the general manager with respect to such System.

"Leases" means the Personal Property Leases and the Real
Property Leases.

<PAGE> 123

"Legal Requirement" means any statute, ordinance, code, law,
rule, regulation, permit or permit condition, administrative or judicial decree,
order or other requirement, standard or procedure enacted, adopted or applied by
any Governmental Authority, including judicial decisions applying common law or
interpreting any other Legal Requirement.

"License" means any license, permit or other authorization
(other than a Franchise) issued by a Governmental Authority, including, but not
limited to, the FCC, used or useful in the operation of any of the Systems
(including but not limited to TV translator station licenses, microwave licenses
(including but not limited to Cable Television Relay Services "CARS") and TVRO
earth station registrations).

"Limited Partner" means each of the limited partners of each
Limited Partnership and each of the limited partners in each General Partner.

"Limited Partner Consents" means the written consents of the
Limited Partners of each Seller that is a Limited Partnership, or in the case of
a Seller that is a General Partnership, the General Partner thereof, that are
necessary for the consummation of the transactions contemplated by this
Agreement by such Seller in accordance with the terms hereof, which shall be in
form and substance satisfactory to such Seller.

"Limited Partnership" means each of the Sellers that is
identified in the preamble hereto as a limited partnership.

"Malden Franchise" means the Franchise(s) covering the
System(s) serving the community of Malden, Missouri.

"Material Adverse Effect" means a material adverse effect on
any of the business, financial condition, results of operations, assets or
liabilities of any Seller or the Systems, taken as a whole.

"Material Consents" means the Required Consents designated as
Material Consents in Schedule 4.3.

"Minimum Subscriber Number" means, with respect to a System,
the Minimum Subscriber Number with respect to such System set forth in Schedule
1.1A, and with respect to any of the Illinois Systems, the Minimum Subscriber
Number for the applicable Illinois System Group set forth in Schedule 1.1A.

"Multiemployer Plan" means a plan, as defined in Section 3(37)
or 4001(a)(3) of ERISA, to which any Seller or any trade or business that would
be considered a single employer

<PAGE> 124

with such Seller under Section 4001(b)(1) of ERISA contributed, contributes or
is required to contribute.

"Outside Closing Date" means April 30, 2001.

"Permitted Encumbrances" means the following: (i) statutory
landlord's liens and liens for current taxes, assessments and governmental
charges not yet due and payable (or being contested in good faith); (ii) zoning
laws and ordinances and similar Legal Requirements; (iii) rights reserved to any
Governmental Authority to regulate the affected property; (iv) as to interests
in Real Property, any easements, rights-of-way, servitudes, permits,
restrictions and minor imperfections or irregularities in title that are
reflected in the public records and that do not individually or in the aggregate
materially interfere with the right or ability to own, use, lease or operate the
Real Property as presently utilized; and (v) Encumbrances set forth in Schedule
1.1B, provided that such Encumbrances set forth in Schedule 1.1B do not
individually or the in the aggregate materially interfere with Buyer's right to
own, use, lease or operate the Assets subject to such Encumbrances.

"Person" means any natural person, corporation, partnership,
trust, unincorporated organization, association, limited liability company,
Governmental Authority or other entity.

"Poplar Bluff System" means the cable television system
operated as of the date hereof by Enstar IV that serves the community of Poplar
Bluff, Missouri.

"Real Property" means all of the fee and leasehold estates
and, to the extent of the interest, title, and rights of Sellers in the
following: buildings and other improvements thereon, easements, licenses, rights
to access, rights-of-way and other real property interests that are owned or
held by Sellers and used or held for use in the business or operations of the
Systems, plus such additions thereto and less such deletions therefrom arising
between the date hereof and the Closing Date in accordance with this Agreement.

"Related Agreements" means all written agreements,
instruments, affidavits, certificates and other documents, other than this
Agreement, that are executed and delivered by Buyer or Sellers pursuant to this
Agreement or in connection with Buyer's purchase of the Assets or any other
transactions contemplated by this Agreement, regardless of whether such
agreements, instruments, affidavits, certificates and other documents are
expressly referred to in this Agreement.

7
<PAGE> 125

contaminants through or in the air, soil, surface water or groundwater above, in
or below any parcel of Real Property.

"Remedial Action" means any and all actions required to (i)
clean up, remove, treat or in any other way address contaminants in the indoor
or outdoor environment, (ii) prevent the Release or threat of Release or
minimize the further Release of contaminants so they do not migrate or endanger
public health or welfare of the indoor or outdoor environment or (iii) perform
pre-remedial studies and investigations and post-remedial monitoring and care.

"SEC" means the United States Securities and Exchange
Commission.

"Settlement Agreement" means the Global Class Action
Settlement Agreement (and any other settlement agreement, as the case may be)
pursuant to the class action lawsuit titled Unfried, et al. v. Charter
Communications Holding Company, LLC, et al., Civil Action No. 99-L-48, Third
Judicial Circuit, Madison County, Illinois, and related litigation,
substantially in the form of the draft Global Class Action Settlement Agreement
with respect to such lawsuit dated July 28, 2000.

"Subscriber" means an active customer of one of the Systems
who subscribes for Basic Cable Service in a single household (excluding "second
connections", as such term is commonly understood in the cable television
industry, and any account duplication), commercial establishment or in a
multi-unit dwelling (including motels and hotels), and has paid the applicable
full non-discounted rate for at least one month's Basic Cable Service (including
deposit and installation charges consistent with the applicable Seller's
applicable past practice); provided, however, that the number of customers in a
multi-unit dwelling or commercial establishment that obtains service on a
"bulk-rate" basis shall be determined on a System-by-System basis by dividing
the gross bulk-rate revenue for Basic Cable Service and Expanded Basic Service
(but not revenues from tier or premium services, installation or converter
rental) attributable to such multi-unit dwelling or commercial establishment in
each System by the subscription rate for individual households within such
System for the higher level of Basic Cable Service and Expanded Basic Service
offered by such System. For purposes of this definition, an "active customer"
shall mean any customer: (i) who has not given or been given notice of
termination and who, consistent with the applicable Seller's policies, should
not have been given notice of termination; provided, that the number of
subscribers referred to in this clause (i) shall be net of the number of
prospective subscribers whose connection to a System is pending; (ii) who has
become a subscriber only pursuant to customary marketing promotions conducted in
the ordinary course of business consistent with Past Practices, excluding any
customers who became subscribers as a result of any such promotions conducted
within the preceding thirty (30) days; and (iii) whose account does not have an
outstanding balance (other

<PAGE> 126

than an amount of $5.00 or less) more than 60 days past due (with an account
being past due one day after the first day of the period to which the applicable
billing relates).

"Subscriber Adjustment Amount" means, with respect to a
System, the Subscriber Adjustment Amount for such System, or, with respect to an
Illinois System, the Subscriber Adjustment Amount for the applicable Illinois
System Group, each as set forth in Schedule 1.1A.

"Subscriber Deficiency" means the number of Subscribers by
which the number of Subscribers served by a Seller, System or Illinois System
Group is less than the Minimum Subscriber Number applicable to such Seller,
System or Illinois System Group, as the case may be, as of the Closing Date.

"Systems" means the cable television systems listed in
Schedule 4.18.

"Taxes" or "Tax" means and includes, without limitation, all
net income, capital gains, gross income, gross receipt, property, franchise,
sales, use, excise, withholding and other taxes, assessments, levies, fees,
duties, tariffs and other charges of any kind imposed upon any Seller or any of
the Assets, as applicable, by federal, foreign, state or local law, together
with any interest and any penalties, or additions to tax and additional amounts,
validly imposed with respect to such taxes.

"WARN Act" means the Worker Adjustment Retraining and
Notification Act.

1.2 Other Definitions. The following terms are defined in the
Sections indicated:

Term Section
---- -------
<S> <C>
Adjusted Purchase Price 3.1
Agreements 4.9(a)(iv)
Acquisition Proposal 6.14
Assets 2.1(a)
Assumed Liabilities 2.2
Bill of Sale and Assignment
and Assumption Agreements 3.4
Breakup Fee 11.2(a)
Broker 4.19
Buyer Preamble
</TABLE>

<PAGE> 127

Term Section
---- -------
<S> <C>
Buyer Acquisition Proposal 11.2(a)
Closing 3.2
Closing Date 3.2
Confidential Information 6.2(b)
Copyright Act 4.11(b)
Discounted Franchise Purchase Price 9.5
Environmental Defects 6.12(c)
Environmental Reports 6.12(a)(i)
Excluded Assets 2.1(b)
Final Closing 9.4
Financial Statements 4.4
Franchise Purchase Price 9.5
Headend Services Agreement 6.l6(a)
Indemnitee 10.4
Indemnitor 10.4
Indemnity Period 10.1
Interest 6.14
Microwave Services Agreement 6.16(b)
Personal Property Leases 4.7(b)
Pole Attachment Agreements 4.10
Post-Closing Certificate 3.3(b)
Pre-Closing Certificate 3.3(a)
Purchase Price 3.1
Real Estate Inspection Period 6.12(a)(i)
Real Property Leases 4.6(b)
Retained Assets 9.1
Retained Franchise 9.1
Retained Franchise Consent 9.2
Seller Preamble
Sellers' Health Plans 6.6(b)
Subsequent Closing 9.3
Surveys 6.12(a)(i)
Systems Plans 4.14(a)
Title Commitments 6.12(a)(i)
Title Company 6.12(a)(i)
Title Defect 6.12(b)
Transferred Employee 6.6(a)
</TABLE>

2. Sale of Assets; Assumption of Certain Liabilities.

2.1 Sales of Assets.

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to purchase and acquire from each Seller, all right, title and interest of such
Seller in the Assets (as defined herein), free and clear of all Encumbrances
other than Permitted Encumbrances. The "Assets" shall mean all of the assets
(tangible and intangible, real and personal), owned, leased or otherwise held by
such Seller and used or usable in connection with the operation of the Systems;
provided, that the Assets shall not include any of the "Excluded Assets," as
defined in Section 2.1(b). Except as expressly set forth in this Agreement, the
Assets will be conveyed to Buyer on an "AS IS, WHERE IS" basis without
representations or warranties of any kind or manner whatsoever. The Assets shall
include, without limitation, the following:

(i) all of Sellers' rights under the Agreements, Franchises,
Licenses and other Governmental Authorizations and any other instruments
relating to operation of the Systems, and all intangibles relating to operation
of the Systems, including, but not limited to, all claims and goodwill, if any,
with respect to the operation of the Systems;

(ii) all tangible personalty, electronic devices, trunk and
distribution cable, amplifiers, power supplies, conduit, vaults and pedestals,
grounding and pole hardware, subscriber devices (including, without limitation,
converters, traps, decoders, switches, and fittings), "headend" (origination,
signal processing and transmission) equipment, facilities, vehicles,
inventories, supplies and other personal property used or usable in the
operation of the Systems;

(iii) all realty, towers, fixtures, leasehold and other
interests in Real Property;

(iv) all accounts receivable of Sellers relating to their
operation of the Systems; and

(v) all business, operational, maintenance, tax and
financial (relating primarily to the Systems or the Assets) and engineering
records, files, data, drawings, blueprints, schematics and maps, if any, of the
Systems and reports and records concerning suppliers, customers, subscribers and
others customary to the management and operation of the Systems.

(b) Notwithstanding the foregoing, the Assets shall not include,
and Buyer shall not acquire any interest in or to, any of the following (the
"Excluded Assets"):

(i) programming and retransmission consent agreements of
Sellers other than those listed on Schedule 2.1(b)(i);

(ii) insurance policies of Sellers and rights and claims
thereunder;

(iii) bonds, letters of credit, surety instruments and other
similar items and any stocks, bonds, certificates of deposit and similar
investments of Sellers;

(iv) cash and cash equivalents and notes receivable of
Sellers;

(v) Sellers' trademarks, trade names, service marks, service
names, logos and similar proprietary rights, subject to Section 6.8;

<PAGE> 129

(vi) Sellers' minute books and other books and records
related to internal matters and financial relationships with Sellers' lenders
and affiliates;

(vii) all Employee Plans, Multiemployer Plans and
Compensation Arrangements;

(viii) the assets and properties set forth in Schedule
2.1(b)(viii); and

(ix) installment sale agreements and other agreements under
which Buyer would be obligated to pay the deferred purchase price of property,
except any such agreements that are listed in Schedule 4.9 hereto and except any
such agreements permitted to be entered into by Sellers pursuant to Section
6.1(b)(viii).

