<PAGE>
 
                     CABLE TELEVISION FRANCHISE AGREEMENT


                       Village of Park Forest, Illinois
                                      And
                           Cable TV Fund 12-A, Ltd.
                                     d/b/a
                            Jones Intercable, Inc.

                                August 26, 1996


                              Exhibit 10.1.10 to
                              Cable TV Fund 12-A
<PAGE>
 
                                 [BLANK PAGE]
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
SECTION  SECTION TITLE                                     PAGE
-------  -------------                                     ----
<C>      <S>                                               <C>
1        DEFINITIONS                                       1
2        GRANT OF NON-EXCLUSIVE FRANCHISE                  8
3        TERM OF AGREEMENT                                 8
4        ACCEPTANCE OF FRANCHISE                           9
5        SERVICE AREA COVERED BY FRANCHISE AGREEMENT       12
6        RETRANSMISSION OF SIGNALS WITHIN A STRUCTURE      12
7        CABLE SYSTEM                                      12
8        CONSTRUCTION STANDARDS                            15
9        INSTITUTIONAL NETWORK                             18
10       CUSTOMER SERVICE                                  18
11       RATE REGULATION                                   18
12       FRANCHISE FEES                                    19
13       FRANCHISE FEE AUDITS OR AGREED-UPON
         PROCEDURES                                        20
14       SECURITY FUND; PERFORMANCE BOND                   20
15       DAMAGES AND DEFENSE                               23
16       LIABILITY INSURANCE AND INDEMNIFICATION           23
17       LIQUIDATED DAMAGES                                24
18       PROGRAMMING SERVICES                              27
19       PUBLIC, EDUCATIONAL, AND GOVERNMENTAL ACCESS      28
20       LEASED ACCESS CHANNELS                            30
</TABLE>
<PAGE>
 
                         TABLE OF CONTENTS (CONTINUED)
                         ----------------------------
<TABLE>
<CAPTION>
SECTION  SECTION TITLE                                   PAGE
-------  -------------                                   ----
<C>      <S>                                         <C>
21       LOCAL ORIGINATION PROGRAMMING                   30   
22       SERVICES TO SCHOOLS AND GOVERNMENT BUILDINGS    32   
23       EMERGENCY OVERRIDE                              32   
24       MODIFICATIONS TO COMMUNICATIONS AND CABLE            
         ACTS                                            33   
25       REVOCATION                                      33   
26       RIGHTS AND REMEDIES                             34   
27       RIGHTS AND POWERS RESERVED BY VILLAGE           34   
28       SERVICE OF NOTICE                               35   
29       ORAL MODIFICATION                               35   
30       SEVERABILITY                                    36   
31       ENTIRE CONTRACT                                 36   
32       OBLIGATIONS TO CONTINUE THROUGHOUT TERM         36   
33       FRANCHISE VALIDITY                              36   
34       HEADINGS                                        36   
35       GOVERNING LAW                                   36   
</TABLE>
         MAP OF CORPORATE LIMITS                   
         VILLAGE OF PARK FOREST                      APPENDIX A
                                                  
         LISTING OF SCHOOLS, LOCAL INSTITUTIONS,   
         AND GOVERNMENT BUILDINGS TO BE PROVIDED   
         SUBSCRIBER NETWORK CABLE SERVICE IN       
         ACCORDANCE WITH THE PRIOR FRANCHISE       
         AGREEMENT                                   APPENDIX B
<PAGE>
 
SECTION 1: DEFINITIONS
----------------------

For the purposes of this Section, the following phrases, terms, words, and their
derivations shall have the meaning as stated herein. When not inconsistent with
the context, words in the present tense shall include the future, words
indicating a plural number shall include the singular number and words in the
singular number include the plural number. The word "shall" and "will" are
mandatory, and not directory. The word "may" is permissive. Words not defined
shall be given their common and ordinary meaning. Unless a section provides
otherwise, references to statutory enactments shall include any and all
amendments thereto and any successor provisions. All capitalized words defined
herein, and all other capitalized words utilized within this Agreement, shall
have the meaning ascribed to them in the Cable Act unless said terms are not
defined in the Cable Act, whereupon the definition shall be controlled by this
Agreement. For the purpose of this Franchise Agreement, the terms in the
Franchise Agreement shall prevail where there is a conflict between the
Ordinance and the Cable Act. Where the Franchise Agreement is silent, the terms
of the Ordinance and the Cable Act shall control.

ACT (also CABLE ACT): Shall mean the Communications Act of 1934, the Cable
                      Communications Policy Act of 1984, the Cable Consumer
                      Protection and Competition Act of 1992 (47 USC 521 et.
                      seq.) and the Telecommunications Act of 1996, as now or
                      hereinafter amended.


BASIC SERVICE:        Shall consist of all signals carried in fulfillment of the
                      provisions of Sections 614 and 615 of the Communications
                      Act of 1934, as amended, any Public, Educational, and
                      Governmental Access programming required by the Franchise
                      of the Cable System to be provided to Subscribers, and any
                      signal of any television broadcast station that is
                      provided by the Cable Operator to any Subscriber, except a
                      signal which is secondarily transmitted by a satellite
                      carrier beyond the local service area of such station.
                      Basic Service may also include any additional video
                      programming signals or services provided by the Cable
                      Operator to the basic service tier.

BOARD OF TRUSTEES:    Means the governing body of the Village or any successors
                      to the legislative powers of said body (also referred to
                      as BOARD).

                                       1
<PAGE>
 
CABLE OPERATOR:       Any Person or Persons, including corporations,
                      partnerships, and joint ventures, who provide cable
                      programming services through means of a Cable System and
                      who own a significant interest in the Cable System, or any
                      Person or Persons, who manage, control, coordinate, or
                      direct the operations of a Cable System.

CABLE SERVICE:        The one-way transmission to Subscribers of video
                      programming or other programming service, and Subscriber
                      interaction, if any, which is required for the selection
                      of such video programming or other programming service.

CABLE SYSTEM:         The system of antennas, cables, wires, lines, towers,
                      waveguides, laser beams, satellite uplinks, microwave
                      links, or other conductors, converters, amplifiers,
                      Headend equipment, master controls, earth stations,
                      equipment and facilities, designed, wired, and constructed
                      for the purpose of producing, receiving, transmitting,
                      amplifying storing, processing, or distributing by coaxial
                      cable, fiberoptics, fiber distributed data interference
                      (FDDI), microwave, data, or other means, audio, video,
                      data, and other forms of electronic or electrical signals
                      within the Village other than those communication units
                      which are solely wired on private property. A Cable System
                      shall also mean a facility as described above which is
                      located within the corporate limits of the Village
                      regardless of the location of the headend feeding such
                      system is located within the corporate limits of the
                      Village.

CHANNEL:              A band of frequencies which constitutes the standards
                      definition of a Channel by the National Television System
                      Committee (NTSC), which is capable of carrying audio,
                      video, voice, data, multimedia, and encrypted information
                      signals.

CONVERTER:            A device which may be provided by the Cable Operator to
                      Subscribers for the purpose of changing the frequency of
                      midband, superband, or hyperband signals to a suitable
                      Channel or Channels which the television receiver is able
                      to deliver at designated dial locations.

DWELLING UNIT:        Shall mean a single-family or multiple-family residential,
                      commercial or industrial place of occupancy.

                                       2
<PAGE>
 
EDUCATIONAL
ACCESS CHANNEL:       Shall mean a Channel or Channels set aside and so
                      designated for the use of Schools and related educational
                      institutions, including facilities and equipment for the
                      use of such Channel, as specified by the Franchising
                      Authority.

FCC:                  Shall mean the Federal Communications Commission and any
                      legally constituted regulatory body, or agency, or
                      successor.

FRANCHISE:            Shall mean the nonexclusive right and privilege granted
                      through the authority of a Franchise Agreement between the
                      Village and any Grantee hereunder which allows the Grantee
                      to own, operate, construct, reconstruct, dismantle, test,
                      use, and maintain a Cable System within the corporate
                      boundaries of the Village, or within specified areas of
                      the Village.

FRANCHISE AREA:       The area within the corporate boundaries or jurisdiction
                      of the Village of Park Forest which is subject to the
                      terms and conditions granted under the Village's cable
                      television franchise.


FRANCHISE FEE:        Shall include any assessment imposed herein by the Village
                      on a Grantee solely because of its status as a Grantee.
                      The term "Franchise Fee" does not include any tax, fee, or
                      assessment of general applicability (including any such
                      tax, fee, or assessment imposed on both utilities and
                      Cable Operators or their services), but not including a
                      tax, fee, or assessment which is unduly discriminatory
                      against the Grantee or cable Subscribers; capital costs
                      which are required by the Franchise to be incurred by
                      Grantee for the establishment and operation of Public,
                      Educational, or Governmental Access facilities;
                      requirements or charges incidental to the awarding,
                      reviewing, enforcing, or transferring of the Franchise,
                      including payments for professional, legal, or technical
                      assistance, bonds, security funds, letters of credit,
                      insurance, indemnification, penalties, or liquidated
                      damages; any fee imposed under Title 17, U.S. Code.

FRANCHISING
AUTHORITY:            Shall mean the Municipal Authority of the Village of Park
                      Forest, or its Mayor or his designee or any of its
                      designated municipal officers or staff having
                      responsibility over the supervision of the Village's cable
                      television franchise.

                                       3
<PAGE>
 
GOVERNMENTAL
ACCESS CHANNEL:       Shall mean a Channel or Channels set aside and so
                      designated for the use of the Village of Park Forest,
                      including facilities and equipment for the use of such
                      Channel, as specified by the Franchising Authority.

