<PAGE>   1


                          PURCHASE AND SALE AGREEMENT

                                  BY AND AMONG


                           CABLE TV FUND 11-B, LTD.,
                                   as Seller

                             JONES INTERCABLE, INC.

                                      AND

                       GLOBAL ACQUISITION PARTNERS, L.P.
                                    as Buyer
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                               TABLE OF CONTENTS

<TABLE>
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1.     PURCHASE AND SALE OF ASSETS  . . . . . . . . . . . . . . . . . . . . 1

       1.01    Transfer of Assets . . . . . . . . . . . . . . . . . . . . . 1
       1.02    Assumed Liabilities  . . . . . . . . . . . . . . . . . . . . 2
       1.03    Excluded Assets  . . . . . . . . . . . . . . . . . . . . . . 3

2.     CLOSING DATE; PURCHASE PRICE, PAYMENT AND ADJUSTMENTS  . . . . . . . 5

       2.01   Closing; Date Location  . . . . . . . . . . . . . . . . . . . 5
       2.02   Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . 5
       2.03   Payment of the Purchase Price . . . . . . . . . . . . . . . . 5
       2.04   Allocation of Purchase Price  . . . . . . . . . . . . . . . . 5
       2.05   Adjustments to the Purchase Price; Prorations . . . . . . . . 6
       2.06   Non-Competition Agreements  . . . . . . . . . . . . . . . . . 8

3.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER  . . . . . . . . 9

       3.01   Partnership Standing  . . . . . . . . . . . . . . . . . . . . 9
       3.02   Authorization . . . . . . . . . . . . . . . . . . . . . . . . 9
       3.03   Financial Statements  . . . . . . . . . . . . . . . . . . .  10
       3.04   Title to Assets . . . . . . . . . . . . . . . . . . . . . .  10
       3.05   The Acquired Systems  . . . . . . . . . . . . . . . . . . .  10
       3.06   Franchises  . . . . . . . . . . . . . . . . . . . . . . . .  14
       3.07   Pole Attachment Agreements  . . . . . . . . . . . . . . . .  15
       3.08   Head-end Sites and Office Locations . . . . . . . . . . . .  16
       3.09   Other Contracts and Leases  . . . . . . . . . . . . . . . .  17
       3.10   Agreements with Employees . . . . . . . . . . . . . . . . .  17
       3.11   Litigation or Judgments . . . . . . . . . . . . . . . . . .  17
       3.12   Tax Returns and Payments  . . . . . . . . . . . . . . . . .  18
       3.13   Compliance with Laws  . . . . . . . . . . . . . . . . . . .  18
       3.14   Adverse Developments  . . . . . . . . . . . . . . . . . . .  18
       3.15   Condition of Assets to be Acquired and Insurance  . . . . .  18
       3.16   Patents, Trademarks and Copyrights  . . . . . . . . . . . .  19
       3.17   Labor Relations . . . . . . . . . . . . . . . . . . . . . .  19
       3.18   Restoration . . . . . . . . . . . . . . . . . . . . . . . .  19
       3.19   Bulk Sales Compliance . . . . . . . . . . . . . . . . . . .  20
       3.20   Right of First Refusal  . . . . . . . . . . . . . . . . . .  20
       3.21   Environmental Matters . . . . . . . . . . . . . . . . . . .  20
       3.22   HSR Act Filing  . . . . . . . . . . . . . . . . . . . . . .  20
       3.23   Disclosure  . . . . . . . . . . . . . . . . . . . . . . . .  21
</TABLE>




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                         TABLE OF CONTENTS (Continued)

<TABLE>
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4.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER . . . . . . . .  21

       4.01   Status, Power and Authority . . . . . . . . . . . . . . . .  21
       4.02   Authorization of Agreement  . . . . . . . . . . . . . . . .  21
       4.03   Litigation  . . . . . . . . . . . . . . . . . . . . . . . .  22
       4.04   HSR Act Filing  . . . . . . . . . . . . . . . . . . . . . .  22
       4.05   Consummation of Agreement . . . . . . . . . . . . . . . . .  22

5.     CONDUCT OF BUSINESS OF ACQUIRED SYSTEMS PENDING CLOSING AND
       ADDITIONAL COVENANTS OF SELLER . . . . . . . . . . . . . . . . . .  22

       5.01   Maintenance of Business . . . . . . . . . . . . . . . . . .  22
       5.02   Insurance . . . . . . . . . . . . . . . . . . . . . . . . .  23
       5.03   Organization  . . . . . . . . . . . . . . . . . . . . . . .  24
       5.04   Access for Investigation  . . . . . . . . . . . . . . . . .  24
       5.05   Notice  . . . . . . . . . . . . . . . . . . . . . . . . . .  24
       5.06   Consummation of Agreement . . . . . . . . . . . . . . . . .  24
       5.07   Cooperation with Buyer  . . . . . . . . . . . . . . . . . .  24
       5.08   Accounts List . . . . . . . . . . . . . . . . . . . . . . .  25
       5.09   FCC Approval  . . . . . . . . . . . . . . . . . . . . . . .  25
       5.10   Certificates  . . . . . . . . . . . . . . . . . . . . . . .  25
       5.11   Third-Party Consents  . . . . . . . . . . . . . . . . . . .  25
       5.12   Approval of Franchise Authorities . . . . . . . . . . . . .  25
       5.13   FCC and Other Regulatory Compliance . . . . . . . . . . . .  26
       5.14   Approval of Lessors . . . . . . . . . . . . . . . . . . . .  26
       5.15   Employees . . . . . . . . . . . . . . . . . . . . . . . . .  26
       5.16   Transitional Billing Services . . . . . . . . . . . . . . .  27
       5.17   Financial Statements  . . . . . . . . . . . . . . . . . . .  27

6.     CONDITIONS TO CLOSING - BUYER  . . . . . . . . . . . . . . . . . .  27

       6.01   Conditions to Obligations of Buyer  . . . . . . . . . . . .  27

7.     CONDITIONS TO CLOSING - SELLER . . . . . . . . . . . . . . . . . .  29

       7.01   Conditions to Obligations of Seller . . . . . . . . . . . .  29

8.     CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

       8.01   Action to be Taken at and after Closing . . . . . . . . . .  31

9.     REAL ESTATE PRORATION AND ADJUSTMENT ITEMS . . . . . . . . . . . .  32

10.    DAMAGE TO PROPERTY AND RISK OF LOSS. . . . . . . . . . . . . . . .  32
</TABLE>




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                         TABLE OF CONTENTS (Continued)

