EXHIBIT 2.7

                            ASSET PURCHASE AGREEMENT


                                   dated as of


                                  May    , 1996


                                     between



                           GENERAL COMMUNICATION, INC.
                         or its wholly-owned subsidiary
                              an Alaska corporation
                                    ("Buyer")

                                       and


                         McCAW/ROCK SEWARD CABLE SYSTEM,
                                 a joint venture
                                   ("Seller")



                                                          REGISTRATION STATEMENT
                                                                     Page II-445
<PAGE>

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                           <C>
Section 1.        Definitions...................................................................................452
                  1.1      Affiliate............................................................................452
                           ---------
                  1.2      APUC.................................................................................452
                           ----
                  1.3      APUC Certificate.....................................................................452
                           ----------------
                  1.4      Assets...............................................................................452
                           ------
                  1.5      Basic CATV Services..................................................................452
                           -------------------
                  1.6      Basic Subscriber.....................................................................453
                           ----------------
                  1.7      CATV.................................................................................453
                           ----
                  1.8      CATV Business........................................................................453
                           -------------
                  1.9      CATV Instruments.....................................................................453
                           ----------------
                  1.10     CATV System..........................................................................453
                           -----------
                  1.11     Closing and Closing Date.............................................................453
                           ------------------------
                  1.12     COBRA................................................................................453
                           -----
                  1.13     Current Assets.......................................................................453
                           --------------
                  1.14     Employees............................................................................453
                           ---------
                  1.15     Employee Plans.......................................................................454
                           --------------
                  1.16     Encumbrance..........................................................................454
                           -----------
                  1.17     Equipment............................................................................454
                           ---------
                  1.18     Equivalent Basic Subscribers or EBS's................................................454
                           -------------------------------------
                  1.19     ERISA................................................................................455
                           -----
                  1.20     Excluded Assets......................................................................455
                           ---------------
                  1.21     FCC..................................................................................455
                           ---
                  1.22     Financial Statements.................................................................455
                           --------------------
                  1.23     Governmental Authority...............................................................455
                           ----------------------
                  1.24     Intangibles..........................................................................455
                           -----------
                  1.25     MDU Agreements.......................................................................455
                           --------------
                  1.26     MDU Complex..........................................................................455
                           -----------
                  1.27     Pay TV...............................................................................455
                           ------
                  1.28     Pay TV Units.........................................................................455
                           ------------
                  1.29     Permitted Encumbrances...............................................................455
                           ----------------------
                  1.30     Person...............................................................................456
                           ------
                  1.31     Purchase Price.......................................................................456
                           --------------
                  1.32     Real Property........................................................................456
                           -------------
                  1.33     Required Consents....................................................................456
                           -----------------
                  1.34     Security Interest....................................................................457
                           -----------------
                  1.35     Seller Contracts.....................................................................457
                           ----------------
                  1.36     Service Area.........................................................................457
                           ------------
                  1.37     Subscribers..........................................................................457
                           -----------
                  1.38     System...............................................................................457
                           ------


                                                          REGISTRATION STATEMENT
                                                                     Page II-446
<PAGE>
Section 2.        Sale of Assets................................................................................457
                  2.1      Sale of Assets.......................................................................457
                           --------------
                  2.2      Purchase Price.......................................................................457
                           --------------
                  2.3      Purchase Price Adjustment............................................................457
                           -------------------------
                  2.4      Holdback.............................................................................460
                           --------

Section 3.        Seller's Representations, Warranties, and Covenants...........................................460
                  3.1      Organization and Qualification.......................................................460
                           ------------------------------
                  3.2      Authority............................................................................461
                           ---------
                  3.3      Enforceability.......................................................................461
                           --------------
                  3.4      Cash Flow............................................................................461
                           ---------
                  3.5      Assets...............................................................................461
                           ------
                  3.6      Governmental Permits.................................................................462
                           --------------------
                  3.7      Seller Contracts.....................................................................462
                           ----------------
                  3.8      Records..............................................................................462
                           -------
                  3.9      No Breach or Violation...............................................................462
                           ----------------------
                  3.10     No Finders or Brokers................................................................463
                           ---------------------
                  3.11     Schedules............................................................................463
                           ---------
                  3.12     Compliance with Laws.................................................................463
                           --------------------
                  3.13     Financial Statements.................................................................463
                           --------------------
                  3.14     Tax Returns and Other Reports........................................................464
                           -----------------------------
                  3.15     Transfer Taxes.......................................................................464
                           --------------
                  3.16     Real Property........................................................................464
                           -------------
                  3.17     Employees............................................................................466
                           ---------
                  3.18     Employee Benefits....................................................................467
                           -----------------
                  3.19     Litigation and Violations............................................................471
                           -------------------------
                  3.20     Disclosure...........................................................................471
                           ----------
                  3.21     Investment Company...................................................................471
                           ------------------
                  3.22     CATV Instruments and Seller Contracts................................................471
                           -------------------------------------
                  3.23     FCC Compliance.......................................................................472
                           --------------
                  3.24     APUC Compliance......................................................................473
                           ---------------
                  3.25     Patents, Trademarks, and Copyrights..................................................473
                           -----------------------------------
                  3.26     No Other Assets or Liabilities.......................................................473
                           ------------------------------
                  3.27     Required Consents....................................................................474
                           -----------------
                  3.28     Overbuilds...........................................................................474
                           ----------
                  3.29     Effect of Certificates...............................................................474
                           ----------------------
                  3.30     Subscriber Numbers...................................................................474
                           ------------------
                  3.31     No Insolvency........................................................................474
                           -------------
                  3.32     Compliance with Law..................................................................474
                           -------------------
                  3.33     Disclosure...........................................................................475
                           ----------
                  3.34     Parent Entity........................................................................475
                           -------------

Section 4.        Assumed Liabilities and Excluded Assets.......................................................476
                  4.1      Assignment and Assumption............................................................476
                           -------------------------


                                                          REGISTRATION STATEMENT
                                                                     Page II-447
<PAGE>
                  4.2      Excluded Assets......................................................................476
                           ---------------

Section 5.        Buyer's Representations, Warranties, and Covenants............................................476
                  5.1      Organization and Authority...........................................................476
                           --------------------------
                  5.2      Capitalization.......................................................................476
                           --------------
                  5.3      Enforceability.......................................................................477
                           --------------
                  5.4      Records..............................................................................477
                           -------
                  5.5      No Breach or Violation...............................................................477
                           ----------------------
                  5.6      Compliance with Laws.................................................................478
                           --------------------
                  5.7      Financial Statements.................................................................478
                           --------------------
                  5.8      Tax Returns and Other Reports........................................................478
                           -----------------------------
                  5.9      Transfer Taxes.......................................................................479
                           --------------
                  5.10     Litigation and Violations............................................................479
                           -------------------------
                  5.11     Disclosure...........................................................................479
                           ----------
                  5.12     Investment Company...................................................................479
                           ------------------
                  5.13     No Finders or Brokers................................................................479
                           ---------------------
                  5.14     No Insolvency........................................................................479
                           -------------

Section 6.        Conduct Prior to Closing......................................................................480
                  6.1      Operation in Ordinary Course.........................................................480
                           ----------------------------
                  6.2      Agents...............................................................................480
                           ------
                  6.3      Seller Contracts.....................................................................480
                           ----------------
                  6.4      No New Buyer Securities..............................................................481
                           -----------------------
                  6.5      Employees............................................................................481
                           ---------
                  6.6      Access to Premises and Records.......................................................481
                           ------------------------------
                  6.7      Existing Relationships...............................................................482
                           ----------------------
                  6.8      Required Consents....................................................................482
                           -----------------
                  6.9      Compliance with CLI Standards........................................................482
                           -----------------------------
                  6.10     MDU Agreements.......................................................................483
                           --------------
                  6.11     Public Announcements.................................................................483
                           --------------------
                  6.12     Due Diligence........................................................................483
                           -------------
                  6.13     Correction of any Noncompliance Prior to Closing.....................................483
                           ------------------------------------------------
                  6.14     Leased Equipment.....................................................................483
                           ----------------
                  6.15     Estoppel Certificates and Franchise Forms............................................484
                           -----------------------------------------
                  6.16     HSR Notification.....................................................................484
                           ----------------
                  6.17     No Shopping..........................................................................484
                           -----------
                  6.18     Notification of Certain Matters......................................................485
                           -------------------------------
                  6.19     Risk of Loss; Condemnation...........................................................485
                           --------------------------
                  6.20     Lien and Judgment Searches...........................................................485
                           --------------------------
                  6.21     Transfer Taxes.......................................................................486
                           --------------
                  6.22     Letter to Programmers................................................................486
                           ---------------------
                  6.23     Updated Schedules....................................................................486
                           -----------------
                  6.24     Use of Seller's Name.................................................................486
                           --------------------
                  6.25     Subscriber Billing Services..........................................................486
                           ---------------------------


                                                          REGISTRATION STATEMENT
                                                                     Page II-448
<PAGE>
                  6.26     Satisfaction of Conditions...........................................................486
                           --------------------------

Section 7.        Closing.......................................................................................487

Section 8.        Deliveries by Seller at Closing...............................................................487

Section 9.        Deliveries by Buyer at Closing................................................................489

Section 10.       Conditions to Obligations of Buyer............................................................491
                  10.1     Accuracy of Representations and Compliance with Conditions...........................491
                           ----------------------------------------------------------
                  10.2     Deliveries Complete..................................................................491
                           -------------------
                  10.3     No Adverse Change....................................................................491
                           -----------------
                  10.4     Restraint of Proceedings.............................................................492
                           ------------------------
                  10.5     Inspection...........................................................................492
                           ----------
                  10.6     Cash Flow............................................................................492
                           ---------

Section 11.       Conditions to Obligations of Seller...........................................................492
                  11.1     Accuracy of Representations and Compliance with Conditions...........................492
                           ----------------------------------------------------------
                  11.2     Deliveries Complete..................................................................492
                           -------------------
                  11.3     No Adverse Change....................................................................492
                           -----------------
                  11.4     Restraint of Proceedings.............................................................493
                           ------------------------

Section 12.       Conditions to Both Parties Obligations........................................................493
                  12.1     Consents.............................................................................493
                           --------
                  12.2     No Governmental Action...............................................................493
                           ----------------------

Section 13.       Transactions Subsequent to Closing............................................................493
                  13.1     Further Actions......................................................................493
                           ---------------
                  13.2     COBRA Benefits.......................................................................493
                           --------------

Section 14.       Agreement Not to Compete......................................................................493
                  14.1     Agreement............................................................................493
                           ---------
                  14.2     Breach of Agreement..................................................................494
                           -------------------
                  14.3     Enforceability.......................................................................494
                           --------------

Section 15.   Survival of Representations and Warranties; Indemnification.......................................494
                  15.1     Survival.............................................................................494
                           --------
                  15.2     Indemnity by Seller..................................................................494
                           -------------------
                  15.3     Indemnity by Buyer...................................................................495
                           ------------------
                  15.4     Defense of Claims....................................................................495
                           -----------------
                  15.5     Right to Offset......................................................................496
                           ---------------


                                                          REGISTRATION STATEMENT
                                                                     Page II-449
<PAGE>
                  15.6     Determination of Indemnified Amounts.................................................496
                           ------------------------------------

Section 16.       Termination...................................................................................497
                  16.1     Mutual Consent.......................................................................497
                           --------------
                  16.2     Default by Seller....................................................................497
                           -----------------
                  16.3     Default by Buyer.....................................................................498
                           ----------------

Section 17.       Miscellaneous.................................................................................498
                  17.1     Expenses.............................................................................498
                           --------
                  17.2     Modification.........................................................................498
                           ------------
                  17.3     Attorneys' Fees......................................................................499
                           ---------------
                  17.4     Right to Specific Performance........................................................499
                           -----------------------------
                  17.5     Notice...............................................................................499
                           ------
                  17.6     Waiver...............................................................................500
                           ------
                  17.7     Binding Effect; Assignment...........................................................500
                           --------------------------
                  17.8     No Third Party Beneficiaries.........................................................500
                           ----------------------------
                  17.9     Rights Cumulative....................................................................500
                           -----------------
                  17.10    Further Actions......................................................................500
                           ---------------
                  17.11    Severability.........................................................................500
                           ------------
                  17.12    Captions.............................................................................500
                           --------
                  17.13    Counterparts.........................................................................501
                           ------------
                  17.14    Governing Law........................................................................501
                           -------------
                  17.15    Incorporation by Reference...........................................................501
                           --------------------------
                  17.16    Construction.........................................................................501
                           ------------
                  17.17    Confidentiality......................................................................501
                           ---------------
</TABLE>


EXHIBITS

         A    -   Bill of Sale
         B    -   Escrow Agreement
         C    -   Assignment and Assumption Agreement
         D    -   Assignment of Lease
         E    -   Non-Compete Agreement
         F    -   Guaranty
         G    -   Letter to Programmers
         H    -   FIRPTA Affidavit
         I    -   Opinion of Seller's Counsel
         J    -   Opinion of Seller's FCC and APUC Counsel

SCHEDULES

         1    -   The CATV Business (including Rate Schedule)
         2    -   CATV Instruments


                                                          REGISTRATION STATEMENT
                                                                     Page II-450
<PAGE>
         3    -   Company Contracts
         4    -   Required Consents
         5    -   Equipment and Vehicles Owned
         6    -   Real Property Owned
         7    -   Security  Interests  to Be  Discharged  Prior to Closing and
                  Permitted Security Interests
         8    -   Proceedings and Judgments
         9    -   Employee Matters
         10   -   Excluded Assets
         11   -   MDU Agreements
         12   -   Buyer's Required Consents
         13   -   Buyer's Tax Matters
         14   -   Buyer's Proceedings and Judgments



                                                          REGISTRATION STATEMENT
                                                                     Page II-451
<PAGE>



                            ASSET PURCHASE AGREEMENT



                  This Asset Purchase Agreement  ("Agreement") is made as of May
     , 1996, among General  Communication,  Inc., an Alaska corporation,  or its
wholly-owned subsidiary,  ("Buyer"), and McCaw/Rock Seward Cable System, a joint
venture ("Seller").  This Agreement states the terms upon which Seller agrees to
sell to Buyer, and Buyer agrees to purchase from Seller,  all of Seller's Assets
(as defined below).

                  WHEREAS,  Seller is engaged in the business of providing cable
television  services  to  subscribers  in and around the Service  Area  (defined
below); and

                  WHEREAS,  Buyer desires to purchase and Seller desires to sell
all of  Seller's  Assets  used or useful in  connection  with the CATV  Business
(defined below);

                  In  consideration  of the terms,  conditions,  and  agreements
contained in this Agreement, the parties agree as follows:

Section 1                 Definitions

                  1.1  Affiliate.  "Affiliate"  shall  mean any person or entity
controlling,  controlled  by or under  common  control  with a person or entity;
"control" means the ownership,  directly or indirectly,  of equity securities or
other  ownership  interests  in a person or entity by another  person or entity,
which  represent  more than 50% of the voting power or equity  ownership in such
person or entity.

                  1.2  APUC.  "APUC"  shall  mean the  Alaska  Public  Utilities
Commission.

                  1.3  APUC  Certificate.  "APUC  Certificate"  shall  mean  the
applicable certificate of public convenience and necessity issued by APUC, being
Certificate No. 367 for the Service Area legally described herein.

                  1.4 Assets. "Assets" shall include all properties, privileges,
rights,  interests and claims,  real and personal,  tangible and intangible,  of
every type and  description,  that are owned,  held, used, or useful in the CATV
Business  located in and around the Service  Area in which Seller has any right,
title or  interest,  including  but not  limited  to the CATV  Instruments,  the
Intangibles,  Seller  Contracts,  the  Equipment,  and the  Real  Property,  but
excluding any Excluded Assets set forth on Schedule 10.

                  1.5 Basic CATV Services. "Basic CATV Services" shall mean CATV
programming  sold to Subscribers as a package and delivered to such  Subscribers
by coaxial cable,  including  broadcast and satellite  service  programming  for
which a Subscriber pays a fixed monthly fee to Seller, but not including Pay TV.



                                                          REGISTRATION STATEMENT
                                                                     Page II-452
<PAGE>
                  1.6 Basic Subscriber. "Basic Subscriber" shall mean any person
who pays Seller the full monthly price (but  including a subscriber who receives
a senior citizen discount, but not including a subscriber who receives any other
discount) for Basic CATV Services in accordance  with standard  rates charged by
Seller as set forth on Schedule 1, who was not  solicited  since March 14, 1996,
to  purchase  such  services  by  any  promotions,   offers  of  discounts,   or
extraordinary  marketing  techniques which promotions,  discounts,  or marketing
techniques were inconsistent with Seller's previous business practices,  and who
has paid in full without discount (except for senior citizen discounts) at least
one monthly payment in the ordinary course of business for CATV services and who
is not  pending  disconnection  for any  reason  (other  than  non-payment  of a
delinquent bill in an amount less than Ten and 01/100 Dollars ($10.01),  and who
is not  delinquent in payment for an amount in excess of Ten and no/100  Dollars
($10.00)  for such  CATV  services.  For this  purpose,  a  Subscriber  shall be
delinquent  if any part of his or her account is more than  sixty-two  (62) days
past due from the invoice date.

                  1.7 CATV. "CATV" shall mean cable television.

                  1.8 CATV Business.  "CATV  Business" shall refer to all of the
Assets and business of the CATV Systems as presently  conducted by Seller in and
around the Service Area as described on Schedule 1 to this Agreement.

                  1.9 CATV Instruments.  "CATV  Instruments"  shall refer to all
intangible  CATV channel  distribution  rights  owned,  used, or held for use by
Seller,  all franchise  agreements,  pole attachment rights,  leases,  licenses,
easements,  crossing permits and service agreements,  as described on Schedule 2
to this Agreement.

                  1.10 CATV System. "CATV System" shall refer to a complete CATV
reception  and  distribution  system of Seller  which is part of  Seller's  CATV
Business and consisting of one or more headends, equipment, Subscriber drops and
associated  electronic  equipment,  which is, or is  capable  of being,  without
modification,  operated as an  independent  system without  interconnections  to
other systems. Any systems which are interconnected or which are served in total
or in part by a common headend shall be considered a single CATV System.

                  1.11 Closing and Closing  Date.  "Closing"  shall refer to the
consummation of the transactions  contemplated by this Agreement,  to take place
at a meeting  held at the place and on the date  ("Closing  Date")  specified in
Section 7 of this Agreement.

                  1.12 COBRA.  "COBRA" shall be as defined in Section 3.17.

                  1.13 Current Assets.  "Current  Assets" shall be as defined in
Section 2.3(ii).

                  1.14  Employees.  "Employees"  shall be as  defined in Section
3.17.


                                                          REGISTRATION STATEMENT
                                                                     Page II-453
<PAGE>
                  1.15 Employee Plans.  "Employee  Plans" shall be as defined in
Section 3.18.

                  1.16  Encumbrance.  Any  mortgage,  lien,  security  interest,
security  agreement,  conditional  sale  or  other  title  retention  agreement,
limitation,   pledge,   option,  charge,   assessment,   restrictive  agreement,
restriction,  encumbrance,  adverse  interest,  restriction  on  transfer or any
exception  to  or  defect  in  title  or  other  ownership  interest  (including
reservations,   rights-of-way,   possibilities   of   reverter,   encroachments,
easements, rights of entry, restrictive covenants, leases and licenses).

                  1.17  Equipment.  "Equipment"  shall  refer  to  all  tangible
personalty, electronic devices, trunk and distribution coaxial and optical fiber
cable, amplifiers, power supplies, conduit, vaults and pedestals,  grounding and
pole hardware, Subscriber's devices (including, without limitation,  converters,
encoders,   transformers   behind  television  sets  and  fittings),   "headend"
(origination,  earth stations,  transmission and distribution  system) hardware,
test  equipment,  vehicles,  and other personal  property and facilities  owned,
leased,  used, or held for use in the CATV Business,  as described on Schedule 5
to this Agreement.

                  1.18 Equivalent Basic Subscribers or EBS's.  "Equivalent Basic
Subscribers" or "EBS's" shall mean at a specified date a number representing the
sum of the  equivalent of Basic  Subscribers  of each franchise area in the CATV
Systems  derived by dividing (a) the total monthly  billings for sales by Seller
of Basic CATV  Services for the most recent month ended prior to such  specified
date to single  family  households  which pay less than the full  non-discounted
(other than senior citizen  discounts) monthly price for Basic CATV Services and
to bulk accounts  (provided  that in no event shall such  billings  include more
than a single  month's  charges for any such single  family  household or single
bulk account), by (b) the full non-discounted monthly price charged by Seller to
single family  households  for Basic CATV  Services in accordance  with standard
rates charged by Seller at the Closing Date in such  franchise  area;  provided,
however,  that in no event shall such  standard  rates  charged by Seller at the
Closing  Date be less than those set forth on  Schedule  1. For  purposes of the
foregoing,  there shall be excluded  (a) all billings to any  discounted  single
family household or bulk account for which a payment of more than ten dollars is
more than  sixty-two (62) days past due from the invoice date (whether for Basic
CATV Services or Pay TV or otherwise); (b) all billings to any discounted single
family household or bulk account which has not paid at least one month's payment
for Basic CATV Services,  including payment of all installation charges owed and
due;  (c) that  portion of the  billings to each  discounted  (other than senior
citizen  discounts)  single family household or bulk account which represents an
installation  or  other  non-recurring  charge,  a  charge  for  any  outlet  or
connection  other than the first outlet or first connection in any single family
household  or, with respect to a bulk  account,  in any  residential  unit (e.g.
individual  apartment or rental unit), a charge for any tiered service  (whether
or not included  within Pay TV), or a  pass-through  charge for copyright  fees,
sales taxes, etc.; (d) all billings to 


                                                          REGISTRATION STATEMENT
                                                                     Page II-454
<PAGE>
any  discounted  single  family  household  or bulk  account  which  is  pending
disconnection  for any reason;  and (e) all  billings to any  discounted  single
family  household or bulk account which was  solicited  since March 14, 1996, by
any promotions, offers of discounts, or extraordinary marketing techniques which
promotions,  discounts,  or marketing techniques were inconsistent with Seller's
previous business practices.

                  1.19 ERISA.  "ERISA" shall be as defined in Section 3.17.

                  1.20 Excluded Assets.  "Excluded  Assets" shall refer to those
Assets  which  will not be owned by  Seller  on the  Closing  Date as  listed on
Schedule 10.

                  1.21  FCC.   "FCC"  shall  mean  the  Federal   Communications
Commission.

                  1.22 Financial Statements.  "Financial Statements" shall be as
defined in Section 3.13.

                  1.23 Governmental Authority. (a) The United States of America,
(b) any state,  commonwealth,  territory or  possession  of the United States of
America   and   any   political   subdivision   thereof   (including   counties,
municipalities  and the  like),  (c) any  foreign  (as to the  United  States of
America)  sovereign  entity and any political  subdivision  thereof,  or (d) any
agency,  authority or  instrumentality  of any of the  foregoing,  including any
court, tribunal, department, bureau, commission or board.

                  1.24  Intangibles.   "Intangibles"   shall  mean  all  general
intangibles   including,   but  not  limited  to,  Subscriber  lists,   accounts
receivable,  claims (excluding any claims relating to Excluded Assets), patents,
copyrights, and goodwill, if any.

                  1.25 MDU  Agreements.  "MDU  Agreements"  shall mean the fully
executed agreements required by Section 6.10 hereof.

                  1.26 MDU  Complex.  "MDU  Complex"  shall mean any  apartment,
condominium, or townhome complex or mobile home park and any other multiple unit
dwelling  project subject to common  ownership  which  currently  receives cable
television service from the CATV Business.

                  1.27 Pay TV. "Pay TV" shall mean premium programming  services
selected by and sold to Subscribers  for monthly fees in addition to the fee for
Basic CATV Services.