GRANTEE:              Shall mean Cable TV Fund 12-A, Ltd. doing business as
                      Jones Intercable, or any Person(s), including
                      corporations, partnerships, associations, joint ventures,
                      or organizations of any type and its agents,
                      representatives, employees, subsidiaries, assignees,
                      transferees or lawful successors having any rights,
                      powers, privileges, duties, liabilities or obligations
                      under this Section and also includes all persons having or
                      claiming any title to or interest in the Cable System,
                      whether by reason of the Franchise itself directly or by
                      interest in a subsidiary, parent, or affiliate company,
                      association, or organization, or by any subcontract,
                      transfer, assignment, management agreement or operating
                      agreement, or an approved assignment or transfer resulting
                      from a foreclosure of a mortgage security agreement, or
                      whether otherwise arising or created.

GRANTOR:              The Village of Park Forest, Illinois.

GROSS REVENUES:       Shall mean all cash, credits, property of any kind or
                      nature or other consideration derived directly or
                      indirectly by a Grantee, its affiliates, subsidiaries,
                      transferees, assignees, or any other person in which the
                      Grantee has a financial interest, arising from or
                      attributable to the sale or exchange of cable services by
                      Grantee within the Village, including but not limited to,
                      monthly fees charged Subscribers for Basic Service,
                      monthly fees charged Subscribers for any optional Cable
                      Service; monthly fees charged Subscribers for any tier of
                      service other than Basic Service; Installation,
                      disconnection and re-connection fees; leased Channel fees;
                      fees, payments or other consideration received from
                      programmers; Converter rentals or sales; advertising
                      revenues; revenues from home shopping Channels; revenues
                      from the sale, exchange, or cablecast of any programming
                      developed on or for community service Channels or
                      institutional users of the Cable System. This sum shall be
                      the basis for computing the fee imposed pursuant to
                      Section 12.1(A)-(B) hereof.


                                       4
<PAGE>
 
GROSS REVENUES  
(continued):          This sum shall not include any taxes on services furnished
                      by Grantee which are levied directly upon any Subscriber
                      or User by the State of Illinois, Cook and/or Will County,
                      the Village, or any other governmental unit which is
                      collected by Grantee on behalf of such governmental unit,
                      or revenue derived from a similar service that is
                      regulated exclusively at the state or federal level when
                      said service is a common carrier or utility service not
                      subject to regulation.

HEADEND:              The control center of a cable television system, where
                      incoming signals are amplified, converted, processed, and
                      combined into a common cable along with any origination
                      cablecasting, for transmission to Subscribers. Headend
                      usually includes antennas, preamplifiers, frequency
                      converters, demodulators, processors, and other related
                      equipment.

INSTALLATION:         Shall mean the connection between Subscriber Drop cable to
                      Subscribers' terminals.

INTERACTIVE ON-
DEMAND SERVICES:      A service providing video programming to Subscribers over
                      switched networks on an on-demand, point-to-point basis,
                      but does not include services providing video programming
                      prescheduled by the programming provider.

INTERACTIVE
SYSTEM:               A two-way Cable System that provides a Subscriber with the
                      ability to enter commands or responses on an in-home
                      terminal and general responses or stimuli at a remote
                      location.

LEASED ACCESS
CHANNEL:              A cable television Channel or Channels, including input
                      facilities and equipment, specifically designated for
                      public, non-profit, or private entity broadcasting which
                      is provided by means of a lease arrangement for cablecast
                      airtime between the Cable Operator and the Lessee. Shall
                      include without limitation all use pursuant to Section 612
                      of the Act (47 USC 532).

LOCAL ORIGINATION
CHANNEL:              A Channel providing programs that are produced by the
                      Cable Operator rather than those received from television
                      broadcast stations or pay Channel distributors and other
                      than those produced on Public, Educational, and
                      Governmental Channels.


                                       5
<PAGE>
 
MATERIAL BREACH:      Any substantial deviation from the terms and conditions of
                      this Franchise, including, but not limited to, one or more
                      causes for revocation as described in the Franchise
                      Ordinance.

MODIFICATION
AGREEMENT:            Shall mean any agreement of modification and amendment to
                      the Franchise Agreement entered into and between the
                      Grantee and the Village and made a part of the Franchise
                      Agreement.

ORDINANCE:            Shall mean the Village of Park Forest Cable Communications
                      Ordinance, as may be amended from time to time.

PAY-PER-VIEW:         A usage-based fee structure used for cable television
                      programming in which the Subscriber is charged a price for
                      individual programs requested.

PERSON:               Shall mean any individual, firm, corporation, company,
                      partnership, association, joint venture, trust, or
                      organization of any kind and the lawful trustee,
                      successor, transferee, assignee, or personal
                      representative thereof.

PUBLIC ACCESS
CHANNEL:              A cable television Channel or Channels specifically
                      designated as a non-commercial Public Access Channel
                      available on a first-come, non-discriminatory basis,
                      including facilities and equipment for such use. Shall
                      include without limitation all use pursuant to Sections
                      611 and 612 of the Act (47 USC 531, 47 USC 532).

PUBLIC STREET:        Shall mean the surface and the space above and below the
                      surface of any public street, road, highway, lane, path,
                      alley, court, boulevard, drive, avenue, parkway, driveway,
                      or bridge, now or hereafter held by the Village which
                      shall entitle the Village and the Grantee to the use
                      thereof for the purpose of erecting, installing, and
                      maintaining the Grantee's Cable System.

PUBLIC WAY:           Shall mean the surface and the space above and below any
                      conduit, tunnel, park, square, waterways, utility
                      easements, or other public right-of-way now or hereafter
                      held by the Village which shall entitle the Village and
                      the Grantee to the use thereof for the purpose of
                      erecting, installing, and maintaining the Grantee's Cable
                      System.


                                       6
<PAGE>
 
SCHOOLS:              Any public or private elementary School, secondary
                      Schools, junior college, or university which conducts
                      classes or provides instruction services which has been
                      granted a certificate of recognition by the State of
                      Illinois.

SHALL AND MUST:       Each is mandatory.

SUBSCRIBER:           Shall mean any Person, firm, company, corporation, or
                      association who legally receives one or more of the
                      services provided by the Grantee's Cable System under the
                      schedule of charges filed with and approved by the
                      Village, and does not further distribute such services.

SUBSCRIBER DROP:      A cable which connects the tap or coupler of a feeder
                      cable to Subscriber's premises and television set.

USER:                 A Person utilizing a Channel or Channels for purposes of
                      production and/or transmission of material, as contrasted
                      with receipt in a Subscriber capacity.

VERTICAL BLANKING
INTERVAL:             The unused lines in each field of a television signal
                      (seen as a thick band when the television picture rolls
                      over, usually at the beginning of each field), that
                      instruct the television receiver to prepare for reception
                      of the next field. Some of these lines may be used for
                      teletext and captioning or maintain specialized test
                      signals.

VILLAGE:              Means the Village of Park Forest, State of Illinois, its
                      officers and employees unless otherwise specifically
                      designated, and all the area within the territorial limits
                      of the Village, its future corporate boundaries and
                      including any area over which the Village exercises its
                      jurisdiction.


                                       7
<PAGE>
 
SECTION 2: GRANT OF NON-EXCLUSIVE FRANCHISE 
-------------------------------------------

     Section 2.1: Grant of Operation
     -------------------------------

     The Village of Park Forest hereby grants to Grantee the non-exclusive right
     and privilege to construct, erect, operate, and maintain in, upon, along,
     across, over and under Public Ways, Public Streets and public places now
     laid out or dedicated, and all extensions thereof and thereto, in the
     Village, poles, wires, cables, underground conduits, manholes, and other
     television conductors, and fixtures or appurtenances necessary for the
     maintenance and operation of a Cable System for the interception,
     production, sale, and distribution of audio, video, data, voice, and radio
     signals.

     Section 2.2: Right of Village to Grant Other Franchises
     -------------------------------------------------------

     Nothing in this Franchise Agreement shall affect the right of the
     Franchising Authority to grant to any other Person a Franchise or right to
     occupy and use the Public Streets, Public Ways or public places or any part
     thereof for the erection, installation, construction, reconstruction,
     operation, maintenance, dismantling, testing, or repair or use of their
     Cable System within the Village of Park Forest.

     Section 2.3: Limitations on Liability
     -------------------------------------

     The limitations on the liability of the Village or any official, member,
     employee, or agent of the Village shall be governed by the provisions of
     Section 635 (A) of the Cable Act (47 U.S.C. (S) 555a).

     Section 2.4: Compliance With Franchise Ordinance
     ------------------------------------------------

     Having fully examined all of the provisions of the Franchise Ordinance,
     which is regulatory in nature, and not contractual, Grantee hereby accepts
     the award of the non-exclusive Franchise and expressly promises and agrees
     to comply in all respects with every provision of the Franchise Ordinance
     as it now exists or is hereafter amended or supplemented in accordance with
     legal authority, where the provisions are not inconsistent with nor
     substantially alter the provisions of this Franchise Agreement.

SECTION 3: TERM OF AGREEMENT 
---------------------------- 

     Section 3.1: Effective Date
     ---------------------------

     The Agreement and the Franchise granted hereunder shall become effective
     upon execution, establishment, and delivery of the Security Fund and
     certificates of insurance as hereinafter provided for in Sections 14 and 16
     of this Agreement.

                                       8
<PAGE>
 
     Section 3.2: Term of Agreement
     ------------------------------

     The grant of this Franchise shall be for a term of three (3) years and one
     (1) day beginning on August 30, 1996.

     Section 3.3: Breach of Franchise
     --------------------------------

     The Franchise Agreement may be terminated for Material Breach of any term
     or condition hereof or for violations of any material provision of this
     Agreement, as provided for in Section 25 of this Agreement.

SECTION 4: ACCEPTANCE OF FRANCHISE
----------------------------------

     Section 4.1: Binding Agreement of Terms and Conditions
     ------------------------------------------------------

     The Village and Grantee agree to be bound by, and to timely and fully
     perform and fulfill all of the terms, conditions, inducements, offers,
     promises, provisions, and representations of this Franchise Agreement.
     Anything contained herein to the contrary notwithstanding, all provisions
     of this Agreement shall be binding upon the Grantee, its successors,
     lessees, delegees, or assignees.