<TABLE>
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11.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION  . . .  33

       11.01  Survival of Representations and Warranties  . . . . . . . .  33
       11.02  Indemnification . . . . . . . . . . . . . . . . . . . . . .  33
       11.03  Indemnification with Respect to Third-Party Claims  . . . .  34

12.    TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

       12.01  Termination by Mutual Agreement . . . . . . . . . . . . . .  37
       12.02  Buyer's Default . . . . . . . . . . . . . . . . . . . . . .  38
       12.03  Seller's Default  . . . . . . . . . . . . . . . . . . . . .  38
       12.04  Termination by Buyer or Seller  . . . . . . . . . . . . . .  38

13.    NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

14.    BROKERAGE COMMISSION . . . . . . . . . . . . . . . . . . . . . . .  40

15.    LAWS GOVERNING . . . . . . . . . . . . . . . . . . . . . . . . . .  40

       15.01  Laws Governing  . . . . . . . . . . . . . . . . . . . . . .  40
       15.02  Consent to Jurisdiction . . . . . . . . . . . . . . . . . .  40

16.    MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . .  40

       16.01  Counterparts; Telecopy  . . . . . . . . . . . . . . . . . .  40
       16.02  Assignment  . . . . . . . . . . . . . . . . . . . . . . . .  41
       16.03  Entire Agreement  . . . . . . . . . . . . . . . . . . . . .  41
       16.04  Interpretation  . . . . . . . . . . . . . . . . . . . . . .  41
       16.05  Expenses  . . . . . . . . . . . . . . . . . . . . . . . . .  41
       16.06  Confidentiality . . . . . . . . . . . . . . . . . . . . . .  42
       16.07  Public Announcements  . . . . . . . . . . . . . . . . . . .  42
       16.08  Waivers . . . . . . . . . . . . . . . . . . . . . . . . . .  42
       16.09  Partial Invalidity  . . . . . . . . . . . . . . . . . . . .  43
       16.10  Incorporation by Reference  . . . . . . . . . . . . . . . .  43
       16.11  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . .  43
</TABLE>




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<PAGE>   5



                        INDEX OF SCHEDULES AND EXHIBITS



Schedules

  1.03               Excluded Assets
  3.02               Consents
  3.03               Financial Statements
  3.04               Liens and Encumbrances
  3.05               The Acquired Systems
  3.06               Franchises
  3.07               Pole Attachment Agreements
  3.08               Real Property
  3.09               Other Contracts and Leases
  3.10               Agreements with Employees
  3.12               Tax Returns and Payments
  3.15               Condition of Assets and Insurance
  3.17               Labor Relations
  3.20               Rights of First Refusal
  3.21               Environmental Matters





Exhibits

   A                 Non-Competition Agreement
   B                 Opinion of Seller's Counsel
   C                 Opinion of Seller's FCC Counsel
   D                 Opinion of Buyer's Counsel
   E                 Letter of Credit





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                                   AGREEMENT

         THIS AGREEMENT, made this 6th day of October, 1995, by and among
CABLE TV FUND 11-B, LTD., a Colorado limited partnership ("Seller"), GLOBAL
ACQUISITION PARTNERS, L.P., a Delaware limited partnership ("Buyer") and,
solely with respect to its obligations in Section 11 hereof, Jones Intercable,
Inc. ("Jones").

                                    RECITALS

         WHEREAS, Seller owns and operates cable television ("CATV") systems
serving the Village of Barker, Town of Clarence, Town of Elma, Town of
Lancaster, Village of Lancaster, City and Town of Lockport, Town of Newfane,
Town and Village of Orchard Park, and Town of Somerset, all in the State of New
York (the "Acquired Systems"); and

         WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, on the terms and conditions hereinafter set forth, all of the
assets of Seller used by, or useful to, Seller in connection with the operation
of the Acquired Systems, except the Excluded Assets (as defined in Section
1.03); and

         WHEREAS, Jones is the general partner of Seller.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth and each act done pursuant hereto, the parties
hereto, intending to be legally bound, do represent, warrant, covenant and
agree as follows:

1.   PURCHASE AND SALE OF ASSETS.

         1.01    Transfer of Assets.

         On the Closing Date, as defined in Section 2.01, Seller shall sell,
convey, transfer and assign to Buyer, and Buyer shall purchase from Seller, all
of the assets of Seller of every kind and character, real, personal, tangible,
intangible or mixed, used by, or useful to, Seller in connection with the
operation of, the Acquired Systems in existence on the Closing Date (the
"Assets to be Acquired"), which shall include, but not be limited to, the
following:

                 (a)      All items of tangible personal property owned or
leased and used by Seller in connection with the operation of the Acquired
Systems, including all equipment associated with receiving and distributing
signals at the head-end sites, and all other antennas and down leads and all
electronic equipment, head-end amplifiers and associated equipment, line
amplifiers, aerial and underground trunk and feeder line cable, distribution
plant, programming

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<PAGE>   7
signal decoders for each satellite service which scrambles its signal,
converters, housedrops, including disconnected housedrops, installed subscriber
devices, utility poles, local origination equipment (wherever located), test
equipment, machinery, spare equipment and parts inventory, housedrop equipment
inventory, system design and engineering maps and drawings, supplies, vehicles
and trailers (to be transferred under fee title and not under lease),
furnishings and other personal property of any nature, and all leasehold and
rights-of-way in real property, buildings and improvements and
construction-in-progress, towers, fixtures, poles, vaults and pedestals.

                 (b)      All of the rights of Seller to, in and under any and
all subscription contracts with subscribers for CATV service; except as
provided in Section 1.03, all instruments and agreements for the purchase, sale
or other receipt or distribution of programming, news, data and microwave relay
signals which Buyer expressly agrees to include among the Assets to be Acquired
at Closing; and all of the Franchises (as herein defined) and any franchise
applications; all of the Pole Attachment Agreements (as herein defined) and
all retransmission consent agreements which Buyer expressly agrees to include
among the Assets to be Acquired at Closing; all variances, easements,
right-of-way agreements, licenses, registrations, copyright notices, signal
registration and other statements, construction and other permits, leases,
including leases of all head-end sites, and all other contracts or agreements
relating to the Acquired Systems.