2.2 Assumed Liabilities. Subject to the terms, provisions and
conditions contained in this Agreement, and on the basis of the representations
and warranties herein set forth on the Closing Date, Buyer agrees to pay,
discharge and perform the following to the extent related to the Assets received
by Buyer (the "Assumed Liabilities"):

(i) liabilities and obligations under any Agreements,
Governmental Authorizations, Licenses and other instruments included within the
Assets and accruing and relating to the period from and after the Closing Date;

(ii) liabilities and obligations of Sellers to the extent
there is a reduction in the Purchase Price pursuant to Section 3.3(a)(ii) with
respect thereto; and

(iii) liabilities and obligations arising out of Buyer's
ownership or operation of the Systems from and after the Closing Date, except to
the extent that any such liability or obligation relates to any of the Excluded
Assets.

All other obligations and liabilities of Sellers, including (a) obligations with
respect to the Excluded Assets, (b) any obligations under the Agreements assumed
by Buyer relating to the time period prior to or on the Closing Date and (c) any
claims or pending litigation or proceedings relating to the operation of the
Systems prior to or on the Closing Date shall remain the obligations and
liabilities of Sellers.

3. Closing.

3.1 Purchase Price. The aggregate purchase price payable for the Assets
shall be Ninety-Four Million Nine Hundred Twenty-Nine Thousand Four Hundred
Dollars ($94,929,400), subject to Sections 9.1, 9.5 and 11.1(g), and as adjusted
at the Closing pursuant to Section 3.3(a) (the "Purchase Price"), and as further
adjusted post-Closing pursuant to Section 3.3(b) and, if applicable, Section 3.6
and, if applicable, Section 3.6 (as so adjusted, the "Adjusted Purchase Price").
The Purchase Price shall be allocated among the Sellers as set forth in Schedule
1.1A.

3.2 Manner and Time of Closing and Payment. The closing of the
transactions contemplated herein (the "Closing") shall take place at 9:00 a.m.
at the offices of Baer Marks &

<PAGE> 130

Upham LLP, 805 Third Avenue, New York, New York 10022, or at such other time and
location mutually determined by Sellers and Buyer, on the last Business Day of
the calendar month that is at least five (5) Business Days after the
satisfaction or waiver of all conditions set forth in Sections 7.3, 7.4, 7.9,
8.3, 8.4 and 8.6 hereof, but, subject to Section 11.1(b) hereof, no later than
the Outside Closing Date (such date on which the Closing actually occurs, the
"Closing Date"). At Closing, (a) Buyer shall deliver to Sellers, the Purchase
Price, less (i) the amount of the Deposit Amount and all interest and other
earnings accrued thereon and (ii) the amount of the Indemnity Fund, in
immediately available funds by wire, inter-bank or intra-bank transfer to
Sellers in accordance with Sellers' written instructions, to be delivered to
Buyer at least three (3) Business Days prior to Closing; (b) Buyer and Sellers
shall cause the Escrow Agent to deliver to Sellers the Deposit Amount and all
interest and other earnings accrued thereon, in accordance with the terms of the
Deposit Escrow Agreement, which amount shall be credited against the Purchase
Price payable to each Seller on a pro rata basis based on the allocation of the
aggregate Purchase Price among Sellers; and (c) Buyer shall deliver the
Indemnity Fund to the Escrow Agent, in accordance with the terms of the
Indemnity Escrow Agreement and the Escrow Agent's instructions.

3.3 Adjustment of Purchase Price.

(i) an increase in the Purchase Price by an amount
equal to the sum of:

(A) all prepaid items relating to the ownership
or operation of the Assets or the Systems and for which Buyer will receive a
benefit after the Closing, which prepaid items shall be prorated between the
applicable Seller and Buyer as of the Closing Date on the basis of the period
covered by the respective prepayment, and shall be deemed to include, without
limitation, all such prepaid items attributable to: real and personal property
taxes and assessments levied against the Assets; real and personal property
rentals; pole rentals; and power and utility charges;

(B) the amount of the Accounts Receivable with
respect to such Seller; and

(C) solely with respect to Enstar II-2, if as
of the Closing Date Buyer or an Affiliate of Buyer shall have acquired the
Poplar Bluff System, the amount of

<PAGE> 131

the product of (I) $300 and (II) the number of Subscribers covered by the Malden
Franchise as of the Closing Date; and

(D) solely with respect to Enstar IV, if as of
the Closing Date Buyer or an Affiliate of Buyer shall have acquired the Poplar
Bluff System, the amount of the product of (I) $500 and (II) the number of
Subscribers covered by the Dexter Franchise as of the Closing Date; and

(ii) a decrease in the Purchase Price by an amount
equal to the sum of:

(A) the amount of all subscriber prepayments,
credit balances and deposits held by Seller as of the Closing Date with respect
to such Seller's Systems;

(B) all accrued and unpaid expenses relating to
the ownership or operation of such Seller's Assets and Systems, including
accrued and unpaid franchise fees (which accrued and unpaid expenses shall be
prorated between such Seller and Buyer as of the Closing Date on the basis of
the period to which the respective expense relates, and shall be deemed to
include, without limitation, accrued and unpaid expenses of the kind itemized in
Section 3.3(a)(i)(A) above);

(C) in the event that the Closing Date
Subscriber Count (excluding Subscribers served by Illinois Systems) for any of
such Seller's Systems (other than Illinois Systems) is less than the Minimum
Subscriber Number for such System, the product of (I) the Subscriber Adjustment
Amount with respect to such System and (II) the Subscriber Deficiency with
respect to such System;

(D) in the event that the Closing Date
Subscriber Count for any Illinois System Group is less than the Minimum
Subscriber Number for such Illinois System Group, an allocated portion of the
product of (I) the Group Subscriber Deficiency and (II) the Subscriber
Adjustment Amount for such Illinois System Group; which portion shall be
determined by allocating said product among the Sellers within such Illinois
System Group whose Closing Date Subscriber Counts are less than the respective
Minimum Subscriber Numbers for such Sellers, on the basis of the proportion of
each such Seller's respective Subscriber Deficiency to the sum of the Subscriber
Deficiencies for all such Sellers;

(E) with respect to Transferred Employees,
accrued obligations for vacation and sick days, subject to Section 6.6(c);

(F) any amounts by which the Purchase Price is
decreased pursuant to Section 6.12(a), (b) or (c); and

(G) any amounts by which the Purchase Price is
decreased pursuant to Section 6.17.

<PAGE> 132

under this Section 3.3(a) above, calculated as of the Closing Date and prepared
consistent with GAAP. The Pre-Closing Certificate shall be accompanied by
reasonably detailed documentation supporting the calculations set forth therein.
Buyer shall have the right to challenge the content of the Pre-Closing
Certificate within four (4) Business Days of delivery if Buyer believes, in good
faith, that it is in error. Buyer and the applicable Seller shall use good faith
efforts to resolve any disputes with respect to the Pre-Closing Certificate(s)
prior to the Closing Date. If any such dispute is not resolved prior to the
Closing, the amount of the Purchase Price paid to the applicable Seller(s) at
Closing shall be based on the adjustments to the Purchase Price for such
Seller(s) set forth in the Pre-Closing Certificate.

(b) Within 120 days after the Closing Date, Buyer shall
deliver to Sellers a certificate signed by Buyer (the "Post-Closing
Certificate"), which shall set forth Buyer's final adjustments to the Purchase
Price payable to each Seller to be made as of the Closing Date pursuant to
Section 3.3(a) above and Section 6.17, together with such documentation as may
be necessary to support Buyer's determination thereof; and, thereafter, Buyer
shall provide each Seller with such other documentation relating to the
Post-Closing Certificate as such Seller may reasonably request. If a Seller
wishes to dispute the final adjustments to the Purchase Price to be made as of
the Closing Date pursuant to Section 3.3(a) above, as reflected in the
Post-Closing Certificate, such Seller shall, within thirty (30) days after its
receipt of the Post-Closing Certificate, serve Buyer with a written description
of the disputed items together with such documentation as Buyer may reasonably
request. If any Seller notifies Buyer of its acceptance of the amounts set forth
in the Post-Closing Certificate, or if a Seller fails to deliver its report of
any proposed adjustments within the thirty (30)-day period specified in the
preceding sentence, the amounts set forth in the Post-Closing Certificate for
such Seller shall be conclusive, final and binding on Buyer and such Seller as
of the last day of such thirty (30)-day period. If Buyer and any Seller cannot
resolve any dispute within thirty (30) days after Buyer's receipt of such
Seller's written objection, Buyer and such Seller, shall, within the ten (10)
days following expiration of such thirty (30)-day period, appoint KPMG or such
other independent public accounting firm of national reputation as is agreed
upon by the parties to resolve the dispute, provided such firm is not the
auditor for either Buyer or the applicable Seller. The cost of retaining such
firm shall be borne one-half by Buyer and one-half by such Seller. Such firm
shall report its determination in writing to Buyer and the applicable Seller,
and such determination shall be conclusive and binding on Buyer and the
applicable Seller and shall not be subject to further dispute or review.

(c) If, as a result of any resolution reached by Buyer and any
Seller, or any determination made by an accounting firm, in either case pursuant
to Section 3.3(b), Buyer is finally determined to owe any amount to any Seller,
or any Seller is finally determined to owe any amount to Buyer, the obligor
shall pay such amount to the other party hereto within three (3) Business Days
of such determination. Notwithstanding the foregoing, Buyer shall pay to the
applicable Seller or such Seller shall pay to Buyer, as the case may be, the
amount due such other party with respect to any item that is not in dispute
within three (3) Business Days of the date on which a dispute no longer exists
in immediately available funds to an account or accounts specified in writing by
the obligee. Sellers acknowledge and agree that any amount determined to be
payable to Buyer by any Seller pursuant to Section 3.3(b) shall be paid by such
Seller and shall not be limited by nor disbursed from the Indemnity Fund.

<PAGE> 133

3.4 Instrument of Assignment and Assumption. At the Closing, Buyer
and each Seller will execute and deliver a Bill of Sale and Assignment and
Assumption Agreement, in the form of Exhibit C (the "Bill of Sale and Assignment
and Assumption Agreements").

3.5 Deposit Escrow Agreement. Not more than fifteen (15) Business
Days following the execution hereof, Buyer and Sellers shall execute and deliver
the Deposit Escrow Agreement, and Buyer shall deposit the Deposit Amount with
the Escrow Agent in accordance with the terms thereof. In the event that Buyer
shall not have delivered the Deposit Amount to the Escrow Agent within said
fifteen (15)-day period, Sellers shall be entitled to terminate this Agreement
pursuant to Section 11.1(h) by giving Buyer five (5) Business Days' written
notice of Sellers' intention to terminate; provided, that during such five (5)
Business Day period Buyer shall be entitled to deliver the Deposit Amount to the
Escrow Agent and execute and deliver the Deposit Escrow Agreement, in which case
this Agreement shall not be terminated.

3.6 Post-Closing Adjustment of Enstar II-2 and Enstar IV Purchase
Price. Notwithstanding any adjustments to the Purchase Price made pursuant to
Section 3.3(b) hereof, the Purchase Price payable to each of Enstar II-2 and
Enstar IV shall be subject to further increase, in accordance with this Section
3.6, in the event that Buyer or an Affiliate of Buyer enters into an agreement
with Enstar IV to acquire the Poplar Bluff System within twelve (12) months
following the date hereof, and such acquisition is subsequently consummated.
Concurrent with the closing on such acquisition, Buyer shall pay (a) to Enstar
II-2, the amount of the product of (i) $300 and (ii) the number of Subscribers
covered by the Malden Franchise as of the Closing Date (as set forth in the
Pre-Closing Certificate or as otherwise determined pursuant to Section 3.3(a) or
(b)); and (b) to Enstar IV, the amount of the product of (x) $500 and (y) the
number of Subscribers covered by the Dexter Franchise as of the Closing Date (as
set forth in the Pre-Closing Certificate or as otherwise determined pursuant to
Section 3.3(a) or (b)); each of the foregoing payments to be made in immediately
available funds by wire, inter-bank or intrabank transfer in accordance with
Enstar II-2's or Enstar IV's respective written instructions.

3.7 Purchase Price Allocation. Buyer and each Seller will use good
faith efforts to agree on the allocation, for tax reporting purposes, of the
Purchase Price payable to such Seller among the Assets being conveyed by such
Seller. As soon as practicable following the date hereof, Buyer shall deliver to
each Seller a proposed allocation with respect to such Seller. Buyer and Sellers
shall file the form required to be filed under Section 1060 of the Code
consistent with such allocation.

4. Representations And Warranties Of Sellers.

4.1 Organization, Qualification and Power.

(a) Seller is a limited partnership or general partnership (as
indicated in the preamble hereto) duly organized, validly existing and in good
standing under the laws of the

<PAGE> 134

State of Georgia, with full power and authority to own, lease or license its
properties and assets and to carry on the business in which it is engaged in the
manner in which such business is now carried on.