     Section 4.2: Acceptance of Power and Authority of Village
     ---------------------------------------------------------

     The Grantee expressly acknowledges that in accepting the Franchise it has
     relied upon its own investigation and understanding of the power and
     authority of the Village to grant this Franchise.

     Section 4.3: Filing of Franchise Agreement
     ------------------------------------------

     A fully executed copy of the Franchise Agreement shall be filed for record
     in the Office of the Village Clerk within thirty (30) days after the same
     is approved. The recorded copies of such acceptance shall be obtained and
     preserved by the Village Clerk. If one or both of the aforementioned fully
     executed copies of the Agreement are not filed or deposited as required,
     the Agreement shall not take effect but shall be null and void until said
     copy or copies are filed or deposited with the Franchising Authority and/or
     the Village Clerk.


                                       9
<PAGE>
 
     Section 4.4: Previous Rights Abandoned
     --------------------------------------

     This Franchise shall be in lieu of any and all other previous rights,
     privileges, powers, immunities, and authorities owned, possessed,
     controlled, or exercisable by the Grantee or any successor pertaining to
     the construction, operation, or maintenance of a Cable System in the
     Village. The acceptance of the Franchise shall operate, as between Grantee
     and the Franchising Authority, as an abandonment of any and all such
     rights, privileges, powers, immunities, and authorities within the Village.

     Section 4.5: Regulatory Authority
     ---------------------------------

     Grantee agrees that it is and shall be subject to the regulatory authority
     of the Village as set forth in this Franchise Agreement and as the
     Franchise Agreement may from time to time be supplemented or amended
     pursuant to agreement of the parties and by applicable law.

     Section 4.6: Transfers of Ownership
     -----------------------------------
 
     The transfer, delegation, or assignment of ownership of the Cable System
     and Franchise shall be conducted in accordance with Section 9.1 et. seq. of
     the Park Forest Cable Communications Ordinance. Such transfer, delegation,
     or assignment of ownership shall not be granted without the prior written
     consent of the Franchising Authority as expressed in the form of a
     resolution by the Village Board. Such consent shall not be withheld by the
     Village Board without showing of cause. The procedures for examination of a
     transfer, delegation, or assignment of ownership shall be effective where
     five (5) percent or more of the ownership of the Cable System is proposed
     for transfer, delegation, or assignment to a Person or group of Persons as
     defined herein, none of whom owned or controlled five (5) percent of more
     of such right of control, singularly or collectively, on the effective date
     of this Franchise.

     Section 4.7: Compliance With Laws, Rules, and Regulations
     ---------------------------------------------------------
  
     In the event any valid law, rule or regulation of any federal and state
     governing authority or agency having jurisdiction, including but not
     limited to, the Federal Communications Commission or its designated
     successor, contravenes the provision of this Agreement subsequent to its
     adoption; then the provisions hereof shall be superseded by any such valid
     law, rule, regulation, to the extent that the provisions hereof are in
     conflict and contrary to any such rule, law, or regulation.

                                      10
<PAGE>
 
     Section 4.8:  Fee for Professional Services Pertaining to Franchise 
     -------------------------------------------------------------------
                   Renewal or Transfer
                   -------------------

     The Grantee shall provide to the Franchising Authority with the executed
     acceptance of the renewed Franchise, a non-refundable fee of $28,570.32
     shall be applied to solely defray costs incurred by the Franchising
     Authority for professional services and staff time incurred through this
     Franchise renewal process. In the event of a transfer, delegation, or
     assignation of ownership, the Grantee shall pay for all costs incurred by
     the Franchising Authority for professional services and staff time for the
     Franchise transfer, delegation, or assignment process.

     Section 4.9: Illegal or Wrongful Conduct; Inducements
     -----------------------------------------------------

     Grantee represents, warrants, and guarantees that neither it, nor its
     representatives or agents have committed any illegal acts or engaged in any
     wrongful or illicit conduct contrary to, or in violation of any federal,
     state, or local law or regulation in connection with the obtaining of the
     Franchise. The Grantee by acceptance of this Franchise acknowledges that it
     has not been induced to enter into this Franchise by any understanding or
     promise or other statement, whether verbal or written, by or on behalf of
     the Village concerning any term or condition of this Franchise that is not
     included in this Agreement.

     Section 4.10: Further Representations of Grantee
     ------------------------------------------------

     The Grantee further warrants and represents as follows:

     A.  That Grantee is a Colorado partnership authorized to do business in the
         State of Illinois, in good standing and has full legal right and
         authority to enter into and fully execute and perform the terms of this
         Franchise Agreement;

     B.  That all corporate action required to authorize the acceptance of this
         Franchise Agreement, and execution and delivery of this Franchise
         Agreement and all other documents to be executed and/or delivered by
         the Grantee pursuant to this Franchise Agreement, and to authorize the
         performance by the Grantee of all its obligations under this Franchise
         Agreement have been validly and duly acted on and are in force and
         effect; and

     C.  That the Franchise Agreement and all other documents executed and/or
         delivered by the Grantee have been duly accepted and executed; and

     D.  That the Grantee has the financial, legal, technical, and construction
         capability to operate and maintain the Cable System pursuant to the
         terms and conditions of this Franchise Agreement.


                                      11
<PAGE>
 
     Section 4.11: Grantee's Authorized Agent
             --------------------------------

     For purposes of this Franchise Agreement, Grantee authorizes and appoints
     the General Manager, Cable TV Fund 12-A. Ltd., d/b/a Jones Intercable,
         ------------------------------------------------------------------
     Inc., with offices located at 4331 West Lincoln Highway, Matteson, Illinois
     -----                         ---------------------------------------------
     60443, to act as its registered agent, and represents to the Franchising
     -----
     Authority that such agent is authorized to accept notice and service on its
     behalf.

SECTION 5: SERVICE AREA COVERED BY FRANCHISE AGREEMENT
------------------------------------------------------

     Section 5.1: Privilege to Operate Within Municipal Corporate Limits
     -------------------------------------------------------------------

     The Franchising Authority hereby extends to the Grantee the privilege of
     operating the Cable System within the corporate limits of the Village as
     now or in the future may exist as shown on the map found in Appendix A

SECTION 6: RETRANSMISSION OF SIGNALS WITHIN A STRUCTURE
-------------------------------------------------------

     Installation or Subscriber use of Cable System service which involves the
     retransmission of the signal or signals to multiple reception points within
     a structure shall be negotiated between the Grantee and the owner of the
     structure.

SECTION 7: CABLE SYSTEM
-----------------------

     Section 7.1: Cable System Channel Capacity
     ------------------------------------------

     A.   Grantee shall continue to provide a dual-trunk system, with each trunk
          capable of carrying fifty-four (54) NTSC uncompressed analog channels
          of television width. The Cable System shall have the capacity to
          originate programming at points other than the System's Headend. Where
          technically feasible, Grantee may add an additional number of Channels
          to the Cable System at any time during the life of this Franchise.

     B.   Grantee may begin to add Channels to the Cable System within the first
          year after the Franchise Agreement is signed. Thereafter, the Grantee
          shall meet with the Franchising Authority on an informal basis to
          discuss planned Channel additions.

     C.   Grantee shall provide to all of its Subscribers all components of the
          television signal (video and audio) including, but not limited to,
          subcarriers and information in the Vertical Blanking Interval to the
          extent that such subcarriers and other Vertical Blanking Interval data
          are intended by the programmer or broadcaster for general reception
          to the public without a fee.



                                       12
<PAGE>
 
Section 7.2: Channel Capacity
-----------------------------

Grantee shall provide a system with Channel capacity and technical features that
it is providing as of the date of this Agreement.

Section 7.3: Force Majeure
--------------------------

No penalties of any kind shall be imposed against the Grantee for delays in
completing repair, maintenance, or construction of the Cable System when such
delays are caused by the following: war, riot, insurrection, rebellion, strike,
lockout, unavoidable casualty or damage to personnel, materials, or equipment,
fire, flood, storm, earthquake, tornado, orders of a court of competent
jurisdiction, any act of God, failure of a utility provider to provide pole
attachments on reasonable terms or conditions therefore, vendor caused equipment
delays, and any cause beyond the control of Grantee. In the case of a vendor
caused equipment delay, the burden of proof will be on the Grantee to show that
the delay was solely the fault of the vendor and that the vendor was an
established equipment provider at the time the order was placed.

Section 7.4: Continuous and Uninterrupted Service
-------------------------------------------------

During such times when the Cable System is undergoing maintenance or
construction, the Grantee shall conduct construction activities in such manner
that all Subscribers may reasonably receive continuous, uninterrupted service,
except in the case of an emergency. In the event that it is necessary for the
Grantee to interrupt Subscriber service for a period longer than three (3) hours
in any part of the Village, the Franchising Authority shall be notified prior to
the interruption. Any interrupted service shall be subject to the provisions of
this Franchise Agreement.

Section 7.5: Extension of Service
---------------------------------

Grantee shall make available the services of the Cable System to local
businesses. Where a building housing one or more businesses, or multiple
buildings housing businesses are not contiguous to residential Dwelling Units,
Grantee shall provide service to such building or buildings if they are located
one hundred twenty-five (125) feet or less from a terminating point along a
trunk, node, or feeder of the Cable System. If said building or buildings are
located more than one hundred twenty-five (125) feet from a terminating point
along a Cable System trunk, node, or feeder, Grantee may voluntarily provide
service to a business or businesses for an amount not to exceed the cost of
construction of said portion of the system.

                                      13
<PAGE>
 
In the event that the Grantee should provide service to other businesses or
residential Dwelling Units extending from the system constructed for the initial
business unit or units, Grantee shall refund fifty (50) percent of the sum
charged to the initial business unit or units within six (6) months of the
initial provision of service to other businesses or residential Dwelling Units.