                 (c)      All options, claims, contract rights and trade
secrets; all goodwill; all subscriber accounts receivable for all periods prior
and subsequent to Closing; subscriber lists and subscription contracts of the
Acquired Systems; and all books and records which relate to the operation of
the Acquired Systems (including, without limitation, subscriber records, vendor
records, accounting records, accounts payable records, accounts receivable
records, general ledgers and any other documents necessary to support a
regulatory filing).

         1.02    Assumed Liabilities.

         At the Closing on the Closing Date, Buyer shall assume, by instruments
of assumption reasonably satisfactory to counsel for Seller, and discharge at
the Closing or as they become due and payable, the following liabilities and
obligations of Seller and no others:

                 (a)      All obligations of the Seller arising after the
Closing Date under the Franchises, Leases and Rights-of-Way, Pole Attachment
Agreements, licenses, and any agreements, consents, permits and other
instruments relating to the Acquired Systems and in existence on the Closing
Date and entered into in the ordinary course of business to the extent included
in the Assets to be Acquired;

                 (b)      Those liabilities and obligations of Seller shown on
the June 30, 1995 balance sheets of Seller as current liabilities, part of
Schedule 3.03 attached thereto, to the extent that such liabilities are so
shown and have not been paid prior to the Closing Date, unless as of the
Closing Date, such liabilities no longer meet the definition of a current
liability in




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<PAGE>   8
accordance with generally accepted accounting principles ("GAAP"), and other
than any liabilities secured by any of the Assets to be Acquired;

                 (c)      All unpaid liabilities and obligations of the Seller
incurred in its operations in the ordinary course of business from the date of
the June 30, 1995 balance sheets to the Closing Date which would appear as
current liabilities on a balance sheet prepared in accordance with GAAP and are
identified by name and amount on a schedule to be delivered by Seller to Buyer
on the Closing Date, other than any liabilities secured by the Assets to be
Acquired; and

                 (d)      The remaining capital lease obligations of Seller
under that certain Lease Agreement dated as of March 1, 1989 between the Town
of Lancaster Industrial Development Agency and Athlete's Den Incorporated (the
"Lancaster Capital Lease Agreement"), which was assigned to and assumed by
Seller pursuant to that certain Assignment and Assumption of Lease dated July
1, 1993. As of June 30, 1995, the remaining capital lease obligations of Seller
under the Lancaster Capital Lease Agreement were $552,172.

The liabilities and obligations described in this Section 1.02 so and to the
extent to be assumed by Buyer shall be herein referred to as "Assumed
Liabilities."

         Buyer shall assume only those Assumed Liabilities specifically stated
in this Section 1.02 and no others. Without limiting the foregoing, Buyer shall
not assume or become liable for (i) any income, profits, franchise, sales, use,
occupation, property, excise, ad valorem or any other tax to which the Assets
to be Acquired are subject prior to the Closing Date or to which Seller is
subject, and Buyer shall not assume or become liable for any liability or tax
due as a result of any contest, audit or other tax proceeding involving Seller
or the Assets to be Acquired for any taxable period ending on or prior to the
Closing Date, except as otherwise provided herein, (ii) any liabilities
relating to the Excluded Assets, (iii) any liability for franchise fees, pole
attachment fees, leasehold rentals, any obligation for wages, commissions,
overtime, vacation and holiday pay, sick pay, bonuses, other employee benefits
or any pension withdrawal liability, any on-going workers' compensation
benefits for any accident arising prior to the Closing Date except for accrued
overtime, sick pay, vacation pay, holiday pay or other employee benefits
treated as a current liability under Section 2.05(a)(xii) hereof, or any
obligation under any employment agreement or employment-at-will relationship
other than obligations arising from and after the Closing Date, (iv) any
liability or obligation under any collective bargaining agreement in existence
prior to or as of the Closing Date, regardless of whether the liability or
obligation arises prior to or after the Closing Date, or (v) any liability or
obligation of Seller which is not a current liability as defined under GAAP.

         1.03    Excluded Assets.

         Notwithstanding the foregoing, it is specifically agreed that the
following assets are excluded from the Assets to be Acquired (collectively, the
"Excluded Assets"):




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<PAGE>   9
                 (a)      cash and cash equivalents on hand or in the bank
accounts of Seller;

                 (b)      the satellite programming agreements and agreements
which Seller maintains with any of its respective suppliers of programming;

                 (c)      any retransmission consents, must carry or will carry
agreements which Seller maintains (collectively, the "Broadcast Signal
Agreements"), except as otherwise agreed by Buyer pursuant to written notice to
the Seller given no later than ten (10) days prior to the Closing Date to the
effect that the agreements named in such notice are to be included among the
Assets to be Acquired at Closing with no increase in the Purchase Price
therefor (the "Acquired Broadcast Signal Agreements"); provided, however, that
Buyer may not designate as Acquired Broadcast Signal Agreements any Broadcast
Signal Agreements that relate to broadcast signals which are carried on other
Jones cable systems; and provided further that Seller shall not be required to
obtain the consents to the assignment of the Acquired Broadcast Signal
Agreements to the Buyer unless Buyer notifies Seller that they shall be
included in the Assets to be Acquired within 30 days after the date hereof;

                 (d)      all documents relating to the legal existence of the
Seller;

                 (e)      insurance policies, intercompany receivables, letters
of credit and surety bonds;

                 (f)      all claims, rights and interest in and to any refunds
for federal, state or local income or other taxes or fees of any nature
whatsoever for periods prior to the Closing Date, including, without
limitation, fees paid to the United States Copyright Office;

                 (g)      any books and records that Seller is required by law
to retain, subject to the right of Buyer to have access to and to copy for a
reasonable period, not to exceed five years from the Closing Date, and other
books and records related to internal corporate matters and financial
relationships with Seller's lenders, provided that nothing herein shall limit
Buyer's right to receive at Closing copies of all documents, books and records
necessary in connection with the operation of the Business;

                 (h)      the trademarks, trade names, service marks and all
other information and similar intangible assets relating to Seller or the
Acquired Systems;

                 (i)      contracts and agreements relating to Seller's
subscriber billing system and all equipment related thereto;

                 (j)      that certain office building located at 37 Central in
Lancaster, New York; and

                 (k)      The rights, assets and properties described on
Schedule 1.03.