(b) Enstar is a corporation, duly incorporated, validly
existing and in good standing under the laws of the State of Georgia, with full
power and authority to carry on the business in which it is engaged in the
manner in which such business is now carried on. Enstar is the sole general
partner of each Limited Partnership and of each of the General Partners.

4.2 Capacity; Due Authorization; Enforceability. Subject to
obtaining the Limited Partner Consents and the General Partner Consents, all
requisite limited partnership or general partnership action, as the case may be,
required to be taken by Seller for the execution, delivery and performance by
Seller of this Agreement and all Related Agreements to which it is a party have
been duly taken. Seller has the full legal capacity and legal right, power and
authority to enter into this Agreement and the Related Agreements and to
consummate the transactions contemplated hereby and thereby. Enstar has the full
legal capacity and legal right, power and authority to execute this Agreement
and any of the Related Agreements to which Seller is a party on behalf of Seller
or, if Seller is a General Partnership, on behalf of each General Partner
thereof. Subject to obtaining the Limited Partner Consents and the General
Partner Consents, this Agreement has been duly executed and delivered by Seller,
and this Agreement and each of the Related Agreements to which Seller is a
party, upon execution and delivery, will be a legal, valid and binding
obligation of Seller, enforceable in accordance with its respective terms,
except in each case to the extent that such enforcement may be subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of
general application affecting the rights and remedies of creditors or secured
parties, and that the availability of equitable remedies including specific
performance and injunctive relief may be subject to equitable defenses and the
discretion of the court before which any proceeding therefor may be brought.

4.3 Absence of Conflicting Agreements.

(a) The execution and delivery of this Agreement and the
Related Agreements to which Seller is a party and the consummation of the
transactions contemplated hereby and thereby (provided that all of the Required
Consents and the Limited Partner Consents and General Partner Consents are
obtained and the applicable waiting period(s) under the HSR Act shall have
expired or been terminated) will not (a) violate (i) Seller's certificate of
formation or limited partnership agreement, if Seller is a Limited Partnership,
or (ii) Seller's general partnership agreement, if Seller is a General
Partnership; (b) violate any Legal Requirement applicable to Seller, the Assets
or the Systems; (c) conflict with or result in any breach of or default under
any contract, note, mortgage or agreement to which Seller is a party or by which
Seller is bound.

(b) Except for the Required Consents listed in Schedule 4.3,
the Limited Partner Consents and the General Partner Consents and the expiration
or termination of the applicable waiting period(s) under the HSR Act, no
approval, consent, authorization or act of or any declaration, filing,
application, registration or other action with any Person or any foreign,
federal, state or local court or Governmental Authority is necessary for the
consummation of the

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transactions contemplated in this Agreement and the Related Agreements in
accordance with the terms hereof and thereof.

4.4 Financial Statements; Absence of Undisclosed Liabilities;
Accounts Receivable. Seller has delivered to Buyer true and correct copies of
the financial statements identified in Schedule 4.4 (collectively, the
"Financial Statements"). The Financial Statements are in accordance with the
books and records of Seller and have been prepared in accordance with GAAP. The
Financial Statements present fairly the financial condition and results of
operations of Seller at the respective dates thereof and throughout the
respective periods covered thereby subject, in the case of unaudited financial
statements, to normal year-end accruals and audit adjustments and to the absence
of footnotes thereto.

4.5 Absence of Certain Changes. Since December 31, 1999, Seller
has operated the Systems in the ordinary course of business and has not:

(b) made or promised any material increase in the salary or
other compensation payable or to become payable to any Employee of Seller other
than in the ordinary course of business or as contemplated under any employment
arrangement currently in effect; or

(c) experienced any occurrence or been involved in any
transaction which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

4.6 Real Property; Leases; Condemnation.

(a) Schedule 4.6(a) contains a list of the parcels of Real
Property owned by Seller and included within the Assets. Seller has good title
to each such parcel of Real Property and all buildings, structures and other
improvements thereon, in each case free and clear of all Encumbrances other than
Permitted Encumbrances.

(b) Schedule 4.6(b) contains a list of the leases under which
Seller is lessee of any Real Property owned by any third party ("Real Property
Leases"). Copies of all written Real Property Leases listed in Schedule 4.6(b)
have been delivered to Buyer. Such Real Property Leases are in full force and
effect.

4.7 Personal Property.

(a) Seller owns and has good title to all of the tangible
personal properties and intangible properties included within the Assets.

<PAGE> 136

Property Leases") other than any such Personal Property Lease involving,
individually, payments of $25,000 or less or that is terminable on sixty (60)
days' notice or less.

4.8 Governmental Authorizations.

(a) Identified in Schedule 4.8 are all of the Governmental
Authorizations held by Seller and issued in connection with the Systems or the
operation thereof or held by Seller or issued by any Governmental Authority with
respect to the Systems authorizing Seller to install, construct, own or operate
a cable television system within the jurisdiction of the issuing body or
authority thereof. Except as set forth in Schedule 4.8A, copies of all the
Governmental Authorizations listed in Schedule 4.8 have been delivered to Buyer.
Except as set forth in Schedule 4.8 or as may otherwise be disclosed pursuant to
Section 4.8(b), each such Governmental Authorization is in full force and
effect. To Seller's Knowledge, a written request for renewal has been timely
filed pursuant to Section 626(a) of the Cable Act with the proper Governmental
Authority with respect to any Franchise expiring within thirty (30) months after
the date of this representation.

(b) Not more than thirty (30) days following the date of this
Agreement, each Seller shall have delivered to Buyer a true and complete
description of any material noncompliance with the terms of, or material default
under, any Governmental Authorization by such Seller of which such Seller has
Knowledge as of the date of such delivery.

(c) On the Closing Date, Seller shall be in compliance in all
material respects with the terms of all Governmental Authorizations to which it
is a party or by which it is bound or affected, and there shall be no material
uncured defaults thereunder; provided, that the foregoing representation and
warranty shall not apply to any Governmental Authorization with respect to which
a Franchise Renewal or Franchise Extension shall have been obtained.

4.9 Agreements.

(a) Except as set forth in Schedule 4.9, as of the date as of
this Agreement, with respect to the Assets or operation of the Systems, Seller
is not a party to or bound by:

(i) any contract for the purchase, sale or lease of real
property or any option to purchase or sell real property;

(ii) any installment sale agreement or liability for the
deferred purchase price of property with respect to any of the Assets involving
payments exceeding $25,000 individually;

(iii) any multiple dwelling unit agreement (covering fifty
(50) or more units), written agreement with subscribers for cable television
service or written hotel and motel agreement, except for such agreements as have
been entered into in the ordinary course of business; or

(iv) any other contract, agreement, commitment,
understanding or instrument, including any retransmission consent agreement,
that is material to Seller, the

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Systems or the Assets, other than those instruments referred to in Sections
4.6(b), 4.7(b) and 4.10 and other than agreements and instruments involving
payments, individually, of $25,000 or less or that are terminable on sixty (60)
days' notice or less (collectively, with such other agreements described in
clauses (a)(i) through (iii), and the Pole Attachment Agreements and other
agreements and instruments referred to in Sections 4.6(b), 4.7(b) and 4.10, as
well as such Agreements as are not required to be listed in any Schedule hereto,
the "Agreements"). Except as set forth in Schedule 4.8A, Seller has delivered to
Buyer copies of all Agreements that are identified in Schedule 4.9. All of the
Agreements are in full force and effect.

(b) Seller is in compliance in all material respects with the
terms of all Agreements to which it is a party or by which it is bound or
affected, and there are no material uncured defaults thereunder.

4.10 Pole Attachment Agreements; Related Agreements. Schedule 4.10
contains a list, as of the date hereof, of all contracts, agreements and
understandings (other than the Governmental Authorizations listed in Schedule
4.8 and the Agreements described in Section 4.9) with respect to the Assets or
Systems to which Seller is a party or by which it is bound relating to: (i) the
use of any public utility facilities including, without limitation, all pole
line, joint pole or master contracts for pole attachment rights and the use of
conduits (herein called "Pole Attachment Agreements"), (ii) the use of any
microwave or satellite transmission facilities or (iii) the sale of cablecast
time to third parties for advertising or other purposes. Except as set forth in
Schedule 4.8A, Seller has delivered to Buyer copies of all Pole Attachment
Agreements and other agreements and instruments referred to in Schedule 4.10.

4.11 Retransmission Consent and Must-Carry; Rate Regulation;
Copyright Compliance.

(a) Set forth in Schedule 4.11 is a list of the stations
within the Systems that have elected "must-carry" or retransmission consent
status pursuant to the Cable Act. Seller has delivered to Buyer copies of all
retransmission consent agreements and copies of all must-carry election notices
that are in Seller's possession. To Seller's Knowledge, each station carried by
any of the Systems is carried pursuant to a retransmission consent agreement,
"must-carry" election or other programming agreement.

(b) Seller has filed with the Copyright Office all required
statements of account with respect to the Systems that were required to have
been filed since July 1, 1999 in accordance with the Copyright Act of 1976 and
regulations promulgated pursuant thereto (collectively referred to herein as the
"Copyright Act"), and Seller has paid all royalty fees payable with respect to
the Systems since July 1, 1999. Seller has delivered to Buyer copies of all
Statements of Account referred to in this Section 4.11(b).

<PAGE> 138

be made by it with the FCC in connection with the Systems or provided all
material notices to customers of the Systems required under the Communications
Act and the FCC's rules and regulations, other than such filings and notices,
the failure of which to be made or provided would not be reasonably expected to
have a Material Adverse Effect. Schedule 4.11 sets forth the cable television
service rates charged in each of the Systems. Seller has not, since November 12,
1999, received any notice that any of such rates are not permitted rates under
the rules and regulations of the FCC. Schedule 4.11 also sets forth a list, as
of the date hereof, of all pending rate complaints on file at the FCC with
respect to the Systems.

4.12 Litigation. Except as set forth in Schedule 4.12, and except
as may be disclosed pursuant to Section 4.8(b), there is no claim, legal action,
arbitration or other legal, governmental, administrative or tax proceeding or
any order, complaint, decree or judgment pending, or to Seller's Knowledge
threatened, against or relating to Seller or the Systems other than (i) FCC and
other proceedings generally affecting the cable television industry and not
specific to Seller; and (ii) routine collection actions with respect to the
payment by subscribers for services rendered by Seller and other proceedings and
actions arising in the ordinary course of business that are covered by Seller's
insurance policies.

4.13 Compliance with Laws. Except as may be disclosed pursuant to
Section 4.8(b), Seller has not, since November 12, 1999, received any notice of
any claim by any Governmental Authority, and Seller has no Knowledge that Seller
has not been or is not in compliance with any Legal Requirement applicable to
it, the Systems or the Assets.

4.14 Employee Benefit Plans.

(a) All Employee Plans and Compensation Arrangements providing
benefits to Employees or Employees of the Systems whose employment terminated
since November 12, 1999 ("Systems Plans") are listed in Schedule 4.14(a). Except
as disclosed in Schedule 4.14(a), there is no new Employee Plan or Compensation
Arrangement or any amendment to an existing Employee Plan or Compensation
Arrangement that will affect the benefits of Employees or former Employees of
the Systems and that is to become effective after the date of this Agreement.

(b) Each Employee Plan and Compensation Arrangement has been
established, maintained, operated and administered in accordance with its own
terms and, where applicable, ERISA, the Code, and any other applicable Legal
Requirement.

(c) To Seller's Knowledge no lien has arisen under Section 412
of the Code or Section 302 of ERISA in favor of any Employee Plan.

4.15 Labor Relations; Employees.

<PAGE> 139

Employees of the Systems; and no union or other collective bargaining
representative has been certified as representing any of the Employees of the
Systems;

(b) there currently is no (i) unfair labor practice charge or
complaint against Seller involving any Employee of the Systems pending before
the National Labor Relations Board, any state labor relations board or any court
or tribunal, (ii) grievance or other claim involving any Employee of the Systems
pending before any Governmental Authority against Seller, or (iii) arbitration
proceeding arising out of or under any collective bargaining agreement pending
before any Governmental Authority against Seller involving any Employee of the
Systems;

4.16 Environmental Matters. Except for any such noncompliance of an
insubstantial nature that has been remedied as required by applicable
Environmental Laws: (a) Seller's operations with respect to the Systems have
complied and comply in all material respects with all applicable Environmental
Laws; (b) Seller has not used the Real Property for the manufacture,
transportation, treatment, storage or disposal of Hazardous Substances except
for gasoline and diesel fuel and such use of Hazardous Substances (in cleaning
fluids, solvents and other similar substances) customary in the construction,
maintenance and operation of a cable television system and in amounts or under
circumstances that would not reasonably be expected to give rise to material
liability for Remedial Action, and (c) to Seller's Knowledge, the Real Property
complies and has complied in all material respects with all applicable
Environmental Laws. Except as set forth in Schedule 4.16, to Seller's Knowledge,
no underground storage tank is located under any of the Real Property, and to
Seller's Knowledge, none of the Real Property has been used as a gasoline
service station or any other facility for storing, pumping, dispensing or
producing gasoline or any other petroleum products or wastes. Seller has
delivered to Buyer copies of all assessments, studies, reports and surveys
relating to the environmental condition of the Real Property, including but not
limited to the presence or alleged presence of Hazardous Substances at or on the
Real Property, that are in the possession or under the control of Seller. To
Seller's Knowledge, no ambient asbestos is present at the Real Property.

