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                                                                   EXHIBIT 10.10

                              TERMINATION AGREEMENT


                  TERMINATION AGREEMENT (this "Agreement"), dated as of January
15, 2001, among Classic Communications, Inc., a Delaware corporation, (the
"Company") and Ronald W. Martin ("Martin").

                  WHEREAS, the Company and Martin have previously entered in
that certain Employment Agreement, dated as of July 28,1999 (the "Employment
Agreement");

                  WHEREAS, it is mutually in the best interest of Martin and the
Company to terminate the Employment Agreement;

                  WHEREAS, the parties desire to enter into this Agreement
setting forth the terms and conditions of the termination of the employment of
Martin with the Company.

                  NOW THEREFORE, in order to effect the foregoing, in
consideration of the premises and the respective covenants and agreements of the
parties herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:

                  1. TERMINATION OF EMPLOYMENT AGREEMENT

                           (a) Effective as January 15, 2001 (the "Effective
Date"), the Employment Agreement shall be terminated and the Company and Martin
shall have no further rights and/or obligations under the Employment Agreement.

                           (b) During the period commencing January 16, 2001 and
ending January 15, 2002 (the Payment Period"), Martin shall be entitled to
receive, as consideration for and in full satisfaction of the termination of the
Employment Agreement (i) twenty-six (26) bi-weekly payments of $6,730.77; (ii)
health insurance and matching 401(k) contributions consistent with past
practice.

                           (c) Upon the Effective Date, Martin shall receive (i)
all of the Company's interest in the company automobile and laptop computer
currently used by Martin; (ii) any unused earned vacation; and (iii) a
performance bonus for 2000.


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                           (d) For purposes of Section 7 of the Non-Qualified
Stock Option Agreement dated August 25,1999 between Martin and the Company and
the Incentive Stock Option Agreement dated August 24, 2000 between Martin and
the Company ("Option Agreements"), Martin's termination date will be January 15,
2003. In addition, Section 7 of the Option Agreements shall be amended to extend
the exercise period to run concurrent with the option term of the Option
Agreements.

                           (e) The non-competition provisions of Section 11 of
the Employment Agreement shall terminate on the Effective Date.

                           (f) Martin shall retain use of Company's voice mail
and email until June 30, 2001.

                  2. WAIVER AND RELEASE.

                           (a) In consideration of the promises and benefits
outlined herein, Martin, on behalf of his heirs, executors, administrators, and
assigns and agents hereby knowingly and voluntarily releases, acquits and
forever discharges the Company and any past, present and future affiliates,
officers, directors, employees, agents, legal representatives, successors,
assigns and shareholders from and against any and all claims and causes of
action arising out of (i) Martin's employment by the Company or termination
therefrom, (ii) the Employment Agreement (including, without limitation, any
accrued and unpaid vacation time), (iii) any discrimination claim whether or not
arising under any local, state or federal law or regulation, public policy or
common law (including, without limitation, the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act and the Older Workers Benefit Protection Act), and (iv) any state, federal
or local statute, regulation, public policy, contract or tort principle in any
way governing or regulating Martin's employment or the termination thereof,
including claims under the Texas Employment Discrimination Law, the Texas
Commission on Human Rights Act, Labor Code Section 21.001, et. Seq., and the
Texas Disability Discrimination Law, whether known or unknown, which could have
been brought up to and including the date hereof, including but not limited to,
any and all claims for damages, attorney's fees and equitable relief which have
been asserted, or could have been asserted; provided, however, that, that this
release shall not apply to any claim relating to Martin's enforcement of the
matters described in this Agreement.

                           (b) In consideration of the promises and benefits
outlined herein, the Company, on behalf of itself and its officers, directors,
subsidiaries, affiliates, assigns and agents hereby knowingly and voluntarily
releases, acquits and



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forever discharges Martin and his heirs, executors, administrators, agents,
legal representatives, successors and assigns from and against any and all
claims and causes of action arising out of (i) Martin's employment by the
Company or Martin's performance of his duties as an officer, employee or
shareholder in the Company or its subsidiaries or affiliates, (ii) the
Employment Agreement, or (iii) any claim arising out of, in connection with or
related to, in any way, any action taken by Martin in his capacity of officer,
employee, shareholder or authorized representative of the Company or its
subsidiaries or affiliates, whether known or unknown, which could have been
brought up to and including the date hereof, including, but not limited to, any
and all claims for damages, attorney's fees and equitable relief which have been
asserted, or could have been asserted; provided, however, that this release
shall not apply to any claim relating to or arising out of (i) actions or
omissions by Martin which are fraudulent or which result from willful misconduct
or (ii) the Company's enforcement of the matters described in this Agreement.