Section 7.6: Periodic System Testing
------------------------------------

A.   Grantee shall comply with all Cable System testing regulations for video
     and audio signal quality, and signal leakage as specified in Title 47,
     Section 76, Subpart K of the Code of Federal Regulations. Grantee shall
     maintain periodic testing throughout the life of the Franchise. In
     conducting video and audio signal testing, Grantee shall follow testing
     procedures set forth by the FCC.

B.   The Franchising Authority may conduct additional tests of the Cable
     System's technical specifications as a part of a Franchise evaluation, or
     upon the reasonable notice to the Grantee, so long as such tests do not
     unreasonably interfere with Grantee's operation of the Cable System. If a
     material deficiency is found or material deficiencies are found in the
     performance of the Cable System which result in the failure of the Cable
     System to meet the minimum technical standards set forth by the FCC, or
     which are in significant violation of the National Electrical Code (ANSI
     70-1993/ANSI 70-1995) or the National Electrical Safety Code (ANSI C2-
     1993/ANSI C2-1995), Grantee shall pay for the cost of such tests.

C.   Where testing of the Cable System has been conducted by the Grantee and a
     consultant selected by the Franchising Authority, and it is the opinion of
     the Franchising Authority that such testing and assessment be conducted a
     second time, such costs shall be borne by the Franchising Authority. If the
     results of such repeated tests and assessments indicate that Grantee did
     not follow proper testing procedures as prescribed by the FCC or the cable
     industry, or indicated that faults uncovered by repeated tests and
     assessments were caused by the Grantee, then the costs of such repeated
     tests and consulting shall be borne by the Grantee.

D.   Upon the Franchising Authority's determination based upon a reasonable
     belief, the Franchising Authority may choose to engage a qualified
     technical consultant to aid the Franchising Authority in conducting
     oversight of the technical aspects of the Grantee's Cable System. The
     Franchising Authority may obtain the services for the technical consultant
     for a specific amount of time to be dedicated for said oversight and
     expenses. Said costs and expenses shall be assumed by either the Grantee or
     the Franchising Authority in the manner set forth in Section 7.6 (B) and
     (C) hereinabove.

                                       14
<PAGE>
 
     Section 7.7: New Services and Technologies
     ------------------------------------------

     This Agreement shall not restrain or prohibit Grantee from adding new Cable
     Services and/or technologies to the Cable System as they become available.
     Where Grantee contemplates addition of such services and/or technologies to
     the Cable System, Grantee shall notify the Franchising Authority within
     forty-five (45) calendar days of addition of such services and/or
     technologies and provide a description of the proposed service(s) and/or
     technology or technologies to be implemented.

SECTION 8: CONSTRUCTION STANDARDS
---------------------------------

     Section 8.1: Adherence to Electrical and Safety Codes
     -----------------------------------------------------

     The construction, installation, activation, re-activation, and operation of
     any portion of Grantee's signal origination or signal processing, or signal
     distribution system and equipment, including, but not limited to the
     towers, antennae, Headend, studio, trunk, and distribution system, drops,
     and fixed or portable equipment located on or off Subscriber-occupied
     property shall comply with all requirements of the applicable National
     Electrical Code (currently ANSI 70-1993/ANSI 70-1995 and replaced by
     subsequently promulgated editions), and the applicable National Electrical
     Safety Code (Currently ANSI C2-1993/ANSI C2-1995 and replaced by
     subsequently promulgated editions). Grantee shall at all times comply with
     other applicable federal, state, and local regulations, codes, and other
     ordinances of the Village.

     Section 8.2: Overhead and Underground Installation
     --------------------------------------------------

     A.   All cables and wires shall be installed parallel with existing
          telephone and electric utility wires whenever possible. Where the
          Grantee has erected or installed multiple wiring configurations on
          utility poles, such configurations shall be in parallel arrangements
          and be properly bundled and lashed in accordance with engineering
          considerations and the applicable safety codes identified in Section
          8.1. All installations shall be underground in those areas of the
          Village where both telephone and electric utilities are underground at
          the time of installation of the Cable System.

     B.   In areas where both telephone and electric utility facilities are
          above ground at the time of the installation of the Cable System, the
          Grantee may install its service above ground, provided, however, that
          at such time as either facilities are placed underground by either
          utility company, underground installations shall be made by the
          Grantee in conformance with all applicable construction, electrical,
          and safety codes. Grantee will bury cable underground when pole
          clearance cannot be reasonably obtained.

                                       15
<PAGE>
 
Section 8.3: Grounding
----------------------

All towers, antennas, satellite receive stations, and other exposed equipment of
Grantee used in the provision of cable television service shall be properly
grounded. Grantee at its discretion may properly ground said equipment in such a
manner that exceeds normal engineering requirements, provided, however, that
such grounding is in compliance with the National Electrical Code as referenced
in Section 8.1 of this Agreement. Grantee shall also comply with grounding of
system equipment and service connections as required under Section 14.10 of the
Franchise Ordinance.

Section 8.4: Headend Facility
-----------------------------

Indoor Headend components shall be wired according to applicable National
Electrical Safety Code standards and shall be placed in a properly ventilated
and air-conditioned environment. Outdoor Headend components, including but not
limited to, towers, antennae, and satellite receive stations shall be properly
anchored and wired in accordance with NCTA Standards of Good Engineering
Practices (NCTA 008-0477 EIA Standard RS-222C, "Structural Standards for Steel
Towers and Antenna Supporting Structures") and shall be properly lighted in
accordance with the appropriate Federal Aviation Administration and Federal
Communications Commission rules and regulations as now or hereafter amended. The
Headend shall be equipped with a standby auxiliary power supply for the purpose
of maintaining operations during periods of outage, maintenance, or repair-
related downtime.

Section 8.5: Outage Prevention
------------------------------

Grantee shall take measures necessary to prevent Cable System service outages.
Such measures shall include auxiliary power sources at the Headend, installation
of surge protectors at each node and amplifier location or included within each
node site or amplifier unit throughout the system, and installation of stand-by
power supplies which shall have a capacity to provide power to the Cable System
for a period of at least three (3) hours in such event where technology of
outage prevention changes to the extent that a more efficient method of surge
protection becomes available, the Franchising Authority and Grantee shall agree
to a reconfiguration of surge protection devices and locations throughout the
system.

Section 8.6: Emergency Removal of Plant
---------------------------------------

If, at any time, in case of fire or other disaster within the Village, it shall
become necessary in the judgment of the Village to cut or move any of the wires,
cables, amplifiers, power supplies, appliances, or appurtenances of the Grantee,
Village shall not be liable for cutting or moving, provided, however, that
nothing herein shall be construed to preclude liability for willful and wanton
acts.

                                       16
<PAGE>
 
Section 8.7: Damage to Village Property
---------------------------------------

Where any damage is caused to any Village property during construction,
installation, or maintenance by Grantee, the Village shall give Grantee notice
to repair said property and provide no less than fifteen (15) calendar days to
cure such damage. The cost of such repairs including all service and materials
required by the Village will be billed to the Grantee. The charges shall be paid
within forty-five (45) days of the date of billing or the Village, at its
option, may withdraw the cost of such repairs from the Security Fund established
by Section 14 of this Agreement.

Section 8.8: Enforcement of Use of Rights-of-Way Public Streets and Public Ways
-------------------------------------------------------------------------------

Through its acceptance of this Agreement, Grantee agrees to comply with the
provisions of this Agreement, the Franchise Ordinance, and other applicable
ordinances, regulations, and codes of the Village regarding the installation,
maintenance, repair, excavation, and replacement of wires, cables, conduit,
pedestal boxes, and other appurtenance installed upon or beneath the Rights-of-
Way, Public Streets and Public Ways belonging to the Village. The Village shall
have the right to enforce the Franchise Agreement, Franchise Ordinance, and
other appropriate ordinances, regulations, and codes where the Village
reasonably believes that Grantee has committed a violation. This Section shall
not limit Village from providing to Grantee a notice and opportunity to cure the
violation when it is believed by the Village that a violation has occurred.

Section 8.9: Village's Right of Cable System Installation
---------------------------------------------------------

The Village reserves the right during the life of this Franchise to install and
maintain free of charge upon or in the poles and conduits of the Grantee any
wire and pole fixtures necessary for municipal subsystems on the condition that
such Installation and maintenance thereof does not interfere with the operation
of the Grantee.


Section 8.10: Failure to Perform
--------------------------------

In the case of a failure to perform within the provisions of this Section, the
Franchising Authority shall consider such failures to perform as Material
Breaches of the Franchise. The Franchising Authority shall provide Grantee with
reasonable notice and opportunity to cure such violations, however, if Grantee
fails to cure such violations after reasonable notice and opportunity have been
provided, the Franchising Authority may, at its option, consider Grantee to be
in default of the Franchise and initiate Franchise revocation proceedings as
described in Section 10.1 et. seq. of the Franchise Ordinance.

                                      17
<PAGE>
 
SECTION 9: INSTITUTIONAL NETWORK
--------------------------------

     There shall be no Institutional Network (I-Net) requirement for the Grantee
     beyond any I-Net services the Grantee is actually providing in the Village
     as of the date of this Agreement.

SECTION 10: CUSTOMER SERVICE 
----------------------------

     Section 10.1: Local Office
     --------------------------

     Grantee shall maintain a local customer service office within the Village
     staffed by skilled customer service representatives and service technicians
     for the purpose of accepting payments, adjusting bills, responding to
     repair, Installation, reconnection, disconnection, or other service calls,
     distributing or receiving Converter boxes, remote control units, digital
     stereo units, or other related equipment, and receiving complaints. Said
     local office shall be open to the general public at least a minimum of
     fifty-four (54) hours per week in accordance with Grantee's response to the
     Village's Franchisee Performance Evaluation Survey dated December 1, 1993.
     Of the office hours specified, there shall be a minimum of four hours on
     Saturday between 9:00 AM and 5:00 PM, and at least one day per week in
     which the office is open between 8:00 AM and 10:00 AM.

