<PAGE>

                               AMENDMENT NO. 1 TO
                                OPTION AGREEMENT

     This Amendment to Option Agreement ("Amendment") is made this 10th day of
February, 2000, by and between JONES INTERNATIONAL NETWORKS, LTD., a Colorado
corporation (the "Company") and JEFFREY C. WAYNE ("Optionee").


     WHEREAS, the Company and Optionee have entered into that certain Option
Agreement dated as of October 12, 1999 (the "Agreement"), whereby an option to
purchase 100,000 shares of Class A Common Stock of the Company (the "Option")
was granted to Optionee. The Option reflects the 5-for-4 forward stock split
that was effected on January 28, 2000. Defined terms used herein shall have the
same meaning as set forth in the Agreement except as expressly provided for
herein.

     NOW, THEREFORE, in accordance with the foregoing and the terms and
provisions hereof, the parties agree to amend the Agreement as follows:

     Paragraph 4 of the Agreement shall be amended by striking out and
eliminating the existing text thereof in its entirety and substituting the
following in its place:

     "4. DATES OF EXERCISE.

     (a) The Option may be exercised by the Optionee to purchase the total
number of shares specified in Paragraph 1 at the dates and in the percentages
determined under the following schedule:

<TABLE>
<CAPTION>
                                                    Percentage of
                                                    Option Shares
                                                     Purchasable
                       Date of Exercise             (Cumulative)
                       ----------------             -------------
<S>                                                  <C>
             First Anniversary of Date of Grant          25%
             Second Anniversary of Date of Grant         25%
             Third Anniversary of Date of Grant          25%
             Fourth Anniversary of Date of Grant         25%
</TABLE>

<PAGE>

The Optionee need not exercise any part of the Option when it becomes
exercisable, but may accrue the percentage increments described above and
exercise them in any later period, prior to expiration of the Option.

     (b) If the Company is sold, or all or substantially all of its assets are
sold, or if it is merged with or into another company and the Company, or a
company controlled by Mr. Glenn R. Jones, is not the buyer or surviving
corporation, any unvested portions of the Option shall vest at the closing of
said sale or merger, unless Optionee is retained in a job substantially the same
as the one he had prior to the transaction with at least the same level of
compensation; provided further that the new work location is no further than 30
miles from the current Englewood office location.

     (c) If a sale or merger (as the case may be) that is described in 4(b)
above, is cancelled, revoked or terminated, then the purchase by the Optionee of
any shares of Class A Common Stock for which the Option would not have otherwise
been exercisable at the time of said event, but for the operation of
subparagraph 4(b), shall be rescinded. Upon such rescission, the shares and the
payment therefore shall be returned by the parties."

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.


                                    JONES INTERNATIONAL NETWORKS, LTD.


                                    By:   /s/ Glenn R. Jones
                                         ----------------------------
                                           Glenn R. Jones
                                           Chairman

                                          /s/ Jeffrey C. Wayne
                                    ---------------------------------
                                             Jeffrey C. Wayne
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