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2.   CLOSING DATE: PURCHASE PRICE, PAYMENT AND ADJUSTMENTS.

         2.01    Closing Date and Location.

         The consummation of the transfer and delivery of the Assets to be
Acquired to Buyer and the receipt of the consideration therefor by Seller shall
constitute the "Closing." Unless otherwise mutually agreed to by the parties,
the Closing shall take place at 10:00 a.m., local time, at the offices of Jones
Intercable, Inc., 9697 East Mineral Avenue, Englewood, Colorado 80112. The
parties agree to close the transactions contemplated by this Agreement upon a
date designated in a Closing Notice, as herein defined, which in no event shall
be sooner than ten (10) business days after each party's receipt of such
Closing Notice, and after all of the conditions to Closing set forth in
Sections 6 and 7 have been satisfied or waived, whichever shall later occur,
which specified date and time shall constitute the "Closing Date." Either Buyer
or Seller may deliver notice in writing to the other parties hereto setting a
Closing Date in accordance with this Section 2.01 (a "Closing Notice"). The
effective date of the sale of the Acquired Systems shall be at the close of
business on the Closing Date and all prorations and allocations provided for
hereunder shall be made as of the close of business on the Closing Date, except
as otherwise agreed in writing by the parties. Notwithstanding the foregoing,
this Agreement may be terminated pursuant to Section 12 hereof if the Closing
has not occurred by September 30, 1996.

         2.02    Purchase Price.

         Buyer shall acquire and accept the Assets to be Acquired from Seller
and shall pay to Seller the aggregate amount of Eighty-Four Million Dollars
($84,000,000) for the Assets to be Acquired (the "Purchase Price"), subject to
adjustment pursuant to the provisions of Section 2.05.

         2.03    Payment of the Purchase Price.

         On the Closing Date, Buyer will pay to Seller an amount equal to the
Purchase Price as adjusted at Closing pursuant to the provisions of Section
2.05 in immediately available funds by wire transfer.

         2.04    Allocation of Purchase Price.

         The Purchase Price shall be allocated among the Assets to be Acquired
based upon an appraisal to be obtained prior to the Closing. The parties agree
to engage Kane Reece Associates, Inc. ("KRA") or, if unavailable,
Malarky-Taylor Associates, to prepare such appraisal, and agree to share
equally the costs of the appraisal. The parties shall cause the appraiser to
consult with Buyer and Seller during the preparation of such appraisal, and the
appraiser shall deliver the final appraisal to Buyer and Seller
simultaneously. Buyer and Seller agree to be bound by such allocation and to
file all returns and reports in respect of the




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<PAGE>   11
         3.09    Other Contracts and Leases.

         Schedule 3.09 lists each existing contract, agreement, lease, permit,
consent, license, microwave agreement or commitment, including pole line
agreements, whether written or oral, affecting or relating to the Acquired
Systems (the "Agreements") other than the Excluded Assets; the Franchises; the
Pole Attachment Agreements; the Leases and Rights-of-Way; subscription
agreements with individual residential subscribers for the cable services
provided in the ordinary course of business, which may be canceled by Seller
without penalty on not more than 30 days notice; miscellaneous service
contracts terminable at will without penalty; other contracts or agreements
relating to the Acquired Systems not involving either aggregate liabilities
under all such agreements exceeding $25,000 or any material nonmonetary
obligation; and programming agreements. Each of the Agreements is in full force
and effect in accordance with its terms. Without limiting the foregoing, the
Acquired Systems and all equipment and real property used in connection
therewith are now being utilized, operated and maintained in conformity in all
material respects with the provisions of the Agreements. Seller has not in any
manner failed to so utilize, operate and maintain the Acquired Systems in a
manner which could now or hereafter result in cancellation or termination of,
or liability for damages under, the Agreements, nor is Seller in default in any
material respect in the performance of one or more of its obligations pursuant
to the Agreements.

         3.10    Agreements with Employees.

                 (a)      Except as set forth on Schedule 3.10, Seller is not
a party to any employment agreement, written or oral, which cannot be
terminated at will by Seller, and, except as set forth on Schedule 3.10,
Seller has not had and currently does not have any pension or profit sharing or
other employee benefit plan for its employees. True, correct and complete copies
of all agreements and plans listed on Schedule 3.10 hereto have heretofore
been delivered by Seller to Buyer.

                 (b)      The names, titles and rates of compensation of all of
the employees of Seller are listed on Schedule 3.10.

                 (c)      Seller's policy with respect to the amount of
vacation time earned by employees is set forth on Schedule 3.10.

         3.11    Litigation or Judgments.

         Except as set forth in the Schedules to this Agreement, there is no
litigation, at law or in equity, or any proceedings before any commission,
agency or other governmental authority, pending or, to Seller's knowledge,
after due inquiry, threatened against Seller or the Acquired Systems, and, to
Seller's knowledge, after due inquiry, no facts or circumstances exist which
could reasonably be expected to give rise to any such litigation or
proceedings.




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<PAGE>   12
         3.12    Tax Returns and Payments.

         With respect to the Acquired Systems, Seller has timely and properly
filed or caused to be filed all tax returns which it is or has been required to
file on or prior to the date hereof by any jurisdiction to which it is or has
been subject, all such tax returns being true, correct and complete in all
material respects. All income, unemployment, social security, franchise,
property and other taxes levied, assessed or imposed upon Seller or the
Acquired Systems by the United States, or any state, or governmental
sub-division of either, to the extent due and payable and not contested by
Seller, have been timely and properly paid to date, and no liability exists for
deficiencies. Except as set forth on Schedule 3.12 attached hereto, there are no
tax audits pending nor any outstanding agreements or waivers extending the
statutory period of limitations applicable to any federal, state or local
income tax return of Seller for any period. Except as set forth on Schedule
3.12, to Seller's knowledge, after due inquiry, no tax deficiencies have been
determined, nor proposed tax assessments charged, against Seller (nor is there
any reasonable basis therefor). Seller has made or caused to be made all
withholdings of taxes required to be made, and such withholdings have either
been paid to the appropriate governmental agency or set aside in appropriate
accounts for such purpose. True, correct and complete copies of the federal,
state and local tax returns of Seller for the Acquired Systems for all income,
gross receipts, franchise and property taxes for the last three (3) fiscal
years have been delivered to Buyer.