     Section 10.2: Communications to Subscribers
     -------------------------------------------

     Grantee shall provide at the time of Installation, at least annually, when
     there is a change to information provided Subscribers, and upon request by
     a Subscriber, that information which is required to be provided under
     Section 21.1 A-F of the Franchise Ordinance, along with the Grantee's
     policies regarding disconnection and reconnection of service.

     Section 10.3: Subscriber Privacy
     --------------------------------

     The Grantee shall comply with all applicable local and state laws, rules,
     and regulations regarding the privacy of cable Subscribers, and shall fully
     comply with federal laws concerning the privacy of cable Subscribers as
     expressed in Section 631 et. seq. of the Communications Policy Act of 1934
     as now or hereafter amended (47 CFR 551) or any successor provision.

SECTION 11: RATE REGULATION
---------------------------

     Grantee shall recognize the right of the Village to exercise its authority
     to regulate rates for basic cable services and associated equipment and
     services necessary to provide basic cable service to Subscribers.

                                       18
<PAGE>
 
     Grantee shall abide by all applicable laws, rules, regulations, and orders
     with regard to rates and regulation thereof by the Village as promulgated
     by the FCC and the Village. Village and Grantee agree that any amendment or
     modification of rules with regard to rates and regulation now or hereafter
     amended, shall apply to this Franchise Agreement.

SECTION 12: FRANCHISE FEES
--------------------------

     Section 12.1: Franchise Fee Calculation
     ---------------------------------------

     A.   As part of the consideration supporting the award of this Franchise
          Agreement and Village's permission to use the public Rights-of-Way,
          Public Streets, Public Ways and lands of the Village, Grantee shall
          pay to the Village on a quarterly basis, an amount equal to five (5)
          percent per year of Grantee's annual Gross Revenue permitted by law.
          Gross Revenue shall be defined as stated in Section 1.0 hereinabove.
          To the extent permitted by law, and in accordance therewith, increases
          in Franchise Fees may be levied by the Village after thirty (30) days
          advance written notice is given to Grantee.

     B.   In the event that the maximum amount payable as Franchise Fees under
          the law is increased to more than five (5) percent, the Franchising
          Authority, may increase the percentage of Gross Revenues applicable to
          the Franchise Fee payment. Such increase shall be implemented through
          an amendment to the Franchise Ordinance, after official notice has
          been provided to the Grantee and an opportunity for public comment as
          may be required by state or federal law has been provided therefor.

     C.   The Franchise Fee payment shall include a statement identifying in
          detail the sources and actual amounts of Gross Revenues received by
          Grantee during the preceding quarter for which payment is made. Said
          statement shall contain those items identified in Section 12.1 of the
          Franchise Ordinance. Said payment shall be paid by the Grantee by the
          30th day of the month following that quarter for which payment is
          being made.

     Section 12.2: Payment of Franchise Fee in the Event of Termination or
     ---------------------------------------------------------------------
     Cancellation
     ------------

     In the event Grantee continues operation of any part or all of the Cable
     System beyond the cancellation or expiration of this Franchise Agreement,
     Grantee shall pay to the Village the compensation as set forth hereinabove
     at the rate in effect at the time of such cancellation or expiration, and
     in the manner set forth in this Franchise Agreement, together with all
     taxes it would have been required to pay had its operation been duly
     authorized.


                                       19
<PAGE>
 
     Section 12.3: Acceptance of Payment
     -----------------------------------

     The acceptance of any payment required hereunder by the Village shall not
     be construed as an acknowledgement that the amount paid is the correct
     amount due nor shall such acceptance of payment be construed as a release
     of any claim which the Village may have for further or additional sums due
     and payable.

SECTION 13: FRANCHISE FEE AUDITS OR AGREED-UPON PROCEDURES 
----------------------------------------------------------

     Section 13.1: Right of Franchising Authority to Inspect and Audit
     -----------------------------------------------------------------

     The Franchising Authority shall have the right to inspect and audit
     Grantee's income records, worksheets; notes, journals, ledgers, and other
     such appropriate and relevant financial records. The Franchising Authority
     shall have the right of audit and to conduct agreed-upon procedures, and
     shall have the right to require recomputation of any amounts determined to
     be payable under this Section and Section 12 hereinabove.

     Section 13.2: Payments of Amounts Due
     -------------------------------------

     Any additional amount due as a result of such inspection, audit or agreed-
     upon procedures shall be paid within thirty (30) days with interest
     calculated at the prime rate plus two (2) percent per annum as established
     by the Bank of America, Chicago main branch following written notice to the
     Grantee by the Franchising Authority which notice shall include a copy of
     the audit report or agreed-upon procedures report.

SECTION 14: SECURITY FUND; PERFORMANCE BOND
-------------------------------------------

     A.   Defaults under the Franchise:

          1.   The Franchising Authority shall have the option to declare a
               Material Breach of the Franchise when penalties or liquidated
               damages exceed one thousand dollars ($1000.00) within a three (3)
               month period, and invoke procedures to revoke the Franchise as
               provided for in Section 10 of the Franchise Ordinance; or,

                                       20
<PAGE>
 
     B.   In accordance with the provisions of the Franchise Ordinance, the
          Grantee shall, deposit with the Village not later than thirty (30)
          days after the date of this Franchise Agreement the sum of ten
          thousand dollars ($10,000.00) as a Security Fund for the faithful
          performance by the Grantee of the Grantee's obligations under the
          Franchise documents, and compliance with all orders and directions of
          any officer of the Village having jurisdiction over the Grantee, and
          the payment by the Grantee, and the payment of all claims, liens, or
          taxes due the Village which arise by reason of the construction,
          operation, maintenance, or repair of the Cable System. Failure to
          timely make such initial deposit of the Security Fund with the Village
          shall constitute a Material Breach of the Franchise Ordinance. The
          Village shall deposit the security fund in an interest-bearing account
          payable to the Village upon demand; but interest on the Security Fund
          as accrued may be withdrawn and paid to the Grantee semi-annually upon
          ten (10) calendar days written notice to the Village.

     C.   If the Grantee fails to observe any of its obligations under the
          Franchise Ordinance or this Agreement, or any order or direction of a
          Village officer having jurisdiction over the Grantee; or if the
          Grantee fails to make timely payment to the Village of any amount due
          pursuant to the Franchise Ordinance or Agreement; or fails to make
          timely payment to the Village of any penalty or liquidated damage
          amount due under the Franchise Ordinance or this Agreement; or fails
          to make timely payment to the Village of any taxes due; or (except as
          hereinbelow provided) fails to repay to the Village within ten (10)
          days of written notification that such repayment is due, any damages,
          costs or expenses which the Village shall be compelled to pay by
          reason of any act or default of the Grantee in connection with the
          Franchise; or fails, after thirty (30) days notice of such failure
          from the Village, to comply with any provision of the Franchise
          Ordinance or this Agreement which the Village reasonably determines
          can be remedied by an expenditure from the Security Fund; the Village
          may assess the Grantee, and the Grantee agrees to pay to the Village,
          liquidated damages in accordance with the schedule set forth in
          Section 17.1 et. seq. of this Agreement. The Village may withdraw the
          amount of said liquidated damages from the Security Fund as
          hereinafter provided.

     D.   The Village's assessment of any liquidated damages shall not
          constitute a waiver by the Village of any other right or remedy it may
          have under the Franchise Ordinance or this Agreement, or under
          applicable law, including, without limitation, its right to recover
          from the Grantee and its sureties such additional damages, losses,
          costs, and expenses as may have been suffered or incurred by the
          Village by reason of or arising out of such breach of the Franchise
          Ordinance or this Agreement.

                                       21
<PAGE>
 
     E.   If at the time of a withdrawal from the Security Fund by the Village
          the amount of the fund is insufficient to provide the total payment
          toward which the withdrawal is directed, the balance of such payment
          shall continue as an obligation of the Grantee to the Village, until
          paid.

     F.   In the event that on August 26, 1997, there is no outstanding default
          on the part of the Grantee, the balance remaining in the Security Fund
          on August 27, 1997, shall be withdrawn and paid to the Grantee within
          ninety (90) days.

     G.   No later than thirty (30) days after mailing of notification to the
          Grantee by certified United States Mail, return receipt requested, of
          a withdrawal from the Security Fund, the Grantee shall deliver to the
          Village for deposit in the fund and amount equal to the amount so
          withdrawn, such that the fund shall maintain a balance of ten thousand
          dollars ($10,000.00) at all times. Failure to make timely delivery of
          such amount to the Village shall constitute a Material Breach of the
          Franchise; provided, however, that the Village shall take no action to
          revoke or terminate the Grantee's Franchise where the Grantee has
          requested a public hearing by the Village Board of Trustees to
          determine, with respect to the action or omission of the Grantee upon
          which the liquidated damages were based, that the Grantee was without
          fault or that the Grantee's said action occurred as a result of
          circumstances beyond the Grantee's control, such as war, civil
          disturbance, natural catastrophe, or other acts of God. The Grantee
          shall not be excused by mere economic hardship nor by misfeasance or
          malfeasance of its directors, officers, agents, employees, or
          contractors. If upon the conclusion of such public hearing the Village
          Board of Trustees shall determine that the violation by the Grantee
          was the fault of, or was within the control of the Grantee, the
          Village shall so notify the Grantee in writing and may then take all
          appropriate action, including revocation, to enforce the Grantee's
          obligation under the Franchise; provided, however, that if the Grantee
          shall commence, within thirty (30) days after written notice of the
          Village's decision has been delivered to the Grantee, a judicial
          proceeding in the Circuit Court of Cook County, Illinois for review of
          such decision, the Village shall not revoke the Grantee's Franchise
          prior to the entry of final judgment by the Circuit Court in the said
          proceeding.