                           (c) Martin acknowledges that the Company has advised
him to consult with an attorney of his choosing prior to signing this Agreement
and that he have twenty-one (21) days during which to consider the provisions of
this Agreement, although he may sign and return it sooner. Martin further
acknowledges that he has been advised by the Company that he has the right to
revoke this Agreement for a period of seven (7) days after signing it and that
this Agreement shall not become effective or enforceable until such seven (7)
days revocation period has expired. Martin acknowledges and agrees that, if he
wishes to revoke this Agreement, he must do so in writing, signed by him and
received by the Company at its headquarters no later than 5:00 p.m. Central
Standard Time on the seventh (7th) day after Martin has signed the Agreement.
Martin acknowledges and agrees that, in the event that he revokes this
Agreement, he shall have no right to receive any payment hereunder. Martin
further acknowledges and agrees that he would not receive the enhanced payments
in Section 1 hereof of this Agreement except for his signing of this Agreement
and his fulfillment of his promises set forth in this Agreement. Martin
understands and agrees that the Company is under no obligation to offer such
payment or consent to the release set forth in Section 2 (b) of this Agreement
and that Martin is under no obligation to consent to the release set forth in
Section 2 (a) of this Agreement. Martin represents that he has read this
Agreement and understands its terms and that he has entered into this Agreement
freely, voluntarily, and without coercion.


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                  3. NON-DISPARAGEMENT.

                           (a) Martin agrees that he will not intentionally make
any derogatory or disparaging statements about the Company or its past, present
and future affiliates, officers and employees that may adversely affect their
current or potential business reputation.

                           (b) The Company agrees that it will not intentionally
make any derogatory or disparaging statement with regard to Martin or Martin's
employment with the Company or the termination of Martin's employment that may
adversely affect his current or potential business or personal reputation.

                  4. SUCCESSOR.

                  This agreement and all rights of Martin hereunder shall inure
to the benefit of and be enforceable by Martin's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If Martin should die while any amounts would still be
payable or benefits would still be provided to him and/or his family pursuant to
Section 1 hereunder if he had continued to live, all such amounts and benefits,
unless otherwise provided herein, shall be paid or provided in accordance with
the terms of this Agreement to Martin's devisees, legatees, or other designees
or, if there be no such designee, to Martin's estate.

                  5. NOTICE.

                  For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certificate or registered mail, return
receipt requested, postage prepaid, addressed as follows:

                  If to Martin:

                  1880 Holcomb Circle
                  Tyler, Texas 75703



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                  If to Company:

                  Classic Communications, Inc.
                  6151 Paluxy Road
                  Tyler, Texas 75703
                  Attn: Dale Bennett

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

                  6. MODIFICATION OF AGREEMENT; GOVERNING LAW.

                  No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by Martin. No waiver by either party hereto at any time of any breach
by the other party hereto or, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Texas without regard to its conflict of law
principles.

                  7. VALIDITY.

                  The validity or enforceability of any provision or provisions
of this Agreement shall not be affected by the invalidity or unenforceability of
any other provision of this Agreement, and such valid and enforceable provisions
shall remain in full force and effect.

                  8. ENTIRE AGREEMENT.

                  This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto


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which are related to the subject matter of the Employment Agreement or the
termination thereof.

                  IN WITNESS WHEREOF, each of the parties has executed this
Agreement as of the date and year first written above.


                           CLASSIC COMMUNICATIONS, INC.



                           By:/s/ Dale Bennett
                              --------------------------------------------
                              Name:  Dale Bennett
                              Title: President and Chief Operating Officer



                           /s/ Ronald W. Martin
                           -----------------------------------------------
                           Ronald W. Martin


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