         3.13    Compliance with Laws.

         Seller is in compliance in all material respects with all applicable
foreign, federal, state and local laws, rules, regulations, orders, writs,
injunctions, ordinances or decrees of any governing authority, federal, state
or local court, or of any municipal or governmental department, commission,
board, bureau, agency or municipality having jurisdiction over it or the
Acquired Systems.

         3.14    Adverse Developments.

         Since June 30, 1995, (i) no material adverse change has occurred with
respect to the Acquired Systems or their financial conditions or operations,
taken as a whole, other than any change arising out of events or conditions
that affect the CATV industry generally, and (ii) there has been no material
damage, destruction, loss or other casualty to the Assets to be Acquired, taken
as a whole, that has not been repaired or replaced.

         3.15    Condition of Assets to be Acquired and Insurance.

         The Acquired Systems, both as integrated systems and in their
respective component parts, are operated and maintained in a proper manner; are
free from any material (either individually or in the aggregate) defects of
workmanship or material in light of its age and the use to which it has been
put; and meet in all material respects the requirements of: (i) the
Franchises, (ii) the Pole Attachment Agreements, (iii) the Agreements, and (iv)
all applicable




                                     -18-
<PAGE>   13
technical standards, rules, regulations and orders of federal, state and local
governing or regulatory authorities. The Assets to be Acquired are all in good
operating condition, reasonable wear and tear excepted. None of the cable used
in the Acquired Systems requires any rearrangement or rehabilitation other than
routine system maintenance. The Assets to be Acquired include such spare parts
as are necessary in order to permit the operation of the Acquired Systems
without material interruption for a thirty-day period. Except as set forth on
Schedule 3.15, the Assets to be Acquired are and have been insured, and all
such insurance policies are in full force and effect, are on an "occurrence"
basis, and are in terms and scope and amounts which are customary in accordance
with industry standards for CATV systems of comparable size. Seller has not
received any notice of cancellation with respect to such policies. During the
past three (3) years, no application by Seller for insurance with respect to
the Assets to be Acquired has been denied for any reason. Seller has provided
Buyer with copies of the loss claims history of Seller for the past three (3)
years.

         3.16    Patents, Trademarks and Copyrights.

         The operation of the Acquired Systems by Seller does not infringe
upon, or otherwise violate, the rights of any person or entity in any
copyright, trade name, trademark right, service mark, service name, patent,
patent right, license, trade secret or franchise, and there is not pending or,
to Seller's knowledge, after due inquiry, threatened any action with respect to
any such infringement or breach.

         3.17    Labor Relations.

         Except as set forth on Schedule 3,17, the employees of Seller are not
parties to any collective bargaining agreement. This Agreement and the
transactions contemplated hereunder shall not obligate Buyer to recognize any
union or to assume any collective bargaining agreement that applies to Seller's
employees. There currently are not, nor in the past five years have there been,
any grievances, unfair labor practice claims, disputes or controversies with
any union, or threats of strikes, work stoppages or any pending demands for
collective bargaining by any union. Seller has received no notice of any
grievances, unfair labor practice claims, disputes or controversies with any
other organization of Seller's employees, or threats of strikes, work stoppages
or any pending demands for collective bargaining by any such organization.

         3.18    Restoration.

         No material restoration, repaving, repair or other work is required to
be made by Seller to any street, sidewalk or abutting or adjacent area pursuant
to the requirements of any ordinance, code, permit, easement or contract
relating to the installation, construction or operation of the Acquired
Systems. No property of any person or entity has been damaged, destroyed,
disturbed or removed in the process of construction or maintenance of the
Acquired Systems which has not been, or will not be, prior to Closing,
repaired, restored or replaced, or, if not repaired, restored or replaced, for
which an adequate reserve has not been accrued by the Seller prior to Closing.




                                     -19-
<PAGE>   14
         3.19    Bulk Sales Compliance.

         Seller shall comply, in connection with the sale and transfer of the
Assets to be Acquired pursuant to this Agreement, with any applicable law
pertaining to bulk sales or transfers.

         3.10    Right of First Refusal.

         Except as set forth on Schedule 3.20, no person or entity has any
option, warrant or right of first refusal to purchase either the Acquired
Systems or any of the Assets to be Acquired.

         3.21    Environmental Matters.

         Except as set forth on Schedule 3.21, Seller has complied and is in
compliance in all material respects with all applicable federal, state and
local laws, regulations and ordinances relating to protection of human health
and the environment ("Environmental Laws"), including those related to
hazardous substances, wastes, discharges, emissions, disposals, dumping, burial
or other forms of disposal, as defined by the Environmental Laws. Except as set
forth on Schedule 3.2.1, there are no current or pending claims, administrative
proceedings, judgments, declarations or orders relating to violations of
Environmental Laws or to the presence of Hazardous Substances (as defined by
the Environmental Laws) on, in or under the owned or leased real property of
Seller. No hazardous waste has been dumped, buried, discharged or disposed of
on, in or under the owned or leased real property of Seller by Seller or, to
the best knowledge of Seller, by any other person or entity. Except as set forth
on Schedule 3.21, neither Seller nor, to the best knowledge of Seller, any
third party has installed or placed on, under or in the owned real property or
the leased real property of Seller: (i) any treatment, storage, recycling or
disposal facility for any hazardous waste as that term is defined under 40 CFR
Part 261 or any state equivalent; (ii) any underground storage tanks, in use or
abandoned; or (iii) any polychlorinated biphenyls (PCBs) in any hydraulic oils,
transformers, capacitors or other electrical equipment.

         3.22    HSR Act Filing.

         Seller shall cooperate reasonably with Buyer and, to the extent
required, shall file or cause to be filed with the Federal Trade Commission
("FTC") and the Department of Justice ("DOJ") within thirty (30) days after the
date hereof a notification and report on behalf of Seller, completed in
accordance with applicable law and regulations, with respect to the
transactions contemplated hereby, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated
thereunder .Seller agrees to use its best efforts to comply with any additional
requests for information, whether formal or informal, under the HSR Act;
provided, however, that, notwithstanding such efforts, if the FTC or the DOJ
has not certified as complete each party's compliance with a formal second
request under the HSR




                                     -20-
<PAGE>   15
Act by the Termination Date, as herein defined, then Seller may terminate this
Agreement without further obligation hereunder.