     H.   The rights reserved by the Village with respect to this Section are in
          addition to all other rights of the Village whether reserved by the
          Franchise Ordinance or this Agreement or authorized by law, and no
          action, proceeding or exercise of a right with respect to this Section
          shall affect any other rights the Village may have.

                                       22
<PAGE>
 
     I.   The Grantee's liability pursuant to the schedule of liquidated damages
          set forth in Section 17.1 shall accrue from the date which the Village
          specifies in a written notice of liquidated damages given to the
          Grantee, unless the Grantee shall have cured its default prior to such
          date on which the liquidated damages are to be assessed; provided,
          however, that the Village shall not specify a date for liquidated
          damages which is less than thirty (30) days after such notice is given
          to the Grantee.

     J.   The Security Fund provided pursuant to this Franchise Agreement shall
          become the property of the Village as liquidated damages, in the event
          that this Franchise Agreement is terminated by reason of default of
          the Grantee or revoked for cause. Grantee, however, shall be entitled
          to return of such Security Fund or portion thereof as remains on
          deposit at the expiration of the term of the Franchise, or upon
          termination of the Franchise at an earlier date, provided that there
          is then no outstanding default on the part of Grantee.

SECTION 15: DAMAGES AND DEFENSE
-------------------------------

     Grantee shall hold harmless Village for all damages and penalties as a
     result of Grantee's construction, reconstruction, upgrade, operation, and
     maintenance of the Cable System. These damages and penalties shall include,
     but not be limited to, damages arising out of copyright infringement,
     defamation, and all other damages arising out of the construction,
     operation, maintenance, reconstruction, or upgrade of the Cable System
     authorized herein, whether or not any act or omission complained of is
     authorized, allowed, or prohibited by the Franchise.

SECTION 16: LIABILITY INSURANCE AND INDEMNIFICATION
---------------------------------------------------

     Grantee shall procure and maintain, throughout the term of this Franchise,
     liability workers's compensation, and those types of insurance referred to
     in Section 16.1 of the Franchise Ordinance, from an insurer licensed to do
     business in the State of Illinois carrying a rating of B+ by Best's
     Insurance Rating Services, and approved by the Village. Said insurance
     shall insure Grantee and Village with regard to all damages mentioned in
     Section 15 hereinabove and in Section 16.1 of the Franchise Ordinance, in
     the minimum amounts of:


          $ 2,000,000 for bodily injury or death to any one (1) person;

          $ 2,000,000 for bodily injury or death resulting from any one (1)
          occurrence;

          $ 3,000,000 for umbrella liability coverage.

                                       23
<PAGE>
 
     At the time of acceptance, Grantee shall furnish to Franchising Authority a
     certificate naming the Village, its officers, agents, and employees as
     additional insureds. Such certificate shall require that the Franchising
     Authority be notified at least thirty (30) days in advance prior to any
     expiration, and thirty (30) days in advance prior to any cancellation. All
     premiums on policies required by this Franchise Agreement shall be at the
     expense of the Grantee.

SECTION 17: LIQUIDATED DAMAGES 
------------------------------

     Section 17.1: Damage Amounts
     ----------------------------

     By acceptance of a Franchise granted hereunder, the Grantee understands and
     agrees that failure to comply with any time and performance requirements as
     stipulated under the Ordinance or this Franchise will result in damage to
     the Village, and that it may be impracticable to determine the actual
     amount of such damage in the event of delay or nonperformance; therefore,
     the Grantee agrees that it shall provide compliance with the Franchise and
     pay to the Village the following amounts which shall be chargeable to the
     Grantee:

     A.   For failure to make timely applications, registration or any other
          filing with the appropriate Franchising Authority, governmental, or
          utility authorities pursuant to this Franchise or the Cable
          Communications Ordinance, the amount shall be two hundred dollars
          ($200.00) per day.

     B.   For failure to obtain a permit where construction, reconstruction, or
          relocation of the Cable System or its components within the Public
          Streets or Public Ways of the Village is undertaken, the amount shall
          be fifty dollars ($50.00) per day.

     C.   For failure of the Grantee to comply with construction, operation, or
          maintenance standards, the amount shall be five hundred dollars
          ($500.00) per day.

     D.   For failure to provide customer services as stated in Section 10 of
          this Agreement or Section 20 of the Franchise Ordinance, the amount
          shall be one hundred dollars ($100.00) per day.

     E.   For failure to test, analyze, and report on the performance of the
          Cable System following a request by the Franchising Authority, the
          amount shall be two hundred fifty dollars ($250.00) per day.

                                       24
<PAGE>
 
F.   For failure to provide data, documents, reports, or information, or to
     cooperate with the Franchising Authority during a performance review of the
     Cable System or during a Franchise Fee audit or agreed-upon procedures
     evaluation, the amount shall be two hundred fifty dollars ($250.00) per
     day.

G.   For failure to submit timely reports as required under this Agreement and
     the Franchise Ordinance, the amount shall be fifty dollars ($50.00) per
     report per day until such reports are received by the Franchising
     Authority.

H.   For failure to deposit with the Village the Security Fund pursuant to
     Section 14 of the Franchise Agreement within thirty (30) days after notice
     and opportunity to cure, the amount shall be five hundred dollars ($500.00)
     per day until such deposit is deemed received by the Franchising Authority.

I.   For failure to restore an amount withdrawn from the Security Fund within
     the timeframe specified by Section 14 of the Franchise Agreement, the
     amount shall be two hundred dollars ($200.00) per day until the Security
     Fund is reimbursed.

J.   For failure of the Cable System to perform pursuant to Section 23 of the
     Franchise Agreement in the event of a public emergency or vital public
     information situation, the amount shall be two hundred fifty dollars
     ($250.00) per occurrence.

K.   For failure to provide cable service to areas annexed to the Village within
     the timeframes established by this Agreement and after a period of an
     opportunity to cure has been exhausted, the amount shall be two hundred
     fifty dollars ($250.00) per day until all required cable services are made
     available to the annexed area.

L.   For failure to maintain a local office or to maintain records pursuant to
     Section 10 of this Agreement, the amount shall be two hundred fifty dollars
     ($250.00) per day.

M.   For failure to comply with the material provisions of this Agreement for
     which an amount is not otherwise specifically provided pursuant to this
     Section, the amount shall be one hundred dollars ($100.00) per day.

Section 17.2: Right to Reduce or Waive Damages
----------------------------------------------

The Franchising Authority retains the right, at its sole discretion, to reduce
or waive any of the above listed damage amounts where extenuating circumstances
or conditions beyond the control of the Grantee are found to exist.

                                       25
<PAGE>
 
Section 17.3: Other Remedies
----------------------------

Exclusive of the damages provided hereinabove, a violation of any material
provision of the Franchise Agreement shall be considered a separate violation
for which a separate remedy available contractually, at law or in equity may be
imposed.

Section 17.4: Procedure
-----------------------

Whenever the Franchising Authority finds that Grantee has violated one (1) or
more terms, conditions, or provisions of the Franchise Agreement or Ordinance, a
written notice shall be provided by the Franchising Authority to the Grantee
informing it of such violation. The written notice shall describe in reasonable
detail the specific violation so as to afford Grantee an opportunity to cure or
initiate curative action with respect to the violation. Grantee shall have such
time to cure or initiate curative action as is specified for the violation as is
stated in Section 25 A (1)-(5) of the Franchise Ordinance subsequent to receipt
of the notice before the Village may draw from the Security Fund. Grantee may
notify Franchising Authority within seven (7) calendar days of receipt of notice
that there is a dispute as to whether a violation or failure has, in fact,
occurred. Such notice shall stay the running of the seven (7) day period and
such notice shall specify with particularity the matters disputed by Grantee.

A.   In the event that the Franchising Authority and Grantee are unable to
     resolve the dispute, the matter shall be heard by the Regulatory Board at
     the next regularly scheduled Cable Communications Commission meeting held
     not less than ten (10) days after the filing of the dispute by Grantee. The
     Franchising Authority shall notify the Grantee of the time and place of the
     Cable Communications Commission hearing and provide the Grantee with an
     opportunity to be heard.

B.   If after hearing the dispute, the claim is upheld by the Cable
     Communications Commission, the Cable Communications Commission shall
     provide the Grantee with written findings of fact. Grantee shall have
     fourteen (14) calendar days to comply with such findings of fact unless an
     extension of time is mutually agreed upon by the Franchising Authority and
     Grantee. In the event the Grantee seeks administrative or judicial relief
     from such findings of fact, before a tribunal of competent jurisdiction,
     such proceeding shall not stay compliance with the findings of fact, unless
     ordered by the administrative or judicial tribunal. Absent a mutually
     agreed upon extension of time or an administrative or judicial order
     staying compliance with the findings of fact, at any time after said
     fourteen (14) day period, the Village may draw against the Security Fund
     all liquidated damages due.

                                       26
<PAGE>
 
SECTION 17.5: Time is of the Essence
------------------------------------

     Whenever any provision of this Agreement shall set forth any time for any
     act to be performed by Grantee, such time shall be deemed to be of the
     essence and the Grantee's failure to perform within the time allotted
     shall, in all cases, be sufficient grounds for the Franchising Authority to
     invoke an appropriate remedy or penalty, including the possible revocation
     of the Franchise Agreement.

SECTION 18: PROGRAMMING SERVICES
--------------------------------

     Section 18.1: Required Cable Television Program Services
     --------------------------------------------------------

     Grantee shall provide the following cable services:

     A.   Over-the-Air Broadcast stations, which are in accordance with Title
          47, Part 76, Section 76.63 of the of Federal Regulations pertaining to
          FCC rules and regulations.