                  1.28 Pay TV  Units.  "Pay TV  Units"  shall  mean  each Pay TV
service subscribed for by all Basic Subscribers.

                  1.29 Permitted  Encumbrances.  "Permitted  Encumbrances" shall
mean: (i) liens for taxes,  assessments and governmental charges not yet due and
payable,  or 


                                                          REGISTRATION STATEMENT
                                                                     Page II-455
<PAGE>
the  validity of which are being  contested  diligently  and in good faith,  and
installments  of special  assessments  not yet due and payable;  (ii)  statutory
liens  arising  in  connection  with the  ordinary  course of  business  not yet
delinquent or the validity of which are being  contested  diligently and in good
faith;  (iii) zoning laws and ordinances and similar  governmental  regulations;
(iv) rights  reserved to any  municipality  or  government,  statutory or public
authority  to  regulate  the  affected  property;  and (v) as to  Real  Property
interests,  any  liens,  encumbrances,  easements,  rights-of-way,   servitudes,
permits,   leases,  other  minor  title  defects,   conditions,   covenants  and
restrictions,  and minor  imperfections  or  irregularities  in title  which are
reflected  in the public  records.  The  foregoing  notwithstanding,  "Permitted
Encumbrances"  shall not  include  any item of which  Seller has  warranted  the
absence of  elsewhere in this  Agreement  and  furthermore  shall not prevent or
inhibit in any way the conduct of Seller's CATV Business. No implication is made
from the foregoing or any reference to Permitted  Encumbrances in this Agreement
or in any documents or instruments  delivered in connection  herewith that Buyer
shall  be  or  shall  become  liable  or  responsible  for  any  liens,   taxes,
assessments, charges, or statutory liens described in (i) or (ii) above accruing
or arising  for the period  prior to the  Closing  Date or which are  imposed or
assessed  against  Seller for the period prior to the Closing  Date;  and Seller
shall remain fully liable and responsible  therefor and shall indemnify and hold
Buyer harmless from and against any thereof pursuant to Section 16.

                  1.30 Person.  Any natural  person,  corporation,  partnership,
trust,  unincorporated  organization,  association,  limited liability  company,
Governmental Authority or other entity.

                  1.31 Purchase Price.  The "Purchase Price" for Seller's Assets
shall be as defined in Section 2.2.

                  1.32 Real  Property.  "Real  Property"  shall mean all realty,
including  appurtenances,  improvements,  and fixtures  located  thereon and any
other interests in real property owned by Seller and used or held for use in the
CATV Business,  including, without limitation, fee interests in Seller's offices
and headend sites,  leasehold  interests,  easements,  wire crossing permits and
rights of entry described on Schedule 6 to this Agreement.

                  1.33 Required  Consents.  "Required  Consents"  shall mean all
governmental franchises,  approvals,  licenses,  consents, and any and all other
authorizations  or approvals and consents,  necessary and required for Seller to
transfer and convey, and Buyer to purchase, the Assets, and for Buyer to conduct
Seller's  CATV  Business  at the  places  and in the  manner in which  such CATV
Business is presently  conducted and will be conducted on the Closing Date.  All
of  Company's  Required  Consents  are  listed on  Schedule 4 and all of Buyer's
Required Consents are listed on Schedule 12 to this Agreement.


                                                          REGISTRATION STATEMENT
                                                                     Page II-456
<PAGE>
                  1.34 Security  Interest.  "Security  Interest"  shall mean any
mortgage,  lien,  security interest,  security  agreement,  limitation,  pledge,
option, charge,  assessment,  restrictive agreement,  restriction,  encumbrance,
adverse  interest,  claim,  restraint on transfer,  or claim  against title with
respect to any of the Assets.

                  1.35 Seller Contracts.  "Seller  Contracts" shall refer to all
contracts and  agreements  pertaining to the lawful  ownership,  operation,  and
maintenance of the CATV Business or used in the CATV  Business,  other than CATV
Instruments, as described on Schedule 3 to this Agreement.

                  1.36 Service Area. "Service Area" shall mean the area in which
Seller operates the CATV Business,  specifically  in and around Seward,  Alaska,
pursuant to applicable APUC Certificate No. 367.

                  1.37   Subscribers.   "Subscribers"   shall   mean  all  Basic
Subscribers and EBS's.

                  1.38  System.  A  complete  cable  television   reception  and
distribution  system operated in the conduct of the Business,  consisting of one
or  more  headends,   subscriber  drops  and  associated  electronic  and  other
equipment, and which is, or is capable of being, without modification,  operated
as an independent system without  interconnections to other systems. Any systems
which are  interconnected  or which  are  served in total or in part by a common
headend will be considered a single System.

Section 2                 Sale of Assets.

                  2.1  Sale of  Assets.  At the  Closing,  upon  the  terms  and
conditions set forth in this Agreement, Seller agrees to sell, convey, transfer,
assign,  and deliver to Buyer, and Buyer agrees to purchase from Seller,  all of
the Seller's  right,  title and interest in, to and under the Assets.  Except as
otherwise  provided,  all the Assets are  intended to be  transferred  to Buyer,
whether or not described in the Schedules.

                  2.2  Purchase  Price.  Buyer  will  deliver  to  Seller at the
Closing  Two  Million  Eight  Hundred   Eighty-Three   Thousand   Eight  Hundred
Sixty-Eight  Dollars  ($2,883,868)  in  cash  less a  holdback  of  Seventy-five
Thousand  Dollars  ($75,000.00)  and as adjusted by Section 2.3. Such payment in
cash constitutes the "Purchase Price."

                  2.3 Purchase Price  Adjustment.  The Purchase Price payable in
cash shall be:

                           decreased by:

                                       (i)       the  Assumed   Liabilities   as
                                                 described in Section 4.1 (a)(i)
                                                 and  (ii)  which,   as  of  the
                                                 Closing Date,  are  


                                                          REGISTRATION STATEMENT
                                                                     Page II-457
<PAGE>
                                                 liabilities  as accrued  and/or
                                                 which in  accordance  with GAAP
                                                 should  have  been  accrued  as
                                                 liabilities  as of the  Closing
                                                 Date;

                           and increased by:

                                       (ii)      current  assets other than cash
                                                 and cash equivalents  ("Current
                                                 Assets")   of   Seller  at  the
                                                 Closing  Date,  such as prepaid
                                                 expenses of Seller which relate
                                                 to goods and services  that are
                                                 to be  received  by Buyer after
                                                 the Closing Date and in respect
                                                 of which  Buyer will  receive a
                                                 benefit,      and      accounts
                                                 receivable.

                           Receivables Adjustment.  Seller's subscriber accounts
receivable  which relate to the billing  periods prior to the billing  period in
which the Closing Date occurs,  and in the event the Closing Date does not occur
on the last day of a  billing  period,  the  amount of the  subscriber  accounts
receivable  which relate to the billing  period in which the Closing Date occurs
(the "Billing Period Receivables") which are attributable to the period prior to
the Closing Date  (together,  subject to the  immediately  succeeding  sentence,
herein called the "Customer Accounts  Receivable"),  shall be considered Current
Assets to the extent actually  collected  within the two month period  following
the Closing Date by or for the benefit of Buyer and shall be included as such in
the Final Adjustments Report. Billing Period Receivables shall be prorated based
on the days in the billing period before and after the Closing Date, the portion
attributable to the period before the Closing Date shall be included in Customer
Accounts Receivable and the portion attributable to the period after the Closing
Date shall not be so included.

                           In addition  to the  foregoing,  to the extent  Buyer
receives payments for other accounts  receivable or similar  receivables  (other
than Customer  Accounts  Receivable),  which  payments are  attributable  to the
period  prior to the Closing  Date in  connection  with the  calculation  of the
Preliminary  Adjustments Report and/or the Final Adjustments  Report, the amount
of such  accounts  receivable or similar  receivables  actually  collected  (the
"Other  Receivables")  shall be considered  cash  equivalents  and an adjustment
shall be made to the Purchase Price,  and any additional  payments shall be paid
by check from Buyer to Seller.

                           To the extent that the Customer  Accounts  Receivable
and Other Receivables  actually collected by Buyer within the three-month period
following the Closing Date exceed the amount of the Customer Accounts Receivable
and Other  Receivables  which were collected  during the first two-month  period
following the Closing and for which an adjustment was made pursuant to the Final
Adjustments  Report,  a  further  adjustment  shall  be made  (the  "Post-Period
Adjustment")  and any  additional  payment  shall be paid by check from Buyer to
Seller.  A Post-Period  Adjustment  Report  


                                                          REGISTRATION STATEMENT
                                                                     Page II-458
<PAGE>
regarding the collections  shall be certified by an authorized  officer of Buyer
to be true,  complete and correct as of the date it is  delivered.  Any Customer
Accounts  Receivable and any Other  Receivables  not  previously  assigned which
Buyer does not collect within the three-month  period following the Closing Date
shall, promptly after said three-month period, be reassigned to Seller.

                           Buyer shall not forgive any of said receivables prior
to the end of said  three-month  period.  All Customer  Accounts  Receivable and
Other Receivables collected by Buyer shall be deemed allocated to receivables in
the order in which they were incurred.  At Seller's reasonable request,  Buyer's
records  with  reference  to  collection  of accounts  receivable  shall be made
available to Seller.

                           Preliminary Adjustments. A complete and detailed list
(the  "Preliminary  Adjustments  Report")  of  all  such  known  prorations  and
adjustments  in the  Purchase  Price  shall be  prepared  in good faith and on a
reasonable  basis by Seller.  The  parties  hereto  agree  that the  Preliminary
Adjustments Report shall consist of an adjustment to the Purchase Price pursuant
hereto as of the end of the last quarter prior to the Closing Date, and that the
amount of the Purchase Price  delivered on the Closing Date shall be adjusted in
accordance  with such  Report.  Buyer's  representatives  shall be  permitted to
participate in the preparation of the report, with access to all books, records,
and  other  documents  used  in  the  preparation   thereof.   Said  Preliminary
Adjustments  Report  shall be  delivered  by Seller to Buyer at least  five days
prior to the Closing,  and subject to the  provisions  below,  the party thereby
obligated  to pay shall pay the items by increase  or  decrease of the  Purchase
Price.  In the event  Buyer  disagrees  with any items on said  list,  Buyer and
Seller  shall in good  faith  estimate  such item,  and the  average of such two
estimates  shall be utilized in making the  adjustment of the Purchase  Price at
the  Closing  Date,  subject to final  adjustment  as provided  for below.  With
respect to the adjustments done pursuant to the Preliminary  Adjustments  Report
as of the end of the last quarter prior to the Closing  Date,  the amount of the
increase in the Purchase Price resulting from Customer Accounts Receivable shall
be  calculated  as of such date based upon (a) 95% of the face value of Customer
Accounts  Receivable which, as of such date, are one month (either 30 days or 31
days,  depending upon the month in question) or less past due from the first day
of the billing period to which the amount relates; (b) 90% of the face amount of
any Customer Accounts Receivable which, as of such date, are more than one month
but not more than two months past due from the first day of the  billing  period
to  which  the  amount  relates;  (c)  60% of the  face  amount  of any  amounts
receivable  which,  as of such date,  are more than two months but not more than
three  months  past due from the  first day of the  billing  period to which the
amount  relates;  and  (d) 0% of  the  face  amount  of  any  Customer  Accounts
Receivable  which, as of such date, are more than three months past due from the
first day of the billing period to which the amount relates.  Other  Receivables
which are to be collected  following  the Closing Date shall also be included in
the Preliminary Adjustments Report.


                                                          REGISTRATION STATEMENT
                                                                     Page II-459
<PAGE>
                           Post-Closing  Adjustment.  Within  60 days  after the
Closing  Date,  Seller and Buyer will  prepare a report (the "Final  Adjustments
Report"),  prepared in good faith and on a reasonable  basis,  setting  forth in
reasonable  detail the  adjustments  described  above  including any adjustments
based on  Seller's  and  Buyer's  actual  collection  of the  Customer  Accounts
Receivable and Other Receivables as of the date one day before such Report.  The
Final Adjustments Report shall make such changes to the Preliminary  Adjustments
Report  as are  necessary  to  recalculate  as of the  Closing  Date  all of the
adjustments  and  prorations to the Purchase  Price set forth herein (which were
calculated in the Preliminary Adjustments Report generally as of the last day of
the quarter prior to the Closing Date).

                           Seller  and  Buyer  shall  provide  each  other  with
reasonable  access to all  records  which  they have in their  possession  which
pertain to such  collections  for the period after the Closing  Date,  which are
necessary for a review of the Post-Period Adjustment Report.

                           The  Purchase  Price as  determined  pursuant  to the
Preliminary  Adjustments  Report  shall be  compared  to the  Purchase  Price as
determined pursuant to the Final Adjustments Report and, within 10 business days
following  acceptance of the Final Adjustments  Report by Buyer and Seller,  any
adjustment amount to be paid pursuant to such report shall be paid to the proper
party from the Escrow described in Section 2.4.

                           To the extent the  parties are unable to agree on the
Final  Adjustments  Report within 90 days after the Closing Date,  all issues in
the  Report  which  are not  agreed  upon  shall be  submitted  to the  national
accounting firm of Deloitte & Touche,  LLP together with a written  statement of
the issues by Buyer and by Seller and the  determination of such accounting firm
shall be final and binding on all parties.

                  2.4  Holdback.  At the  Closing,  Seller and Buyer  shall each
deposit in  escrow,  pursuant  to an escrow  agreement  in a form  substantially
similar  to  Exhibit  B, cash in the  amount of  Seventy-Five  Thousand  Dollars
($75,000) (the "Holdback") to secure each party's  indemnification  for breaches
of representations, warranties and covenants. If no breach of this Agreement has
occurred or is reasonably alleged to have occurred, such escrowed funds shall be
released to the party which  placed  such funds in escrow,  effective  as of one
hundred eighty (180) days after the Closing Date.

Section 3                 Seller's Representations, Warranties, and Covenants

                  Seller represents, warrants, and covenants to Buyer, as of the
date of this Agreement and as of the Closing, as follows:

                  3.1 Organization and Qualification. Seller is a joint venture,
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Alaska.  


                                                          REGISTRATION STATEMENT
                                                                     Page II-460
<PAGE>
Seller has all  requisite  power and  authority to carry on the CATV Business as
currently  conducted and to own, lease,  use, and operate its Assets as they are
currently  owned,  leased  and used and to  conduct  its  business  as it is now
conducted.  The copy of Seller's Joint Venture Agreement,  as amended, which has
been  delivered to Buyer is complete and correct,  and such  document is in full
force and effect and has not been further amended.

                  3.2  Authority.  Seller  has all  requisite  capacity,  power,
right, capitalization, and authority to enter into this Agreement and to perform
its obligations under this Agreement.  The execution,  delivery, and performance
of this  Agreement and all other  documents and  instruments  to be executed and
delivered in connection herewith  ("Transaction  Documents") by Seller have been
duly authorized by all applicable  partnership  actions of Seller. No consent of
or  authorization  from any person or other entity,  including any  Governmental
Authority,  is  required  to be  obtained  in  connection  with  the  execution,
delivery,  and performance of this Agreement and of the Transaction Documents by
Seller, except for the Required Consents described in Schedule 4.

                  3.3 Enforceability. This Agreement, the Transaction Documents,
and all documents,  instruments,  and  certificates  to be delivered  under this
Agreement, assuming all such documents,  instruments and certificates constitute
legal,  valid and binding  obligations of Buyer,  constitute  legal,  valid, and
binding  obligations of Seller,  enforceable  against Seller in accordance  with
their  respective  terms,  except  as the same  may be  limited  by  bankruptcy,
insolvency,   reorganization,   moratorium,  or  other  similar  laws  affecting
generally  the  enforcement  of creditors'  rights and by general  principles of
equity.

                  3.4 Cash Flow.  Seller's and  McCaw/Rock  Homer Cable System's
combined  actual cash flow before  overhead  (identified in Seller's  respective
financial statements as "administration  expenses") and after elimination of the
inter-company  transactions with Alaska  Cablevision,  Inc. ("ACI") was not less
than Four Hundred  Sixty-Six  Thousand and no/100 Dollars  ($466,000.00) for the
year ended  December  31, 1995.  Seller's  financial  statements  reviewed by an
independent  Certified Public  Accountant as and for the year ended December 31,
1995, have been provided to Buyer.

                  3.5 Assets. Seller has exclusive, good and marketable title to
(or, in the case of Assets that are leased,  valid  leasehold  interests in) the
Assets (other than Real Property, as to which the representations and warranties
in Section 3.16 apply). The Assets are free and clear of all Encumbrances of any
kind or nature,  except (a) Permitted  Encumbrances,  (b) restrictions stated in
the  Governmental  Permits and (c)  Encumbrances  disclosed on Schedule 7, which
will be removed and released at or prior to the Closing.  Except as set forth on
Schedules  2 or 3, none of the  Equipment  is  leased  by Seller  from any other
Person.  The Assets are all the assets  necessary to permit Buyer to conduct the
Business  substantially  as it is being  conducted on the date 


                                                          REGISTRATION STATEMENT
                                                                     Page II-461
<PAGE>
of this  Agreement  and in  compliance  with all legal  requirements  and Seller
Contracts and to perform all the Assumed  Liabilities  (defined in Section 4.1).
Except as set forth in Schedule 5, the Equipment is in good operating  condition
and repair,  ordinary wear and tear excepted given the age of such equipment and
the use to which it is put and is suitable and adequate for continued use in the
manner in which it is  presently  used.  No Person  other  than  Seller has been
granted or, to Seller's knowledge,  has applied for a cable television franchise
in any area currently served by the Seller's CATV Business.

                  3.6 Governmental  Permits.  Complete and correct copies of the
Governmental Permits, all of which are listed on Schedule 2 or Schedule 10, have
been  delivered by Seller to Buyer.  The  Governmental  Permits are currently in
full force and effect,  are not in default,  and are valid under all  applicable
legal  requirements  according  to  their  terms.  There  is  no  legal  action,
governmental proceeding or investigation,  pending or threatened,  to terminate,
suspend or modify any  Governmental  Permit and Seller is in compliance with the
material  terms and  conditions of all the  Governmental  Permits and with other
applicable  requirements of all Governmental  Authorities (including the FCC and
the Register of Copyrights) relating to the Governmental Permits,  including all
requirements for  notification,  filing,  reporting,  posting and maintenance of
logs and records.

                  3.7 Seller Contracts. All of Seller Contracts are described on
Schedule 2 or Schedule 10.  Complete and correct copies of all Seller  Contracts
have been  provided  to Buyer.  Each of Seller  Contracts  is in full  force and
effect and constitutes the valid, legal,  binding and enforceable  obligation of
Seller and Seller is not and to Seller's knowledge,  each other party thereto is
not in breach or default of any terms or conditions thereunder.

                  3.8  Records.  Seller's  books,  as made  available  to Buyer,
contain current,  complete,  and accurate records of all meetings and actions of
Seller's partners, and, if any, committees of the partners. All material actions
and transactions  taken or entered into by Seller or otherwise  requiring action
by its  partners  have been duly  authorized  or ratified as  necessary  and are
evidenced in Seller's  books.  Seller's books and ledgers,  as made available to
Buyer,  contain  complete and accurate records of all issuances and transfers of
its partnership  interests.  The signatures appearing in such books, and ledgers
are the genuine signatures of the persons purporting to have signed them.

                  3.9 No Breach or  Violation.  Subject  only to  obtaining  the
consents and approvals  set forth on Schedule 4, the  execution,  delivery,  and
performance  of this  Agreement  by  Seller  (a) does not and will not (with the
giving of notice or  passage of time or both) (i)  conflict  with or result in a
breach or violation by Seller of, or (ii)  constitute a default by Seller under,
or (iii) create any right of termination,  cancellation,  or acceleration by any
party pursuant to, any of the CATV Instruments or Seller Contracts, any statute,
ordinance, rule, or regulation, or any agreement, instrument, 


                                                          REGISTRATION STATEMENT
                                                                     Page II-462
<PAGE>
judgment,  or order  to which  Seller  is a party or by which  Seller,  the CATV
Business, or any of the Assets is bound or may be affected, and (b) does not and
will not (with the giving of notice or passage of time or both) create or impose
any Security Interest on any of the Assets.

                  3.10 No Finders or Brokers.  Seller has not  entered  into any
contract, arrangement, or understanding with any person or firm which may result
in any obligation of Buyer or Seller to pay any finder's,  broker's,  or agent's
fees or  commissions  or other  like  payments  as a result of the  transactions
contemplated  by this  Agreement,  except  that  Seller  shall  pay all fees and
expenses due to Daniels and Associates.

                  3.11  Schedules.  The  Schedules  to this  Agreement  list all
Assets owned, held, used, or useful for the performance of any CATV Instruments,
Seller Contracts and for the lawful conduct of the CATV Business.  All Schedules
to this Agreement are true, accurate, and complete.

                  3.12  Compliance  with Laws.  Seller is in compliance with all
applicable  laws,  rules,  regulations,  orders,  ordinances,  and  codes of the
Governmental  Authorities  having  jurisdiction over the business and affairs of
Seller.

                  3.13  Financial  Statements.  Seller  has  delivered  to Buyer
correct and complete copies of Seller's financial statements for each of the two
most recent fiscal years ended prior to the date of this  Agreement,  which were
reviewed by an independent,  Certified Public Accountant,  and unaudited interim
quarterly  financial  statements  for periods  subsequent to the end of the most
recent  fiscal  year end  within  thirty  (30)  days  after the end of each such
quarter (the "Financial Statements").  The Financial Statements are complete and
correct,   were  prepared  in  accordance  with  generally  accepted  accounting
principles  applied on a consistent basis throughout the periods covered thereby
(except,  in the  case  of  interim  financial  statements,  subject  to  normal
recurring year-end adjustments and the absence of footnotes), and fairly present
in  accordance  with  generally  accepted  accounting  principles  the financial
condition  and results of operation of Seller as of the dates  indicated and for
the periods covered thereby. Except as disclosed by, or reserved against in, its
most recent balance sheet included in the Financial  Statements,  Seller did not
have as of the date of such balance sheet any liability or  obligation,  whether
accrued,   absolute,  fixed,  or  contingent  (including,   without  limitation,
liabilities  for taxes or unusual forward or long-term  commitments),  which was
material to the  business,  results of  operations,  or  financial  condition of
Seller and which is  required  to be  disclosed  on, or  reserved  against in, a
balance  sheet.  Seller has  received  no notice of any fact which  would form a
basis for any claim by a third  party  which,  if  asserted,  could  result in a
liability  affecting  Seller not  disclosed  by or reserved  against in the most
recent  balance sheet of Seller.  From the date of the most recent balance sheet
included in the Financial  Statements to and including the date hereof,  (i) the
CATV Business has been operated only in the ordinary course, (ii) Seller has not
sold or disposed of any assets  other than in the  ordinary  


                                                          REGISTRATION STATEMENT
                                                                     Page II-463
<PAGE>
course of business,  (iii) there has not occurred any material adverse change or
event in the business, operations, assets, liabilities,  financial condition, or
results of operations of Seller  compared to the business,  operations,  assets,
liabilities,  financial  condition,  or results of  operations  reflected in the
Financial  Statements,  and (iv)  there  has not  occurred  any  theft,  damage,
destruction, or loss which has had a material adverse effect on Seller.

                  3.14 Tax Returns and Other Reports. Seller has duly and timely
filed in proper form all federal, state, local, and foreign, income,  franchise,
sales, use, property,  excise,  payroll, and other tax returns and other reports
(whether  or not  relating  to  taxes)  required  to be  filed  by law  with the
appropriate governmental authority,  and, to the extent applicable,  has paid or
made  provision  for payment of all taxes,  fees,  and  assessments  of whatever
nature including  penalties and interest,  if any, which are due with respect to
any  aspect of its  business  or any of its  properties.  Except as set forth on
Schedule 8, there are no tax audits  pending and no  outstanding  agreements  or
waivers extending the statutory period of limitations applicable to any relevant
tax return.

                  3.15  Transfer  Taxes.  There  are no  sales,  use,  transfer,
excise,  or license  taxes,  fees,  or charges  applicable  with  respect to the
transactions contemplated by this Agreement.

                  3.16 Real Property.  With respect to all Real Property:

                                       3.16.1   The   Real   Property   and  the
improvements  located thereon and the  continuation of business  presently being
conducted  thereon  do not  violate  any  material  applicable  laws,  statutes,
regulations, codes, rules, or orders.

                                       3.16.2 The Real Property has unobstructed
access for  purposes of ingress and egress to public roads or streets or private
roads over which Seller has a valid right-of-way. The Real Property is served by
utilities  and services  necessary  for the present use of the Real  Property in
connection with the CATV
Business.

                           3.16.3 Seller possesses all rights needed to operate,
maintain,  repair,  replace, and locate all cable, lines, towers,  equipment, or
other  facilities  owned  or used by  Seller  in the CATV  Business  on the Real
Property.

                           3.16.4 None of the  improvements on the Real Property
encroaches upon the property of others.

                           3.16.5  Seller holds good and  marketable  fee simple
title to the Real Property  shown as being owned by Seller on Schedule 6 and the
valid and enforceable right to use and possess such Real Property,  subject only
to the Permitted Encumbrances. Seller has the valid and enforceable right to use
all  other  Real  Property,  subject  to the  leases,  easements,  licenses,  or
rights-of-way described on Schedule 2.