         3.23    Disclosure.

         No representation or warranty by Seller in this Agreement or any
Schedule or Exhibit, or any statement, list or certificate furnished or to be
furnished by Seller pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of a
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 or necessary in order to provide a prospective purchaser of the
Acquired Systems with proper material information as to the Assets to be
Acquired and the business of Seller.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.

         Buyer represents and warrants that the following representations and
warranties are true and correct as of the date hereof and will also be true and
correct on the Closing Date, in addition to which it covenants with Seller
that:

         4.01    Status, Power and Authority.

         Buyer is a limited partnership duly organized, validly existing and in
good standing under the laws of its jurisdiction of formation and has the
partnership power and authority to own and lease its properties and to conduct
its business as currently conducted and to acquire the Assets to be Acquired.

         4.02     Authorization of Agreement.

                 (a)      Buyer has taken all necessary action to authorize and
approve this Agreement, the consummation of the transactions contemplated
hereby and the performance by Buyer of all of the terms and conditions hereof
on the part of Buyer to be performed. The execution and delivery by Buyer of
this Agreement and each and every other agreement, instrument, certificate or
document to which Buyer is a party that is to be executed, delivered and
performed by Buyer pursuant thereto (collectively, "Buyer Transaction
Documents"), and the consummation of the transactions contemplated hereby and
thereby, do not and will not: (i) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to Buyer, or (ii)
conflict with any of the provisions of the charter documents of Buyer, or (iii)
conflict with, result in a breach of or constitute a default under any material
agreement or instrument to which Buyer is a party or by which it is bound.

                 (b)      This Agreement and the Buyer Transaction Documents,
when executed and delivered by Buyer, will have been duly authorized, executed
and delivered by Buyer, and this Agreement constitutes, and the Buyer
Transaction Documents, when executed




                                     -21-
<PAGE>   16
and delivered by Buyer, will constitute, legal, valid and binding obligations
of Buyer, enforceable against Buyer in accordance with their respective terms.

         4.03    Litigation.

         There is no litigation, at law or in equity, or any proceedings before
any commission or other governmental authority, pending or, to the knowledge of
Buyer, after due inquiry, threatened against Buyer which could reasonably be
expected to impair the ability of Buyer to consummate the transactions
contemplated by this Agreement.

         4.04    HSR Act Filing.

         Buyer shall, to the extent required, file or cause to be filed with
the FTC and the DOJ within thirty (30) days after the date hereof a
notification and report form on behalf of Buyer, completed in accordance with
applicable law and regulations, with respect to the transactions contemplated
hereby, pursuant to the HSR Act and the rules promulgated thereunder. Buyer
agrees to use its best efforts to comply with any additional requests for
information, whether formal or informal, under the HSR Act; provided, however,
that, notwithstanding such efforts, if the FTC or the DOJ has not certified as
complete each party's compliance with a formal second request under the HSR Act
by the Termination Date, then Buyer may terminate this Agreement without
further obligation hereunder.

         4.05    Consummation of Agreement.

         Buyer shall use commercially reasonable efforts to perform and fulfill
all obligations and conditions on its part to be performed and fulfilled under
this Agreement, to the end that the transactions contemplated by this Agreement
shall be fully carried out.

5.       CONDUCT OF BUSINESS OF ACQUIRED SYSTEMS PENDING CLOSING ADDITIONAL
         COVENANTS OF SELLER.

         Seller covenants and agrees with Buyer that from the date hereof to
and including the Closing Date:

         5.01    Maintenance of Business.

         Seller shall continue to operate the Acquired Systems, shall maintain
the Assets to be Acquired (including the maintaining of a level of inventory of
spare equipment and parts which is adequate for the continued operation of the
Acquired Systems for a thirty-day period) and shall keep all of its business
books, records and files, all in the ordinary course of business in accordance
with past practices consistently applied and in accordance with the capital
budget and operating budget delivered by Seller to Buyer; provided, however,
that Seller shall have the right to make payment in full of all outstanding
obligations under the Lancaster Capital Lease Agreement in order to obtain
unencumbered fee simple title to the real property subject to such




                                     -22-
<PAGE>   17
lease in anticipation of transferring such real property to Buyer at Closing in
the event Seller is unable to obtain consent to the assignment of the Lancaster
Capital Lease Agreement. Seller shall not sell, transfer or assign any assets
except in the ordinary course of business and for full and fair value. Seller
shall not permit the creation of any lien, charge or encumbrance on any of its
assets that would survive the Closing other than the lien of current taxes not
yet due and payable. Seller shall not initiate or otherwise cause any other
person to initiate any action to amend or cancel, nor permit any other person
to take any action to amend or cancel, any of the Franchises, the Pole
Attachment Agreements or the Agreements without the prior written consent of
Buyer; provided, however, that Seller shall use its reasonable efforts to renew
any Franchises currently held under temporary operating authority as disclosed
on Schedule 3.06.  Promptly after becoming aware thereof, Seller shall notify
Buyer of any action taken or proposed to be taken by a person other than Seller
to amend or cancel any of the Franchises, the Pole Attachment Agreements or the
Agreements. Seller shall not enter into any contract or commitment nor incur any
indebtedness or other liability or obligation of any kind relating to the
Acquired Systems which is not in the ordinary course of business in accordance
with past practices without the prior written consent of Buyer. Seller shall
not permit any of its partners, officers, directors, shareholders, agents,
employees or affiliates to pay any of Seller's accounts receivable from
subscribers outstanding on the date hereof. Notwithstanding the foregoing, such
persons shall be permitted to make payment for CATV services received by them
at their own dwellings. Without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, delayed or conditioned, Seller
shall not, except as otherwise required by law: change the channel lineup of
the Acquired Systems; add additional channels to the Acquired Systems, except
for channels added at the request of a franchising authority as part of the
process of renewing a Franchise (in which event, Seller shall give Buyer
written notice of the addition of such channels); change its subscriber rates
(provided, however, that if Seller is required to change its subscriber rates
pursuant to a regulatory order, Seller may do so without the consent of Buyer
upon 30 days' prior written notice); or conduct any extraordinary or unusual
marketing or collection programs, including, without limitation, any amnesty
programs, or any extraordinary collection practices which might adversely
affect customer relationships. Seller shall comply with all laws, rules and
regulations of federal, state, city and local governments. Seller shall not
violate the terms of any lease or contract connected with the operation of the
Acquired Systems or with the utilization of the Assets to be Acquired. Seller
shall not grant any increase in the rate of wages, salaries, bonuses or other
remuneration of any employee, except in accordance with past practices, and
provided that Seller may incent employees to remain employees of the Acquired
Systems through the Closing Date without violating this covenant.