4.18 Information on the Systems and Subscribers.

(a) Schedule 4.18 sets forth a list, as of the date set forth
in said Schedule, of the Systems that are owned and operated by Seller and for
each System a materially accurate statement of the following information:

(i) the total number of Subscribers served by such
System;

<PAGE> 140

(ii) the bandwidth capacity of the System specified in
MHz; and

(iii) the channel line-up and rate card for such System.

(b) Seller has made available to Buyer all existing system
engineering drawings and "as built" maps with respect to the Systems that are in
the possession of Seller and that have been requested by Buyer or its
representatives for review.

4.19 Broker; Brokers' Fees. Except for Daniel & Associates, Inc.,
which has been retained by and whose fee shall be paid by Sellers, neither
Seller nor any Person acting on its behalf has dealt with any broker or finder
in connection with the transactions contemplated by this Agreement or incurred
any liability for any finders' or brokers' fees or commissions in connection
with the transactions contemplated by this Agreement. Sellers agree to indemnify
and hold harmless Buyer against any fee, commission, loss or expense arising out
of any claim by any other broker or finder employed or alleged to have been
employed by them.

5. Representations And Warranties of Buyer.

Buyer represents and warrants to Sellers that the following statements
are true and correct:

5.1 Organization, Qualification and Power. Buyer is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Pennsylvania, with full power and authority to own, lease or license
its properties and assets and to carry on the business in which it is engaged in
the manner in which such business is now carried on. On the Closing Date, Buyer
will be duly qualified to do business in all jurisdictions where the ownership
and operation of the Assets and Systems requires such qualification.

5.2 Capacity; Due Authorization; Enforceability. All requisite
corporate action required to be taken by Buyer for the execution, delivery and
performance by Buyer of this Agreement and all Related Agreements to which Buyer
is a party have been duly performed. Buyer has the full legal capacity and legal
right, power and authority to enter into this Agreement and the Related
Agreements and to consummate the transactions contemplated hereby and thereby.
This Agreement has been duly executed and delivered by Buyer and is, and this
Agreement and each of the Related Agreements to which Buyer is a party, upon
execution and delivery, will be, a legal, valid and binding obligation of Buyer,
enforceable in accordance with its respective terms, except in each case to the
extent that such enforcement may be subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws of general application
affecting the rights and remedies of creditors or secured parties, and that the
availability of equitable remedies including specific performance and injunctive
relief may be subject to equitable defenses and the discretion of the court
before which any proceeding therefor may be brought.

23
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obtained and the applicable waiting period(s) under the HSR Act shall have
expired or been terminated) will not (a) violate Buyer's certificate of
incorporation or bylaws; (b) violate any Legal Requirement applicable to Buyer,
the Assets on the Systems; (c) conflict with or result in a breach of or default
under any contract, note, mortgage or agreement to which Buyer is a party or by
which Buyer is bound.

5.6 Brokers. Neither Buyer nor any Person acting on its behalf has
dealt with any broker or finder in connection with the transactions contemplated
by this Agreement or incurred any liability for any finders' or brokers' fees or
commissions in connection with the transactions contemplated by this Agreement.

6. Covenants of Sellers and Buyer.

6.1 Continuity and Maintenance of Operations.

(a) Except as Buyer may otherwise agree in writing, until the
Closing each Seller shall operate its respective Systems in the ordinary course
of business consistent with Past Practices and shall:

(b) (i) maintain and repair the Assets in the ordinary
course of business consistent with its year 2000 budgets, and at Closing the
Assets will be in substantially the same condition as they are in as of the date
hereof, subject to ordinary wear and tear;

(ii) maintain its inventory and other supplies and spare
parts at levels consistent with its year 2000 budgets;

(iii) make capital expenditures substantially in
accordance with its year 2000 capital budget;

(iv) use commercially reasonable efforts to comply with
Legal Requirements applicable to the Systems;

(v) not conduct promotional activities inconsistent with
Past Practices;

(vi) continue its procedures for disconnection and
discontinuance of service to subscribers whose accounts are delinquent, in
accordance with Past Practices; and

<PAGE> 142

(vii) not enter into installment sale agreements and other
agreements under which Buyer would be obligated to pay the deferred purchase
price of property, which agreements collectively will involve aggregate payments
in excess of $25,000 following the Closing Date.

6.2 Access to Sellers; Confidentiality.

(a) Upon reasonable advance notice, each Seller shall afford
to the officers, employees and authorized representatives of Buyer and to the
employees and authorized representatives of Buyer's equity and financing sources
reasonable access during normal business hours to its respective Systems and to
its offices, properties and business and financial records (including computer
files, retrieval programs and similar documentation) that relate to its
respective Systems and the operation thereof.

(b) Until Closing Buyer (i) shall use reasonable efforts to
cause its directors, officers, employees and representatives and the employees,
representatives and agents of Buyer's equity and financing sources to hold in
strict confidence all information furnished to any of them by Sellers in
connection with the transactions contemplated by this Agreement that is not
otherwise available to the public (the "Confidential Information"), and (ii)
shall not, without the prior written consent of the Seller or Sellers to which
such Confidential Information pertains, release or disclose any Confidential
Information to any other person, except (A) to the extent required by applicable
law, (B) as necessary in connection with filings, approvals and rulings to be
obtained from any governmental agency, including, but not limited to, the
Federal Trade Commission, the Department of Justice, the Securities and Exchange
Commission and the Internal Revenue Service (it being understood that any such
filing may include the filing of a copy of this Agreement), (C) to Buyer's
equity and financing sources and its directors, officers, employees or
representatives who are informed by Buyer of the confidential nature of the
Confidential Information, (D) as necessary to obtain consents to the transfer of
any Franchise or otherwise necessary for the consummation of the transactions
contemplated by this Agreement, and (E) as otherwise permitted by the remainder
of this Section 6.2(b). In the event Buyer or any person to whom Buyer transmits
Confidential Information pursuant to this Agreement becomes legally compelled to
disclose any of the Confidential Information, Buyer shall provide the Seller or
Sellers to which such Confidential Information pertains with prompt notice so
that such Seller(s) may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this Section 6.2(b), or both. In the
event that such protective order or other remedy is not obtained, or that Seller
waives compliance with the provisions of this Section 6.2(b), Buyer shall
furnish only that portion of the Confidential Information which is legally
required.

<PAGE> 143

(c) Following the Closing, upon reasonable notice by Buyer,
each Seller shall afford to Buyer's officers, employees, accountants and other
authorized representatives, reasonable access to such Seller's business and
financial records and accountants that relate to such Seller's Systems to enable
Buyer to obtain information and data reasonably required in connection with the
preparation of Buyer's financial statements and any regulatory filings relating
to such Seller's Systems.

6.3 Notification.

(a) Each party shall promptly notify the other of any action,
suit, proceeding or investigation that is instituted or threatened against such
party to restrain, prohibit or otherwise challenge the legality or propriety of
any transaction contemplated by this Agreement.

(b) If Buyer or any Seller acquires actual knowledge before
the Closing Date that a material breach of any of Sellers' or Buyer's (as the
case may be) representations or warranties has occurred, the party acquiring
such actual knowledge shall provide prompt written notice to Buyer or the
applicable Seller (as the case may be) describing such breach. Notwithstanding
the foregoing, no notice or information delivered by or to any party shall
affect the other party's right to rely on any representation or warranty made by
such party or relieve such party of any obligations under this Agreement as the
result of a breach of any of its representations and warranties.

6.4 No Public Announcement. Prior to the Closing Date, no party
hereto shall, without the approval of the other party, make any press release or
other public announcement concerning the transactions contemplated by this
Agreement, except as and to the extent that any such party shall be so obligated
by law, in which case the other party shall be advised and the parties shall use
their reasonable efforts to cause a mutually agreeable release or announcement
to be issued.

6.5 Regulatory Filings. As soon as may be reasonably practicable,
but in no event later than thirty (30) days after the date hereof, Buyer and
Sellers shall file or cause to be filed with the Federal Trade Commission and
the Antitrust Division of the United States Department of Justice such
Notifications and Report Forms relating to the transactions contemplated hereby
as are required by the pre-merger notification rules issued under the HSR Act.
Buyer and each applicable Seller shall: (i) promptly supply each other with any
information provided in response to any requests for additional information made
by either of such agencies, and (ii) use all reasonable efforts to cause the
waiting period under the HSR Act to terminate or expire at the earliest possible
date. Buyer and the applicable Sellers shall share equally all filing fees
associated with each Notification and Report Form required to be filed in
connection with this Agreement.

6.6 Employees; Employee Benefits.

<PAGE> 144

accepts Buyer's offer of employment and who becomes an employee of Buyer
effective as of the Closing hereinafter called a "Transferred Employee"). Not
less than thirty (30) days prior to the Closing, Buyer shall notify each Seller
in writing of the Employees of such Seller to whom Buyer intends offer
employment, and Buyer shall make offers of employment to such Employees in
accordance with the preceding sentence. Prior to Closing each Seller shall, with
respect to its Employees, take all actions reasonably necessary to comply with
the WARN Act, if applicable, and any applicable comparable state laws. Each
Seller shall pay when required all compensation and shall provide all benefits
to its respective Employees as are required, and, except as set forth in Section
6.6(b) Seller shall retain liability for all obligations and liabilities owed to
its respective Employees that relate to periods prior to the Closing Date.

(b) Buyer shall offer group health plan coverage to all
Transferred Employees and their spouses and eligible dependents who are covered
on the Closing Date under a group health plan maintained or contributed to by
Sellers, and such coverage shall be the same, and shall be subject to the same
terms and conditions, as Buyer provides to similarly situated employees,
provided that such coverage shall be effective as of the Closing and that no
pre-existing condition limitation shall be applied to any such Transferred
Employees, their spouses and eligible dependents unless, and only to the same
extent that, such persons are subject to pre-existing condition limitations
under Sellers' group health plan. Each Seller shall have full responsibility and
liability for offering and providing "continuation coverage" to any "covered
employee" who is an Employee, and to any "qualified beneficiary" of such
Employee, and who is covered by a "group health plan" sponsored or contributed
to by such Seller (all such group health plans of Sellers individually and
collectively called "Sellers' Health Plans") to the extent that such
continuation coverage is required to be provided by such Seller under Code
Section 4980B, and the regulations promulgated thereunder, as a result of a
"qualifying event" experienced by such covered employee or qualified beneficiary
with respect to or in connection with the transactions contemplated by this
Agreement. "Continuation coverage," "covered employee," "qualified beneficiary,"
"qualifying event" and "group health plan" all shall have the meanings given
such terms under Section 4980B of the Code and Section 601 et seq. of ERISA.

(c) Sellers have delivered to Buyer separately descriptions of
Sellers' vacation and sick leave policies. Within ten (10) days following
Buyer's delivery to Sellers of the notices referred to in Section 6.6(a)
(regarding the Employees to whom Buyer intends to make offers of employment),
each Seller shall provide to Buyer a list of the accrued vacation and sick leave
of each of its Employees to whom Buyer has indicated it intends to offer
employment. Each Transferred Employee shall be credited under Buyer's vacation
and sick leave policy with the full amount of vacation leave accrued by such
Transferred Employee but unused as of the Closing Date under the vacation
policies of Sellers applicable to such Transferred Employee.

(d) From the date of this Agreement through the date that is
one (1) year following the Closing, without Buyer's consent, neither Sellers,
Charter nor any of Charter's subsidiaries will solicit the employment of persons
who are employees of the Systems as of the date hereof or who become employees
of the Systems prior to Closing, other than (i) any such employee who does not
accept Buyer's offer of employment; and (ii) any Transferred Employee whose
employment is terminated by Buyer following the Closing.