                                                          REGISTRATION STATEMENT
                                                                     Page II-464
<PAGE>
                           3.16.6 The Real Property is in full  compliance  with
all material  applicable  health,  safety,  and  environmental  laws, rules, and
regulations  ("environmental  laws").  During Seller's ownership or operation of
the Real Property,  all activities  undertaken on or affecting the Real Property
by Seller or any other  person have been in full  compliance  with all  material
environmental  laws. During Seller's  occupation of the Real Property there have
been no abatement,  removal,  remedial or other  response  actions for hazardous
substances (as defined below) at the Real Property.

                                       3.16.6.1  Seller  is  not  aware  of  any
instance, prior to Seller's ownership or operation, of noncompliance of the Real
Property or any activities  thereon with any  environmental  law.  Seller is not
aware of any  aspects  of the Real  Property  or any  operations  thereon  which
reasonably  might give rise to any  civil,  criminal,  administrative,  or other
proceeding or notice  thereof  under any  environmental  law (an  "environmental
claim").

                                       3.16.6.2   To  Seller's   knowledge,   no
environmental  claim has been  asserted  in the past,  currently  exists,  or is
threatened  or  contemplated  against  Seller,  or against  any other  person or
entity, which relates to the Real Property or any operations thereon.

                                       3.16.6.3 To Seller's knowledge,  the Real
Property  has not in the past,  and is not now,  subject  to any  investigation,
assessment,  or study by any person or government agency related to potential or
actual enforcement of any environmental law.

                                       3.16.6.4  No  hazardous  substances  have
been or are being  released to, from,  or under the Real Property or outside the
Real Property by Seller which substances have entered or threaten to enter onto,
into,  or under the Real  Property.  No  hazardous  substances  have been or are
stored, treated,  handled, disposed of, created, or otherwise located on, in, or
under the Real Property during the Seller's occupancy.

                                       3.16.6.5 No  underground  storage  tanks,
surface impoundments,  solid waste management units, tank systems,  waste piles,
land treatment  areas,  landfills,  or incinerators  are located or, to Seller's
knowledge,  have  been  located  on the  Real  Property.  For  purposes  of this
paragraph,  the  foregoing  terms shall have the  meanings  defined in RCRA,  42
U.S.C. section 6901, et seq., or analogous state or local laws. Without limiting
the preceding  representation in this paragraph,  to Seller's  knowledge none of
the Real Property has been used at any time as a gasoline service station or any
other  station or  facility  for  storing,  pumping,  dispensing,  or  producing
gasoline or any other petroleum product, byproduct, or waste.

                                       3.16.6.6  There  are no "PCB  Items,"  as
that term is defined in 40 C.F.R. section 761.3, located on the Real Property.



                                                          REGISTRATION STATEMENT
                                                                     Page II-465
<PAGE>
                                       3.16.6.7 Any and all  permits,  licenses,
and other  authorizations or approvals required under  environmental laws to own
or operate the Real  Property  have been secured by Seller and are in full force
and effect. A list of all such permits, licenses,  approvals, and authorizations
is included on Schedule 2. All bonds and other security devices  associated with
any permit, license, authorization, or approval are in place.

                                       3.16.6.8 No  building or other  structure
on the Real Property contains asbestos.

                                       3.16.6.9  Seller  has  provided  to Buyer
true,  complete  and  correct  copies of all  Environmental  Reports in Seller's
possession  or control  as of the date of this  Agreement  relating  to the Real
Property  or  any of it.  Seller  shall  provide  all  additional  Environmental
Reports,  including  supplements  to  existing  reports,  relating  to the  Real
Property  within  a three  (3)  working  days of  receipt  of  such  reports  or
supplements  by Seller.  For purposes of this Section  3.16.6.9,  "Environmental
Reports"  shall mean and include any writing  containing  statements or opinions
about the presence or suspected  presence of any Hazardous  Substances on, under
or affecting the Real Property or any of it.

                                       3.16.6.10 "Seller's knowledge" as used in
this Section 3 shall refer to matters  within the knowledge of Seller's  current
partners and general managers,  after due investigation of reasonably  available
records of Seller concerning the subjects herein discussed.

                                       3.16.6.11 The term "hazardous substances"
means: (i) any "hazardous substance" or "pollutant or contaminant" as defined in
Sections 101(14) and (33) of CERCLA, 42 U.S.C.  sections 9601(14) and (33); (ii)
any  "hazardous  material"  as  defined  in  Section  1802(2)  of the  Hazardous
Materials  Transportation  Act;  (iii) any  "oil" or  "hazardous  substance"  as
defined in Sections 311(a)(1) and (14) of the federal Clean Water Act, 33 U.S.C.
sections  1321(a)(1)  and (14);  (iv) any  "pesticide" as defined in the Federal
Insecticide, Fungicide, and Rodenticide Act, at 7 U.S.C. section 136(u); and (v)
any "byproduct," "source" or "special nuclear" material as defined in the Atomic
Energy  Act of  1954,  42  U.S.C.  sections  2014(e),  (z) and  (aa).  Hazardous
substances also includes any chemical, compound, material, mixture, or substance
defined,  listed,  or  classified  under  any  environmental  law as  dangerous,
hazardous,  extremely  hazardous,  infectious,  or toxic.  It also  includes any
substance  regulated  under  any  environmental  law  due  to its  polluting  or
dangerous   properties   such   as   ignitability,    corrosivity,   reactivity,
carcinogenicity,   toxicity,   or  reproductive  effects.   Finally,   hazardous
substances specifically includes, but is not limited to, petroleum and petroleum
products,  asbestos  and  asbestos-containing   materials,  and  polychlorinated
biphenyls ("PCBs").

                  3.17  Employees.  Schedule 9 contains a true and complete list
of  names,  positions,   current  hourly  wages  or  monthly  salary  and  other
compensation amounts of 


                                                          REGISTRATION STATEMENT
                                                                     Page II-466
<PAGE>
all of Seller's employees (the "Employees"). Seller has complied in all respects
with all material applicable laws and regulations  relating to the employment of
labor,  including,  without  limitation,  the Worker  Adjustment  and Retraining
Notification  Act, as amended,  the Employee  Retirement  Income Security Act of
1974, as amended ("ERISA"),  continuation  coverage requirements of group health
plans  ("COBRA"),  and those relating to wages,  hours,  collective  bargaining,
unemployment insurance, worker's compensation, equal employment opportunity, age
and  disability  discrimination,   immigration  control,  and  the  payment  and
withholding  of taxes.  Seller has no employment  agreements,  either written or
oral, with any person, and all Employees are terminable at will. Seller is not a
party  to any  contract  with  any  labor  organization  and has not  agreed  to
recognize  any  union or other  collective  bargaining  unit.  No union or other
collective  bargaining unit has been certified as  representing  any of Seller's
employees,  and  Seller  has not  received  any  requests  from  any  party  for
recognition as a representative of employees for collective bargaining purposes.

                  3.18 Employee Benefits.

                           3.18.1 Except for those plans described on Schedule 9
hereto (the "Employee  Plans"),  with respect to the Employees,  neither Seller,
nor  any of  its  Affiliates  maintain,  is a  party  to,  contributes  to or is
obligated to contribute to, and the Employees do not receive benefits under, any
of the following (whether or not set forth in a written document):

                           (i)         any employee  pension  benefit  plan,  as
                                       defined   in   Section   3(2)  of  ERISA,
                                       including   (without    limitation)   any
                                       multi-employer   plan,   as   defined  in
                                       section 3(37) of ERISA;

                           (ii)        any employee  welfare  benefit  plan,  as
                                       defined in section 3(1) of ERISA;

                           (iii)       any   bonus,    deferred    compensation,
                                       incentive,    restricted   stock,   stock
                                       purchase,     stock     option,     stock
                                       appreciation   right,    phantom   stock,
                                       debenture,  supplemental pension,  profit
                                       sharing,   royalty  pool,  commission  or
                                       similar plan or  arrangement,  other than
                                       bonuses on a  non-recurring  basis  which
                                       may  be  paid  to   some   employees   in
                                       connection with this transaction;

                           (iv)        any  plan,  program,  agreement,  policy,
                                       commitment or other arrangement  relating
                                       to severance or termination  pay, whether
                                       or not published or generally known;

                           (v)         any  plan,  program,  agreement,  policy,
                                       commitment   or  any  other   arrangement
                                       relating to the  provision of any benefit
                                       

                                                          REGISTRATION STATEMENT
                                                                     Page II-467
<PAGE>
                                       described  in  section  3(1) of  ERISA to
                                       former   employees  or  their  survivors,
                                       other than procedures  intended to comply
                                       with COBRA;

                           (vi)        any  plan,  program,  agreement,  policy,
                                       commitment or other arrangement  relating
                                       to loans or other  extensions  of credit,
                                       loan guarantees,  relocation  assistance,
                                       educational assistance,  tuition payments
                                       or similar benefits; or

                           (vii)       any  plan,  program,  agreement,  policy,
                                       commitment   or  any  other   arrangement
                                       relating to employee benefits,  executive
                                       compensation     or    fringe    benefits
                                       (including without limitation any foreign
                                       plan  described  in  section  4(b)(4)  of
                                       ERISA).

                           3.18.2  Prior to the date of this  Agreement,  Seller
has  provided to Buyer  complete,  accurate  and  current  copies of each of the
following:

                           (i)         the text  (including  amendments) of each
                                       of the  Employee  Plans,  to  the  extent
                                       reduced to writing;

                           (ii)        a description of all material elements of
                                       each of the Employee Plans, to the extent
                                       not previously reduced to writing;

                           (iii)       with respect to each  Employee  Plan that
                                       is an employee  benefit  plan (as defined
                                       in section 3(3) of ERISA), the following:

                                       (A)       the most  recent  summary  plan
                                                 description,  as  described  in
                                                 section 102 of ERISA;

                                       (B)       any    summary   of    material
                                                 modifications   that  has  been
                                                 distributed to  participants or
                                                 filed with the U.S.  Department
                                                 of Labor  but that has not been
                                                 incorporated   in  an   updated
                                                 summary    plan     description
                                                 furnished  under   Subparagraph
                                                 (A) above;

                                       (C)       the    annual    reports,    as
                                                 described  in  section  103  of
                                                 ERISA,   for  the  most  recent
                                                 three (3) plan  years for which
                                                 an  annual   report   has  been
                                                 prepared     (including     any
                                                 actuarial     and     financial
                                                 statements,     opinions    and
                                                 schedules required by Form 5500
                                                 or section 103 of ERISA);



                                                          REGISTRATION STATEMENT
                                                                     Page II-468
<PAGE>
                                       (D)       where applicable, the actuarial
                                                 reports  for  the  most  recent
                                                 three (3) reporting periods for
                                                 which  such a  report  has been
                                                 prepared; and

                                       (E)       any trust agreement, investment
                                                 management,  contract  with  an
                                                 insurance or service  provider,
                                                 administration   agreement   or
                                                 other  contract,  agreement  or
                                                 insurance policy;

                           (iv)        with respect to each  Employee  Plan that
                                       is an employee  pension  benefit plan (as
                                       defined  in  section  3(2) of ERISA)  and
                                       that is  neither an excess  benefit  plan
                                       (as  defined in  section  3(36) of ERISA)
                                       nor a plan exempted  under section 201(2)
                                       of ERISA, the following:

                                       (A)       the most  recent  determination
                                                 letter  concerning  the  plan's
                                                 qualification   under   section
                                                 401(a) of the  Code,  as issued
                                                 by   the    Internal    Revenue
                                                 Service; and

                                       (B)       any request for a determination
                                                 concerning      the      plan's
                                                 qualification   under   section
                                                 401(a)  of the  Code,  as filed
                                                 with   the   Internal   Revenue
                                                 Service  since  the date of the
                                                 most    recent    determination
                                                 letter; and

                           (v)         any handbook,  manual, policy,  statement
                                       or similar written  guidelines  furnished
                                       to  employees,  excluding  any such  item
                                       that   has   been   superseded   by   any
                                       subsequent   handbook,   manual,   policy
                                       statement or similar written guidelines.

                           3.18.3 With respect to each  Employee Plan that is an
employee  benefit plan (as defined in section 3(3) of ERISA) and that is subject
to ERISA and the regulations  thereunder,  each of such  requirements has in all
material respects been fully met on a timely basis.

                           3.18.4 With respect to each  Employee Plan that is an
employee  benefit plan (as defined in section 3(3) of ERISA) and that is subject
to Part 4 of Subtitle B of Title I of ERISA, none of the following now exists or
has  existed  within the  six-year  period  ending on the date hereof that could
result in liability to Seller:

                           (i)         any  act  or  omission  by  Seller,   its
                                       partners  or  employees   constituting  a
                                       material  violation  of  section  402  of
                                       ERISA;



                                                          REGISTRATION STATEMENT
                                                                     Page II-469
<PAGE>
                           (ii)        any  act  or  omission   constituting   a
                                       violation of section 403 of ERISA;

                           (iii)       any  act  or  omission  by  Seller,   its
                                       partners  or  employees   constituting  a
                                       violation  of  sections  404  or  405  of
                                       ERISA;

                           (iv)        to   Seller's   knowledge,   any  act  or
                                       omission by any other person constituting
                                       a  violation  of  sections  404 or 405 of
                                       ERISA;

                           (v)         any  act  or  omission  by  Seller,   its
                                       partners or employees that  constitutes a
                                       violation  of  sections  406  and  407 of
                                       ERISA and is not  exempted by section 408
                                       of ERISA or that  constitutes a violation
                                       of section 4975(d) of the Code; or

                           (vi)        any  act  or  omission  by  Seller,   its
                                       partners  or  employees   constituting  a
                                       violation of sections  503, 510 or 511 of
                                       ERISA.

                           3.18.5 Each Employee Plan that is an employee pension
benefit plan (as defined in section 3(2) of ERISA) and that is neither an excess
benefit plan (as defined in section  3(36) of ERISA) nor a plan  exempted  under
section 201(2) of ERISA meets all requirements for  qualification  under section
401(a) of the Code and the  regulations  thereunder,  except to the extent  that
such  requirements  may be satisfied by adopting  retroactive  amendments  under
section 401(b) of the Code and the  regulations  thereunder.  Each such Employee
Plan has been  administered  substantially  in accordance with its terms and the
applicable provisions of ERISA and the Code and the regulations thereunder.

                           3.18.6 No Employee  Plan to which  section 412 of the
Code applies has an accumulated funding deficiency (as defined in section 412(a)
of the Code). No amendment to any such Employee Plan is precluded by any waiver,
extension or prior  amendment  described in section  412(f) of the Code,  and no
such waiver has been requested.

                           3.18.7 Seller has no liability to the Pension Benefit
Guaranty  Corporation,  to  any  multi-employer  plan  (as  defined  in  section
4001(a)(3)  of ERISA) or to any  trustee  under  Subtitles D or E of Title IV of
ERISA.  No event has occurred  which,  with the giving of notice under  sections
4063 and 4219 of ERISA, would result in such liability.

                           3.18.8 All contributions,  premiums or other payments
due to (or under) any Employee Plan have been fully paid or adequately  provided
for on the books 


                                                          REGISTRATION STATEMENT
                                                                     Page II-470
<PAGE>
and financial statements of Seller. All accruals (including,  where appropriate,
proportional  accruals for partial  periods) have been made in  accordance  with
prior practices.

                           3.18.9 Each Employee Plan complies with, and has been
administered  in compliance  with,  all applicable  requirements  of (A) the Age
Discrimination  in  Employment  Act of 1967,  as  amended,  and the  regulations
thereunder,  (B) Title VII of the Civil Rights Act of 1964, as amended,  and the
regulations thereunder and (C) the health care continuation provision of COBRA.

                           3.18.10 No Employee  Plan  provides  retiree  welfare
benefits to former employees of Seller that cannot be canceled at will by Seller
as of the Closing Date without residual liability.

                           3.18.11 All employee  welfare  benefit  plans provide
coverage  for all claims  relating to periods  prior to the Closing Date whether
such claims are filed prior to or after the Closing Date.

                  3.19  Litigation  and  Violations.  Except  as  set  forth  on
Schedule 8, there are no suits, claims,  grievances,  actions,  proceedings,  or
governmental  investigations  pending  or,  to  Seller's  knowledge,  threatened
against  or  affecting   Seller  which  (i)  seek  to  restrain  or  enjoin  the
consummation  of the  transactions  contemplated by this Agreement or (ii) might
have a  material  adverse  effect  on  the  financial  position  or  results  of
operations  of Seller.  Seller is not in violation of any term of any  judgment,
decree,  injunction, or order to which it is subject, which violation could have
a material adverse effect on the financial  position or results of operations of
Seller.

                  3.20 Disclosure.  No written statement in this Agreement or in
any agreement or other  document  delivered  pursuant to this Agreement by or on
behalf of Seller  contains any untrue  statement of a material  fact or omits to
state a material fact  necessary to make the  statements  herein or therein,  in
light of the circumstances under which they were made, not misleading.

                  3.21 Investment Company. Seller is not an "investment company"
or a company  "controlled"  by an investment  company  within the meaning of the
Investment  Company  Act of 1940,  as amended  (the  "Act"),  and Seller has not
relied on rule 3a-2 under the Act as a means of excluding it from the definition
of an  "investment  company" under the Act at any time within the three (3) year
period preceding the Closing Date.

                  3.22 CATV  Instruments  and  Seller  Contracts.nstruments  and
Seller Contracts.

                           3.22.1 The CATV  Instruments and Seller Contracts are
currently in full force and effect, are valid under all applicable laws, and are
enforceable according to their terms. Seller is in compliance with and is not in
material  violation  or  default  


                                                          REGISTRATION STATEMENT
                                                                     Page II-471
<PAGE>
under any of the CATV Instruments or Seller Contracts. There is no legal action,
governmental  proceeding,  or investigation,  pending or threatened,  to modify,
revoke,  terminate,  suspend,  cancel,  or reform any of the CATV Instruments or
Seller  Contracts.  Seller  is in  compliance  with  other  material  applicable
requirements of all governing or regulatory authorities (including the APUC, the
FCC and the Register of Copyrights) relating to the CATV Instruments, including,
without  limitation,   all  material  requirements  for  notification,   filing,
reporting,  posting, and maintenance of logs and records. Seller holds valid and
continuing  CATV  Instruments,  except  as  set  forth  on  Schedule  2,  Seller
Contracts,  rights-of-way,   rights-of-entry,  permits,  and  other  rights  and
authorizations  necessary to enable it to operate its CATV Business. The APUC is
not  currently  authorized  to  restrict  Seller's  ability  to change any rates
charged  for CATV  services,  and  Seller  has not  received  any  notice of any
franchising  authority's intention to assert that the CATV System is not subject
to effective competition. There is no pending assertion or claim that operations
pursuant to any franchise have been improperly conducted or maintained.

                           3.22.2 True, complete, and correct copies of the CATV
Instruments and Seller Contracts and any amendments  thereto effective as of the
date of this Agreement have been delivered by Seller to Buyer.

                  3.23  FCC  Compliance.   Seller  is  duly   authorized   under
applicable CATV Instruments and FCC rules, regulations, and orders to distribute
the FM signals and off-air television  broadcast signals presently being carried
to the  Subscribers  of its CATV  Business,  to utilize all carrier  frequencies
generated by its CATV Business,  and is licensed to operate all the  facilities,
including, without limitation, any business radio and any cable television relay
service  ("CARS")  system,  being  operated  by its CATV  Business.  Seller  has
provided all notices to Subscribers  required by The Communications Act of 1934,
as  amended  (the  "Communications  Act")  and FCC rules  and  regulations.  The
operation of Seller's  CATV  Business and of any  FCC-licensed  facility used in
conjunction  with the  operation  of its CATV  Business  has  been,  and is,  in
compliance with the Communications Act and FCC rules and regulations, and Seller
has  received no notice,  and  otherwise  has no reason to know,  of any claimed
default or  violation  with  respect to the  foregoing.  Seller has obtained all
required FCC  clearances  for the  operation of the CATV System in all necessary
aeronautical  frequency bands. To the extent the CATV System uses frequencies in
the  aeronautical  bands (108-137 and 225-400 MHZ) at power levels at or greater
than 28 dBmV,  such  frequencies  have been  offset from  standard  aeronautical
frequencies  as provided in FCC rules and  regulations,  on the  channels in the
Service Area. During each calendar quarter for each year since January 12, 1992,
at least 75% of the CATV System's  plant has been  monitored  for leakage,  such
that 100% of the plant has been so monitored  each  calendar  year.  Each system
keeps a log that  records the  location  of any leak of 20 uV/m or greater,  the
date the leak was  detected,  the date the leak was  repaired,  and the probable
cause of the leak.  Seller will continue  such  monitoring,  repair,  and record
keeping  activities  with respect to the CATV System  through the Closing  Date.
Prior to the  


                                                          REGISTRATION STATEMENT
                                                                     Page II-472
<PAGE>
Closing,  Seller will have taken the necessary  measurements  for calculation of
the CATV  System's  cumulative  leakage  index  (CLI) and filed a CLI  report in
accordance with applicable FCC rules and regulations. Where required, Seller has
been  certified as in  compliance  with the FCC's equal  employment  opportunity
rules for each year  since  1991 to the extent  that the FCC has  reviewed  such
filing's certification.  Seller is in compliance with Subpart K of FCC rules and
regulations, including the network non-duplication,  syndicated exclusivity, and
sports blackout requirements. The CATV System has established appropriate record
keeping  procedures and is in compliance  with the FCC's  Children's  Television
Rules.  Seller  has duly and timely  filed all  required  reports  with the FCC.
Seller has delivered to Buyer copies of all current reports and filings, and all
reports and  filings  for the past two (2) years,  made or filed with the FCC by
Seller  pursuant to FCC rules and  regulations.  Seller shall make  available to
Buyer all other past reports and filings made or filed by Seller pursuant to FCC
rules and regulations.

                  3.24 APUC Compliance. Seller is duly authorized to operate its
CATV Business under APUC  certificates.  Seller holds the APUC  certificate  set
forth in Schedule 2. The APUC  certificate is in full force and effect,  without
any  materially  adverse  modification,   amendment,   revocation,   suspension,
termination, cancellation, reformation or condition. To the best of Seller's and
Seller's Partners' knowledge,  after due inquiry, there is no APUC proceeding or
any APUC  investigation  pending or  threatened,  for the purpose of  modifying,
revoking,   terminating,   suspending,   canceling  or  reforming   any  of  the
certificates.  Seller  operates its Cable System in accordance with all material
APUC rules, regulations and orders.

                  3.25 Patents,  Trademarks,  and Copyrights.  Seller has timely
and  accurately  made all  requisite  filings and payments  with the Register of
Copyrights  and is  otherwise  in  compliance  with  all  applicable  rules  and
regulations of the Copyright Office. Seller has delivered to Buyer copies of all
current  reports and  filings,  and all reports and filings for the past two (2)
years,  made or filed by Seller  pursuant to  Copyright  rules and  regulations.
Seller shall make  available to Buyer all other past reports and filings made or
filed by Seller  pursuant to Copyright  rules and  regulations.  Seller does not
possess any patent, patent right,  trademark, or copyright and is not a party to
any  license or royalty  agreement  with  respect to any patent,  trademark,  or
copyright except for licenses  respecting program material and obligations under
the Copyright Act of 1976 applicable to CATV systems  generally.  The Assets are
free of the rightful  claim of any third party by way of copyright  infringement
or the like.

                  3.26 No Other Assets or  Liabilities.  Seller has no assets of
any kind other than the Assets, CATV Instruments, and Seller Contracts described
on the Schedules and Seller has no liabilities,  obligations,  or commitments of
any kind other than obligations  under the CATV Instruments and Seller Contracts
described  on  the  Schedules  and   liabilities   disclosed  on  the  Financial
Statements,  except  liabilities,  obligations and  commitments  incurred in the
normal course of business since the date of the Financial Statements.


                                                          REGISTRATION STATEMENT
                                                                     Page II-473
<PAGE>
                  3.27 Required  Consents.  As further set forth in Section 6.8,
Seller  and  Buyer  will  have as of the  Closing  Date  obtained  the  Required
Consents,  unless Buyer agrees in writing that any Required  Consent need not be
obtained  until after the Closing Date. A true and complete list of all Required
Consents is set forth on Schedule 4.

                  3.28  Overbuilds.  No area  presently  served by Seller's CATV
business is presently  subject to or, to Seller's best knowledge,  threatened to
be  subject  to an  overbuild  situation.  Seller is  currently  the only  cable
television  operator  providing  or, to Seller's  best  knowledge,  intending to
provide cable television service in the Service Areas. No person or entity other
than  Seller has been  granted or to  Seller's  knowledge,  has applied for APUC
Certificates or a CATV franchise  agreement in any of the communities (or any of
the unincorporated areas) presently served by Seller's CATV Business.

                  3.29  Effect  of  Certificates.  All  certificates  of  Seller
delivered under this Agreement shall be deemed to be additional  representations
and warranties of Seller.