         5.02    Insurance.

         Seller shall use commercially reasonable efforts to maintain in full
force and effect until Closing all existing insurance policies to cover and
protect the Assets to be Acquired against damage or destruction.




                                     -23-
<PAGE>   18
         5.03    Organization

         Seller shall use commercially reasonable efforts consistent with sound
business judgment to preserve intact its present business and organization, to
retain the services of its present employees, to preserve its relationships
with subscribers, suppliers and others having business relationships with it
and to maintain the goodwill enjoyed within the municipalities serviced by the
Acquired Systems.

         5.04    Access for Investigation.

         Seller shall afford Buyer and its representatives access during normal
business hours to the properties, plant and equipment and to the books and
records of Seller in order that Buyer shall have full opportunity to
investigate the business affairs of Seller.

         5.05    Notice.

                 (a)      Promptly upon Seller becoming aware of the occurrence
of, or the impending or threatened occurrence of, any event which would cause
any of the representations or warranties of Seller contained herein, or in any
Schedule or Exhibit, to be inaccurate in any material respect, Seller shall
give detailed written notice thereof to Buyer and shall use its best efforts to
prevent or promptly remedy the same.

                 (b)      Seller shall refrain from knowingly taking, and shall
use commercially reasonable efforts to refrain from knowingly suffering or
permitting, any action which would render untrue any of the representations or
warranties of Seller contained herein, and Seller shall not knowingly omit to
take any action reasonably required to maintain the goodwill enjoyed within the
municipalities serviced by the Acquired Systems in the ordinary course of
business, consistent with past practice.

         5.06    Consummation of Agreement.

         Seller shall use commercially reasonable efforts to perform and
fulfill all obligations and conditions on its part to be performed and
fulfilled under this Agreement, to the end that the transactions contemplated
by this Agreement shall be fully carried out.

         5.07    Cooperation with Buyer.

         Seller shall cooperate, to the extent not inconsistent with its
obligations hereunder, as Buyer may reasonably request, in apprising the
municipalities serviced by the Acquired Systems and the utility companies which
have issued the Pole Attachment Agreements of the sale of the Acquired Systems
to Buyer in such manner as to preserve the goodwill of such municipalities and
utility companies.




                                     -24-
<PAGE>   19
         5.08    Accounts List.

         Prior to the Closing Date, Seller shall deliver to Buyer a list of all
persons to whom Seller makes recurring periodic payments in connection with the
business and operations of the Acquired Systems (the "Accounts List"), except
for persons to whom Seller makes recurring periodic payments in connection with
any Excluded Asset. Each individual entry set forth on the Accounts List shall
list the name and address of each account creditor and the approximate average
amount and approximate frequency of the recurring periodic payments paid to
each such account creditor. Seller shall use its reasonable efforts to ensure
the accuracy and completeness of the Accounts List.

         5.09    FCC Approval.

         Seller shall make application to the FCC for the consent and approval
of the FCC to the transfer of the ownership and operation of any FCC licenses
of the Acquired Systems from Seller to Buyer, to the extent such consent and
approval is required to be obtained.

         5.10    Certificates.

         On or before the Closing Date, Seller shall deliver to Buyer:
Certificates of Good Standing issued by the Secretary of State of Colorado as
to Seller's good standing in such state and as to the general partner of
Seller's good standing in such state and a Certificate of Good Standing from
the State of New York.

         5.11    Third-Party Consents.

         Except for fees relating to filings required by the Hart-Scott-Rodino
Antitrust Improvements Act, the costs of which shall be shared equally by Buyer
and Seller, Seller shall, at its sole cost and expense, use commercially
reasonable efforts to obtain prior to Closing all consents and approvals from
third parties which are identified on Schedule 3.02; provided, however, that
the costs and expenses associated with the performance after the Closing Date
of obligations which are required by a third party as a condition of granting
its consent or approval and which obligations are accepted by the Buyer shall
be borne solely by the Buyer. All such consents shall be in writing and in form
and substance reasonably satisfactory to Buyer. In the event that Buyer's
cooperation is required to obtain such consents, Buyer shall reasonably
cooperate with Seller and shall be responsible for its own out-of-pocket costs
in connection therewith.

         5.12    Approval of Franchise Authorities.

         Seller shall use its commercially reasonable efforts to obtain the
consent of the applicable franchisors to the transfer to Buyer of all of the
Franchises. Seller shall use commercially reasonable efforts to obtain a
certificate from each franchisor certifying that:  (a) the Franchise was
properly granted; (b) the Franchise was properly extended (if applicable);




                                     -25-
<PAGE>   20
(c) the Franchise is in accordance with all state and local laws; (d) the
Franchise is validly existing and in full force and effect; (e) there exists no
fact or circumstance which, with the passage of time or the giving of notice or
both, would constitute a default under the Franchise, or permit the franchisor
to cancel or terminate the rights thereunder, except upon the expiration of the
full term thereof; and (f) the Franchise may be collaterally assigned to
Buyer's lenders. Seller shall use its commercially reasonable efforts to obtain
the approval of the New York State Cable Commission to the transfer of the
Acquired Systems to Buyer, with no adverse conditions imposed on such transfer
by the Commission. Buyer shall reasonably cooperate with Seller in Seller's
efforts to secure such approvals and consents, including attending such
meetings and providing such information with respect to Buyer as the
franchisors or New York State Cable Commission may reasonably request. Buyer
shall post any bond or other security reasonably required pursuant to the terms
of such approvals and consents.

         5.13    FCC and Other Regulatory Compliance.

         Seller shall consult with Buyer prior to implementing any subscriber
rate changes relating to the implementation of any FCC regulations, except as
otherwise provided in Section 5.01 hereof.

         5.14    Approval of Lessors.

         Seller shall use its commercially reasonable efforts to obtain the
consent of each lessor of real property relating to the Acquired Systems listed
on Schedule 3.02 as being required to consent to the assignment to Buyer of any
lease. Seller shall use its commercially reasonable efforts to obtain a
certificate from the lessor under each lease for real property relating to the
Acquired Systems to which Seller is a party and which is listed on Schedule
3.08 certifying that: (a) the lease is validly existing and in full force and
effect; and (b) all payments under the lease due and payable prior to the date
of such certificate have been paid in full.