     B.   All Public, Educational, and Governmental Access Channels as required
          under Section 18 of this Agreement.

     C.   Broadcast, satellite, and other cable programming services comparable
          in quality, mix, and level to those being provided as of the date of
          this Agreement.

     D.   All Local Origination programming produced by the Grantee pursuant to
          the requirements as stated in Section 20 of this Agreement. Grantee
          shall continue to provide a full color Local Origination/television
          studio within the Village and one mobile unit for Local Origination
          and access purposes. Grantee shall allow the Franchising Authority
          access to the mobile van for purposes of providing Local Origination
          programming. Grantee shall provide one full-time individual dedicated
          to the production of Local Origination programming exclusively for the
          Village of Park Forest. Full-Time shall be defined as an individual
          who works no fewer than forty (40) hours per week.

     E.   Grantee may establish an "ala-carte" tier of program and cable network
          offerings for specialized programming needs, including, but not
          limited to, the programming needs of senior citizens.

     F.   Where Grantee seeks to develop program tiers which consist of cable
          networks heretofore not cablecast to cable Subscribers, Grantee shall
          comply with the regulations developed for "New Product Tiers" by the
          FCC (47 CFR 76.987).

                                       27
<PAGE>
 
     Section 18.2: Modifications
     ---------------------------

     During the period in which this Agreement is in effect, the Grantee or the
     Franchising Authority may obtain modifications of the requirements in the
     Franchise Agreement in the following manner and in accordance with Section
     625 of the Cable Communications Policy Act of 1984, as now or hereafter
     amended:

     A.   Where the Grantee has requested that modifications made to the
          Franchise be made on the basis of commercial impracticability, Grantee
          shall adhere to the requirements set forth in Section 6.2 of the
          Franchise Ordinance regarding commercial impracticability.

     B.   In the case of any requirement for services, if the Grantee
          demonstrates that the mix' quality, and level of services required by
          this Franchise Agreement at the time it was granted will be maintained
          after modification.

     C.   Upon receipt of a request by the Grantee for modification of any
          requirement for facilities, equipment, or services, the Franchising
          Authority shall consider the request and grant or deny the request in
          a public proceeding within one hundred twenty (120) days of receipt of
          the request of modification.

     D.   Notwithstanding the aforementioned sections herein above, Grantee may,
          upon thirty (30) days advance notice to the Franchising Authority,
          rearrange, replace, or remove a particular service required by this
          Agreement if: 1) the service is no longer available to the Grantee, or
          2) the service is available only upon payment of a royalty required
          under 17 CFR 801(b)(2). The Grantee must be able to document and
          support the contention that the amount of the royalty constitutes an
          amount substantially in excess of the amount of payment required on
          the date of execution of this Franchise Agreement and the Grantee has
          not been specifically compensated through a rate increase or other
          adjustment.

     E.   The Village may prohibit award of any proposed modification to this
          Agreement pertaining to provision of services relating to Public,
          Educational, or Governmental Access.

SECTION 19: PUBLIC, EDUCATIONAL, AND GOVERNMENTAL ACCESS
--------------------------------------------------------

     Section 19.1: Public Access Channel
     -----------------------------------

     A.   Grantee shall continue to provide the same level of Public,
          Educational, Governmental and local access Channel space that is
          currently being provided for the transmission of this programming as
          of the date of this Agreement.

                                       28
<PAGE>
 
B.   Grantee shall provide equipment training classes at least twice annually
     for the life of the Franchise to residents of Park Forest for the purpose
     of producing Public Access programming in accordance with its proposal of
     February 14, 1996. Such training will be provided to Park Forest residents
     at no charge.

C.   Grantee shall designate a Training Coordinator to organize and develop
     training programs for Public, Educational, and Governmental Access. The
     Training Coordinator shall be a Park Forest employee in accordance with
     Grantee's proposal of February 14, 1996.

D.   On or before April 1 of each year, Grantee shall submit to the Village the
     Grantee's records showing its required expenditures for Public Access
     programming.

E.   Grantee shall provide the Cable Communications Commission and the
     Franchising Authority with records of Public Access programming on a
     monthly basis. Such records shall include the following information:

     1.   The production number of the program and the date completed;
     2.   The title of the program and its length;
     3.   The number of shows;
     4.   An indication if the program was shown live or recorded;
     5.   The total number of hours for all programming;
     6.   The total number of production hours per producer, the names of
          producers, and the total number of production hours overall;
     7.   A schedule of programming showing start times and titles from the
          beginning of the month for which the report is generated;
     8.   A one-line description of special programs and sports programs
          referenced on the program schedule in subsection G hereinabove, and;
     9.   A listing of Grantee's full-time and part-time staff who have worked
          on the aforementioned programming, and the number of hours worked per
          employee for the month divided into weeks.

Section 19.2: Educational/Governmental Access Channel
-----------------------------------------------------

Grantee shall continue to provide Educational and Governmental Channels that it
is providing as of the date of this Agreement.


                                       29
<PAGE>
 
     Section 19.3: Training of Municipal Personnel
     ---------------------------------------------

     Grantee shall provide studio and equipment training classes for municipal
     personnel at no cost to the Village or other governmental personnel, at
     least annually in accordance with its proposal dated February 14, 1996.

     Section 19.4: No Credit to Franchise Fees
     -----------------------------------------

     It is expressly understood and agreed that Grantee will not seek a credit
     to its Franchise Fee obligation set forth in Section 12 of this Agreement
     based on any expenses incurred pursuant to this Section.

SECTION 20: LEASED ACCESS CHANNELS
----------------------------------

     Grantee may set aside an amount of uncompressed analog Channel space of no
     less than one (1) uncompressed analog Channel to be available for lease by
     the public, businesses, or other organizations. Grantee shall not utilize
     such Channel space for purposes of data transmission or telephony. Grantee
     agrees to comply with all provisions of Section 612 of the Cable
     Communications Policy Act of 1984, as now or hereafter amended, regarding
     leased Channels.

SECTION 21: LOCAL ORIGINATION PROGRAMMING 
-----------------------------------------
     
     Section 21.1: Studio and Mobile Facilities
     ------------------------------------------

     Grantee shall continue to provide studio facilities for Local Origination
     programming which are available for live and/or taped programming. Said
     studio facility shall contain a minimum of three tripod-mounted chip
     cameras, three portable camera units, three camera switchers, an editing
     bay, sound mixing, recording, and playback decks, a personal computer-based
     character generator, a lighting grid and tripod-mounted portable lighting
     equipment. Grantee shall also continue to provide a mobile studio van which
     shall be capable of providing at least one camera switcher, an editing
     deck, a sound mixer, recording and playback decks, and portable lighting
     and cabling.

     Section 21.2: Staffing and Programming Levels
     ---------------------------------------------

     A.   Grantee shall continue to provide no fewer than three (3) hours of new
          Local Origination programming per week which is exclusive to Park
          Forest. Programming exclusive to Park Forest shall be defined as that
          programming which has one or more of the following attributes:

          1.   A program whose subject which is physically located or who
               resides within the boundaries of the Village of Park Forest;


                                       30
<PAGE>
 
          2.   A program which is taped at an institution located within the
               Village of Park Forest, including, but not limited to, Village
               Hall, Freedom Hall, the Village Health Department, the Public
               Library, police and fire facilities, any Recreation and Parks
               Department facility, any School, any business, or any church,
               synagogue, or other religious institution located within Park
               Forest;

          3.   A sporting event featuring a sports team or teams that are based
               in Park Forest, or which includes a preponderance of players who
               are residents of Park Forest. If the programming involves sports
               contests featuring area Schools, at least one School must include
               within its service boundaries all or part of the Village of
               Park Forest.

          Said three (3) hours of programming shall not be comprised solely of
          sporting events as referred to in subsection A (3) of this Section.

     B.   Grantee shall provide the equivalent of three (3) full-time employees
          assigned to produce Local Origination and Public, Educational, and
          Governmental access programming for Park Forest. In accordance with
          its proposal of February 14, 1996, Grantee shall commit two full-time
          and two part-time employees dedicated to Local Origination and Public,
          Educational, and Governmental access programming exclusively serving
          Park Forest as a means of providing the equivalent of three (3) full-
          time employees. For the purposes of this Agreement, a full-time
          employee shall be defined as an employee who works on programming
          exclusive to Park Forest at least forty (40) hours per week. Full-time
          equivalency of part-time personnel shall be defined as a minimum of
          forty (40) combined hours worked by the two part-time personnel.

     Section 21.3: Records
     ---------------------

     Grantee shall provide the Franchising Authority and the Cable
     Communications Commission with records of Local Origination programming
     produced for the Village on a monthly basis. Such records shall contain the
     following information:

     A.   The production number of the program and the date completed;
     B.   The title of the program and its length;
     C.   The number of shows;
     D.   An indication if the program was shown live or recorded;
     E.   The total number of hours for all programming;
     F.   The total number of production hours per producer, the names of
          producers, and the total number of production hours overall;
     G.   A schedule of programming showing start times and titles from the
          beginning of the month for which the report is generated;


                                       31
<PAGE>
 
     H.   A one-line description of special programs and sports programs
          referenced on the program schedule in subsection G hereinabove, and;
     I.   A listing of Grantee's full-time and part-time staff who have worked
          on the aforementioned programming, and the number of hours worked per
          employee for the month divided into weeks.

     On or before April 1 of each year, the Grantee shall submit to the Village
     the Grantee's records showing its expenditures for Local Origination
     programming.

     Section 21.4: Maintenance of Facilities and Equipment
     -----------------------------------------------------

     The Grantee shall, at its own expense, provide and maintain the Local
     Origination facilities and equipment specified in the Park Forest Cable
     Communications Ordinance and this Agreement.