                  3.30 Subscriber Numbers. As to Seller and the McCaw/Rock Homer
Cable System Joint Venture and Alaska Cablevision, Inc., as of the Closing Date,
the CATV  Business  will have no fewer than Nine  Thousand  Seven  Hundred Fifty
(9,750)  subscribers  and no fewer  than Four  Thousand,  Three  Hundred  Ninety
(4,390)  Pay TV  Units,  none of  which  were  more  than  sixty-two  (62)  days
delinquent in payment for service.

                  3.31 No  Insolvency.  As of even  date  and as of the  Closing
Date, Company is not and shall not be insolvent.

                  3.32 Compliance with Law

                           3.32.1 The  ownership,  leasing and use of the Assets
as they  are  currently  owned,  leased  and used  and the  conduct  of the CATV
Business as it is currently conducted do not violate any federal, state or local
laws and ordinances,  which violation,  individually or in the aggregate,  would
have a material adverse effect on a System, the CATV Business or Seller.  Seller
has received no notice  claiming a violation  by Seller or the CATV  Business of
any  legal  requirement  applicable  to  Seller  or the CATV  Business  as it is
currently  conducted and to Seller's best  knowledge,  there is no basis for any
claim that such a violation exists.

                           3.32.2 Seller has complied,  and the CATV Business is
in compliance,  in all material  respects,  with the specifications set forth in
Part 76, Subpart K of the rules and  regulations of the FCC,  Section 111 of the
Copyright  Act of 1976 and the  rules  and  regulations  of the  U.S.  Copyright
Office,  the Register of Copyrights  and the  Copyright  Royalty  Tribunal,  the
Communications  Act of 1934,  the rules and  regulations  of the FCC,  including
provisions  of any thereof  pertaining to signal  leakage,  to utility pole 


                                                          REGISTRATION STATEMENT
                                                                     Page II-474
<PAGE>
make ready and to  grounding  and bonding of cable  television  systems (in each
case as the same is  currently  in effect),  and all other  applicable  material
legal  requirements  relating to the  construction,  maintenance,  ownership and
operation of the Assets, the Systems and the Business.

                           3.32.3 Notwithstanding the foregoing, Seller has used
its best efforts to comply in all material  respects with the  provisions of the
Cable  Television  Consumer  Protection and  Competition Act of 1992 and the FCC
rules and regulations promulgated thereunder (the "1992 Cable Act") as such laws
relate to the  operation  of the  Business.  Except as  provided  in Schedule 8,
Seller  has  complied  in  all  material   respects  with  the  must  carry  and
retransmission consent provisions of the 1992 Cable Act. Seller has delivered to
Buyer complete and correct copies of all FCC Forms 393, 1200,  1205, 1210, 1215,
1220,  1225,  1235 and 1240 filed  with  respect to the System and copies of all
other  FCC  Forms  filed by  Seller  and  correspondence  with any  Governmental
Authority  relating to rate  regulation  generally or specific  rates charged to
subscribers  with respect to the  Systems,  including  copies of any  complaints
filed with the FCC with  respect  to any rates  charged  to  Subscribers  of the
Systems,  and any other  documentation  supporting  an  exemption  from the rate
regulation  provisions  of the 1992 Cable Act claimed by Seller with  respect to
any of the  Systems  (collectively,  "Rate  Regulation  Documents").  Seller has
received no notice from any Governmental  Authority with respect to an intention
to enforce customer service standards  pursuant to the 1992 Cable Act and Seller
has not agreed with any  Governmental  Authority to establish  customer  service
standards  that exceed the standards in the 1992 Cable Act. In addition,  Seller
has also delivered to Buyer  documentation  for each of the Systems in which the
franchising authority has not certified to regulate rates as of the date of this
Agreement   showing  a  determination  of  allowable  rates  using  a  benchmark
methodology.  Seller  has not  made any  election  with  respect  to any cost of
service  proceeding  conducted in accordance with Part 76.922 of Title 47 of the
Code of  Federal  Regulations  or any  similar  proceeding  (a "Cost of  Service
Election") with respect to any of the Systems.

                  3.33 Disclosure.  No  representation  or warranty by Seller in
this  Agreement  or in  any  Schedule  or  Exhibit  to  this  Agreement,  or any
statement,  list or certificate  furnished or to be furnished by Seller pursuant
to this  Agreement,  contains or will  contain any untrue  statement of material
fact,  or omits or will  omit to state a  material  fact  required  to be stated
therein or necessary to make the statements  contained therein not misleading in
light of the circumstances in which made. Without limiting the generality of the
foregoing,  the  information  set  forth in the  Schedules  concerning  the CATV
Business is accurate and complete in all material respects.

                  3.34 Parent  Entity.  AT&T  Corporation  is the sole  ultimate
parent entity of Seller,  as the term "ultimate  parent entity" is defined in 16
C.F.R. section 801.1(a)(3).


                                                          REGISTRATION STATEMENT
                                                                     Page II-475
<PAGE>
Section 4                 Assumed Liabilities and Excluded Assets

                  4.1 Assignment and Assumption.  Seller will assign,  and Buyer
will  assume and  perform,  the Assumed  Liabilities,  which are defined as: (a)
Seller's  obligation to subscribers of the Business for (i) subscriber  deposits
held by Seller as of the Closing Date and which are refundable,  (ii) subscriber
advance  payments  held by  Seller as of the  Closing  Date for  services  to be
rendered  by a System  after the  Closing  Date and (iii) the  delivery of cable
television  service to  subscribers of the CATV Business after the Closing Date;
and (b)  obligations  accruing  and  relating to periods  after the Closing Date
under  Governmental  Permits  listed  on  Schedule  2 (to the  extent  that such
Governmental  Permits are transferrable) and Seller Contracts listed on Schedule
3.  Except  as set  forth in  Section  2.3,  Buyer  will not  assume or have any
responsibility  for any  liabilities  or  obligations  of Seller  other than the
Assumed  Liabilities.  In no event will Buyer assume or have any  responsibility
for any liabilities or obligations associated with the Excluded Assets.

                  4.2  Excluded  Assets.  The  Excluded  Assets,  which  will be
retained by Seller,  will consist of the  following:  (a) upon Buyer's  request,
programming  contracts (except for those set forth on Schedule 3); (b) insurance
policies  and rights and claims  thereunder  (except as  otherwise  provided  in
Section  6.19);  (c)  bonds,  letters of credit,  surety  instruments  and other
similar items; (d) cash and cash  equivalents;  (e) Seller's  trademarks,  trade
names,  service  marks,  service  names,  logos and similar  proprietary  rights
(subject to Buyer's  rights under Section 6.24);  (f) Seller's  rights under any
agreement  governing or evidencing  an obligation of Seller for borrowed  money;
(g) Seller's  rights under any contract,  license,  authorization,  agreement or
commitment other than those creating or evidencing Assumed Liabilities;  and (h)
the assets described on Schedule 10.

Section 5                 Buyer's Representations, Warranties, and Covenants

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

                  5.1  Organization  and Authority.  Buyer is a corporation duly
organized,  validly existing, and in good standing under the laws of Alaska; has
all requisite power, right, and authority to execute,  deliver, and perform this
Agreement;   and  has  taken  all  action  required  by  law,  its  Articles  of
Incorporation  and Bylaws,  and otherwise to authorize the execution,  delivery,
and performance of this Agreement.

                  5.2  Capitalization.  The  authorized  capital  stock of Buyer
consists  of  50,000,000  shares of Class A common  stock,  of which  19,696,207
shares are issued and outstanding; 10,000,000 shares of Class B common stock, of
which 4,175,434 are issued and  outstanding,  and 1,000,000  shares of preferred
stock, of which no shares are issued and outstanding,  all as of April 15, 1996.
As of the Closing, the GCI Shares will be duly authorized, validly issued, fully
paid  and  nonassessable  and  free  of any  Security  


                                                          REGISTRATION STATEMENT
                                                                     Page II-476
<PAGE>
Interests.  There are no  outstanding  or  authorized  (i)  securities  of Buyer
convertible  into or  exchangeable  or exercisable for any shares of its capital
stock,  except that each share of Class B common stock is  convertible  into one
share of Class A common stock, or (ii) subscriptions,  options, warrants, calls,
rights,  commitments,  or other agreements or obligations of any kind obligating
Buyer  to  issue  any  additional  shares  of its  capital  stock  or any  other
securities  convertible into or evidencing the right to acquire or subscribe for
any shares of its capital stock,  except pursuant to (a) Buyer's December,  1986
Stock Option Plan, (b) Buyer's December,  1986 Employee Stock Purchase Plan; (c)
that June,  1989,  option  agreement  granted to John Lowber to acquire  100,000
shares of Buyer's Class A common stock at $0.75 per share;  (d) that June, 1989,
incentive  agreement  with William  Behnke to acquire  85,190  shares of Buyer's
Class A common stock for $.001 per share;  and (e) those  shares  proposed to be
issued as follows:  (i) the proposed issuance of Two Million  (2,000,000) shares
of Buyer's Class A common stock to MCI  Telecommunications  Corporation  ("MCI")
for Thirteen Million and no/100 Dollars  ($13,000,000.00);  (ii) the acquisition
of the ongoing cable television business and cable television systems of Alaskan
Cable  Network,  Inc. for not more than Two Million  Nine  Hundred  Twenty Three
Thousand Seventy Seven (2,923,077) shares of Buyer's Class A Common Stock; (iii)
the acquisition of the ongoing cable  television  business and cable  television
systems  of Prime  Cable of Alaska,  L.P.  ("Prime"),  for not more than  Eleven
Million  Eight  Hundred  Thousand  (11,800,000)  shares of GCI's  Class A Common
Stock;  (iv)  any  Buyer's  Shares  and  Notes  issued  in  connection  with the
acquisition of Alaska Cablevision, Inc.; and (v) any Share and Note holdbacks in
connection with the transactions described in this Section 5.2.

                  5.3  Enforceability.  This  Agreement  constitutes  the legal,
valid, and binding  obligation of Buyer enforceable  against Buyer in accordance
with its terms,  except as the same may be limited  by  bankruptcy,  insolvency,
reorganization,  moratorium,  or other  similar  laws  affecting  generally  the
enforcement of creditors' rights and by general  principles of equity.  There is
no litigation  at law, in equity,  or in any other  proceeding or  investigation
pending or threatened against Buyer which might materially impair the ability of
Buyer to perform under this Agreement.

                  5.4  Records.  Buyer's  minute  books,  as made  available  to
Seller,  contain  current,  complete,  and accurate  records of all meetings and
actions of Buyer's directors, and, if any, committees of the board of directors.
All  material  actions  and  transactions  taken  or  entered  into by  Buyer or
otherwise  requiring action by its directors and/or  shareholders have been duly
authorized  or ratified as necessary  and are  evidenced  in such minute  books.
Buyer's books and ledgers,  as made  available to Seller,  contain  complete and
accurate  records of all  issuances and  transfers of its stock  interests.  The
signatures  appearing  in  such  minute  books,  and  ledgers  are  the  genuine
signatures of the persons purporting to have signed them.

                  5.5 No Breach or  Violation.  Subject  only to  obtaining  the
consents and approvals set forth on Schedule 12, the  execution,  delivery,  and
performance  of this  


                                                          REGISTRATION STATEMENT
                                                                     Page II-477
<PAGE>
Agreement  by Buyer  (a) does not and will not  (with  the  giving  of notice or
passage of time or both ) (i)  conflict  with or result in a breach or violation
by Buyer of, or (ii)  constitute a default by Buyer  under,  or (iii) create any
right of  termination,  cancellation,  or acceleration by any party pursuant to,
any of its  contracts,  any statute,  ordinance,  rule,  or  regulation,  or any
agreement,  instrument, judgment, or order to which Buyer is a party or by which
Buyer is  bound or may be  affected,  and (b)  does not and will not  (with  the
giving of notice or passage  of time or,  both)  create or impose  any  Security
Interest on the GCI Shares.

                  5.6  Compliance  with Laws.  Buyer is in  compliance  with all
applicable  laws,  rules,  regulations,  orders,  ordinances,  and  codes of the
Governmental Authorities having jurisdiction over Buyer's business and affairs.

                  5.7  Financial  Statements.  Buyer  has  delivered  to  Seller
correct and complete copies of Buyer's audited financial  statements for each of
the two most recent  fiscal years ended prior to the date of this  Agreement and
unaudited interim monthly financial statements for periods subsequent to the end
of the most recent fiscal year end (the "Financial  Statements").  The Financial
Statements are complete and correct,  were prepared in accordance with generally
accepted  accounting  principles  applied on a consistent  basis  throughout the
periods covered thereby (except,  in the case of interim  financial  statements,
subject to normal recurring year-end  adjustments and the absence of footnotes),
and fairly present in accordance with generally accepted  accounting  principles
the  financial  condition  and  results  of Buyer's  operations  as of the dates
indicated  and for the  periods  covered  thereby.  Except as  disclosed  by, or
reserved  against in, its most recent  balance  sheet  included in the Financial
Statements,  Buyer  did not  have  as of the  date of  such  balance  sheet  any
liability  or  obligation,   whether  accrued,  absolute,  fixed  or  contingent
(including,  without  limitation,  liabilities  for taxes or unusual  forward or
long-term  commitments),  which was  material  to Buyer's  business,  results of
operations  or financial  condition and which is required to be disclosed on, or
reserved  against in, a balance sheet.  Buyer has received no notice of any fact
which may form a basis for any claim by a third party which, if asserted,  could
result in a liability  affecting  Buyer not disclosed by or reserved  against in
Buyer's  most recent  balance  sheet.  From the date of the most recent  balance
sheet included in the Financial Statements to and including the date hereof, (i)
Buyer's business has been operated only in the ordinary  course,  (ii) Buyer has
not  sold or  disposed  of any  assets  other  than in the  ordinary  course  of
business,  (iii) there has not occurred any material  adverse change or event in
Buyer's business,  operations,  assets,  liabilities,  financial  condition,  or
results of operations compared to the business, operations, assets, liabilities,
financial  condition,  or  results  of  operations  reflected  in the  Financial
Statements, and (iv) there has not occurred any theft, damage,  destruction,  or
loss which has had a material adverse effect on Buyer.

                  5.8 Tax Returns and Other  Reports.  Buyer has duly and timely
filed in proper form all federal, state, local, and foreign, income,  franchise,
sales, use, property,  


                                                          REGISTRATION STATEMENT
                                                                     Page II-478
<PAGE>
excise,  payroll,  and  other tax  returns  and other  reports  (whether  or not
relating to taxes) required to be filed by law with the appropriate governmental
authority, and, to the extent applicable, has paid or made provision for payment
of all taxes,  fees, and assessments of whatever nature including  penalties and
interest,  if any,  which are due with  respect to any aspect of its business or
any of its  properties.  Except as set forth on  Schedule  13,  there are no tax
audits pending and no outstanding  agreements or waivers extending the statutory
period of limitations applicable to any relevant tax return.

                  5.9 Transfer Taxes. There are no sales, use, transfer, excise,
or license taxes,  fees, or charges  applicable with respect to the transactions
contemplated by this Agreement.

                  5.10  Litigation  and  Violations.  Except  as  set  forth  on
Schedule 14, there are no suits, claims, grievances,  actions,  proceedings,  or
governmental  investigations  pending or, to Buyer's best knowledge,  threatened
against or affecting Buyer which (i) seek to restrain or enjoin the consummation
of the transactions contemplated by this Agreement or (ii) might have a material
adverse effect on Buyer's financial position or results of operations.  Buyer is
not in violation of any term of any judgment,  decree,  injunction,  or order to
which it is subject, which violation could have a material adverse effect on the
financial position or results of operations of Buyer.

                  5.11 Disclosure.  No written statement in this Agreement or in
any agreement or other  document  delivered  pursuant to this Agreement by or on
behalf of Buyer  contains any untrue  statement  of a material  fact or omits to
state a material fact  necessary to make the  statements  herein or therein,  in
light of the circumstances under which they were made, not misleading.

                  5.12 Investment Company.  Buyer is not an "investment company"
or a company  "controlled"  by an investment  company  within the meaning of the
Investment Company Act of 1940, as amended (the "Act"), and Buyer has not relied
on rule 3a-2 under the Act as a means of excluding it from the  definition of an
"investment  company" under the Act at any time within the three (3) year period
preceding the Closing Date.

                  5.13 No  Finders  or  Brokers.  Neither  Buyer  nor any of its
Affiliates have entered into any contract,  arrangement,  or understanding  with
any  person or firm  which may  result  in any  obligation  of Seller to pay any
finder's,  broker's,  or agent's fees or commissions or other like payments as a
result of the transactions contemplated by this Agreement.

                  5.14 No  Insolvency.  As of even  date  and as of the  Closing
Date, Buyer is not and shall not be insolvent.


                                                          REGISTRATION STATEMENT
                                                                     Page II-479
<PAGE>
Section 6                 Conduct Prior to Closing

                  6.1  Operation in Ordinary  Course.  Seller shall  continue to
operate the CATV  Business  prior to the Closing Date in the ordinary  course as
presently  operated  under its standard  operating  practices  and  generally in
accordance  with its 1996 budget,  including all required  budgeted  maintenance
capital expenditures for current maintenance,  unless otherwise agreed by Buyer,
including,  without  limitation,  payment  of all  expenses  in a timely  manner
consistent with prior business  practices  without  accelerating or delaying any
payments,  maintaining business books, records, and files all in accordance with
past practices,  consistently  applied,  and  maintaining the Assets  (including
maintenance of the  inventories of spare  equipment and parts listed on Schedule
5), and continuing to implement  procedures for disconnection and discontinuance
of  service  to  Subscribers  whose  accounts  are  delinquent  or past due,  in
accordance  with current  practice and policy as of the date of this  Agreement.
Without limiting the generality of the foregoing,  Seller agrees that Seller, or
anyone  acting on Seller's  behalf,  shall not,  without  Buyer's  prior written
consent,  (i)  enter  into  or  modify  any  material  agreement,  contract,  or
commitment which, if entered into prior to the date of this Agreement,  would be
required to be disclosed on any Schedule to this Agreement, (ii) place or permit
to exist any lien, encumbrance,  security interest,  claim or charge of any kind
against the Assets or the Assets,  (iii) enter into or continue any discussions,
negotiations  or  contracts  relating to the sale,  assignment,  or transfer any
Assets of the Seller or the CATV Business  except (a) in the ordinary  course of
business and (b) for Seller's  payment of dividends to its shareholders in cash,
(iv) commit any act or omit to do any act which would cause a breach of any CATV
Instrument or Seller  Contract or permit any amendment to or cancellation of any
CATV  Instrument  or Seller  Contract,  (v)  commit  any  violation  of any law,
statute,  rule,  governmental  regulation or order, (vi) change the rate charged
for Basic CATV Service or Pay TV or add or delete any program  service except in
the ordinary  course of business.  Seller shall  maintain  insurance on the CATV
Business and the Assets until the Closing Date consistent with past practice and
policy,  and  Seller  shall  bear all risk of loss on or prior to  Closing  with
respect  to the CATV  Business  and the  Assets as a result of any loss,  claim,
casualty,  or calamity.  At Buyer's request and expense,  Seller shall also make
its budgeted capital expenditures for rebuilds, upgrades or improvements.


                  6.2 Agents.  Seller agrees that Buyer's designated agent shall
be included in all material business  discussions  regarding Seller's conduct of
its affairs which are other than in the ordinary or usual course of business.

                  6.3 Seller  Contracts.  All Seller  Contracts are described on
Schedule 3 or Schedule 10.  Complete and correct copies of all Seller  Contracts
have been  provided to Buyer.  Each Seller  Contract is in full force and effect
and constitutes the valid, legal,  binding and enforceable  obligation of Seller
and Seller is not and to Seller's knowledge,  each other party thereto is not in
breach or default of any terms or conditions thereunder.


                                                          REGISTRATION STATEMENT
                                                                     Page II-480
<PAGE>
                  6.4 No New Buyer  Securities.  Buyer  shall not issue or enter
into any  agreement  to issue any  additional  securities,  warrants  or options
(other than stock options issued in the ordinary course of business  pursuant to
its stock option plan) to purchase  securities prior to the Closing,  except (i)
for the proposed issuance of Two Million  (2,000,000)  shares of Buyer's Class A
common stock to MCI Telecommunications  Corporation ("MCI") for Thirteen Million
and no/100 Dollars  ($13,000,000.00),  (ii) the acquisition of the ongoing cable
television business and cable television systems of Alaskan Cable Network, Inc.,
for not more than Two Million Nine Hundred Twenty Three  Thousand  Seventy Seven
(2,923,077) shares of Buyer's Class A Common Stock, (iii) the acquisition of the
ongoing cable television business and cable television systems of Prime Cable of
Alaska, L.P. ("Prime"),  for not more than Eleven Million Eight Hundred Thousand
(11,800,000)  shares of GCI's  Class A Common  Stock,  (iv) the Ten  Million and
no/100 Dollars  ($10,000,000)  in Notes which are  convertible  into GCI Class A
Common Stock in connection with the planned  acquisition of Alaska  Cablevision,
Inc., and (v) the note and share  holdbacks  issued as part of the  transactions
described in this 6.4.  Neither Buyer nor anyone acting on Buyer's  behalf shall
enter into or continue any  discussions,  negotiations or contracts  relating to
the sale of all or any portion of its assets or equity,  except in the  ordinary
course of business.

                  6.5  Employees.  Seller shall use its best efforts to preserve
its relationship  with its employees and to pay to those employees all salaries,
commissions,  and other  compensation  to which they are  entitled  for services
rendered prior to the Closing Date.

                  6.6 Access to Premises  and Records.  The parties  shall cause
Seller and Buyer to give to the parties and their representatives full access at
reasonable  times to (i) all the  premises  and  books and  records  of the CATV
Business and to all of the Assets and (ii) Buyer's premises,  books and records,
and each shall furnish to the parties and their  representatives all information
regarding the business and  properties of Seller and Buyer as shall from time to
time be reasonably requested.  Furthermore, Buyer shall be given the opportunity
to perform a field audit of Seller's accounts with Seller's cooperation prior to
Closing.  Buyer agrees that it will exercise this right of access solely for the
purposes of completing its  investigation  in connection with this Agreement and
that  the  confidentiality  of any  data or  information  acquired  by  Buyer in
connection  with  this  transaction   shall  be  maintained  by  Buyer  and  its
representatives  in accordance  with Section  17.17.  Without  limiting  Buyer's
rights of access stated  above,  Seller shall permit Buyer and/or such agents or
experts as Buyer shall designate,  full access to the Real Property or any of it
and all records  concerning the Real Property during  reasonable  business hours
for purposes of such independent investigation Buyer shall desire to conduct. At
Buyer's  sole  option,  such  investigation  may  include  testing  of the soil,
groundwater,  building components,  tanks,  containers and equipment on the Real
Property  as Buyers or  Buyer's  agents  or  experts  shall  deem  necessary  to
determine  or  confirm  the  environmental   condition  of  the  Real  Property.
Performance  of such an  inspection  or review  shall  not in any way  modify or
otherwise  affect Buyer's rights or 


                                                          REGISTRATION STATEMENT
                                                                     Page II-481
<PAGE>
Seller's obligations under this Agreement, including but not limited to Seller's
representations and warranties in Section 3.16 above.

                  6.7 Existing Relationships.  Seller shall use its best efforts
to  preserve  the CATV  Business as a going  concern  and to  preserve  existing
relationships  with the APUC,  and its suppliers,  customers,  and others having
business dealings with Seller.  Buyer shall use its best efforts to preserve its
business as a going  concern and to preserve  its  existing  relationships  with
suppliers, customers and others having business dealings with it.

                  6.8 Required Consents. Seller and Buyer agree to cooperate and
use their  reasonable  commercial  efforts to obtain all Required  Consents in a
form and upon terms and conditions reasonably satisfactory to Buyer. Seller will
afford Buyer the opportunity to review, approve, and revise the form of Required
Consents prior to delivery to any consenting  party.  Nothing  contained  herein
shall be deemed to require Buyer to undertake any  extraordinary or unreasonable
measures to obtain such Required Consents,  including,  without limitation,  the
initiation  or  prosecution  of legal  proceedings,  the payment of any fees, or
agreeing to change any terms of any CATV Instruments or Seller Contracts.