<PAGE> 145

6.7 Required Consents.

(a) Following the execution hereof, until the Closing Date,
each Seller shall use commercially reasonable efforts, and Buyer shall cooperate
in good faith with Sellers, to obtain all Required Consents, including Required
Consents under the Franchises, Licenses and Agreements. Each Seller and Buyer
shall prepare and file, or cause to be prepared and filed, within fifteen (15)
days after the date hereof (subject to extension for a period of up to an
additional ten (10) days, if reasonably necessary for a party to complete its
application), all applications (including FCC Forms 394 or other appropriate
forms, to the extent such Seller determines they are necessary or appropriate)
required to be filed with the FCC and any other Governmental Authority that are
necessary for the assignment to Buyer, in connection with the consummation of
the transactions contemplated by this Agreement, of the Governmental
Authorizations. The parties shall also make appropriate requests, as soon as
practicable after the date hereof, for any Required Consent required under any
Agreement. Notwithstanding subsection (d)(i) hereof, and subject to subsection
(d)(ii) hereof, nothing in this Section 6.7 shall require the expenditure or
payment of any funds (other than in respect of normal and usual attorneys' fees,
filing fees or other normal costs of doing business) or the giving of any other
consideration by Buyer or Sellers, provided that Sellers shall be liable for all
obligations or liabilities under each Governmental Authorization or Agreement
during the period prior to the Closing Date.

(b) In connection with and as part of the parties' efforts to
obtain the Required Consents of each applicable Governmental Authority to the
transfer of any Franchise issued thereby from each applicable Seller to Buyer,
such Seller shall use commercially reasonable efforts to obtain, with Buyer's
cooperation, a Franchise Renewal for each such Franchise that has expired or
shall expire prior to the Closing Date, and a Franchise Extension for each such
Franchise that shall, by its terms, expire during the thirty-month period
subsequent to the Closing Date.

(c) Sellers shall also use commercially reasonable efforts to
cause each such Required Consent relating to a Franchise or Agreement to include
provisions that permit (i) Buyer to grant a security interest in such Franchise
or Agreement to its lender(s) providing financing to Buyer with respect to the
transaction contemplated hereby, and (ii) Buyer to transfer such Franchise or
Agreement to any Affiliate of Buyer that agrees in writing as a condition to
such transfer to be bound by any and all obligations of Buyer in connection
therewith; provided, that Sellers shall have no additional obligation with
respect to obtaining such provisions if the inclusion of such provisions would
cause such Required Consent to be unreasonably withheld, delayed or otherwise
conditioned.

<PAGE> 146

or Sellers may elect, in its or their sole discretion, to satisfy such monetary
payment or commitment, in which case, Buyer and Sellers will accept any
condition or change in the Franchise, License or Agreement to which such
Required Consent, Franchise Renewal or Franchise Extension relates to the extent
provided herein.

(ii) Subject to the terms of subsection (i) above, no
Seller shall agree, without Buyer's prior written consent, which consent Buyer
shall grant or withhold in its reasonably exercised discretion, to any adverse
change (other than immaterial, non-monetary changes) to the terms of any
Governmental Authorization or Agreement as a condition to obtaining any Required
Consent to the assignment of such Governmental Authorization or Agreement to
Buyer. If in connection with the obtaining of any Required Consent, a
Governmental Authority or other third party seeks to impose any condition or
adverse change to any Governmental Authorization or Agreement to which such
Required Consent relates that would be applicable to Buyer as a requirement for
granting such Required Consent, Sellers shall promptly notify Buyer of such fact
and Sellers shall not agree to such condition or adverse change unless Buyer
shall, in its reasonably exercised discretion, consent to such condition or
change in writing.

(e) Buyer shall promptly furnish to any Governmental Authority
or other Person from which a Required Consent, Franchise Extension or Franchise
Renewal is requested such accurate and complete information regarding Buyer and
its Affiliates, including financial information relating to the cable and other
media operations of Buyer and its Affiliates, as a Governmental Authority or
other Person may reasonably require in connection with obtaining any Required
Consent, Franchise Extension or Franchise Renewal.

(f) It is understood and agreed that nothing herein shall
prevent Buyer or its Affiliates (or their employees, agents, representatives and
any other Person acting on behalf of Buyer and its Affiliates) from making
statements or inquiries to, attending meetings of, making presentations to, or
from responding to requests initiated by, Governmental Authorities or other
Persons from which a Required Consent, Franchise Extension or Franchise Renewal
is sought, and Buyer shall use commercially reasonable efforts to apprise
Sellers of all such requests.

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statement of income and expenses and a statement of cash flows (ii) quarterly
statements of capital expenditures with respect to such Seller's Systems and
(iii) monthly subscriber counts for its Systems prepared by such Seller for its
internal use.

6.11 Further Assurances; Satisfaction of Covenants. Sellers and
Buyer each shall execute such documents and other papers and take or cause to be
taken such further action as may be reasonably required to carry out the
provisions hereof and to consummate and make effective the transactions
contemplated hereby. Sellers and Buyer shall each use commercially reasonable
efforts to satisfy each of its covenants and obligations under this Agreement
and to satisfy each condition to Closing it is required to satisfy hereunder.

6.12 Environmental Reports; Title Commitments.

(a) (i) Buyer shall be entitled to obtain, at its own
expense, during the period of sixty (60) days after the date hereof (the "Real
Estate Inspection Period") (A) commitments of title insurance ("Title
Commitments") issued by a nationally-recognized title insurance company selected
by Buyer and reasonably acceptable to Sellers (a "Title Company"), committing to
insure fee title to the parcels of Real Property owned by Sellers and leasehold
title to those parcels of Real Property leased by Sellers, by ALTA (1992)
owner's policies of title insurance, (B) surveys of said parcels of Real
Property, in such form as is necessary to obtain the title insurance to be
issued pursuant to the Title Commitments, with the standard printed exceptions
relating to survey matters deleted ("Surveys"), certified to Buyer and to the
Title Company issuing the Title Commitment with respect to that parcel of Real
Property, and (C) Phase I environmental reports concerning the owned or leased
Real Property, which shall be performed by environmental consulting or
engineering firms reasonably acceptable to Buyer and Sellers (together with any
Phase II report, "Environmental Reports"). Buyer shall deliver to Sellers true
and complete copies of all such Title Commitments, Surveys and Environmental
Reports within five (5) Business Days after Buyer's receipt thereof.

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the applicable Seller a plan for such proposed study prior to commencing the
same, and such Seller shall have the right (which such Seller shall exercise by
written notice to Buyer within ten (10) Business Days after receipt of Buyer's
proposal) to deny by Buyer's request to perform such Phase II environmental
study on such Real Property. If such Seller refuses to allow such Phase II
study, Buyer may terminate this Agreement by written notice to Sellers within
ten (10) Business Days of such Seller's refusal, or Buyer may elect to close
notwithstanding such refusal. If Buyer elects to close notwithstanding such
refusal, (A) Buyer may not thereafter terminate this Agreement based on Title
Defects or Environmental Defects of the applicable parcel of Real Property, (B)
Buyer shall not have any recourse against Sellers based on such Title Defects or
Environmental Defects except as provided in clause (C) of this sentence, and (C)
if within six (6) months after Closing, Buyer incurs environmental remediation
expenses in respect of Environmental Defects at the site(s) for which a Seller
refused to allow a Phase II study, such Seller will reimburse Buyer for the
reasonable costs of such remediation; provided, that (I) in no event shall the
aggregate amount of reimbursement by Sellers under this clause (C) and any
remediation costs incurred by Sellers prior to Closing in respect of
Environmental Defects and Title Defects (other than monetary Encumbrances that
Seller is required to remove regardless of the amount thereof) exceed $100,000
in the aggregate, and (II) this clause (C) shall be inapplicable if a Purchase
Price reduction is made under Subsection (b) or (c) of this Section 6.12.

(b) In the event that a Title Commitment or Survey reveals the
existence of any matter that renders title to the subject Real Property to be
other than as represented herein (a "Title Defect"), and Buyer requests in
writing, within ten (10) days of Buyer's receipt of the relevant Title
Commitment or Survey, that the applicable Seller remedy the same, then such
Seller shall use commercially reasonable efforts to either cure the Title Defect
or cause the Title Company to insure over it; provided, that Sellers shall not
be obligated to expend more than an aggregate amount of $100,000 for remediation
of all Title Defects and Environmental Defects required to be remedied hereunder
(other than monetary Encumbrances that Seller is required to remove regardless
of the amount thereof); and if it is reasonably expected that the cost of such
remediation together with the actual or estimated expense of remedying
Environmental Defects will exceed $100,000 in the aggregate, such Seller shall
have no obligation to undertake such remediation. A Seller's decision regarding
whether to undertake remediation shall be made by written notice to Buyer within
ten (10) Business Days after all Title Defects and Environmental Defects are
disclosed to Sellers. If under such circumstances the applicable Seller elects
to not undertake such remediation, Buyer may, by notice to such Seller given
within ten (10) Business Days after such Seller's election to not remediate,
terminate this Agreement, or Buyer may, by notice to Sellers given within ten
(10) Business Days after such Seller's election to not remediate, elect to close
notwithstanding such election. If Buyer elects to close notwithstanding such
election, (i) Buyer may not thereafter terminate this Agreement based on Title
Defects or Environmental Defects; (ii) Buyer shall have no recourse against
Sellers based on any such Title Defects or Environmental Defects (including any
claim for indemnification pursuant to Section 10 hereof); and (iii) at Closing
the Purchase Price shall be reduced by $100,000; provided, that there shall be
no such reduction in the Purchase Price under this subsection (b) if there is a
Purchase Price reduction under Subsection (c) below.

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(c) In the event that an Environmental Report reveals the
presence of Hazardous Substances on the Real Property that could reasonably
result in liability to the owner or user thereof or reveals noncompliance with
any Environmental Law (either, an "Environmental Defect"), and Buyer requests in
writing, within ten (10) days of Buyer's receipt of the relevant Environmental
Report, that the applicable Seller remedy the same, such Seller shall use
commercially reasonable efforts to cure any such Environmental Defect; provided,
that Sellers shall not be obligated to expend more than an aggregate of $100,000
for remediation of all Environmental Defects and Title Defects (other than
monetary Encumbrances that Seller is required to remove regardless of the amount
thereof); and, if it is reasonably expected that the cost of such remediation
together with the actual or estimated cost of remedying Title Defects (other
than monetary Encumbrances that Seller is required to remove regardless of the
amount thereof) will exceed $100,000 in the aggregate, such Seller shall have no
obligation to undertake such remediation. A Seller's decision as to whether to
undertake remediation shall be made by written notice to Buyer within ten (10)
Business Days after all Title Defects and Environmental Defects are disclosed to
Sellers. If under such circumstances the applicable Seller elects to not
remediate, Buyer may, by notice to Sellers given within ten (10) Business Days
after such Seller's election to not remediate, proceed to close notwithstanding
such election. If Buyer elects to close notwithstanding such election, (i) Buyer
may not thereafter terminate this Agreement based on Title Defects or
Environmental Defects; (ii) Buyer shall have no recourse against Sellers based
on Title Defects or Environmental Defects (including any claim for
indemnification pursuant to Section 10 hereof); and (iii) at Closing the
Purchase Price shall be reduced by $100,000; provided, that there shall be no
such reduction in the Purchase Price under this Subsection (c) if there is a
Purchase Price reduction under Subsection (b) above.

(d) After the Real Estate Inspection Period (as it may be
extended pursuant to Subsection (a)(ii) hereof) Buyer shall not be entitled to
terminate this Agreement based on Title Defects or Environmental Defects, nor
shall Buyer be entitled to make any claim for indemnification pursuant to
Section 10 hereof based on Title Defects or Environmental Defects.

(e) Buyer shall indemnify each Seller and hold each Seller
harmless from and against any losses incurred by such Seller relating to damage
to Real Property in connection with Buyer's obtaining any Environmental Reports.

6.13 Limited Partner Consents. As soon as reasonably practicable
following the execution hereof, the Limited Partnerships and the General
Partners shall, if required to do so under applicable Legal Requirements, file
with the SEC proposed proxy materials relating to the Limited Partnerships' and
the General Partners' solicitation of the Limited Partner Consents. Each Limited
Partnership and General Partner shall use reasonable efforts (i) to have such
proxy materials cleared by the SEC (if applicable) so as to enable it to
disseminate definitive proxy materials to its respective Limited Partners, (ii)
to disseminate such materials, upon receipt of SEC clearance (if applicable), to
its respective Limited Partners and (iii) thereafter to obtain the Limited
Partner Consents. Sellers shall give Buyer prompt notice when the Limited
Partner Consents have been obtained and when any material development has
occurred that causes substantial doubt as to whether the Limited Partner
Consents will be obtained.