SECTION 22: SERVICES TO SCHOOLS AND GOVERNMENT BUILDINGS
--------------------------------------------------------

     The Grantee shall provide, at no charge, Subscriber cable connections to
     all Schools, library facilities, local institutions and government
     buildings as referenced in Grantee's proposal of February 14, 1996 and
     identified in Appendix B. Services to be provided at no charge to the
     aforementioned Schools, library facilities, local institutions and
     government buildings shall include basic service as defined in Section 1.0
     of this Agreement.

SECTION 23: EMERGENCY OVERRIDE
------------------------------

     A.   Grantee shall maintain appropriate equipment at its Headend facility
          which is designed to override the video and audio portions of each
          video cable Channel and substitute an audio emergency message which
          may be used by the Village President of Park Forest or his authorized
          designee. Said override equipment shall be used by the Village
          President or his designee to broadcast alerts of civil emergency in
          the event of fire, flood, tornadoes, or other similar severe weather,
          or civil defense. Grantee shall configure the emergency override
          equipment to accept remote activation by touch-tone telephone.
          Said configuration shall include backup by a standby power facility.
          Where necessary, Grantee and Village agree to work jointly in
          incorporating the emergency alert notification into the Village's
          disaster plan. Village shall hold Grantee harmless from any damage to
          Persons or property by reason of use or failure of the emergency
          override system.

     B.   Upon requirement by the FCC to participate in the Emergency Alert
          System, Grantee shall provide notification to the Village within ten
          (10) calendar days of receipt of such notification from the FCC, and
          shall provide its procedures for emergency broadcast to the Village.


                                       32
<PAGE>
 
     C.   Emergency override services shall be provided to public, private, and
          parochial Schools, government buildings, and local institutions
          connected to the Cable System as well as residential subscribers, at
          no charge to said Schools, government buildings, or local
          institutions.

     D.   Grantee shall continue to include testing of the Emergency Alert
          System on a weekly basis at 10:00 AM every Tuesday.

SECTION 24: MODIFICATIONS TO COMMUNICATIONS AND CABLE ACTS
----------------------------------------------------------

     In the event that the Telecommunications Act of 1996, the Communications
     Act of 1934, the Cable Communications Policy Act of 1984, or the Cable
     Television Consumer Protection and Competition Act of 1992 are modified or
     amended in any manner that is mandatory, or the FCC modifies or alters any
     of its regulations pertaining to cable television which may affect any
     provision(s) of this Franchise Agreement, such provisions shall remain in
     effect until the effective date of such modifications, amendments, or
     alterations. The Franchising Authority and Grantee, upon notice that said
     modifications, amendments, or alterations may affect any provision(s) of
     this Agreement and prior to the effective date of said modifications,
     amendments, or alterations, or as soon thereafter as practical, shall meet
     in good faith to amend this Franchise Agreement accordingly.

SECTION 25: REVOCATION
----------------------

     In addition to all other rights and powers retained by the Franchising
     Authority under this Franchise Agreement, the Franchising Authority
     reserves the right to revoke this Franchise Agreement and all rights and
     privileges of the Grantee in the event of a breach of its terms and
     conditions. In interpreting the Franchise Agreement, material provisions
     shall include all labeled as such and all others, which under the facts and
     circumstances indicated, constitute a significant portion of this Franchise
     Agreement. A breach by Grantee shall include, but is not limited to, those
     infractions so indicated in Section 10.1 of the Franchise Ordinance.
     Nothing in this Agreement shall prohibit the Franchising Authority from
     imposing sanctions or censures lesser than revocation for violations or
     Material Breaches of this Franchise, including the shortening of the
     Franchise term for substantial or repeated violations or Material Breaches.


                                       33
<PAGE>
 
SECTION 26: RIGHTS AND REMEDIES
-------------------------------

     A.   All rights and remedies given to Village and Grantee by this Agreement
          shall be in addition to and cumulative with any and all other rights
          and remedies, existing or implied, now or hereafter available to
          Village or Grantee, at law or in equity, and such rights and remedies
          shall not be exclusive, but each and every right and remedy
          specifically given by this Franchise Agreement may be exercised from
          time to time and as often and in such order as may be deemed expedient
          by Village or Grantee and the exercise of one or more rights or
          remedies shall not be deemed a waiver of right to exercise at the same
          time or thereafter any other right or remedy. No delay or omission of
          Village or Grantee to exercise any right or remedy, nor any such delay
          or omission shall be construed to be a waiver of or acquiescence of
          any default.

     B.   In the event of a sale of the Cable System by Grantee, Village shall
          retain the right of first refusal for the purpose of purchasing, at an
          equitable price or fair market value of the Cable System as a going
          concern, all the assets of the Grantee's operations within the
          Village. The Village may exercise this right to purchase any portion
          of the Cable System, including all books and records, private
          easements and assignable contracts. Unless some later date is agreed
          to by the Grantee, the Village shall exercise its right within one
          hundred twenty (120) days from the date of notification of sale of the
          Cable System by Grantee. Upon determination by the Village that it
          intends to purchase the assets of Grantee's Cable System, the Village
          shall notify the Grantee by Certified United States Mail of its desire
          and intent to acquire the assets of the Cable System from the Grantee.

SECTION 27: RIGHTS AND POWERS RESERVED BY VILLAGE
-------------------------------------------------

     A.   Neither the granting of the Franchise nor any provision governing the
          Franchise shall constitute a waiver or bar to the exercise of any
          governmental right or power of the Village.

     B.   The Village shall have the right to intervene in any act or other
          proceeding to which the Grantee is a party, in accordance with
          applicable law or regulation. The Grantee specifically agrees by its
          acceptance of the Franchise not to oppose such intervention by the
          Village.

     C.   The Village reserves every right and power which is required to be
          reserved or provided by an ordinance of the Village, and the Grantee
          by its acceptance of this Franchise, agrees to be bound thereby and to
          comply with any action or requirements of the Village in its exercise
          of such rights and powers which have been or may be enacted or
          established.


                                       34
<PAGE>
 
SECTION 28: SERVICE OF NOTICE
-----------------------------

     A.   For purposes of this Franchise Agreement, Grantee authorizes and
          appoints Jones Intercable, Inc. with offices located at 4331 West
          Lincoln Highway, Matteson, Illinois 60443 to act as its registered
          agent and represents to the Franchising Authority that such agent is
          authorized to accept notice and service on its behalf.

     B.   Grantee shall notify the Franchising Authority in writing, thirty (30)
          days in advance, of any change in the registered agent or
          representative(s) referenced hereinabove and provide information
          regarding any change upon request by the Franchising Authority.

     C.   Any notice or service served upon Grantee's registered agent shall
          also be provided to the Local and Regional Managers and
          Operations/Legal representatives as specified below. All notices or
          other written communications required to be provided to Franchising
          Authority or Grantee under any provision of this Agreement, shall be
          deemed served when delivered personally or addressed and mailed by
          Certified United States Mail to the Franchising Authority or Grantee
          at the following addresses:

          Franchising Authority:   Office of the Village Clerk
                                   Village of Park Forest
                                   301 Centre
                                   Park Forest, Illinois 60466

          Grantee:                 Cable TV Fund 12-A, LTD.
                                   d/b/a
                                   Jones Intercable
                                   General Manager
                                   4331 West Lincoln Highway
                                   Matteson, Illinois 60443

          Grantee:                 Jones Intercable, Inc.
                                   Vice-President
                                   Cable TV Fund 12-A, LTD.
                                   9697 East Mineral Avenue
                                   Englewood, Colorado 80112

SECTION 29: ORAL MODIFICATION
-----------------------------

     This Franchise Agreement shall not be changed, modified, or amended in
     whole or in part except in writing and signed by all of the parties.

                                       35
<PAGE>
 
SECTION 30: SEVERABILITY
------------------------

     If any provision of this Franchise Agreement or the particular application
     thereof, shall be held invalid, the remaining provisions and their
     application, shall not be affected.

SECTION 31: ENTIRE CONTACT
--------------------------

     This Franchise Agreement constitutes the entire contract between the
     parties and there are no other understandings, oral and written relating to
     the subject hereof.

SECTION 32: OBLIGATIONS TO CONTINUE THROUGHOUT TERM
---------------------------------------------------

     Unless otherwise specifically stated, all obligations under this Franchise
     Agreement shall continue throughout the entire term or extension of this
     Franchise Agreement.

SECTION 33: FRANCHISE VALIDITY
------------------------------

     The Grantee agrees, by the acceptance of this Franchise, to accept the
     validity of the terms and conditions of this Franchise and the Ordinance in
     their entirety and that it will not, at any time, proceed against the
     Franchising Authority in any claim or proceeding challenging any term as
     unreasonable, arbitrary, or void, or that the Franchising Authority did not
     have the authority to impose such term or condition.

SECTION 34: HEADINGS
--------------------

     Section headings used in this Agreement are for convenience of reference
     only and shall not affect the construction of this Franchise Agreement.

SECTION 35: GOVERNING LAW
-------------------------

     This Franchise Agreement shall be governed insofar as applicable with the
     laws of the State of Illinois, Circuit Courts of Cook and Will Counties.
     Where federal jurisdiction applies, this Franchise Agreement shall be
     governed by the applicable laws and agencies of the United States
     Government, United States Circuit Court, Northeastern Division, Seventh
     Circuit Court of Appeals.


                                       36
<PAGE>
 
Accepted By:


CABLE TV FUND 12-A, LTD.                    VILLAGE OF PARK FOREST, ILLINOIS
a Colorado limited partnership,


by: Jones Intercable, Inc. 
a Colorado corporation, as 
its general partner




BY: /s/ Ruth E. Warren                    BY: [SIGNATURE APPEARS HERE]          
   -----------------------------------       -----------------------------------
                                                                                
TITLE: Group Vice President/Operations    TITLE: Village President              
      --------------------------------          --------------------------------
                                                                                
ATTEST: /s/ Stephen P. Villano            ATTEST: [SIGNATURE APPEARS HERE]      
       -------------------------------           -------------------------------


                                       37