                  6.9 Compliance  with CLI Standards.  Seller shall notify Buyer
at least ten days prior to the annual CLI compliance and reporting tests,  which
tests shall be made no later than June 30, 1996,  and  representatives  of Buyer
and Seller  shall  jointly  inspect the CATV  Systems to  determine  if the CATV
Systems are reasonably in compliance with the CLI standards under applicable FCC
rules and  regulations  ("CLI  Standards") and to the extent the CATV Systems or
any portion thereof are not in compliance  with CLI Standards,  to determine the
steps to be taken by Seller (including,  to the extent required, the replacement
or upgrading of equipment and the  institution  of  maintenance  procedures)  in
order to cause the CATV Systems to reasonably comply with CLI Standards prior to
the Closing Date ("the Remedial Steps"). If Buyer and Seller fail to agree as to
whether the CATV Systems or any portion  thereof  reasonably  complies  with CLI
Standards  or as to the  Remedial  Steps to be  taken,  Buyer and  Seller  shall
jointly  select a qualified  engineering  firm to inspect the CATV  Systems (the
"Inspector").  Seller  shall  cooperate  fully  with any  representative  of the
Inspector in making such  inspection.  Once the  inspection  is  completed,  the
Inspector  shall,  as  promptly as  practical  after its  engagement,  deliver a
written report to Buyer and Seller  stating  whether or not the CATV Systems are
in compliance  and if not,  recommend  Remedial  Steps which will cause the CATV
Systems to fully comply with CLI Standards.  The Inspector's  determination  and
report  shall be final  and  binding  on Buyer  and  Seller.  Fees and  expenses
incurred by the  Inspector  shall be paid by Buyer if the CATV Systems are found
by the Inspector to comply and by Seller if any substantial  portion of the CATV
System is found not to comply with CLI Standards.


                                                          REGISTRATION STATEMENT
                                                                     Page II-482
<PAGE>
                  6.10 MDU  Agreements.  Seller  represents  and  warrants  that
agreements  have been granted to Seller from all MDU property owners serviced by
Seller, and that they have provided access to all such agreements to Buyer which
are listed on Schedule 11.

                  6.11  Public  Announcements.  Except  as  may be  required  by
applicable  law or  regulation,  neither  Buyer nor Seller shall issue any press
release or otherwise make any public statement with respect to this Agreement or
the  transactions  contemplated  hereby without the prior written consent of the
other  parties,  which consent shall not be  unreasonably  withheld and shall be
promptly given.  Notwithstanding  the foregoing,  Seller acknowledges and agrees
that Buyer shall make all press releases it deems necessary under the securities
law, rules and regulations.

                  6.12 Due Diligence. Within 10 days after the date of execution
of this Agreement,  the parties agree to deliver fully  completed  Schedules and
all due diligence materials  reasonably  requested by any party. Any party shall
have 10 days after receipt to review such completed  Schedules and due diligence
materials and to notify the applicable party of any problems or concerns arising
as a result of such  review.  If Seller and Buyer are unable to resolve any such
problems or concerns by negotiating a mutually satisfactory modification to this
Agreement,  the objecting party shall have the right to terminate this Agreement
within 10 days after  notifying  the other  parties of such problems or concerns
and no party shall have any further obligations hereunder.

                  6.13  Correction  of  any  Noncompliance   Prior  to  Closing.
Notwithstanding  any other provision of this Agreement,  the parties acknowledge
and agree that  further  investigation  is  required  to  determine  whether the
representations and warranties  contained in Sections 3.15, 3.16, 3.23, 3.24 and
3.25 are true and correct as of the date of execution of this Agreement.  To the
extent that the parties determine that any such  representation  and warranty is
not true and correct as of the date of execution of this Agreement,  the parties
intend that Seller shall take  whatever  action is necessary to assure that such
representations  and  warranties are true and correct as of the Closing Date and
the fact that such  representations  and warranties were not true and correct as
of the date of execution of this Agreement shall not be deemed to be a breach of
this Agreement.  With respect to any filings and associated payments required to
be made by Seller in order to make the representations and warranties  contained
in Sections 3.23,  3.24, 3.25 and 3.27 true and correct,  copies of such filings
indicating  the filing date with the FCC,  the APUC,  or  Copyright  Office,  as
appropriate,  shall be  delivered  to Buyer at least ten (10) days  prior to the
Closing Date.

                  6.14 Leased Equipment. Seller shall pay the remaining balances
on any leases for Equipment  used in the CATV Business and deliver title to such
Equipment free and clear of all Encumbrances (other than Permitted Encumbrances)
to Buyer at the Closing.


                                                          REGISTRATION STATEMENT
                                                                     Page II-483
<PAGE>
                  6.15 Estoppel Certificates and Franchise Forms.

                           6.15.1  Seller  will use its  reasonable  efforts  to
obtain,  at its expense,  such estoppel  certificates or similar  documents from
lessors  and other  Persons  who are  parties to Seller  Contracts  as Buyer may
reasonably request.

                           6.15.2   Seller  will  execute  and  deliver  to  the
appropriate  Governmental  Authority,  the FCC Forms 394  prepared by Buyer with
respect  to each  franchise  as to which  such Form 394 is  required  within two
Business Days after it receives each such Form 394 from Buyer.

                  6.16 HSR Notification.  To the extent  applicable,  as soon as
practicable  after the  execution of this  Agreement,  but in any event no later
than 45 days after such execution, Seller and Buyer will each complete and file,
or cause to be completed and filed,  any  notification and report required to be
filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act");  and each such filing shall  request early  termination  of the
waiting  period  imposed by the HSR Act. The parties shall use their  reasonable
best efforts to respond as promptly as reasonably  practicable  to any inquiries
received  from the  Federal  Trade  Commission  (the  "FTC")  and the  Antitrust
Division of the Department of Justice (the "Antitrust  Division") for additional
information  or   documentation   and  to  respond  as  promptly  as  reasonably
practicable to all inquiries and requests  received from any other  Governmental
Authority in connection with antitrust matters. Seller and Buyer shall use their
respective  reasonable  best  efforts to overcome  any  objections  which may be
raised by the FTC, the Antitrust  Division or any other  Governmental  Authority
having jurisdiction over antitrust matters. Notwithstanding the foregoing, Buyer
shall  not be  required  to make any  significant  change in the  operations  or
activities of the business (or any material assets employed therein) of Buyer or
any of its Affiliates,  if Buyer determines in good faith that such change would
be  materially  adverse to the  operations or activities of the business (or any
material  assets  employed  therein)  of Buyer or any of its  Affiliates  having
significant  assets,  net worth,  or  revenue.  Notwithstanding  anything to the
contrary in this Agreement,  if Buyer, in its sole opinion,  considers a request
from a  governmental  agency for additional  data and  information in connection
with the HSR Act to be unduly  burdensome,  Buyer may terminate this  Agreement.
Within 10 days after  receipt of a statement  therefor,  Seller  will  reimburse
Buyer for  one-half  of the  filing  fees  payable by Buyer in  connection  with
Buyer's filing under the HSR Act.

                  6.17 No  Shopping.  Neither  the Seller,  its  partners or any
agent or representative of any of them will, during the period commencing on the
date of this  Agreement  and ending  with the earlier to occur of the Closing or
the  termination  of this  Agreement,  directly  or  indirectly  (a)  solicit or
initiate  the  submission  of  proposals  or offers  from any Person for, or (b)
furnish any  information  to any Person other than Buyer relating to, any direct
or indirect acquisition or purchase of all or any portion of the Assets.


                                                          REGISTRATION STATEMENT
                                                                     Page II-484
<PAGE>
                  6.18  Notification  of Certain  Matters.  Seller will promptly
notify Buyer of any fact,  event,  circumstance or action (a) which, if known on
the date of this  Agreement,  would have been  required to be disclosed to Buyer
pursuant to this  Agreement or (b) the  existence or  occurrence  of which would
cause any of Seller's  representations or warranties under this Agreement not to
be correct and complete.

                  6.19 Risk of Loss; Condemnation

                           6.19.1  Seller  will  bear  the  risk of any  loss or
damage to the  Assets  resulting  from  fire,  theft or other  casualty  (except
reasonable wear and tear) at all times prior to the Closing. If any such loss or
damage is so substantial as to prevent normal  operation of any material portion
of a System or the  replacement or  restoration of the lost or damaged  property
within 20 days  after the  occurrence  of the  event  resulting  in such loss or
damage, Seller will immediately notify Buyer of that fact and Buyer, at any time
within 10 days after  receipt  of such  notice,  may elect by written  notice to
Seller either (i) to waive such defect and proceed  toward  consummation  of the
acquisition  of the Assets in  accordance  with terms of this  Agreement or (ii)
terminate this Agreement. If Buyer elects so to terminate this Agreement,  Buyer
and Seller will be discharged  of any and all  obligations  hereunder.  If Buyer
elects  to  consummate   the   transactions   contemplated   by  this  Agreement
notwithstanding  such loss or damage and does so, there will be no adjustment in
the  consideration  payable  to Seller on account of such loss or damage but all
insurance  proceeds payable as a result of the occurrence of the event resulting
in such loss or damage will be  delivered  by Seller to Buyer,  or the rights to
such  proceeds  will be  assigned  by  Seller  to Buyer if not yet paid  over to
Seller.

                           6.19.2  If,  prior  to the  Closing,  any  part of or
interest in the Assets is taken or  condemned as a result of the exercise of the
power of  eminent  domain,  or if a  Governmental  Authority  having  such power
informs Seller or Buyer that it intends to condemn all or any part of the Assets
(either such event,  a "Taking"),  then Buyer may terminate this  Agreement.  If
Buyer does not elect to terminate this  Agreement,  then (a) Buyer will have the
sole right, in the name of Seller,  if Buyer so elects, to negotiate for, claim,
contest and receive all damages with  respect to the Taking,  (b) Seller will be
relieved of its  obligation to convey to Buyer the Assets or interests  that are
the subject of the Taking,  (c) at the Closing,  Seller will assign to Buyer all
of Seller's  rights to all damages  payable with respect to such Taking and will
pay to Buyer all damages  previously  paid to Seller with  respect to the Taking
and (d) following the Closing, Seller will give Buyer such further assurances of
such rights and assignment  with respect to the taking as Buyer may from time to
time reasonably request.

                  6.20 Lien and Judgment Searches. Buyer will obtain at Seller's
expense,  (a) the results of a lien search  conducted by a  professional  search
company of records in the offices of the  secretaries of state in each state and
county clerks in each county where there exist tangible Assets, and in the state
and county where Seller's principal office are located,  including copies of all
financing  statements  or  similar  notices  or  filings  


                                                          REGISTRATION STATEMENT
                                                                     Page II-485
<PAGE>
(and any continuation  statements) discovered by such search company and (b) the
results of a search of the dockets of the clerk of each  federal and state court
sitting in the city, county or other applicable political  subdivision where the
principal  office or any material assets of Seller may be located,  with respect
to judgments, orders, writs or decrees against or affecting Seller or any of the
Assets.

                  6.21 Transfer  Taxes.  Seller and Buyer will share equally the
payment of any state or local  sales,  use,  transfer,  excise,  documentary  or
license taxes or fees.

                  6.22 Letter to Programmers.  At Buyer's  request,  Seller will
transmit a letter in the form of Exhibit G to all programmers  from which Seller
purchases programming.

                  6.23 Updated Schedules. Not less than five business days prior
to Closing,  Seller will deliver to Buyer revised  copies of Schedules 1 through
11 which  shall  have been  updated  and  marked to show any  changes  occurring
between the date of this Agreement and the date of delivery;  provided, however,
that for purposes of Seller's  representations  and  warranties and covenants in
this  Agreement,  all  references to the Schedules  will mean the version of the
Schedules  attached  to this  Agreement  on the date of  signing,  and  provided
further  that if the effect of any such  updates to Schedules is to disclose any
one or more additional properties,  privileges,  rights,  interests or claims as
Assets,  Buyer,  at or before  Closing,  will have the right (to be exercised by
written  notice  to  Seller)  to  cause  any one or more  of  such  items  to be
designated as and deemed to constitute  Excluded  Assets for all purposes  under
this Agreement.

                  6.24 Use of Seller's  Name.  Buyer may continue to operate the
Systems  using  the  Seller's  rights  to  its  name  and  all  derivations  and
abbreviations of such name and related marks.  Within 180 days after the Closing
Date, Buyer will discontinue  using and will dispose of all items of stationery,
business cards and literature bearing such names or marks.  Notwithstanding  the
foregoing,  Buyer will not be required to remove or  discontinue  using any such
name or mark that is affixed to  converters  or other  items in or to be used in
subscriber homes or properties,  or as are used in a similar fashion making such
removal or discontinuation impracticable for Buyer.

                  6.25 Subscriber Billing Services. Seller will provide to Buyer
access its outside  billing  system  services  provider  ("Transitional  Billing
Services") in connection with the System and Assets acquired by Buyer.

                  6.26 Satisfaction of Conditions.  Each party will use its best
efforts  to  satisfy,  or to  cause  to be  satisfied,  the  conditions  to  the
obligations of the other party to consummate the  transactions  contemplated  by
this  Agreement,  as set forth in Section  15,  provided  that Buyer will not be
required to agree to any increase in the 


                                                          REGISTRATION STATEMENT
                                                                     Page II-486
<PAGE>
amount payable with respect to, or any  modification  that makes more burdensome
in any material respect, any of the Assumed Liabilities.

Section 7                 Closing

                  The Closing  shall  occur at the offices of Foster  Pepper and
Shefelman,  1111 Third Avenue,  Suite 3400, Seattle,  Washington 98101, at 10:00
a.m.  local time,  on such date  acceptable  to Seller and Buyer within five (5)
business days after all  conditions to Closing  contained in this Agreement have
been met, or at such different  place,  time, or date as may be agreed by Seller
and Buyer.  Until the  Closing or earlier  termination  of this  Agreement,  the
parties shall cooperate fully by exchanging  information upon reasonable request
and in all other  reasonable  ways to enable  all  parties  to  prepare  for the
Closing  and to  determine  whether  the  conditions  to the  Closing  have been
satisfied.  Either Buyer or Seller may  terminate  this  Agreement  upon written
notice to the others if the Closing  hereunder  has not  occurred by October 31,
1996,  or, if the Alaska Public  Utilities  Commission's  consent shall not have
been obtained by such date,  then at Buyer's or Seller's  option,  no later than
December 31, 1996,  unless APUC has earlier notified the parties that no consent
will be  given  to  this  transaction,  in  which  case  the  Agreement  will be
terminated  at that time,  and the parties  shall  thereupon  be relieved of any
further obligation  hereunder;  provided,  however,  if a party's breach of this
Agreement  has  prevented  the  consummation  of the  transactions  contemplated
hereby,  such party shall not be entitled to terminate this Agreement under this
Section 7. The Closing  Date may be further  extended  by mutual  consent of the
parties.

Section 8                 Deliveries by Seller at Closing

                  At Closing, Seller shall deliver to Buyer:

                  8.1 the Bills of Sale for the Assets in the form  attached  as
Exhibit A;

                  8.2 the Escrow Agreement in the form attached as Exhibit B;

                  8.3 an  Assignment  and  Assumption  of  Contracts in the form
attached as Exhibit C;

                  8.4 one or more  Assignments of Leases in the form attached as
Exhibit  D and,  if  requested  by  Buyer,  short  forms  or  memoranda  of such
Assignments in recordable form;

                  8.5 an affidavit  of Seller,  under  penalty of perjury,  that
Seller is not a "foreign  person" (as defined in the Foreign  Investment in Real
Property Tax Act and applicable  regulations)  and that Buyer is not required to
withhold any portion of the consideration payable under this Agreement under the
provisions of such Act in the form attached as Exhibit H;


                                                          REGISTRATION STATEMENT
                                                                     Page II-487
<PAGE>
                  8.6 motor vehicle title  certificates  and such other transfer
instruments  as Buyer may deem  necessary or advisable to transfer the Assets to
Buyer and to perfect Buyer's rights in the Assets;

                  8.7 incumbency and specimen signature certificates,  dated the
Closing Date, from Seller with respect to its partners  executing this Agreement
and any other document delivered hereunder by or on behalf of Seller;

                  8.8 a certificate of Seller, dated the Closing Date, signed by
an authorized  partner of Seller  certifying  that (A) except (1) as a result of
the taking by any person of any action  contemplated under this Agreement or (2)
insofar as any representation or warranty relates to any specified earlier date,
all of the  representations  and warranties of Seller in this Agreement are true
and correct in all material respects on the Closing Date with the same force and
effect as if made on and as of the Closing  Date,  and (B) Seller has  performed
and complied in all material  respects with all of its covenants and  agreements
set forth in, and satisfied in all material respects all conditions  required to
be  satisfied  by it  pursuant  to,  this  Agreement  except as such  covenants,
agreements,  or  conditions  shall  have been  waived by Buyer at or before  the
Closing Date;

                  8.9 a certified copy of resolutions of the boards of directors
for each joint venture partner, authorizing the execution and delivery by Seller
of this Agreement and any other  agreements  executed by Seller pursuant hereto,
and the  performance  of the  obligations  of Seller  hereunder and  thereunder,
together with a power of attorney  authorizing Rock Associates,  Inc.  (formerly
Rock  Investments,  Inc.) to execute and deliver all  documents  and  agreements
necessary and  appropriate  in connection  with the closing of the  transactions
pursuant to this Agreement;

                  8.10 an opinion of Seller's  counsel,  dated the Closing Date,
covering matters customary with respect to the transactions contemplated by this
Agreement, in form and substance satisfactory to Buyer;

                  8.11 an  opinion  of  special  communications,  FCC  and  APUC
counsel to Seller,  dated the Closing  Date,  covering  matters  customary  with
respect to the APUC and FCC  aspects of the  transactions  contemplated  by this
Agreement, in the form and substance satisfactory to Buyer;

                  8.12   releases  or   terminations,   in  form  and  substance
reasonably  satisfactory to Buyer, of all Security Interests with respect to the
Assets and all financing  statements or other  instruments  with respect thereto
except for the Permitted Encumbrances described in Schedule 7;

                  8.13 to the extent in the  possession of Seller or its agents,
all  contracts  not  terminated  pursuant  to  this  Agreement,   all  unexpired
warranties, any leases of 


                                                          REGISTRATION STATEMENT
                                                                     Page II-488
<PAGE>
personal property, any business and other licenses and permits related to Seller
or the CATV Business;

                  8.14 to the extent in the  possession of Seller or its agents,
all blueprints,  schematics,  drawings,  maps,  system design bill of materials,
engineering and technical data related to the Assets or the CATV Business;

                  8.15 tax,  judgment,  and lien searches of the relevant public
records  dated no more than fifteen  (15) days prior to Closing,  or dated as of
such  other  date  acceptable  to Buyer  and  Seller,  indicating  all  Security
Interests  against  the  Assets,  the  Assets,  the  CATV  Systems,  or the CATV
Business; and

                  8.16  Schedules  1-11 which have been  updated to reflect  any
material  changes from the date of  execution  of this  Agreement to the Closing
Date; provided,  however,  that if any such change has a material adverse effect
on the condition,  financial or otherwise, of Seller or the CATV Business, Buyer
shall have the right to terminate this Agreement with no further  obligations to
Seller hereunder.

                  8.17 Non-Compete Agreement. Contemporaneously with the signing
of this  Agreement,  Seller  is  causing  Rock  Associates,  Inc.  to  provide a
Non-Compete Agreement in the form attached as Exhibit E.

                  8.18  Guaranty.  Contemporaneously  with the  signing  of this
Agreement, Seller is causing its Partners to deliver the Guaranty in the form of
Exhibit F. The  liability of Partner  under the Guaranty for any  indemnity  for
breach by Seller of a  representation,  warranty or covenant shall be limited to
an amount not to exceed the value of the  consideration  received  by Partner in
this  transaction  and the  maximum  aggregate  liability  of  each of  Seller's
Partners  on the  amount  of  consideration  received  by such  Partner  in this
transaction.

                  Drafts of each of the items  listed in this Section 8 shall be
delivered  by Seller to Buyer  within a  reasonable  time prior to  Closing  for
Buyer's review and approval.

Section 9                Deliveries by Buyer at Closing

                  At Closing, Buyer shall deliver to Seller:

                  9.1      certified check or wire transfer documents evidencing
                           payment of the Two Million Eight Hundred Eighty-Three
                           Thousand Eight Hundred Sixty-Eight Dollars cash, less
                           the   Seventy-Five   Thousand   and  no/100   Dollars
                           ($75,000)  described  in Section 9.2, and as adjusted
                           in  accordance  with  Section 2.3,  constituting  the
                           Purchase Price, such payment to be made in accordance
                           with  instructions  


                                                          REGISTRATION STATEMENT
                                                                     Page II-489
<PAGE>
                           received  from the Seller at least two business  days
                           prior to the Closing Date;

                  9.2      cash in the amount of Seventy-Five  Thousand  Dollars
                           ($75,000) to be placed into escrow in accordance with
                           Section 2.4;

                  9.3      a certificate of good standing of Buyer issued by the
                           Secretary of State of Alaska dated in 1996;

                  9.4      an  incumbency  and specimen  signature  certificate,
                           dated the Closing Date,  with respect to the officers
                           of  Buyer  executing  this  Agreement  and any  other
                           document  delivered  hereunder  by  or on  behalf  of
                           Buyer;

                  9.5      a  certificate  of  Buyer,  dated the  Closing  Date,
                           signed by a proper officer of Buyer  certifying  that
                           (A)  except  (1) as a  result  of the  taking  by any
                           person  of  any   action   contemplated   under  this
                           Agreement  or (2)  insofar as any  representation  or
                           warranty  relates to any specified  earlier date, all
                           of the  representations  and  warranties  of Buyer in
                           this  Agreement  are true and correct in all material
                           respects on the Closing  Date with the same force and
                           effect as if made on and as of the Closing Date,  and
                           (B) Buyer has  performed and complied in all material
                           respects with all of its covenants and agreements set
                           forth in, and satisfied in all material  respects all
                           conditions  required to be  satisfied  by it pursuant
                           to,  this   Agreement   except  as  such   covenants,
                           agreements  or  conditions  shall have been waived by
                           Seller at or before the Closing Date;

                  9.6      a  certified  copy of  resolutions  of the  board  of
                           directors  of Buyer  authorizing  the  execution  and
                           delivery of this  Agreement and any other  agreements
                           executed pursuant hereto,  and the performance of the
                           obligations of Buyer hereunder and thereunder; and

                  9.7      Schedules  12-14,  as  applicable,  which  have  been
                           updated to reflect any material changes from the date
                           of execution of this  Agreement to the Closing  Date;
                           provided,  however,  that if any  such  change  has a
                           material  adverse effect on the condition,  financial
                           or otherwise,  of Buyer,  Seller shall have the right
                           to   terminate   this   Agreement   with  no  further
                           obligations to Buyer hereunder.


                                                          REGISTRATION STATEMENT
                                                                     Page II-490
<PAGE>
Section 10                Conditions to Obligations of Buyer

                  The  obligations  of  Buyer  to  consummate  the  transactions
contemplated  by  this  Agreement  shall  be  subject,  at  Buyer's  option,  to
fulfillment of each of the following conditions as of the Closing Date:

                  10.1  Accuracy  of   Representations   and   Compliance   with
Conditions.  All  representations  and  warranties  of Seller  contained in this
Agreement  shall be true and  accurate in all material  respects  when made and,
except (a) as a result of the  taking by any  person of any action  contemplated
hereby or (b) insofar as any  representation  or warranty  specifically  relates
solely to an  earlier  date in which case it shall be true and  accurate  in all
material  respects as of such  earlier  date,  shall be true and accurate in all
material  respects as of the Closing  Date, as though such  representations  and
warranties  were then made by  Seller,  and  Seller  shall  have  performed  and
complied in all material  respects with all of its covenants and  agreements set
forth herein and satisfied in all material  respects all conditions  required to
be satisfied by it pursuant to this Agreement at or before the Closing Date.


                  10.2 Deliveries Complete.  All documents required to have been
delivered  by Seller to Buyer and all  actions  required  to have been  taken by
Seller, at or prior to the Closing Date, shall have been delivered or taken.

                           10.2.1 Seller has executed (or caused to be executed)
and delivered to Buyer of the items set forth in Section 8.

                           10.2.2 Seller has  delivered to Buyer:  (a) evidence,
in form and substance  satisfactory to Buyer,  that all of the Required Consents
have been  obtained  or given and are in full force and  effect;  and (b) to the
extent obtained,  the estoppel  certificates or similar  documents  described in
Section 6.15.

                           10.2.3  Seller  has  delivered   releases,   in  form
satisfactory  to Buyer, of all  Encumbrances  affecting any of the Assets (other
than Permitted  Encumbrances)  and a certificate of no taxes due with respect to
Seller and the Assets issued by  appropriate  state taxing  authorities  as of a
date no earlier than 10 days prior to the Closing.

                  10.3 No Adverse Change. No material adverse change in the CATV
Business or the Assets shall have occurred  (other than changes which affect the
United States CATV industry  considered as a whole). The CATV Business shall not
have suffered,  on or prior to Closing, any loss, claim,  casualty,  or calamity
which materially and adversely affects the CATV Business or the Assets,  whether
or not covered by insurance;  provided,  however, that if Seller has repaired at
its expense all damage caused by any loss,  casualty,  or calamity  prior to the
Closing to Buyer's  reasonable  satisfaction,  the  condition  set forth in this
Section 10.3 shall be deemed satisfied.