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6.14 Acquisition Proposals. If, prior to obtaining all the Limited
Partner Consents, any Seller or any Person acting on behalf of any Seller
receives a solicitation from a third party regarding an Acquisition Proposal (as
defined herein), which Acquisition Proposal such Seller intends to submit to its
respective Limited Partners (or the Limited Partners of its General Partner, as
the case may be) for their approval, such Seller shall, within five (5) Business
Days following receipt of such solicitation, notify Buyer in writing of the
price and other material terms of such Acquisition Proposal, and Buyer shall be
entitled, within five (5) Business Days following receipt of such notification,
to submit an Acquisition Proposal in response to the third party's Acquisition
Proposal (a "Buyer Acquisition Proposal"), which Buyer Acquisition Proposal
shall contain all the terms and conditions of this Agreement other than the
Purchase Price. For purposes hereof, an "Acquisition Proposal" means any bona
fide proposed (i) asset acquisition or exchange or similar transaction providing
for any third party's acquisition of any of the Assets or Systems or (ii)
acquisition of partnership interests, merger, consolidation, exchange of
partnership or other equity interests or similar transaction that would result
in the acquisition by any third party of a percentage of the Interests (as
defined herein) in any Seller sufficient to give such third party voting control
over the applicable Seller. For purposes hereof, an "Interest" in any Seller
means an interest in the capital and profits of such Seller or General Partner
that is acquired by the making of a capital contribution to such Seller or as
otherwise provided under the general or limited partnership agreement applicable
to such Seller.

6.15 Noncompetition Agreement. Charter agrees, on behalf of itself
and its direct and indirect subsidiaries, that prior to the third anniversary of
the Closing Date it will not, without the written consent of Buyer, directly or
indirectly, own, manage, operate or control, engage or participate in the
ownership, management, operation or control of or be connected as a shareholder,
partner, manager, agent or otherwise with any business or company any part of
which operates hardwire cable television systems (or which obtains or holds any
franchises therefor) within any of the Franchise Areas. Notwithstanding the
foregoing, nothing in this provision shall be construed to prohibit the
following: (i) the ownership of a company's securities that constitute less than
ten percent (10%) of the outstanding voting stock of such company or does not
otherwise constitute control over such company, (ii) the operation by Charter or
any of its subsidiaries that are bound by this provision of cable television
systems (or the holding of franchises therefor) in those geographical areas
included in the Franchise Areas for which Charter or any such subsidiary holds a
cable franchise on the date hereof or (iii) the direct or indirect ownership,
management, operation or control by Charter or any of its subsidiaries that are
bound by this provision of any cable business as the result of a transaction in
which the subscribers involved that are located within the Franchise Areas
constitute a minority of the subscribers involved in such transaction.

6.16 Microwave Services; Headend Services.

(a) Buyer agrees that following the Closing, Buyer shall
provide cable television signals to certain customers of Charter (or an
Affiliate of Charter), currently serviced by Enstar Cumberland, who are located
in Columbia/Adair and Green Counties, Kentucky, from headends that are included
within the Assets Buyer is acquiring from Enstar Cumberland hereunder. In
furtherance thereof, at Closing, Buyer and Charter (or such Affiliate, as the
case may be) shall enter into an agreement for the provision of such signals,
which agreement shall be

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on reasonable and customary terms to be discussed by the parties thereto
("Headend Services Agreement").

(b) Buyer and Sellers agree that in the event that following
the Closing it is necessary for Buyer to provide microwave signals to any of the
Systems in order for such System or Systems to continue to carry all of the
programming carried by it or them as of the Closing, Buyer and the affected
Seller(s) shall enter into an agreement at the Closing to provide for Buyer's
provision of such signal,s which agreement shall be on reasonable and customary
terms to be discussed by the parties thereto ("Microwave Services Agreement").

(c) If, after reasonable discussions, the parties thereto are
not able to agree on the terms of either the Headend Services Agreement or the
Microwave Services Agreement, the parties shall appoint an arbitrator to resolve
the disputed terms, which arbitrator shall be an attorney who is an expert with
respect to the relevant FCC matters and who does not currently represent any of
such parties or their respective Affiliates. Such arbitrator's resolution of the
disputed terms of the Headend Services Agreement and/or the Microwave Services
Agreement shall be final and binding and shall be effective retroactive to the
effective date thereof.

6.17 Performance of Settlement Agreement. In the event that Sellers
enter into the Settlement Agreement, whether before or after the Closing, Buyer
expressly agrees that it shall be bound by the terms of, and shall fully perform
the obligations set forth in, Sections 8.1 through 8.3 of the Settlement
Agreement, insofar as such terms and obligations relate to the Systems acquired
by Buyer hereunder. The Purchase Price payable to each Seller shall be reduced,
pursuant to Section 3.3(b) or thereafter, by the amount of (i) $20.00 for each
claim made under the Settlement Agreement with respect to any of such Seller's
Systems by a claimant that is a then-current customer of any such Systems, and
(ii) $9.95 for each claim made under the Settlement Agreement with respect to
any of such Seller's Systems by a claimant that is a former customer of any such
Systems; each of which claims shall have been made in accordance with the terms
of the Settlement Agreement and shall be evidenced by documentation
demonstrating, to Sellers' reasonable satisfaction, Buyer's satisfaction of such
claim. Buyer agrees to indemnify and hold harmless Sellers and their Affiliates
from and against any and all claims, costs and expenses based on or arising out
of Buyer's failure to fully comply with and perform the obligations set forth in
Sections 8.1 through 8.3 of the Settlement Agreement insofar as related to the
Systems acquired by Buyer hereunder. It is expressly agreed and understood that
Buyer is not assuming and shall not be bound by any term or provision of the
Settlement Agreement other than as expressly set forth herein.

7. Conditions Precedent To Buyer's Obligations.

7.1 Representations and Warranties of Sellers. As to the
representations and warranties of Sellers set forth in Section 4, (1) each of
those representations and warranties set

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forth in Section 4 which is expressly stated to be made solely as of the date of
this Agreement or another specified date shall be true and correct in all
respects as of such date, without regard to the materiality or Material Adverse
Effect qualifiers set forth therein, and (2) each of the other representations
and warranties of Sellers set forth in Section 4 shall be true and correct in
all respects at and as of the time of the Closing as though made at and as of
that time, without regard to the materiality or Material Adverse Effect
qualifiers set forth therein; provided, that for purposes of each of clauses (1)
and (2) above, the representations and warranties shall be deemed true and
correct in all respects to the extent that the aggregate effect of the
inaccuracies in such representations and warranties as of the applicable times
does not constitute a Material Adverse Effect; and provided, further, that the
representations and warranties referred to in this Section 7.1 shall not include
the representations and warranties contained in Section 4.8(c) with respect to
any Governmental Authorization with respect to which a Franchise Extension or
Franchise Renewal shall have been obtained.

7.3 Transferable Franchise Areas; Material Consents; Franchise
Renewals; Franchise Extensions. (i) The Franchise Areas covering at least ninety
percent (90%) of Subscribers shall have become Transferable Franchise Areas;
provided, that if the Franchises and Assets of Enstar IX are not transferred at
Closing pursuant to Section 11.1(g), such Systems and the Subscribers served
thereby shall be excluded for purposes of such calculation; (ii) subject to
clause (i), the Material Consents (other than those that pertain solely to
non-Transferable Franchise Areas or Retained Assets) shall have been obtained
(other than those that pertain solely to non-Transferable Franchise Areas); and
(iii) the Franchise Renewals and Franchise Extensions shall have been obtained.

7.5 Judgment. There shall not be in effect on the date on which
the Closing is to occur any judgment, decree, order or other prohibition having
the force of law that would prevent or make unlawful the Closing; provided, that
the Buyer shall have used commercially reasonable efforts to prevent the entry
of any such judgment, decree, order or other legal prohibition and to appeal as
expeditiously as possible any such judgment, decree, order or other legal
prohibition that may be entered.

7.6 Delivery of Certificates and Documents. Sellers shall have
furnished to Buyer the following:

(a) a certificate of the Secretary or Assistant Secretary of
each Seller or, if applicable, such Seller's ultimate corporate general partner,
as to (i) the limited or general partnership agreement of Seller; (ii) all
actions taken by and on behalf of Seller and its partners

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to authorize the execution, delivery and performance of this Agreement and the
Related Agreements and (iii) the incumbency of officers signing this Agreement
and any Related Agreement on behalf of such Seller;

(b) in the case of each Seller that is a Limited Partnership,
a certificate of good standing of such Seller that is a limited partnership from
the Secretary of State of its state of formation and a certificate of foreign
qualification for each such Seller from each state in which any of such Seller's
Assets are located;

(c) a certificate of an executive officer of Enstar,
certifying on behalf of Sellers that the conditions set forth in Sections 7.1
and 7.2 have been met;

(d) the Bill of Sale and Assignment and Assumption Agreements,
duly executed by Sellers;

(e) the Indemnity Escrow Agreement(s) duly executed by
Sellers;

(f) if necessary, the Management Agreement(s), duly executed
by the appropriate Seller(s);

(g) a deed, in form and substance reasonably satisfactory to
the applicable Seller and Buyer, conveying title to each parcel of Real Property
owned by such Seller to Buyer;

(h) copies of all Material Consents obtained on or prior to
Closing; and

(i) all other documents as are reasonably necessary to
transfer title to the Assets to Buyer.

7.7 Opinion of Sellers' Counsel. Sellers shall have furnished
Buyer with an opinion letter, dated the Closing Date, of Baer Marks & Upham LLP,
counsel for Sellers, in the form set forth in Exhibit D hereto.

7.8 Opinion of Sellers' FCC Counsel. Sellers shall have furnished
Buyer with an opinion letter, dated the Closing Date, of Cole, Raywid &
Braverman, L.L.P., FCC counsel for Sellers, in the form set forth in Exhibit E
hereto.

7.9 General and Limited Partner Consents. The General Partner
Consents and the Limited Partner Consents shall have been obtained, except that
obtaining the Limited Partner Consents with respect to Enstar IX shall not be a
condition to Buyer's closing with respect to any other Seller.

7.10 Aggregate Subscriber Total. On the Closing Date the Systems
shall serve, in the aggregate, no fewer than 51,000 Subscribers; provided, that
if the Systems of Enstar IX are not transferred at Closing in accordance with
the terms of this Agreement, on the Closing Date the Systems shall serve, in the
aggregate, no fewer than 49,630 Subscribers.

<PAGE> 154

8. Conditions Precedent to Sellers' Obligations.

8.1 Representations and Warranties of Buyer. As to the
representations and warranties of Buyer set forth in Section 5, (1) each of
those representations and warranties set forth in Section 5 which is expressly
stated to be made solely as of the date of this Agreement or another specified
date shall be true and correct in all respects as of such date, without regard
to the materiality or Material Adverse Effect qualifiers set forth therein, and
(2) each of the other representations and warranties of Buyer set forth in
Section 5 shall be true and correct in all respects at and as of the time of the
Closing as though made at and as of that time, without regard to the materiality
or Material Adverse Effect qualifiers set forth therein; provided that for
purposes of each of clauses (1) and (2) above, the representations and
warranties shall be deemed true and correct in all respects to the extent that
the aggregate effect of the inaccuracies in such representations and warranties
as of the applicable times does not constitute a Material Adverse Effect.

8.3 Transferable Franchise Areas; Material Consents. (i) The
Franchise Areas covering at least ninety percent (90%) of Subscribers shall have
become Transferable Franchise Areas; provided, that if the Franchises and Assets
of Enstar IX are not transferred at Closing pursuant to Section 11.1(g), such
Systems and the Subscribers served thereby shall be excluded for purposes of
such calculation; and (ii) subject to clause (i), the Material Consents issued
by Governmental Authorities (other than those that pertain solely to
non-Transferable Franchise Areas or Retained Assets) shall have been obtained.

8.6 General and Limited Partner Consents. The General Partner
Consents and the Limited Partner Consents shall have been obtained, except that
obtaining the Limited Partner

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Consents with respect to Enstar IX shall not be a condition to Sellers' closing
with respect to any other Seller.

8.7 Aggregate Subscriber Total. On the Closing Date the Systems
shall serve, in the aggregate, no fewer than 51,000 Subscribers; provided, that
if the Systems of Enstar IX are not transferred at Closing in accordance with
the terms of this Agreement, on the Closing Date the Systems shall serve, in the
aggregate, no fewer than 49,630 Subscribers.

8.8 Delivery of Certificates and Documents. Buyer shall have
furnished to Sellers the following:

(a) a certificate of the Secretary or Assistant Secretary of
Buyer as to (i) the certificate of incorporation and bylaws of Buyer, (ii)
resolutions of Buyer authorizing the execution, delivery and performance of this
Agreement and the Related Agreements; and (iii) the incumbency of officers
signing this Agreement and the Related Agreements on behalf of Buyer;

(c) a certificate of an executive officer of Buyer certifying
that the conditions set forth in Sections 8.1 and 8.2 have been met;

(d) the Bill of Sale and Assignment and Assumption Agreements,
duly executed by Buyer;

(e) the Indemnity Escrow Agreement(s), duly executed by Buyer;

(f) the Headend Services Agreement, duly executed by Buyer;
and

(g) if necessary, the Management Agreement(s), duly executed
by Buyer.

8.9 Opinion of Buyer's Counsel. Buyer shall have furnished Sellers
with an opinion letter, dated the Closing Date, of Dow Lohnes & Albertson, PLLC,
counsel for Buyer, in the form set forth in Exhibit F.

8.10 Payment for Assets. Buyer shall have delivered the Purchase
Price as provided in Section 3.2.

9. Retained Franchises and Assets.

9.1 Non-Transferable Franchise Areas. In the event that on the
Closing Date any Franchise Area is not a Transferable Franchise Area, then the
Franchise covering such Franchise Area ("Retained Franchise") and any other
Assets used solely in connection with any Seller's operations within such
Franchise Area ("Retained Assets") shall be excluded from the Assets conveyed on
the Closing Date, and the provisions of this Section 9 shall apply. In the event
there are any Retained Franchises and Assets on the Closing Date, the amount of
the Purchase Price

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paid by Buyer at Closing with respect to such Retained Franchises and Assets
shall be the Discounted Franchise Purchase Price (as defined in Section 9.5)
with respect thereto.

9.3 Subsequent Closings. Subject to Section 9.4, at such time as
the Franchise Area covered by any Retained Franchise shall become a Transferable
Franchise Area, Buyer and the applicable Seller shall conduct a closing (each, a
"Subsequent Closing") at which such Seller shall assign, transfer, convey and
deliver to Buyer, and Buyer shall acquire from such Seller, the Retained
Franchise covering such Franchise Area and any Retained Assets with respect
thereto. Each Subsequent Closing shall take place on a Business Day on which the
relevant parties shall agree and that is not less than five (5) nor more than
ten (10) Business Days from the date on which Buyer receives notice that the
Retained Franchise Consent is obtained or the relevant Franchise Area has
otherwise become a Transferable Franchise Area. At such Subsequent Closing, (i)
Buyer shall deliver to the applicable Seller, in the manner set forth in Section
3.2(a), the amount of the difference between the Franchise Purchase Price and
the Discounted Franchise Purchase Price with respect to such Retained Franchise
and any such Retained Assets; and (ii) Buyer or the applicable Seller, as the
case may be, shall deliver the instruments described in Sections 7.6(d), (g),
(h) and (i) and 8.7(d) with respect to such Retained Franchise and Retained
Assets.

9.4 Final Closing. If, on the date that is one (1) year from the
date of the Closing Date, any Franchise Area shall not have become a
Transferable Franchise Area, Buyer and the Seller with respect thereto shall
nevertheless conduct a final Closing with respect to the Retained Franchise and
Retained Assets relating to any such Franchise Area ("Final Closing"), at which
such Seller shall assign, transfer, convey and deliver to Buyer, and Buyer shall
acquire from such Seller, such Retained Franchise and Retained Assets. Such
Final Closing shall occur on such one year anniversary date or, if such date is
not a Business Day, on the next Business Day. At such Final Closing, Buyer or
the applicable Seller, as the case may be, shall deliver the instruments
described in Sections 7.6(d), (g), (h) and (i) and 8.7(d) with respect to such
Retained Franchise and Retained Assets.

9.5 Franchise Purchase Price; Discounted Franchise Purchase Price.
The "Franchise Purchase Price" with respect to any Retained Franchise (and the
Retained Assets with respect thereto), shall be the product of (i) the number of
Subscribers covered by such Retained Franchise as of the Closing Date, based on
the Pre-Closing Certificate, as it may be modified to reflect the resolution of
any pre-Closing disputes with respect thereto, and (ii) the Subscriber
Adjustment Amount applicable to the Seller of such Retained Franchise and
Assets. The "Discounted Franchise Purchase Price" with respect to any Retained
Franchise (and the Retained Assets with respect thereto) shall be the amount of
eighty percent (80%) of the Franchise Purchase Price with respect to such
Retained Franchise and Assets.

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10. Survival of Representations and Warranties; Indemnification.

10.1 Survival of Representations and Warranties. Subject to Section
6.12, the representations and warranties of the parties provided for in this
Agreement shall survive the Closing for a period of six (6) months, except
representations and warranties relating to environmental matters and title to
Real Property, which representations and warranties shall be governed by Section
6.12, and to Taxes, title to Assets other than Real Property and authority,
which representations and warranties shall survive the Closing for the duration
of the applicable statute of limitations (the "Indemnity Period"). No claim for
indemnification for breach of a representation or warranty may be asserted after
the expiration of the applicable Indemnity Period; provided, that the written
assertion of any claim by a party against the other hereunder with respect to
the breach or alleged breach of any representation, warranty (or of a series of
facts which would support such breach) shall extend the Indemnity Period with
respect to such claim through the date such claim is conclusively resolved.

10.2 Indemnification.

(a) Subject to the provisions of Sections 10.1 and 10.5, Buyer
agrees to indemnify and hold harmless each Seller, after the Closing, from and
against any and all claims to the extent such claims are based upon, arise out
of or are related to (i) a breach of any representation or warranty, or any
failure to perform or comply with any of the covenants, conditions or agreements
of Buyer set forth in this Agreement or in any Related Agreement, (ii) the
assertion of any claim or legal action against such Seller by any Person or
Governmental Authority based upon, arising out of or relating to the ownership
or operation of the Assets occurring, arising or accruing after the Closing
Date, or (iii) as set forth in Section 6.17.

(b) Subject to the provisions of Sections 10.1 and 10.5, each
Seller agrees to indemnify and hold harmless Buyer, after the Closing, from and
against any and all claims to the extent such claims are based upon, arise out
of or relate to (i) a breach of any representation or warranty, or any failure
to perform or comply with any of the covenants, conditions or agreements of such
Seller set forth in this Agreement or in any Related Agreement or (ii) any
liability of such Seller arising or accruing on or prior to, or existing on, the
Closing Date, except any such liability for which an adjustment to the Purchase
Price is made pursuant to Section 3.3(a)(ii); or (iii) any obligation or
liability of such Seller not assumed by Buyer pursuant to the terms of this
Agreement.

10.3 Assertion of Claims.

(a) If Buyer, on the one hand, or any Seller, on the other
hand believes that it has a claim for indemnification, it shall notify the other
(the particular Seller, in the case of a claim against a particular Seller)
promptly in writing describing such claim with reasonable

<PAGE> 158

particularity and containing a reference to the provisions of this Agreement
under which such claim has arisen.

(b) As used in this Section 10 the word "claim" shall mean any
and all liabilities, obligations, losses, damages, deficiencies, demands,
claims, fines, penalties, interest, assessments, judgments, actions, proceedings
and suits of whatever kind and nature and all costs and expenses relating
thereto (including, without limitation, reasonable attorneys' fees incurred in
connection with the investigation or defense thereof or in asserting rights
hereunder).

(c) Neither this Section 10 nor any other provision of this
Agreement is intended to confer any third party beneficiary rights, including
but not limited to any extension of any statute of limitations pertaining to
suits, actions or proceedings brought by third parties.

10.4 Notice of and Right to Defend Third Party Claims. Promptly
upon receipt of notice of any claim or the commencement of any suit, action or
proceeding by a third party in respect of which indemnification may be sought on
account of an indemnity agreement contained in Section 10.2, the party seeking
indemnification (the "Indemnitee") shall give notice in writing to the party
from whom indemnification is sought (the "Indemnitor"). The omission by such
Indemnitee to so notify promptly such Indemnitor of any such claim or action
shall not relieve such Indemnitor from any liability which it may have to such
Indemnitee in connection therewith. In case any claim shall be asserted or suit,
action or proceeding commenced against an Indemnitee, the Indemnitor will be
entitled to participate therein, and, to the extent that it may wish, subject to
Indemnitor's written confirmation of its indemnity obligations hereunder with
respect to such claim, to assume the defense or conduct the settlement thereof.
Anything herein to the contrary notwithstanding, Indemnitor shall not be
entitled to settle any such suit, action or proceeding without Indemnitee's
consent, which consent shall be not unreasonably withheld. After notice from the
Indemnitor to the Indemnitee of its election so to assume the defense, conduct
or settlement thereof (along with its written confirmation of its indemnity
obligations), the Indemnitor will not be liable to the Indemnitee for any legal
or other expenses subsequently incurred by the Indemnitee in connection with the
defense, conduct or settlement thereof following such notice. The Indemnitee
will reasonably cooperate with the Indemnitor in connection with any such claim
assumed by the Indemnitor to make available to the Indemnitor all Persons and
all pertinent information under the Indemnitee's control.

10.5 Limitations of Liability.

(a) For purposes of this Agreement, claims for indemnification
for breach of any representation, warranty, covenant or agreement shall not take
into account, give effect to or be qualified by any considerations of
materiality or knowledge which may be expressed in such representation or
warranty.

(b) The amount of any claim indemnifiable by an Indemnitor
pursuant to Section 10.2 shall be reduced by the amount of any insurance
proceeds and the amount of any tax benefit resulting from the subject matter of
such claim received by the Indemnitee in respect of such claim.

<PAGE> 159

(c) A Seller shall not be required to indemnify Buyer under
Section 10.2(b) with respect to claims arising from breaches of such Seller's
representations or warranties hereunder, and Buyer shall not be required to
indemnify any Seller under Section 10.2(a) with respect to Claims arising from
Buyer's representations or warranties hereunder, until the aggregate amount of
all such Claims against Sellers or Buyer, as the case may be, exceeds the
aggregate amount of $350,000, in which case the indemnifying party shall be
liable for the total amount of all of such claims starting from the first
dollar.

(d) Sellers' aggregate liability to Buyer for Claims arising
from breaches of Sellers' representations and warranties hereunder shall be
limited to losses or damages not exceeding the aggregate amount of $4,250,000,
as allocated among the Sellers as set forth in Schedule 1.1A, except that such
limit shall not apply to Claims arising out of representations and warranties
relating to title to Assets other than Real Property, Taxes and authority.
Buyer's liability to Sellers for Claims arising out of breaches of its
representations and warranties hereunder shall be limited to losses or damages
not exceeding the aggregate amount of $4,250,000, which shall be allocated among
the Sellers as set forth in Schedule 1.1A.

10.6 Indemnity Escrow Agreement. At the Closing, Buyer, Sellers and
the Escrow Agent shall execute the Indemnity Agreement, in accordance with which
Buyer will deposit the Indemnity Fund with the Escrow Agent on the Closing Date
in order to provide a fund for the payment of any indemnification to which any
Buyer Indemnitee is entitled under this Section 10; provided, that at any
Seller's request, at the Closing a separate Indemnity Escrow Agreement shall be
entered into with respect to each Seller.