                                                          REGISTRATION STATEMENT
                                                                     Page II-491
<PAGE>
                  10.4  Restraint  of  Proceedings.  No action,  proceeding,  or
investigation shall have been instituted or threatened,  on or prior to Closing,
to set aside or modify the  authorization  of the  transactions  contemplated by
this  Agreement  or to  enjoin  or  prevent  its  consummation  or  which  would
materially  impair  the  ability  of  Buyer  to  realize  the  benefits  of  the
transactions contemplated herein.

                  10.5  Inspection.  Within thirty (30) days of this  Agreement,
the results and findings of a due  diligence  inspection  of the Assets and CATV
Business by Buyer shall be satisfactory  to Buyer in its reasonable  discretion,
and the condition of the Assets and CATV  Business  shall be as  represented  by
Seller  herein and as  otherwise  disclosed  to Buyer prior to the date  hereof.
Buyer shall notify Seller within  thirty-one  (31) days of this Agreement of the
results of such due diligence inspection.

                  10.6 Cash Flow.  As of the  Closing  Date,  McCaw/Rock  Seward
Cable  System Joint  Venture's  and ACI's  twelve (12) month  combined  trailing
operating  cash flow shall be no less than Three  Million Five Hundred  Thousand
and no/100 Dollars ($3,500,000.00).

Section 11                Conditions to Obligations of Seller

                  The  obligation  of  Seller  to  consummate  the  transactions
contemplated  by this  Agreement  shall  be  subject,  at  Seller's  option,  to
fulfillment of each of the following conditions as of the Closing Date:

                  11.1  Accuracy  of   Representations   and   Compliance   with
Conditions.  All  representations  and  warranties  of Buyer  contained  in this
Agreement  shall be true and  accurate in all material  respects  when made and,
except (a) as a result of the  taking by any  person of any action  contemplated
hereby or (b) insofar as any  representation  or warranty  specifically  relates
solely to an  earlier  date in which case it shall be true and  accurate  in all
material  respects as of such  earlier  date,  shall be true and accurate in all
material  respects as of the Closing  Date, as though such  representations  and
warranties were then made by Buyer,  and Buyer shall have performed and complied
in all material  respects  with all of its covenants  and  agreements  set forth
herein,  and satisfied in all material  respects all  conditions  required to be
satisfied by it pursuant to this Agreement at or before the Closing Date.

                  11.2 Deliveries Complete.  All documents required to have been
delivered  by Buyer to Seller  and all  actions  required  to have been taken by
Buyer, at or prior to the Closing Date, shall have been delivered or taken.

                  11.3 No Adverse Change.  No material adverse change in Buyer's
business shall have occurred  (other than changes which affect the United States
telephone industry considered as a whole). Buyer's business operations shall not
have suffered,  on or prior to Closing, any loss, claim,  casualty,  or calamity
which  materially  


                                                          REGISTRATION STATEMENT
                                                                     Page II-492
<PAGE>
and adversely  affects  Buyer,  whether or not covered by  insurance;  provided,
however,  that if Buyer has  repaired at its  expense  all damage  caused by any
loss,  casualty,  or  calamity  prior  to the  Closing  to  Seller's  reasonable
satisfaction,  the  condition  set forth in this  Section  11.3  shall be deemed
satisfied.

                  11.4  Restraint  of  Proceedings.  No action,  proceeding,  or
investigation shall have been instituted or threatened,  on or prior to Closing,
to set aside or modify the  authorization  of the  transactions  contemplated by
this  Agreement  or to  enjoin  or  prevent  its  consummation  or  which  would
materially  impair  the  ability  of  Seller  to  realize  the  benefits  of the
transactions contemplated herein.

Section 12                Conditions to Both Parties Obligations

                  12.1  Consents.  All Required  Consents  and Buyer's  Required
Consents or waivers  thereof shall have been obtained and shall be in full force
and effect as of the Closing Date.

                  12.2 No Governmental  Action.  No  investigation,  action,  or
proceeding shall have been commenced by the Department of Justice or the Federal
Trade  Commission or any other  governmental  entity  challenging  or seeking to
enjoin the consummation of the  transactions  contemplated by this Agreement and
neither Buyer nor Seller shall have been notified of a present  intention by the
Assistant Attorney General in charge of the Antitrust Division of the Department
of Justice,  the  Director  of the Bureau of  Competition  of the Federal  Trade
Commission  or any  governmental  entity  (or  their  respective  designees)  to
commence,  or recommend the commencement of, such an  investigation,  action, or
proceeding.

                  12.3 Waiver of Conditions.  Any party may waive in writing any
or all of the conditions to its obligations under this Agreement.

Section 13                Transactions Subsequent to Closing

                  13.1 Further Actions.  At any time and from time to time after
the Closing,  each party hereto agrees,  at its own expense (except as otherwise
provided herein), to take such actions and to execute and deliver such documents
as may be reasonably necessary to effectuate the purposes of this Agreement.


                  13.2 COBRA Benefits. Seller shall comply with all requirements
of COBRA.

Section 14                Agreement Not to Compete

                  14.1  Agreement.  Rock  Associates,  Inc., a partner of Seller
shall provide to Buyer at Closing an executed Non-Compete  Agreement in the form
attached to this  


                                                          REGISTRATION STATEMENT
                                                                     Page II-493
<PAGE>
Agreement  as  Exhibit  E,  the  terms  and   conditions  of  which  are  hereby
incorporated  by  reference.  Such  Non-Compete  Agreement  shall  be  given  in
consideration of the sale of Assets set forth herein and shall not be subject to
additional consideration.

                  14.2 Breach of  Agreement.  If this  Section 14 is breached or
threatened to be breached,  Seller  expressly  consents that, in addition to any
other  remedy  Buyer  may  have,  Buyer  may  apply to any  court  of  competent
jurisdiction  for injunctive  relief in order to prevent the continuation of any
existing breach or the occurrence of any threatened breach.

                  14.3  Enforceability.  If any  provision of this Section 14 is
determined to be unreasonable or unenforceable, such provision and the remainder
of this  Section 14 shall not be declared  invalid but rather  shall be modified
and enforceable to the maximum extent permitted by law.

Section 15          Survival of Representations and Warranties; Indemnification

                  15.1   Survival.    Except   as   otherwise   provided,    the
representations,  warranties,  and  covenants and related  indemnity  agreements
contained  in or made  pursuant to this  Agreement  (including  the Exhibits and
Schedules) by Buyer and by Seller shall survive the Closing and shall  terminate
on the first  anniversary  of the Closing  Date.  Notwithstanding  the preceding
provisions of this Section 15.1, the representations,  warranties, and covenants
(and related  indemnities)  in Sections 3.15,  3.17,  3.18,  3.19 and 3.25 shall
survive the Closing  for the period of sixty (60) days after the  expiration  of
the  relevant   statute  of  limitations   for  claims  related   thereto.   The
representations  and  warranties  relating to the  ownership of the Assets shall
continue in full force and effect without limitation.

                  15.2  Indemnity  by  Seller.  Seller  and  the  joint  venture
partners agree to indemnify,  defend,  and hold harmless Buyer and its officers,
directors,  Affiliates,  employees,  attorneys,  agents  and  shareholders  (the
"Buyer's  Indemnitees")  against  and in respect of any and all  claims,  suits,
actions,   proceedings   (formal  and  informal),   investigations,   judgments,
deficiencies, losses, damages, settlements, liabilities and expenses (including,
without  limitation,  reasonable  legal fees and expenses of attorneys chosen by
the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred arising
out of or based upon (1) any breach of any representation,  warranty,  covenant,
or agreement of Seller  contained  in this  Agreement or in any other  agreement
executed and delivered by Seller hereunder or in connection herewith, or (2) the
ownership of the Assets or the conduct of the CATV Business or any other matters
relating  to the  business of Seller for the period  prior to the Closing  Date,
including,  without limitation, any actions taken by Seller prior to the Closing
Date but  which do not  become  effective  until  after  the  Closing  Date.  No
indemnification  shall be required to be made by Seller  under this Section as a
result of any breach of any representation,  warranty,  covenant or agreement of
the Seller until the amount of Buyer's  Losses under this Agreement  


                                                          REGISTRATION STATEMENT
                                                                     Page II-494
<PAGE>
exceed,  in the aggregate,  $10,000.  At such time as such  aggregate  amount of
Buyer's  Losses  exceeds  $10,000,  Buyer may seek to recover all of its Losses,
including  the first dollar  thereof in accordance  with the  provisions of this
Section, provided,  however, that no indemnification shall be required in excess
of the amount of the consideration actually received, in the aggregate, pursuant
to the Agreement. Seller shall not be held liable for any unintentional error in
any representation or warranty or any unintentional inaccuracy or incompleteness
of data,  information or material which it otherwise  might have been liable for
hereunder if, on or before 10 business  days prior to the Closing  Date,  Seller
shall have  provided  Buyer with written  notices of such error,  inaccuracy  or
incompleteness and a written statement of the corrections  necessary to cure the
same and if, notwithstanding such notice, Buyer shall have elected to close this
transaction.

                  15.3  Indemnity by Buyer.  Buyer agrees to indemnify,  defend,
and hold harmless  Seller and its  partners,  managers,  Affiliates,  employees,
attorneys,  agents and shareholders (the "Seller's  Indemnitees") against and in
respect of any Losses as and when incurred  arising out of or based upon (1) any
breach of any representation, warranty, covenant or agreement of Buyer contained
in this  Agreement or in any other  agreement  executed  and  delivered by Buyer
hereunder or in connection herewith;  or (2) the conduct of the CATV Business or
any other matters relating to the business of Seller for the period on and after
the Closing Date.

                  15.4 Defense of Claims. No right to indemnification under this
Section  15  shall  be  available  to  any of  Buyer's  Indemnitee  or  Seller's
Indemnitee (the  "Indemnified  Party") unless such Indemnified  Party shall have
given to the party obliged to provide  indemnification of such Indemnified Party
(the  "Indemnitor") a notice (a "Claim Notice")  describing in reasonable detail
the facts giving rise to any claim for indemnification  hereunder promptly after
receipt of knowledge  by officers or  management  personnel  of the  Indemnified
Party of the facts upon which such claim is based;  provided,  however, that the
failure of any Indemnified  Party to so notify the Indemnitor  shall not relieve
the  Indemnitor  from any  indemnification  liability  it may have except to the
extent  that  failure  to so notify the  Indemnitor  materially  prejudices  the
Indemnitor's  ability  to  defend  against  such  claim.  Upon  receipt  by  the
Indemnitor  of the Claim  Notice from an  Indemnified  Party with respect to any
claim of a third  party,  such  Indemnitor  may assume the defense  thereof with
counsel  reasonably  satisfactory to the Indemnified  Party, and the Indemnified
Party shall  cooperate in the defense or  prosecution  thereof and shall furnish
such  records,  information  and  testimony  and  attend  all such  conferences,
discovery  proceedings,  hearings,  trials  and  appeals  as may  be  reasonably
requested in connection therewith. The Indemnified Party shall have the right to
employ  its own  counsel  in any such case,  but the fees and  expenses  of such
counsel  shall  be at the  expense  of the  Indemnified  Party  unless  (i)  the
Indemnitor shall not have promptly employed counsel  reasonably  satisfactory to
such Indemnified Party to take charge of the defense of such action or (ii) such
Indemnified Party shall have reasonably  concluded that there may be one or more
legal  defenses  available  to it,  or to any  other  Indemnified  Party who has
submitted  a  Claim  Notice  to the  Indemnitor,  which  are  


                                                          REGISTRATION STATEMENT
                                                                     Page II-495
<PAGE>
different from or additional to those available to the Indemnitor,  in either of
which events such fees and expenses shall be borne by the Indemnitor  (but in no
event shall the Indemnitor be required to pay the fees and expenses of more than
one counsel  employed  by more than one  Indemnified  Party with  respect to any
claim) and the Indemnitor  shall not have the right to direct the defense of any
such action on behalf of the Indemnified Party. The Indemnified Party shall give
written notice to the Indemnitor of any proposed  settlement of any claim, which
settlement the Indemnitor may reject in its reasonable  judgment within ten (10)
days of receipt of such notice. The Indemnitor shall have the right, in its sole
discretion,  to settle any claim for monetary damages for which  indemnification
has been sought and is available hereunder.

                  15.5 Right to Offset.  Seller and Buyer  shall have the option
to recoup  all or part of its Losses  (in lieu of  seeking  any  indemnification
therefor to which it is entitled  under this Section 15) by notifying  the other
that it is offsetting  the amount of the Holdback by the amount of its Losses if
the  amount  of such  Losses  is  determined  before  such  party  releases  the
applicable Holdback. The Indemnitee shall notify the Indemnitor of its claim for
Losses to be offset  against  the  applicable  Holdback  (including  the details
forming the basis of such claim) as soon as practically possible after obtaining
knowledge  of the basis for its claim  for  Losses to be so  offset.  If a party
disagrees with the asserted claim for Losses to be so offset,  the parties shall
submit the dispute to arbitration.  The amount of such disputed claim shall then
continue to be subject to the Holdback until the dispute is resolved. At the end
of the Holdback period, the Indemnitee shall release to Indemnitor the remaining
balance of the applicable  Holdback.  An arbitrator named by the accounting firm
of Deloitte & Touche,  LLP shall  resolve any dispute  between the parties  with
respect to the Losses offset against the Holdback within thirty (30) days, which
determination shall be binding and conclusive;  provided,  however,  that if the
nature  of the  disputed  claim  is not of the  type  which  would  normally  be
determined by a certified public accountant,  the parties shall agree within ten
(10)  days on  another  person  to  serve  as the  arbitrator  from  the list of
arbitrators  maintained by the American  Arbitration  Association and Indemnitor
shall  select  an  arbitrator  from the list of  arbitrators  maintained  by the
American  Arbitration  Association and the two (2) arbitrators so selected shall
select  a third  arbitrator  from  the  list of  arbitrators  maintained  by the
American  Arbitration  Association and such panel of three (3) arbitrators shall
resolve the disputed claim for Losses offset against the Holdback  within thirty
(30) days.  Nothing  contained  in this  Section 15.5 shall be deemed to limit a
party's  obligation  to  indemnity  to the  extent  that the  amount to which an
Indemnitee  is entitled  under  Section 15 exceeds the amount of the  applicable
Holdback.

                  15.6 Determination of Indemnified Amounts. The indemnification
obligations  of the  parties  under  this  Section  15 shall be  subject  to the
following:

                           15.6.1  The amount of Losses  required  to be paid by
the Indemnitor to indemnify the Indemnified Party pursuant to this Section 15 as
a result of any Loss suffered by the  Indemnified  Party shall be reduced to the
extent  the  amount  of such  Loss 


                                                          REGISTRATION STATEMENT
                                                                     Page II-496
<PAGE>
is actually offset by the receipt by the Indemnified Party of insurance proceeds
pursuant to the terms of the insurance  policies,  if any, covering such Loss or
by the receipt of any recovery by the Indemnified  Party from a third party with
respect to such Loss.

                           15.6.2  The amount of Losses  required  to be paid by
the Indemnitor to indemnify the Indemnified Party pursuant to this Section 15 as
a result of any Loss suffered by the  Indemnified  Party shall be reduced by the
amount of any tax  benefit  actually  realized  by the  Indemnified  Party  with
respect to such Loss,  to the extent such  benefit  actually  offsets such Loss,
provided that such reduced  amount shall be increased by the amount of any taxes
payable by such  Indemnified  Party as a result of the  Indemnitor's  payment of
such Loss.

                           15.6.3  Amounts  payable by the Indemnitor in respect
of any Losses shall be payable by the  Indemnitor and shall bear interest at the
rate of ten and  one-half  percent  (10.5%) per annum from the date the Loss for
which indemnification is sought were incurred by the Indemnified Party until the
date of payment of indemnification by the Indemnitor.

Section 16                Termination

                  16.1 Mutual  Consent.  This Agreement may be terminated by the
written  consent of Buyer and Seller.  Upon such  termination,  no party  hereto
shall have any  further  liability  to the other,  except as provided in Section
16.2.

                  16.2  Default  by  Seller.  Buyer  shall  have  the  right  to
terminate  this  Agreement  at or prior to the  Closing  Date in the event  that
Seller  defaults in the performance of any material  obligation  hereunder or if
any  representations  or warranties of Seller are materially  false,  and Seller
fails to correct or satisfy such  default or falsity  within ten (10) days after
written  notice is given to Seller or such longer period as shall be required to
correct or satisfy such default or falsity,  provided  that Seller  promptly and
diligently  prosecute the cure or  satisfaction.  If such notice is given within
ten (10) days of the Closing  Date,  the Closing shall be delayed for the number
of days to permit the cure of the  default but in no event more than thirty (30)
days.  In the event  that  Seller  has  failed to cure the  default  within  the
required period, Buyer shall be entitled to exercise all of its rights in law or
in equity by reason of the breach by Seller of this  Agreement.  If Seller shall
breach or threaten to breach any of the provisions of this Agreement,  Buyer, in
addition to any other remedies it may have at law or in equity, will be entitled
to a  restraining  order,  injunction  or  other  similar  remedy  in  order  to
specifically  enforce  the  provisions  of  this  Agreement.  Seller  and  Buyer
specifically  acknowledge that money damages alone would be an inadequate remedy
for the  injuries  and damage which would be suffered and incurred by Buyer as a
result of a breach by Seller of any provisions of this  Agreement.  In the event
that Buyer seeks an injunction  hereunder,  Seller hereby waives any requirement
for the  posting of a bond or other  security.  Notwithstanding  anything to the
contrary contained in this Section 16.2, Buyer 


                                                          REGISTRATION STATEMENT
                                                                     Page II-497
<PAGE>
shall have the right to waive any default by Seller and require the transactions
contemplated by this Agreement to be consummated on the Closing Date.

                  16.3  Default  by  Buyer.  Seller  shall  have  the  right  to
terminate this Agreement at or prior to the Closing Date in the event that Buyer
defaults in the  performance  of any  material  obligation  hereunder  or if any
representation  or warranty  of Buyer is  materially  false,  and Buyer fails to
correct or satisfy  such default or falsity  within ten (10) days after  written
notice is given to Buyer or such  longer  period as shall be required to correct
or satisfy such default or falsity,  provided that Buyer promptly and diligently
prosecute the cure or satisfaction. If such notice is given within ten (10) days
of the  Closing  Date,  the  Closing  shall be delayed for the number of days to
permit the cure of the default  but in no event more than  thirty (30) days.  In
the event  Buyer has  failed to cure the  default  within the  required  period,
Seller  shall be  entitled  to  exercise  all of its  rights in law by reason of
Buyer's  breach of this  Agreement.  If Buyer shall breach or threaten to breach
the provisions of Section 17.17 of this  Agreement,  Seller,  in addition to any
other  remedies it may have at law,  will be entitled  to a  restraining  order,
injunction or other similar  equitable  remedy in order to specifically  enforce
such provision of this Agreement. Seller and Buyer specifically acknowledge that
money damages  alone would be an  inadequate  remedy for the injuries and damage
which would be suffered  and incurred by Seller as a result of a breach by Buyer
of the  provisions  of  Section  17.17 of this  Agreement.  If  Seller  seeks an
injunction  hereunder,  Buyer hereby waives any requirement for the posting of a
bond or other security.  Notwithstanding  anything to the contrary  contained in
this Section 16.3, Seller shall have the right to waive any default by Buyer and
require the transactions contemplated by this Agreement to be consummated on the
Closing Date.

Section 17                Miscellaneous

                  17.1 Expenses.  Except as otherwise expressly provided in this
Agreement,  Seller  will  bear its own  expenses,  and  Buyer  will bear its own
expenses  incident to the  negotiation,  preparation  and  consummation  of this
Agreement and all other agreements  executed and delivered by it hereunder or in
connection herewith,  including all fees and expenses of its or their respective
counsel and accountants,  whether or not the transactions contemplated hereby or
thereby are consummated.  Seller shall pay the fees necessary in connection with
the transfer of the APUC licenses and any FCC fees necessary in connection  with
any  approvals  which are required to be obtained by Buyer.  Seller will pay the
FCC filing fees with respect to the transfer of the IB business radio  licenses.
Filing  fees  with  respect  to any  filing  mandated  by the  Hart-Scott-Rodino
Antitrust Improvement Act of 1976 shall be borne equally by Seller and Buyer.

                  17.2 Modification.  This Agreement (including the Exhibits and
Schedules  hereto)  sets  forth the entire  understanding  of the  parties  with
respect to the subject matter hereof,  supersedes all existing  agreements among
them  concerning  such  subject  


                                                          REGISTRATION STATEMENT
                                                                     Page II-498
<PAGE>
matter,  and may be modified only by a written  instrument duly executed by each
party hereto.

                  17.3 Attorneys' Fees. In the event of any action or suit based
upon or arising  out of any alleged  breach by any party of any  representation,
warranty,  covenant or agreement  contained in this  Agreement,  the  prevailing
party will be entitled to recover reasonable  attorneys' fees and other costs of
such action or suit from the other party.

                  17.4  Right  to   Specific   Performance.   Seller  and  Buyer
acknowledge  that the  unique  nature  of the  Assets to be  purchased  by Buyer
pursuant to this  Agreement  renders money damages an inadequate  remedy for the
breach by Seller and Buyer of their obligations under this Agreement, and Seller
and Buyer  agree  that in the event of such  breach,  Seller and Buyer will upon
proper action instituted by it, be entitled to a decree of specific  performance
of this Agreement.

                  17.5 Notice.  Any notice given  pursuant to this  Agreement to
any party hereto shall be deemed to have been duly given five (5) business  days
after being mailed by registered or certified mail, return receipt requested, or
when received if hand delivered, delivered via overnight messenger service or by
facsimile as follows:

                  If to Seller:                  Rock Associates, Inc.
                                                 135 Lake  Street  South,  Suite
                                                 265
                                                 Kirkland, WA 98033
                                                 Attention: Sam Evans
                                                 Facsimile No.: (206) 828-0226

                                                 with a copy to:

                                                 Foster Pepper & Shefelman
                                                 Suite 3400
                                                 1111 Third Avenue
                                                 Seattle, Washington  98101
                                                 Attention:  Robert Diercks
                                                 Facsimile No.:  (206) 447-9700

                  If to Buyer:                   General Communication, Inc.
                                                 2550 Denali Street
                                                 Suite 1000
                                                 Anchorage, Alaska 99503
                                                 Attention:  John M. Lowber, CFO
                                                 and Senior Vice President
                                                 Facsimile No.: (907) 265-5676



                                                          REGISTRATION STATEMENT
                                                                     Page II-499
<PAGE>
or at such other  address as either  party shall from time to time  designate by
written notice,  in the manner provided herein,  to the other party hereto.  All
references to days in this  Agreement  shall be deemed to refer to calendar days
unless otherwise specified.

                  17.6 Waiver. Any waiver must be in writing,  and any waiver by
any party of a breach of any provision of this Agreement shall not operate as or
be  construed  to be a waiver of any other  breach of that  provision  or of any
breach of any other  provision  of this  Agreement.  The  failure  of a party to
insist  upon  strict  adherence  to any  term of this  Agreement  on one or more
occasions  will not be  considered  a waiver or deprive  that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Agreement.

                  17.7  Binding  Effect;  Assignment.  The  provisions  of  this
Agreement shall be binding upon and inure to the benefit of Seller and Buyer and
their respective  successors and permitted  assigns.  Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assignable by any
party without the prior written  consent of the others,  which consent shall not
be unreasonably  withheld.  Notwithstanding  anything to the contrary  contained
herein,  Buyer may,  without  Seller's  consent,  assign  its rights  under this
Agreement to any Affiliate of Buyer.

                  17.8 No Third Party  Beneficiaries.  This  Agreement  does not
create,  and shall not be construed as creating,  any rights  enforceable by any
person not a party to this Agreement.

                  17.9 Rights Cumulative. All rights and remedies of each of the
parties under this Agreement will be cumulative, and the exercise of one or more
rights or remedies  will not  preclude the exercise of any other right or remedy
available under this Agreement or applicable law.

                  17.10  Further  Actions.  Seller  and Buyer will  execute  and
deliver  to the  other,  from  time to  time at or  after  the  Closing,  for no
additional consideration and at no additional cost to the requesting party, such
further  assignments,  certificates,  instruments,  records, or other documents,
assurances or things as may be reasonably  necessary to give full effect to this
Agreement  and to allow  each  party  fully to enjoy  and  exercise  the  rights
accorded and acquired by it under this Agreement.

                  17.11  Severability.  If any  provision  of this  Agreement is
invalid, illegal or unenforceable, the balance of this Agreement shall remain in
effect at the option of the party for whose benefit such provision was made.

                  17.12  Captions.  The Article and Section  titles used in this
Agreement are inserted as a matter of convenience  and for reference only and in
no way define,  limit,  extend or describe  the scope of this  Agreement  or the
intent of any of the provisions hereof.


                                                          REGISTRATION STATEMENT
                                                                     Page II-500
<PAGE>
                  17.13  Counterparts.  This  Agreement  may be  executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

                  17.14  Governing Law. This Agreement  shall be governed by and
construed  in  accordance  with the laws of  Alaska  without  giving  effect  to
conflict of laws.

                  17.15  Incorporation by Reference.  The Exhibits and Schedules
attached  hereto are an integral  part of this  Agreement  and are  incorporated
herein by reference.

                  17.16  Construction.  This  Agreement  has been  negotiated by
Buyer and Company and their  respective  legal  counsel,  and legal or equitable
principles  that  might  require  the  construction  of  this  Agreement  or any
provision of this  Agreement  against the party drafting this Agreement will not
apply in any construction or interpretation of this Agreement.

                  17.17  Confidentiality.  The parties will hold and cause their
partners, officers, directors,  employees,  attorneys,  investors,  accountants,
representatives,  agents, consultants, and advisors to hold in strict confidence
the  provisions of this  Agreement as well as all  information  (other than such
information  as may be publicly  available)  furnished  in  connection  with the
transactions  contemplated  by this Agreement,  except as otherwise  required by
law, and except as to disclosure to the parties' agents,  advisors and financial
institutions.  Neither party shall issue any press release or otherwise make any
public statement with respect to this Agreement or the transactions contemplated
hereby without the prior written consent of the other party, which consent shall
not be unreasonably withheld.  Notwithstanding the foregoing, Seller acknowledge
that Buyer shall issue press releases regarding the general terms and conditions
of  the  transactions   contemplated  hereby,  as  required  by  the  securities
disclosure laws, rules and regulations. Buyer shall have no obligation to obtain
Seller's  consent for such press releases,  but shall provide Seller with copies
thereof and give reasonable consideration to Seller's suggestions thereon.

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

                                       McCAW/ROCK SEWARD CABLE SYSTEM
                                       By:  Rock  Associates,  Inc.,  one of its
                                       Joint Venturers

                                       By: /s/
                                       Name:
                                       Title:



                                                          REGISTRATION STATEMENT
                                                                     Page II-501
<PAGE>


                                       By: McCaw Communications of Seward, Inc.,
                                       one of its Joint Venturers


                                       By: /s/
                                       Name:
                                       Title:


                                       GENERAL COMMUNICATION, INC.


                                       By: /s/
                                       John M. Lowber, Senior Vice President


                                                          REGISTRATION STATEMENT
                                                                     Page II-502
<PAGE>


                                    EXHIBIT A
                                  Bill of Sale


                  Pursuant to the terms of that certain Asset Purchase Agreement
between  General  Communication,  Inc., an Alaska  corporation,  and  McCaw/Rock
Seward Cable Systems,  a joint venture  ("Seller"),  dated May           , 1996,
Seller hereby  sells,  transfers and conveys title to the fixtures and equipment
and other  personal  property  listed on the  attached  Schedules  numbered  
through    ,  free and clear of all liens and  encumbrances  except those listed
thereon, to General Communication, Inc.

                  Dated                                               , 1996.


                                                 McCAW/ROCK SEWARD CABLE SYSTEMS
                                                 By: Rock Associates,  Inc., one
                                                 of its joint venturers


                                                 By
                                                 Name:
                                                 Title:





                                                          REGISTRATION STATEMENT
                                                                     Page II-503
<PAGE>


                                    EXHIBIT B
                                Escrow Agreement

                  This Escrow  Agreement  ("Agreement") is dated as of         ,
1996 and entered into among National Bank of Alaska ("Escrow Agent")  McCaw/Rock
Seward Cable System,  a joint  venture  ("Seller"),  and General  Communication,
Inc., an Alaska corporation ("GCI"). Seller and GCI are collectively referred to
in this Agreement as "Transaction  Parties." Seller and GCI are parties to Asset
Purchase Agreement dated as of May   , 1996 ("Purchase Agreement").

                  For  valuable  consideration  received,  the parties  agree as
follows:

                  1. Escrow Agent. The Transaction Parties appoint and designate
Escrow Agent as escrow agent for the purposes set forth in this  Agreement,  and
Escrow Agent accepts such appointment on the terms provided in this Agreement.

                  2. Deposits with Escrow Agent. Escrow Agent will establish and
maintain an escrow account  (which,  together with all funds delivered to Escrow
Agent by and on behalf of Seller or GCI and  earnings  thereon,  are referred to
collectively  as the "Escrow Fund").  Upon the execution of this Agreement,  GCI
shall  deliver  on  behalf  of Seller  to  Escrow  Agent  cash in the  amount of
Seventy-Five  Thousand and no/100 Dollars  ($75,000)  ("Seller's  Escrow Cash").
Upon  execution  hereof,  GCI will cause delivery to Escrow Agent of cash in the
amount of  Seventy-Five  Thousand  and no/100  Dollars  ($75,000)  ("GCI  Escrow
Cash").  Escrow Agent will hold and disburse the Escrow Fund in accordance  with
this Agreement.

                  3.       Disbursement of Sellers' Escrow Deposit.

                           (a)  Except as  otherwise  provided  in this  Section
3(a),  Escrow  Agent  will  disburse  the  Seller's  Escrow  Cash to  Seller  on
              ,  199   [181 days after the Closing Date]  ("Escrow  Disbursement
Date").  If, prior to the Escrow  Disbursement  Date,  Escrow  Agent  receives a
certificate  signed on behalf of GCI (a "GCI Claim  Certificate") in the form of
Exhibit A with  completed  information  concerning  the  nature and amount of an
indemnification  claim by GCI under the Purchase Agreement ("GCI Claim Amount"),
Escrow  Agent will  retain in the Escrow  Fund that  amount of cash equal to the
certified GCI Claim Amount for  disbursement  in accordance with Section 3(a)(i)
or (ii) as applicable ("Retained Seller's Cash"). Escrow Agent will disburse the
remainder  of the Seller's  Escrow Cash not required to be retained  pursuant to
the preceding sentence to Seller on the Escrow Disbursement Date. If a GCI Claim
Certificate is delivered to Escrow Agent prior to the Escrow  Disbursement Date,
Escrow Agent will retain the Retained  Seller's Cash in the Escrow Fund pursuant
to this Agreement until either:


                                                          REGISTRATION STATEMENT
                                                                     Page II-504
<PAGE>
                                       (i) Escrow Agent  receives  joint written
                           instructions  signed  on  behalf  of  Seller  and GCI
                           specifying  the method for  disbursing  the  Retained
                           Seller's  Cash in which case the Escrow  Agent  shall
                           promptly  disburse  the  Retained  Seller's  Cash  in
                           accordance with such instructions; or

                                       (ii) Escrow Agent  receives  instructions
                           from Deloitte and Touche,  LLP, or an arbitrator with
                           the  American  Arbitration  Association,  pursuant to
                           Section  15.5  of  the  Purchase  Agreement,   or  an
                           official copy of a final, non-appealable order issued
                           by a court of competent  jurisdiction  specifying the
                           method for disbursement of the Retained Seller's Cash
                           in which case Escrow  Agent shall  promptly  disburse
                           Retained   Seller's  Cash  in  accordance  with  such
                           instructions.

                           (b) Notwithstanding  anything to the contrary in this
Agreement,  Escrow Agent will  disburse the Seller's  Escrow Cash in  accordance
with any joint written instructions signed by the Transaction Parties.

                           (c)  GCI  will  deliver  a  copy  of  any  GCI  Claim
Certificate to Seller contemporaneously with or before delivery of the GCI Claim
Certificate to Escrow Agent.

                  4.       Disbursement of the GCI Escrow Deposit.

                           (a)  Except as  otherwise  provided  in this  Section
4(a),  Escrow  Agent  will  disburse  the GCI  Escrow  Cash to GCI on the Escrow
Disbursement  Date.  If,  prior to the Escrow  Disbursement  Date,  Escrow Agent
receives  a  certificate   signed  on  behalf  of  Seller  (a  "Seller's   Claim
Certificate") in the form of Exhibit B with completed information concerning the
nature  and  amount of an  indemnification  claim by Seller  under the  Purchase
Agreement  ("Seller's  Claim  Amount"),  Escrow Agent shall retain in the Escrow
Fund that amount of GCI Escrow Cash as is equal to the  certified  Seller  Claim
Amount for  disbursement  ("Retained GCI Cash").  Escrow Agent will disburse the
remainder  of the GCI Escrow Cash not  required  to be retained  pursuant to the
preceding  sentence to GCI on the Escrow  Disbursement Date. If a Seller's Claim
Certificate is delivered to Escrow Agent prior to the Escrow  Disbursement Date,
Escrow Agent will retain the Retained GCI Cash,  in the Escrow Fund  pursuant to
this Agreement until either:


                                                          REGISTRATION STATEMENT
                                                                     Page II-505
<PAGE>
                                       (i) Escrow Agent  receives  joint written
                           instructions  signed  on  behalf  of  Seller  and GCI
                           specifying the method for disbursing the Retained GCI
                           Cash,  in which  case  such Cash  shall be  disbursed
                           promptly  by  Escrow  Agent in  accordance  with such
                           instructions; or

                                       (ii) Escrow Agent  receives  instructions
                           from Deloitte and Touche,  LLP, or an arbitrator with
                           the  American  Arbitration  Association,  pursuant to
                           Section  15.5  of  the  Purchase  Agreement,   or  an
                           official copy of a final, non-appealable order issued
                           by a court of competent  jurisdiction  specifying the
                           method for  disbursement of the Retained GCI Cash, in
                           which case such Cash shall be  disbursed  promptly by
                           Escrow Agent in accordance with such instructions.

                           (b) Notwithstanding  anything to the contrary in this
Agreement, Escrow Agent will disburse the GCI Escrow Cash in accordance with any
joint written instructions signed by Seller and GCI.

                           (c) Seller will deliver a copy of any Seller's  Claim
Certificate  to GCI  contemporaneously  with or before  delivery of the Seller's
Claim Certificate to Escrow Agent.

                   5.      Rights, Duties and Liabilities of Escrow Agent.

                           (a)  Escrow  Agent  will  have  no  duty  to  know or
determine the  performance or  nonperformance  of any provision of any agreement
between the  Transaction  Parties,  including,  but not limited to, the Purchase
Agreement,  which will not bind Escrow Agent in any manner. Escrow Agent assumes
no  responsibility  for the validity or  sufficiency of any document or paper or
payment deposited or called for under this Agreement, except as may be expressly
and   specifically   set  forth  in  this   Agreement,   and  the   duties   and
responsibilities  of Escrow  Agent  under this  Agreement  are  limited to those
expressly and specifically stated in this Agreement.

                           (b) Escrow  Agent will not be  personally  liable for
any act it may do or omit to do under this  Agreement as such agent while acting
in good faith and in the exercise of its own best judgment,  and any act done or
omitted by it in  accordance  with the  written  advice of its  counsel  will be
conclusive  evidence  of  such  good  faith  unless,  in  any  event,  the  same
constitutes gross negligence or willful  misconduct.  Escrow Agent will have the
right at any time to consult with its counsel upon any  


                                                          REGISTRATION STATEMENT
                                                                     Page II-506
<PAGE>
question  arising under this Agreement and will incur no liability for any delay
reasonably required to obtain the advice of counsel.

                           (c) Other  than those  notices  or demands  expressly
provided in this  Agreement,  Escrow Agent is expressly  authorized to disregard
any and all notices or demands  given by Seller or GCI, or by any other  person,
firm or corporation, excepting only orders or process of court, and Escrow Agent
is  expressly  authorized  to comply  with and obey any and all  final  process,
orders, judgments, or decrees of any court, and to the extent Escrow Agent obeys
or complies with any thereof of any court, it will not be liable to any party to
this  Agreement or to any other person,  firm or  corporation  by reason of such
compliance.

                           (d) In consideration of the acceptance of this Escrow
by Escrow Agent,  GCI agrees for it and its  successors  and assigns,  to pay to
Escrow Agent its charges,  fees and reasonable  expenses as contemplated by this
Agreement.  The escrow fees or charges will be Two  Thousand and no/100  Dollars
($2,000.00).  Such sum is intended as compensation  for Escrow Agent's  ordinary
services as contemplated  by this  Agreement.  In the event Escrow Agent renders
services not provided  for in this  Agreement,  Escrow Agent will be entitled to
receive from the  Transaction  Parties  reasonable  compensation  and reasonable
costs, if any, for such extraordinary services.

                           (e) Escrow Agent will be under no duty or  obligation
to ascertain the identity, authority or right of Seller or GCI (or their agents)
to execute or deliver  or purport to execute or deliver  this  Agreement  or any
certificates,  documents or papers or payments  deposited or called for or given
under this Agreement.

                           (f) Escrow Agent will not be liable for the outlawing
of any rights under any statute of limitations or by reason of laches in respect
of this Agreement or any documents or papers deposited with Escrow Agent.

                           (g) In the event of any dispute  among the parties to
this Agreement as to the facts or as to the validity or meaning of any provision
of this Agreement,  or any other fact or matter relating to this Agreement or to
the transactions between Seller and GCI, Escrow Agent is instructed that it will
be under no obligation to act, except in accordance with this Agreement or under
process or order of court or, if there is no such process or order, until it has
filed or caused to be filed an appropriate action  interpleading  Seller and GCI
and delivering the Escrow Fund (or the portion of the Escrow Fund in dispute) to
such court,  and Escrow Agent will  sustain no liability  for its failure to act
pending such process of court or order or interpleader of action.

                  6. Modification of Agreement. The provisions of this Agreement
may be supplemented,  altered,  amended,  modified,  or revoked by writing only,
signed by GCI and Seller and  approved  in  writing  by Escrow  Agent,  and upon
payment of all fees, costs and expenses incident thereto.


                                                          REGISTRATION STATEMENT
                                                                     Page II-507
<PAGE>
                  7.   Assignment  of  Agreement.   No   assignment,   transfer,
conveyance  or  hypothecation  of any  right,  title or  interest  in and to the
subject  matter of this  Agreement  will be binding  upon any  party,  including
Escrow Agent,  unless all fees,  costs, and expenses  incident thereto have been
paid and then only by the assent thereto by all parties in writing.

                  8.       Miscellaneous.

                           (a)  All  notices  and   communications   under  this
Agreement  will be in  writing  and will be deemed  to be duly  given if sent by
registered mail, return receipt requested,  personal delivery or telecopier,  as
follows:

To Escrow Agent:           National Bank of Alaska
                           Escrow Department
                           301 W. Northern Lights Boulevard
                           Anchorage, Alaska 99503
                           Attention: Michael Walton, Vice President
                           Telecopy: (907) 265-2139


                           To GCI at: General Communication, Inc.
                           2550 Denali Street
                           Suite 1000
                           Anchorage, Alaska 99503-2781
                           Attention:John   M.  Lowber,   CFO  and  Senior  Vice
                           President
                           Telecopy: (907) 265-5676

                           With a copy (which will not constitute notice) to:

                           Hartig, Rhodes, Norman, Mahoney & Edwards, P.C.
                           717 K Street
                           Anchorage, Alaska 99501-3397
                           Attention: Bonnie J. Stratton, Esq.
                           Telecopy: (907) 277-4352

                           To Seller at: McCaw/Rock Seward Cable System
                           135 Lake Street South, Suite 265
                           Kirkland, Washington 98033
                           Attention:Sam Evans
                           Telecopy: (206) 828-0226


                                                          REGISTRATION STATEMENT
                                                                     Page II-508
<PAGE>


                           with a copy to:

                           Foster Pepper & Shefelman
                           Suite 3400
                           1111 Third Avenue
                           Seattle, Washington 98101
                           Attention:Robert Diercks
                           Facsimile:(206)447-9700

or at such  other  address  or  telecopy  number  as any of the  above  may have
furnished to the other  parties in writing and any such notice or  communication
given in the manner  specified  in this Section 8(a) will be deemed to have been
given as of the date  received.  In the event  that  Escrow  Agent,  in its sole
discretion, determines that an emergency exists, Escrow Agent may use such other
means of communication as Escrow Agent deems advisable.

                           (b) The undertakings and agreements contained in this
Agreement  will bind and inure to the benefit of the  parties to this  Agreement
and their respective successors and permitted assigns.

                           (c) This  Agreement  may be  executed  in one or more
counterparts,  each of which will be deemed an  original.  Whenever  pursuant to
this Agreement GCI and Sellers' Agent are to deliver a jointly signed writing to
Escrow Agent or jointly advise Escrow Agent in writing, such writing may in each
and all cases are signed jointly or in counterparts and such  counterparts  will
be deemed to be one instrument.

                           (d) Escrow  Agent may resign and be  discharged  from
its duties or  obligations  under this  Agreement by giving notice in writing of
such resignation to the Transaction Parties at least thirty (30) days in advance
of such resignation (unless waived in writing by the Transaction Parties).  Such
resignation will be effective upon the appointment by the Transaction Parties of
a  successor  escrow  agent,  which will be a  federally  chartered  bank having
combined capital and surplus of at least $100,000,000.00;  provided, that if any
such  appointment of any successor  agent is not  effectuated  within 30 days of
such  written  notice,  Escrow  Agent may file an action  for  interpleader  and
deposit all funds with a court of competent jurisdiction, all as provided for in
Section  5(g).  Any such  successor  escrow agent will be appointed by a written
instrument  mutually  satisfactory to and executed by GCI, Seller,  Escrow Agent
and the successor  escrow agent.  Any successor escrow agent appointed under the
provisions  of  this  Agreement  will  have  all of  the  same  rights,  powers,
privileges,  immunities and authority  with respect to the matters  contemplated
herein as are granted herein to the original Escrow Agent.


                                                          REGISTRATION STATEMENT
                                                                     Page II-509
<PAGE>
                           (e) GCI and Seller hereby jointly and severally agree
to  indemnify  Escrow  Agent for,  and to hold it  harmless  against,  any loss,
liability or reasonable  out-of-pocket  expense  arising out of or in connection
with this  Agreement  and  carrying  out its  duties  hereunder,  including  the
reasonable  out-of-pocket  costs and  expenses of defending  itself  against any
claim of liability,  except in those cases where Escrow Agent has been guilty of
gross  negligence  or willful  misconduct  (provided,  that in no event will the
Transaction  Parties  be liable  for any  allocated  cost or  expense of persons
regularly employed by Escrow Agent).  Anything in this Agreement to the contrary
notwithstanding,  in no event will Escrow Agent be liable for special,  indirect
or  consequential  loss or damage  of any kind  whatsoever  (including,  but not
limited  to,  lost  profits),  even if  Escrow  Agent  has been  advised  of the
likelihood of such loss or damage and regardless of the form of action.

                           (h) This  Agreement will be governed by and construed
in  accordance  with  the law of the  State  of  Alaska  without  regard  to its
principles of conflicts of laws and any action brought under this Agreement will
be brought in the courts of the State of Alaska,  located in the Third  Judicial
District at Anchorage. Each party hereto irrevocably waives any objection on the
grounds of venue,  forum  non-convenience or any similar grounds and irrevocably
consents  to  service of process  by mail or in any other  manner  permitted  by
applicable law and consents to the jurisdiction of such courts.

                           (i) Except as otherwise specified herein, each of the
parties  will pay all costs and  expenses  incurred  or to be  incurred by it in
negotiating and preparing this Escrow  Agreement and in closing and carrying out
the transactions contemplated by this Escrow Agreement.

                           (j) If any legal action or  proceeding is brought for
the  enforcement  of this Escrow  Agreement,  or because of an alleged  dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Escrow  Agreement,  the  successful or prevailing  party or parties will be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.

                           The parties  have caused this  Agreement to be signed
the day and year first above written.

                                                 NATIONAL BANK OF ALASKA, N.A.



                                                 
                                                 By
                                                 Roderick  R.  Shipley,   Senior
                                                 Vice President



                                                          REGISTRATION STATEMENT
                                                                     Page II-510
<PAGE>


                                                 GCI:

                                                 GENERAL COMMUNICATION, INC.



                                                 By:
                                                 Name:
                                                 Title:

                                                 TIN:


                                                 Seller:

                                                 McCAW/ROCK SEWARD CABLE SYSTEM
                                                 By:Rock  Associates,  Inc., one
                                                 of its joint venturers



                                                 By:
                                                 Name:
                                                 Title:

                                                 TIN:

                                                          REGISTRATION STATEMENT
                                                                     Page II-511
<PAGE>



                          EXHIBIT A TO ESCROW AGREEMENT

                            FORM OF CLAIM CERTIFICATE

                  The  undersigned,  on behalf of  General  Communication,  Inc.
("GCI"), certifies as follows:

                  A. GCI and  McCaw/Rock  Seward  Cable  System  ("Seller")  are
parties to that  certain  Asset  Purchase  Agreement  dated as of May    ,  1996
("Purchase Agreement").

                  B. GCI in good faith believes that Seller has breached certain
representations,  warranties,  covenants  or  obligations  made by Seller in the
Purchase  Agreement or are  obligated  to indemnify  GCI with respect to certain
claims.  In  particular,  GCI in good faith is asserting  claims  against Seller
based on the following:

                           [reasonably   detailed   description   of  claim  and
                           reference   to  portion  of  Purchase   Agreement  in
                           question to be inserted by GCI at time of delivery of
                           Certificate].

                  C. Attached to this  Certificate  is a copy of GCI's notice to
Seller relating to the claim pursuant to the Purchase Agreement.  GCI intends to
pursue the claim with due  diligence.  GCI in good faith  believes the amount of
its claim described in its notice is $             .

                  D. GCI is  furnishing  this  Certificate  to National  Bank of
Alaska  which is  acting  as  Escrow  Agent  pursuant  to the terms of an Escrow
Agreement  dated             ,  1996 among GCI,  McCaw/Rock  Seward Cable System
("Seller") and National Bank of Alaska.  GCI has delivered or  contemporaneously
is delivering a copy of this Certificate to Seller as well.

                  This Certificate is signed this     day of      , 199   .

                                                 GENERAL COMMUNICATION, INC.

                                                 By:
                                                 Name:
                                                 Title:

                  Receipt of this  Certificate is  acknowledged  this     day of
                  , 199  .

                                                 NATIONAL BANK OF ALASKA

                                                 By:
                                                 Name:
                                                 Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-512
<PAGE>



                          EXHIBIT B TO ESCROW AGREEMENT

                            FORM OF CLAIM CERTIFICATE

                  The undersigned,  on behalf of McCaw/Rock  Seward Cable System
("Seller") certifies as follows:

                  A. Seller and General Communication,  Inc. ("GCI") are parties
to that certain Asset Purchase  Agreement  dated as of May    , 1996  ("Purchase
Agreement").

                  B.  Seller,  in good  faith,  believes  that GCI has  breached
certain representations, warranties, covenants or obligations made by GCI in the
Asset  Purchase  Agreement or is obligated to indemnify  Seller.  In particular,
Seller, in good faith, is asserting claims against GCI based on the following:

[reasonably  detailed  description of claim and reference to portion of Purchase
Agreement  in  question  to be  inserted  by  Seller  at  time  of  delivery  of
Certificate].

                  C. Attached to this  Certificate is a copy of Seller's  notice
to GCI relating to the claim pursuant to the Purchase Agreement.  Seller intends
to pursue the claim with due  diligence.  Seller,  in good faith,  believes  the
amount of the claim described in its notice is $                  .

                  D. Seller is furnishing  this  Certificate to National Bank of
Alaska  which is  acting  as  Escrow  Agent  pursuant  to the terms of an Escrow
Agreement dated            , 1996 among GCI, Seller and National Bank of Alaska.
Seller  has  delivered  or  contemporaneously  is  delivering  a  copy  of  this
Certificate to GCI as well.

                  This Certificate is signed this      day of       , 19  .

                                                 McCAW/ROCK SEWARD CABLE SYSTEM
                                                 By:Rock  Associates,  Inc., one
                                                 of its joint venturers

                                                 By:
                                                 Name:
                                                 Title:

                  Receipt of this  Certificate is acknowledged  this      day of
                , 1996.

                                                 NATIONAL BANK OF ALASKA

                                                 By:
                                                 Name:
                                                 Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-513
<PAGE>


                                    EXHIBIT C
                       Assignment and Assumption Agreement


         THIS ASSIGNMENT  ("Assignment")  is made effective as of              ,
1996, by and between  McCAW/ROCK SEWARD CABLE SYSTEM, a joint venture,  135 Lake
Street South, Kirkland, Washington 98033 ("Assignor") and GENERAL COMMUNICATION,
INC., an Alaska corporation,  2550 Denali Street, Suite 1000, Anchorage,  Alaska
99503 ("Assignee").