11. Termination.

11.1 Termination. This Agreement may be terminated prior to the
Closing only in accordance with the following:

(a) At any time by mutual consent of the Sellers and Buyer;

(b) By either Sellers or Buyer if the Closing hereunder has
not taken place on or before the Outside Closing Date other than by reason of a
breach or default of any of the covenants or agreements contained in this
Agreement by the party seeking to terminate; provided, that, either party may,
at its sole option, extend such date for an additional three (3) months if as of
such date the conditions to Closing set forth in Sections 7.3 and 8.3 shall have
not been satisfied; or

(d) By either Sellers or Buyer, if the representations and
warranties of the other party (without regard to the materiality or Material
Adverse Effect qualifiers set forth

<PAGE> 160

therein) are not true and correct in all respects (or, with respect to
representations and warranties made as of a specific date, are not true and
correct in all respects as of such date), and such failure is not cured by the
Outside Closing Date, provided that all of the representations and warranties of
the terminating party are true and correct in all respects; provided, that for
purposes of this Section 11.1(d), the representations and warranties of a party
shall be deemed true and correct in all respects to the extent that the
aggregate effect of the inaccuracies in such representations and warranties as
of the applicable times does not constitute a Material Adverse Effect;

(e) By Buyer, pursuant to Section 6.12(a), (b) or (c);

(f) By Buyer in the event that any of the following shall
occur: (i) as of the date that is one hundred twenty (120) days following the
date hereof, the Limited Partners holding forty percent (40%) or more of the
Interests of any Limited Partnership or any General Partner, as the case may be,
shall have affirmatively disapproved the transactions contemplated by this
Agreement (unless the Limited Partners holding fifty percent (50%) or more of
the Interests of such Limited Partnership or General Partner shall have approved
the transactions contemplated hereby); (ii) as of any date, the Limited Partners
holding fifty percent (50%) or more of the Interests of any Limited Partnership
or General Partner, as the case may be, shall have affirmatively disapproved the
transactions contemplated by this Agreement or approved any Acquisition
Proposal; or (iii) as of the termination of the Voting Period applicable to any
Limited Partnership or General Partner, the Limited Partner Consents of such
Limited Partnership or General Partner shall not have been obtained; provided,
however, that for purposes of clauses (i) and (ii) the percentage of Interests
disapproving the transactions contemplated by this Agreement or approving an
Acquisition Proposal shall not include any disapprovals or approvals (as the
case may be) that shall have been rescinded, revoked or otherwise withdrawn as
of the date of such termination;

(g) By Enstar IX, solely with respect to the obligations and
liabilities under this Agreement that relate to Enstar IX, in the event that (i)
the Limited Partner Consents with respect to Enstar IX are not obtained as of
the termination of the Voting Period applicable to Enstar IX or (ii) the Limited
Partners holding fifty percent (50%) or more of the Interests of Enstar IX shall
have affirmatively disapproved the transactions contemplated by this Agreement;
in the event of such termination the Purchase Price shall be reduced by the
amount allocated to Enstar IX, as set forth in Schedule 1.1A; or

(h) By Sellers, pursuant to Section 3.5.

11.2 Breakup Fee; Acquisition Proposals.

<PAGE> 161

complied with by it under this Agreement during the period prior to the first to
occur of (x) the date on which any Limited Partnership's or General Partner's
Limited Partners shall have either disapproved the transactions contemplated by
this Agreement or given their consent to an Acquisition Proposal submitted by a
third party, or (y) the first-occurring date of termination of the Voting Period
of any Limited Partnership or General Partner during which the Limited Partner
Consents for such Limited Partnership or General Partner shall not have been
obtained. Sellers shall pay the Breakup Fee to Buyer by wire transfer of
immediately available funds or by certified check (in accordance with Buyer's
written instructions) within five (5) Business Days following the date of
termination pursuant to Section 11.1(f). For purposes hereof, the "Breakup Fee"
with respect to any Seller means a pro rata portion of the aggregate amount of
$1,500,000, which shall be determined by allocating the amount of $1,500,000
among Sellers based on the allocation of the aggregate Purchase Price among
Sellers.

(b) In the event that the Closing does not occur and this
Agreement is terminated with respect to a Seller solely as a result of the
failure to satisfy the conditions to Closing set forth in Sections 7.9 and 8.6
with respect to such Seller, and within six (6) months following the termination
of the applicable Voting Period, such Seller receives an Acquisition Proposal
from a third party, which Acquisition Proposal such Seller intends to submit to
its or its General Partner's respective Limited Partners, as the case may be,
for their approval, such Seller shall notify Buyer in writing of the price and
other material terms of such Acquisition Proposal, and Buyer shall be entitled,
within five (5) Business Days of such notification, to submit a Buyer
Acquisition Proposal.

11.3 Reimbursement of Expenses. In the event that (i) this
Agreement is terminated by Buyer pursuant to Section 11.1(f), (ii) as of the
date of such termination no Limited Partnership's or General Partner's Limited
Partners shall have given their consent to an Acquisition Proposal submitted by
a third party; and (iii) Buyer shall have performed and complied in all material
respects with all covenants and agreements required to be performed or complied
with by it under this Agreement during the period prior to the first to occur of
(x) the date on which any Limited Partnership's or General Partner's Limited
Partners shall have disapproved the transactions contemplated by this Agreement,
or (y) the first-occurring date of termination of the Voting Period of any
Limited Partnership or General Partner during which the Limited Partner Consents
for such Seller shall not have been obtained, such Seller(s) or General
Partner(s) for which the Limited Partner Consents shall not have been obtained
will reimburse Buyer for Buyer's actual out-of-pocket costs and expenses
incurred in connection with the negotiation and performance of this Agreement;
provided, however, that if Buyer shall consummate this Agreement with those
Seller(s) for which the Limited Partner Consents shall have been obtained, such
reimbursement shall be reduced by the amount of such costs and expenses
allocated to the consummating Sellers based on the allocation of the aggregate
Purchase Price among Sellers.

11.4 Surviving Obligations. In the event of termination of this
Agreement by either Buyer, Sellers or Enstar IX pursuant to this Section 11,
prompt written notice thereof shall be given to the other party or parties; and
this Agreement shall terminate (or shall terminate solely with respect to Enstar
IX, in the case of termination pursuant to Section 11.1(g)) without further
action by any of the parties hereto, and all obligations of the parties
hereunder with respect to

<PAGE> 162

which this Agreement is terminated shall terminate, except for the obligations
set forth in Sections 4.19, 6.4, 11.2, 11.3, 11.5, 12 and 21.

11.5 Attorney's Fees. Notwithstanding any provision in this
Agreement that may limit or qualify a party's remedies, in the event of a
default by any party that results in a lawsuit or other proceeding for any
remedy available under this Agreement, the prevailing party shall be entitled to
reimbursement from the defaulting party of its reasonable legal fees and
expenses.

12. Expenses.

13. Entire Agreement.

14. Parties Obligated and Benefited.

Subject to the limitations set forth below, this Agreement will be
binding upon the parties and their respective assigns and successors in interest
and will inure solely to the benefit of the parties and their respective assigns
and successors in interest, and no other Person will be entitled to any of the
benefits conferred by this Agreement. Without the prior written consent of the
other parties, no party will assign any of its rights under this Agreement or
delegate any of its duties under this Agreement. Notwithstanding the foregoing,
Buyer shall have the right, without Sellers' prior consent, (i) to assign this
Agreement to any Affiliate of Buyer, and (ii) to assign this Agreement, insofar
as it relates solely to Enstar IX, to any third party, other than any assignment
described in clause (i) or (ii) that is reasonably expected to cause a delay of
the consummation of the transactions contemplated by this Agreement; provided,
that in the event of any such assignment described in clause (i) or (ii) Buyer
shall remain liable for payment of the full Purchase Price as provided in this
Agreement.

15. Notices.

45
<PAGE> 163

If to any Seller: Enstar Communications Corporation
12444 Powerscourt Drive
St. Louis, MO 63131
Telephone: (314) 965-0555
Telecopy: (314) 965-0571
Attention: Ralph G. Kelly, Senior Vice President - Treasurer

with a copy to: Curtis S. Shaw, Esq., Senior Vice President,
General Counsel & Secretary

With a copy to: Baer Marks & Upham LLP
805 Third Avenue
New York, NY 10022
Telephone: (212) 702-5700
Telecopy: (212) 702-5941
Attention: Stanley E. Bloch, Esq.

and

If to Buyer: Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania 18201-3421
Telephone: (570) 455-4251
Telecopy: (570) 459-0963
Attention: Terrence J. Herron, Vice President

With a copy to: Dow Lohnes & Albertson, PLLC
1200 New Hampshire Ave, N.W.
Suite 800
Washington, D.C. 20036-6802
Telephone: (202) 776-2000
Telecopy: (202) 776-2222
Attention: John H. Pomeroy, Esq.

or at such other address or addresses as may have been furnished in writing by
any party to the others in accordance with the provisions of this Section 15.

<PAGE> 164

16. Amendments and Waivers.

Except as otherwise expressly set forth in this Agreement, any term of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of Sellers and
Buyer. Any amendment or waiver effected in accordance with this Section 16 shall
be binding upon each party. No waivers of or exceptions to any term, condition
or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

17. Severability.

18. Section Headings and Terms.

The section headings in this Agreement are for convenience and
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

19. Counterparts.

20. Governing Law; Consent in Jurisdiction.

This Agreement shall be governed by and construed and enforced in
accordance with the law (without giving effect to the law governing the
principles of conflicts of law) of the State of New York. Any action to enforce,
arising out of, or relating in any way to, any of the provisions of this
Agreement may be brought and prosecuted in any such court or courts located
within the State of New York as is prohibited by law, and the parties consent to
the jurisdiction of said court or courts located within the State of New York
and to service of process by registered mail, return receipt requested, or by
any other manner provided by law. Each party hereto agrees not to assert, by way
of motion, as a defense or otherwise, in any such action, suit or proceeding any
claim that it is not subject personally to the jurisdiction of such court, that
the action, suit or proceeding is brought in an inconvenient forum, that the
venue of the action, suit or proceeding is improper or that this Agreement, or
any other agreement or transaction related hereto or the subject matter thereof
or thereof may not be enforced in or by such court.

<PAGE> 165

21. Specific Performance.

48
<PAGE> 166

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

BUYER:

MULTIMEDIA ACQUISITION CORP.

By: \s\ Terrence J. Herron
---------------------------------------------
Name: Terrence J. Herron
Title: Vice President

SELLERS:

ENSTAR INCOME PROGRAM II-1, L.P.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR INCOME PROGRAM II-2, L.P.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR INCOME PROGRAM IV-3, L.P.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

<PAGE> 167

ENSTAR INCOME/GROWTH PROGRAM
SIX-A, L.P.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR IX, LTD.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR XI, LTD.

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
----------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR IV/PBD SYSTEMS VENTURE

By: Enstar Income Program IV-I, L.P., General
Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

<PAGE> 168

By: Enstar Income Program IV-2, L.P., General
Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

ENSTAR CABLE OF CUMBERLAND VALLEY

By: Enstar Income Growth Program Five-A,
L.P., General Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

By: Enstar Income Growth Program Five-B,
L.P., General Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

<PAGE> 169

ENSTAR CABLE OF MACOUPIN COUNTY

By: Enstar Income Program IV-I, L.P.,
General Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

By: Enstar Income Program IV-2, L.P.,
General Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

By: Enstar Income Program IV-3, L.P.,
General Partner

By: Enstar Communications Corporation,
its General Partner

By: \s\ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President

Solely for purposes of Sections 6.6(d) and 6.15:

CHARTER COMMUNICATIONS, INC.

By: \s\ Marcy Lifton
---------------------------------------------
Name: Marcy Lifton
Title: Vice President

<PAGE> 170

CONSENT SOLICITATION BY THE GENERAL PARTNER OF

ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

CONSENT CARD

The undersigned record owner (the "Unitholder") of limited partnership units
(the "Units") of Enstar Income/Growth Program Six-A, L.P. (the "Partnership")
hereby specifies that all of the Units of the Partnership that the Unitholder is
entitled to vote shall be voted as follows:

AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT, IN EACH CASE APPROVAL
SHALL BE DEEMED TO INCLUDE SUCH NON-MATERIAL MODIFICATIONS AS ENSTAR
COMMUNICATIONS CORPORATION, AS THE GENERAL PARTNER OF THE PARTNERSHIP, MAY IN
ITS SOLE DISCRETION DETERMINE.

IF NO SPECIFICATION IS MADE WITH RESPECT TO THE VOTING ON THE LIQUIDATION
PLAN, THIS CONSENT CARD WILL BE TREATED AS VOTING TO APPROVE THE LIQUIDATION
PLAN.

To carry out and complete the Liquidation Plan, as set forth in the
Partnership's consent solicitation statement dated November , 2000 (the
"Consent Statement") by:

(I) Selling all of the Partnership's cable television systems to Multimedia
Acquisition Corp., pursuant to those agreements between the parties
dated as of June 21, 2000 and August 8, 2000; and

(II) Terminating and dissolving the Partnership.

<TABLE>
<S> <C> <C>
APPROVE DISAPPROVE ABSTAIN

/ / / / / /
</TABLE>

(Please date and sign on other side)
<PAGE> 171

(Continued from other side)

The undersigned hereby acknowledges receipt of the Consent Statement.

The undersigned hereby revokes any prior authorization to vote the Units of the
Partnership heretofore given by the undersigned to any person.

Dated

----------------------------------- ,
2000

-----------------------------------
(Unitholder's Signature)

Please date, and sign exactly as
name appears on this consent card,
and promptly return in the enclosed
envelope. When signing as guardian,
executor, administrator, attorney,
trustee, custodian, or in any other
similar capacity, please give full
title. If a corporation, sign in
full corporate name by president or
other authorized officer, giving
title and affixing corporate seal.
If a partnership or limited
liability company, sign in the
partnership/ limited liability
company name, as the case may be,
by a duly authorized person. In the
case of joint ownership, each joint
owner must sign.