                                 R E C I T A L S

         A.  Assignor  is a  party  to  that  certain  contract  by and  between
Assignor,   and                                                    ("Contracting
Party"),  effective  as  of                     , 19  ("Contract"),  a true  and
complete copy of which is attached hereto as Exhibit A and incorporated herein.

         B. Pursuant to Section of the  Contract,  Assignor has the right at any
time to assign the contract upon the written approval of Contracting Party.

         C. Assignor and Assignee have entered into an Asset Purchase  Agreement
dated  May  ,  1996  (the  "Asset  Purchase  Agreement"),  whereby  Assignee  is
purchasing all of the assets of Assignor except those expressly  excluded in the
Asset Purchase Agreement.

         D.  Pursuant to the Asset  Purchase  Agreement,  Assignor has agreed to
assign and  Assignee  has agreed to assume all of  Assignor's  right,  title and
interest in and obligations under the Contract.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants contained herein, the parties agree as follows:

         1.  Assignment  and  Assumption.  Subject to the  required  approval of
Contracting  Party as provided in Section 2 below,  Assignor  hereby assigns and
transfers  to  Assignee  all of  Assignor's  right,  title and  interest  in the
Contract,  and Assignee  hereby accepts the assignment and assumes and agrees to
perform, and fully comply with, from the effective date of this Assignment, as a
direct  obligation to the  Contracting  Party,  all of the duties,  obligations,
payments,  covenants,  terms and conditions of or applicable under the Contract.
Assignee  further  undertakes to defend,  indemnify  and hold Assignor  harmless
from, and against any liability  arising under the Contract,  from and after the
date of approval of this Assignment.


                                                          REGISTRATION STATEMENT
                                                                     Page II-514
<PAGE>
         2. Approval by Contracting  Party.  Assignor agrees to act promptly and
in  good  faith  to  obtain  the  written  approval  of this  Assignment  by the
Contracting Party as required by Section of the Contract.

         3.  Assignor's  Warranty.  Except as  otherwise  provided  in the Asset
Purchase  Agreement,  Assignor  hereby warrants that as of the effective date of
this  Assignment  the  Contract is in good  standing,  with no material  claims,
lawsuits,  liens,  or defaults;  and with all required  monies,  fees, and other
payments having been timely made; and that Assignor and Contracting Party are in
substantial compliance with all Contract terms.

         4.  Successors.  This Assignment shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.

         5. Governing Law. This Assignment  shall be governed by the laws of the
State of Alaska. Venue for any action hereunder shall be in Anchorage, Alaska.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the date first written below.

                           ASSIGNOR:

                           McCAW/ROCK SEWARD CABLE SYSTEM
                           By: Rock Associates, Inc., one of its joint venturers



                           By:
                           Name:
                           Title:

                           ASSIGNEE:

                           GENERAL COMMUNICATION, INC.



                           By:
                           Name:
                           Title:



                                                          REGISTRATION STATEMENT
                                                                     Page II-515
<PAGE>


                        CONSENT TO ASSIGNMENT AND RELEASE

                  The Contracting Party hereby  acknowledges and consents to the
above  Assignment and agrees to render to Assignee the performance  formerly due
the  Assignor  under the terms of the  Contract.  The  Contracting  Party hereby
releases  Assignor from all  obligations of the Contract from and after the date
hereof  and from the date  hereof  agrees  to look  solely to  Assignee  for the
performance of the obligations under the Contract.



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

                                      By
                                      Name:
                                      Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-516
<PAGE>


                                    EXHIBIT D
                               Assignment of Lease


         THIS  ASSIGNMENT  OF  LEASE  ("Assignment")  is  made  effective  as of
            ,  1996,  by and between  McCAW/ROCK  SEWARD CABLE  SYSTEM,  a joint
venture,  135 Lake Street South,  Kirkland,  Washington 98033 ("Assignor"),  and
GENERAL  COMMUNICATION,  INC., an Alaska corporation,  2550 Denali Street, Suite
1000, Anchorage, Alaska 99503 ("Assignee").

                                 R E C I T A L S

         A.  Assignor  is the lessee  under that  certain  Lease by and  between
Assignor and                                      ("Lessor"), dated effective as
of                 ,  19   ,  ("Lease"),  a true and  complete  copy of which is
attached hereto as Exhibit A and incorporated herein; and which Lease is made of
record by a Memorandum of Lease dated               , 19   , and recorded in the
                       Recording   District   on                 ,   19    ,  in
Book       ,  at Page        , a true and complete  copy of which  memorandum is
attached hereto as Exhibit B and incorporated herein.

         B. Pursuant to Section     of the Lease,  Assignor has the right at any
time to assign the Lease upon the written approval of Lessor.

         C. Assignor and Assignee have entered into an Asset Purchase  Agreement
dated  May  ,  1996  (the  "Asset  Purchase  Agreement"),  whereby  Assignee  is
purchasing all of the assets of Assignor except those expressly  excluded in the
Asset Purchase Agreement.

         D.  Pursuant to the Asset  Purchase  Agreement,  Assignor has agreed to
assign and  Assignee  has agreed to assume all of  Assignor's  right,  title and
interest in and obligations under the Lease.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants contained herein, the parties agree as follows:

         1.  Assignment  and  Assumption.  Subject to the  required  approval of
Lessor as  provided in Section 2 below,  Assignor  hereby  assigns,  conveys and
transfers to Assignee all of Assignor's right,  title and interest in the Lease,
and Assignee  hereby  accepts the  assignment and assumes and agrees to perform,
and fully comply with, from the effective date of this  Assignment,  as a direct
obligation  to the  Lessor  under the  Lease,  all of the  duties,  obligations,
payments,  covenants,  terms and  conditions of or  applicable  under the Lease.
Assignee  further  undertakes to defend,  indemnify  and hold Assignor  harmless
from, and against any liability  arising from and after the date of the approval
of the Assignment.



                                                          REGISTRATION STATEMENT
                                                                     Page II-517
<PAGE>
         2.  Approval by Lessor.  Assignor  agrees to act  promptly  and in good
faith to  obtain  the  written  approval  of this  Assignment  by the  Lessee as
required by Section           of the Lease.

         3.  Assignor's  Warranty.  Except as  otherwise  provided  in the Asset
Purchase  Agreement,  Assignor  hereby warrants that as of the effective date of
this  Assignment  the  Lease  is in  good  standing,  with no  material  claims,
lawsuits,  liens,  or defaults;  and with all required  rents,  fees,  and other
payments  having  been  timely  made,  and  that  Assignor  and  Lessor  are  in
substantial compliance with all Lease terms.

         4.  Successors.  This Assignment shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.

         5. Recording.  The parties,  in conjunction  with the Lessor,  agree to
execute a Notice of Assignment of Lease  suitable for  recording  purposes,  the
form of which is attached hereto as Attachment 1.

         6. Governing Law. This Assignment  shall be governed by the laws of the
State of Alaska. Venue for any action hereunder shall be in Anchorage, Alaska.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the date first written below.

                                       ASSIGNOR:

                                       McCAW/ROCK SEWARD CABLE SYSTEM
                                       By:Rock  Associates,  Inc.,  one  of  its
                                       joint venturers


                                       By:
                                       Name:
                                       Title:

                                       GENERAL COMMUNICATION, INC.


                                       By:
                                       Name:
                                       Title:



                                                          REGISTRATION STATEMENT
                                                                     Page II-518
<PAGE>


                                 ACKNOWLEDGMENTS

STATE OF                               )
                                       ) ss.
COUNTY OF                              )

                  The foregoing  Assignment of Lease was acknowledged  before me
this            day  of                   ,  1996,   by                       of
McCaw/Rock  Seward Cable  System,  a joint venture of Rock  Associates,  Inc. on
behalf of the corporation as joint venture partner.




                              Notary  Public  in and  for the State of 
                              My commission expires:


STATE OF ALASKA                        )
                                       ) ss.
THIRD JUDICIAL DISTRICT                )


         The foregoing Assignment of Lease was acknowledged before me this    
day of                         ,  1996, by                          , of General
Communication,  Inc., an  Alaska corporation, on behalf of said corporation.


  
                              Notary Public in and for the State of Alaska
                              My commission expires:



                                                          REGISTRATION STATEMENT
                                                                     Page II-519
<PAGE>










                                                             
                        CONSENT TO ASSIGNMENT AND RELEASE


                                      Lessor  in  the  above-referenced   Lease,
hereby acknowledges and consents to the above assignment and agrees to render to
Assignee  the  performance  due  under the terms of said  Lease.  Lessor  hereby
releases  Assignor  from all  obligations  of the Lease  from and after the date
hereof  and from the date  hereof  agrees  to look  solely to  Assignee  for the
performance of Lessee's obligations under the Lease.


                                       LESSOR:

                                       McCAW/ROCK SEWARD CABLE SYSTEM
                                       By:Rock  Associates,  Inc.,  one  of  its
                                       joint venturers


                                       By:
                                       Name:
                                       Title:


STATE OF                               )
                                       ) ss.
COUNTY OF                              )

                  The foregoing  Assignment of Lease was acknowledged  before me
this            day  of                   ,  1996,   by                       of
McCaw/Rock  Seward Cable  System,  a joint venture of Rock  Associates,  Inc. on
behalf of the corporation as joint venture partner.




                              Notary  Public  in and  for the State of 
                              My commission expires:


                                                          REGISTRATION STATEMENT
                                                                     Page II-520
<PAGE>





                                                      RECORD THIS INSTRUMENT
                                                      IN THE 
                                                      RECORDING DISTRICT.


                                                                       
                           ATTACHMENT 1 TO EXHIBIT "D"
                          Notice of Assignment of Lease


         This  Notice of  Assignment  of Lease  ("Notice")  is made by and among
McCaw/Rock  Seward  Cable  System,  a joint  venture,  135  Lake  Street  South,
Kirkland,  Washington 98033  ("Assignor"),  and General  Communication,  Inc. an
Alaska corporation, 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503, and
is made effective this      day of             , 199  .

         1. Under an Assignment of Lease dated           ,  199  ,  Assignor has
assigned and Assignee has accepted all of Assignor's  right,  title and interest
in the Lease, a memorandum of which was recorded in the                recording
district on               , in Book    , Page    .

         2.  The  subject  property  description  is as set out on the  attached
Schedule A.

                                       McCAW/ROCK SEWARD CABLE SYSTEM
                                       By:  Rock  Associates,  Inc.,  one of its
                                       joint venturers


DATED:                                 By:
                                       Name:
                                       Title:

                                       GENERAL COMMUNICATION, INC.


DATED:                                 By:
                                       Name:
                                       Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-521
<PAGE>
                                                                         
STATE OF                               )
                                       ) ss.
COUNTY OF                              )

                  The foregoing  Assignment of Lease was acknowledged  before me
this            day  of                   ,  1996,   by                       of
McCaw/Rock  Seward Cable  System,  a joint venture of Rock  Associates,  Inc. on
behalf of the corporation as joint venture partner.




                              Notary  Public  in and  for the State of 
                              My commission expires:


STATE OF ALASKA                        )
                                       ) ss.
THIRD JUDICIAL DISTRICT                )


         The foregoing Assignment of Lease was acknowledged before me this    
day of                         ,  1996, by                          , of General
Communication,  Inc., an  Alaska corporation, on behalf of said corporation.


  
                              Notary Public in and for the State of Alaska
                              My commission expires:



AFTER RECORDING, RETURN TO:

Hartig, Rhodes, Norman,
  Mahoney & Edwards, P.C.
717 K Street
Anchorage, Alaska 99501
Attn.: Bonnie J. Stratton, Esq.
(907) 276-1592


                                                          REGISTRATION STATEMENT
                                                                     Page II-522
<PAGE>
                                      
                                    EXHIBIT E
                              Non-Compete Agreement


                                          , 1996







Gentlemen:

         Reference is made to that certain Asset Purchase  Agreement dated as of
May      , 1996, (the "Agreement") among McCaw/Rock Seward Cable System, a joint
venture ("Seller") and General  Communication,  Inc.  ("Buyer").  This letter is
being  delivered  to you  pursuant to Section 14 of the  Agreement.  Capitalized
terms used herein,  unless  otherwise  defined  herein,  shall have the meanings
ascribed to them in the Agreement.  The undersigned partner of Seller, to induce
Buyer to  perform  its  obligations  under and to  consummate  the  transactions
described in the Agreement, is providing this Non-Compete Agreement.

         The undersigned agrees that as of the date hereof,  through the Closing
Date,  and for a period of five (5) years  thereafter,  it will not, and it will
cause its key  employees  for so long as such  employees are employed by it, not
to, own, manage,  operate,  join, control, or be connected with (as an employee,
consultant,  partner,  officer,  director,  shareholder or investor,  other than
through  ownership of up to a five  percent  (5%) equity  interest in a publicly
traded  entity),  any business  competing  with Seller in the  provision of CATV
services related to  distribution,  by means of cable,  microwave,  fiber optic,
satellite  receivers,  or broadcasts,  both  terrestrial  and spatial,  of data,
audio, and video signals,  to businesses,  residences,  multi-family  dwellings,
hotels, motels, trailers, and other users, within the Service Area.

         If the terms or provisions of this  Non-Compete  Agreement are breached
or threatened to be breached,  the undersigned,  on its own behalf and on behalf
of its Affiliates,  employees,  officers, and directors, expressly consent that,
in addition to any other remedy Buyer may have,  Buyer may apply to any court of
competent   jurisdiction   for  injunctive   relief  in  order  to  prevent  the
continuation of any existing breach or the occurrence of any threatened breach.

         If any  provision of this  Non-Compete  Agreement is  determined  to be
unreasonable  or  unenforceable,  such  provision  and  the  remainder  of  this
Non-Compete  Agreement  shall  

                                                          REGISTRATION STATEMENT
                                                                     Page II-523
<PAGE>
                , 1996
Page


not be  declared  invalid,  but rather  shall be  modified  and  enforced to the
maximum extent permitted by law.

Very truly yours,

ROCK ASSOCIATES, INC.


By:
Name:
Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-524
<PAGE>
                                                                    
                                    EXHIBIT F
                                    Guaranty


         FOR VALUE RECEIVED, and in order to induce GENERAL COMMUNICATION, INC.,
a Alaska  corporation  ("Buyer"),  to enter  into that  certain  Asset  Purchase
Agreement ("Agreement"), dated as of May    , 1996, between Buyer and McCAW/ROCK
SEWARD CABLE SYSTEM, a joint venture ("Seller"),  and to induce Buyer to perform
its  obligations  under and to  consummate  the  transactions  described  in the
Agreement the undersigned ("Guarantor"), agrees as follows:

                  1.  Definitions.   Capitalized   terms  used  herein,   unless
otherwise  defined  herein,  shall  have the  meanings  ascribed  to them in the
Agreement.

                  2.  Representations  and  Warranties of  Guarantor.  Guarantor
represents and warrants to Buyer that this Guaranty is Guarantor's legal, valid,
and binding  obligation,  enforceable  against  Guarantor in accordance with its
terms.

                  3. Guaranty.  Guarantor,  severally,  and not jointly,  hereby
absolutely,  irrevocably and unconditionally,  subject to the provisions herein,
guarantees  the full and prompt payment when due of any and all monies which may
become  due and  payable  at any time (1) as a result of  breaches  of  Seller's
representations,  warranties and covenants under the Agreement,  or (2) under or
pursuant  to  indemnification  provisions  therein  ("Obligations").   Guarantor
further  agrees  that the  following  terms and  conditions  shall apply to this
Guaranty:

                           (a)  This  Guaranty  is in all  respects  continuing,
absolute and unconditional.

                           (b) This  Guaranty is a guaranty of payment when due,
and not of collection.

                           (c) Buyer may,  from time to time,  at  Buyer's  sole
discretion  and without  notice to  Guarantor,  take any or all of the following
actions:

                                       (i) Obtain or accept a security  interest
in any property of Seller to secure payment of any or all of the Obligations;

                                       (ii)  Obtain  the  primary  or  secondary
obligation  of any third party in addition to  Guarantor  with respect to any or
all of the Obligations;

                                       (iii)  Release,  compromise or extend any
of the  Obligations  or any  obligation  of any nature of any other obligor with
respect to any of the Obligations;


                                                          REGISTRATION STATEMENT
                                                                     Page II-525
<PAGE>
                                       (iv)  Release,  compromise  or extend any
obligation of Guarantor hereunder; and

                                       (v) Release any security  interest in, or
surrender,  release, or permit any substitution or exchange for, all or any part
of any property securing any of the Obligations or any obligation hereunder,  or
release,  compromise,  extend,  alter, or modify any obligation of any nature of
any obligor with respect to any such property.

                           (d) As between Buyer and  Guarantor,  Buyer may apply
any amounts it receives from any source for any Obligation  (arising by whatever
means) toward the payment of any Obligation then due and payable,  in such order
of  application  as  Buyer  may from  time to time  elect.  Notwithstanding  any
performance or payments made by or for the account of Guarantor pursuant to this
Guaranty,  Guarantor  will not be  subrogated to any rights of Buyer until Buyer
shall have received full  performance  and payment of all of the Obligations and
Guarantor's  performance  of all  obligations  hereunder.  Without  limiting the
generality of the foregoing,  Guarantor agrees and acknowledges that if Buyer is
required at any time to return all or any part of any  payment  applied by Buyer
to the  payment  of the  Obligations  or any costs or  expenses  covered by this
Guaranty,   whether   by  virtue  of   Seller's   insolvency,   bankruptcy,   or
reorganization  or otherwise,  the Obligations to which the returned payment was
applied shall be deemed to have  continued in existence and this Guaranty  shall
continue to be  effective  or to be  reinstated,  as the case may be, as to such
Obligations, as though such payment had not been received and Buyer had not made
such application.

                           (e)         Guarantor hereby expressly waives:

                                       (i) Notice of Buyer's  acceptance of this
Guaranty;

                                       (ii)  Presentment,   demand,   notice  of
dishonor, protest, and all other notices whatsoever; and

                                       (iii) All  diligence in  collection of or
realization  upon any payments on, or  assurance of  performance  of, any of the
Obligations or any obligation hereunder,  or in collection on, realization upon,
or protection of any security for, or guaranty of, any of the Obligations or any
obligation hereunder.

                           (f) Provided that, notwithstanding anything set forth
above, the guaranty of Guarantor and Guarantor's  obligations hereunder shall be
limited  to an  amount:  (a) which does not  exceed  such  Guarantor's  pro rata
portion of such liability or liabilities  based upon a percentage  determined by
dividing  the value of the  consideration  actually  received by such  Guarantor
pursuant  to the  Agreement  by the  aggregate  value  of all the  consideration
actually received by all Guarantors  pursuant to the Agreement  (including value
received by any Guarantor  released or waived pursuant to the above 


                                                          REGISTRATION STATEMENT
                                                                     Page II-526
<PAGE>
provisions),  and (b) which does not  exceed,  in the  aggregate,  the amount of
consideration received by such Guarantor pursuant to the Agreement.

                  4. Notices. All notices and communications under this Guaranty
shall be in writing  and shall be deemed to have been duly given when  delivered
by  messenger,   by  overnight  delivery  service,   or  by  facsimile  (receipt
confirmed),  or mailed by first class certified mail, return receipt  requested;
if to  Guarantor  addressed  to                        ,                       ,
Attention:                 ;  and if to Buyer,  addressed to Buyer's address set
forth in the Agreement;  or in each case to such other address  respectively  as
the party shall have specified by notice to the other.

                  5. Integration,  Assignment, Modification, Payment of Expenses
and  Construction.  This Guaranty  constitutes the entire agreement  between the
parties  with  respect to the subject  matter  hereof and  supersedes  any prior
written or oral agreements between Guarantor and Buyer. Guarantor may not assign
this Guaranty without Buyer's prior written  consent.  Subject to the foregoing,
this Guaranty will inure to Buyer's benefit, and be binding upon Guarantor,  and
their  respective  successors  and  assigns.  This  Guaranty  may be  amended or
modified only by a writing  signed by Guarantor  and Buyer.  Buyer and Guarantor
shall each pay its own costs and expenses in connection with the negotiation and
execution  of this  Guaranty.  Guarantor  agrees to pay all of Buyer's  expenses
(including,  without limitation, costs and expenses of litigation and reasonable
attorneys' fees) in enforcing or endeavoring to realize upon this Guaranty or in
endeavoring  to collect any amount payable under this Guaranty which is not paid
when due. The  unenforceability  or invalidity of any provision of this Guaranty
shall not affect the validity of the remainder of this Guaranty.

                  6.  Waiver.  The  failure  of  Buyer  to  insist  upon  strict
performance of any of the terms,  conditions,  agreements,  or covenants in this
Guaranty  in any one or more  instances  shall  not be  deemed to be a waiver by
Buyer  of its  rights  to  enforce  thereafter  any of such  terms,  conditions,
agreements,  or covenants.  Any waiver by Buyer of any of the terms, conditions,
agreements, or covenants in this Guaranty must be in writing signed by Buyer.

                  7.  Applicable  Law.  This  Guaranty  will be governed by, and
construed and interpreted in accordance  with, the internal laws of the State of
Alaska,  without regard to the conflicts of laws rules of such state.  Venue for
any action shall be at Anchorage, Alaska.

                  8.  Section  Headings.  The  section  headings  used  in  this
Guaranty  are for the  convenience  of Buyer  and  Guarantor  only and shall not
affect the construction or interpretation of the provisions of this Guaranty.



                                                          REGISTRATION STATEMENT
                                                                     Page II-527
<PAGE>
                  IN WITNESS  WHEREOF,  Guarantor has caused this Guaranty to be
executed as of                   , 1996.





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

                                       By:
                                       Name:
                                       Title:


                                                          REGISTRATION STATEMENT
                                                                     Page II-528
<PAGE>


                                    EXHIBIT G
                              Letter to Programmers




                                     [DATE]




To:      Programmer from


Dear         :

                  The purpose of this  letter is to inform you of the  impending
sale of systems  now owned by  McCaw/Rock  Seward  Cable  System  ("Seller")  to
General   Communication,   Inc.  ("GCI").  GCI  will  not  assume  the  Seller's
programming  contract  currently in place to serve the systems  described in the
Asset Purchase  Agreement dated May    , 1996,  between GCI and Seller.  This is
not a notice deleting your programming from these systems; GCI or its agent will
contact you about continuation of coverage of your service.

                                Very truly yours,






                                                          REGISTRATION STATEMENT
                                                                     Page II-529
<PAGE>


                                    EXHIBIT H
                                    Affidavit



STATE OF                               )
                              ) ss.
COUNTY OF                              )


         This Affidavit is delivered  pursuant to the Asset  Purchase  Agreement
dated as of May    ,  1996,  between  McCaw/Rock  Seward Cable  System,  a joint
venture  ("Seller")  and  General  Communication,  Inc.,  an Alaska  corporation
("Buyer").  Section 1445 of the United States Internal  Revenue Code of 1986, as
amended  ("IRC"),  provides  that a transferee  of a United States real property
interest  must  withhold  tax  if  the  transferor  is  a  foreign  person.  The
undersigned,  being the duly elected                    of Seller and being duly
sworn, certifies and agrees on behalf of Seller as follows:

         1.  Seller  is  not a  foreign  person,  foreign  corporation,  foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
IRC and the regulations promulgated thereunder).

         2. Seller's U.S. taxpayer identification number is                .

         3. Seller  understands that this  certification may be disclosed to the
Internal Revenue Service.

         4.  Seller  hereby  agrees to  indemnify  and hold  harmless  Buyer and
Buyer's  partners  and agents of, from and against any and all loss,  liability,
interest,  penalties, costs, damages, claims or causes of action which may arise
or be  incurred  by Buyer or  Buyer's  agents by reason  of any  failure  of any
representation  or warranty made in this Affidavit to be true and correct in all
respects, including but not limited to any liability for failure to withhold any
amount required under IRC section 1445.

         Dated this        day of                     , 1996.



                                                          REGISTRATION STATEMENT
                                                                     Page II-530
<PAGE>


                           SELLER:

                           McCAW/ROCK SEWARD CABLE SYSTEM
                           By: Rock Associates, Inc., one of its joint venturers


                           By:
                           Name:
                           Title:



STATE OF                               )
                                       ) ss.
COUNTY OF                              )


         SUBSCRIBED AND SWORN to before me this       day of           , 1996 by
                          ,  on  behalf  of  Rock  Associates,  Inc.  as a joint
venture partner of McCaw/Rock Seward Cable System, a joint venture.



                                Notary  Public in and for the State of 
                                My commission expires:


                                                          REGISTRATION STATEMENT
                                                                     Page II-531