         5.15    Employees.

         Seller shall terminate all of its employees immediately prior to
Closing. Seller shall remain solely responsible for any termination benefits to
which any of the employees is entitled by reason of such termination whether or
not such person is subsequently employed by Buyer. Buyer shall have no
obligation to offer employment to any of the employees of Buyer. Buyer shall
notify Seller at least fifteen (15) days prior to the Closing Date of those
employees to whom Buyer intends to offer employment. Buyer agrees to offer such
employees credit for accrued overtime, sick pay, vacation pay, holiday pay and
other employee benefits to the extent Buyer offers equivalent benefits to its
existing employees and to the extent the foregoing are included as current
liabilities under Section 2.05(a) hereof. Seller shall refrain from making any
statements or communications to its employees regarding subsequent employment
by Buyer or Buyer's employment policies without Buyer's prior written consent.




                                     -26-
<PAGE>   21
         5.16    Transitional Billing Services.

         Seller shall provide to Buyer, upon request, access to and the right
to use its billing system computers, software and related fixed assets in
connection with the Acquired Systems for a period of up to 90 days following
the Closing Date to allow for conversion of existing billing arrangements
("Transitional Billing Services"). Buyer shall notify Seller at least 10 days
prior to Closing as to whether it desires Transitional Billing
Services. Transitional Billing Services, if any, that are requested by Buyer
shall be provided on terms and conditions reasonably satisfactory to Seller;
provided, however, that the amount to be paid by Buyer for such Transitional
Billing Services shall not exceed the reasonable direct incremental cost to
Seller of providing such Transitional Billing Services.

         5.17    Financial Statements.

         Seller shall provide Buyer with copies of all regularly prepared
monthly financial statements relating to the Acquired Systems promptly after
the same become available in the ordinary course, as well as copies of audited
statements for the year ended December 31, 1995.

6.   CONDITIONS TO CLOSING - BUYER.

         6.01    Conditions to Obligations of Buyer.

         The obligations of Buyer to consummate the purchase of the Assets to be
Acquired at Closing shall be subject to the satisfaction of the following
conditions precedent, except to the extent waived by Buyer in writing:

                 (a)     All of the representations and warranties of the Seller
contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date as though such representations and warranties
were made at and as of such time; Seller shall have performed and be in
compliance in all material respects with all of the covenants, agreements,
terms and provisions set forth herein on its part to be observed or performed,
and no event which would constitute a material breach of the terms of this
Agreement on the part of Seller shall have occurred and be continuing at the
Closing Date.
        
                 (b)     Since the date of this Agreement, (i) there shall not
have occurred any material adverse change with respect to the Acquired Systems
or their financial condition or operations, taken as a whole, other than any
change arising out of events or conditions that affect the CATV industry
generally, and (ii) there shall not have occurred any material damage,
destruction, loss or other casualty to the Assets to be Acquired, taken as a
whole, that has not been repaired or replaced.
        
                 (c)     The general partner of Seller shall have executed and
delivered to Buyer on the Closing Date a Certificate, dated that date, in form 
and substance reasonably




                                     -27-
<PAGE>   22
satisfactory to Buyer to the effect that the conditions set forth in each of
the provisions of Section 6.01 (a) and (b) of this Agreement have been
satisfied in full.

                 (d)     Seller shall have delivered to Buyer complete and
correct copies of the resolutions of its general and limited partners
authorizing the execution, delivery and performance of the Seller Transaction
Documents and the sale of the Assets to be Acquired and the transactions
contemplated hereby, certified by the general partner of Seller.

                 (e)     Seller shall have obtained and delivered to Buyer
each of the consents of the governmental agencies and third parties designated
on Schedule 3.02 as Required Consents, with no adverse conditions imposed by
such consents.

                 (f)     Buyer shall have received a legal opinion from the
General Counsel of the general partner of Seller, dated the Closing Date and
substantially in the form of Exhibit B attached hereto.

                 (g)     Seller shall have delivered to Buyer:

                         (i)      the Non-Competition Agreements duly executed
         by Seller and its general partner;

                         (ii)     the Good Standing Certificates described in
         Section 5.1 0, and

                         (iii)    a certificate of incumbency of the general
         partner of Seller duly executed by the Assistant Secretary and each 
         of the officers of the general partner executing this Agreement and 
         the documents delivered hereunder on behalf of Seller.

                 (h)     Buyer shall have received an opinion of Dow Lohnes &
Albertson, FCC counsel for Seller, dated the Closing Date and substantially in
the form of Exhibit C.
                 
                 (i)     All documents and other items required to be delivered
hereunder to Buyer at or prior to Closing shall have been delivered or shall be
tendered at the Closing.

                 (j)     On the Closing Date, no suit or action or other
proceeding shall be pending or threatened before any court or other
governmental agency against Seller or Buyer in which the consummation of the
transactions contemplated by this Agreement are sought to be enjoined.

                 (k)     Seller shall have delivered to Buyer, at Seller's
expense, at least ten (10) days prior to the Closing Date, lien searches dated
not more than forty (40) days prior to the Closing Date showing all UCC-1
financing statements filed with any filing offices in the States of New York
and Colorado wherein Seller is named a debtor, all federal, state or local tax
liens  




                                     -28-

<PAGE>   23
filed against the Seller, and all unsatisfied judgments naming Seller as
judgment debtor, all of which shall be released or terminated prior to or at
the Closing.

                 (l)     All notification and report forms required to be filed
on behalf of the parties to this Agreement with the FTC and the DOJ under the
HSR Act and rules shall have been filed, and the waiting period required to
expire under the HSR Act and rules, including any extension thereof, shall have
expired or early termination of the waiting period shall have been granted.

                 (m)     Seller shall have delivered to Buyer a commitment or
commitments for owner's title insurance with respect to real estate owned by
Seller as part of the Assets to be Acquired, issued by a nationally reputable
entity, agreeing to insure marketable title in fee simple to each parcel of
real property, subject only to (a) zoning restrictions, prohibitions, and other
requirements imposed by any governmental authority having jurisdiction over the
property, (b) public utility easements of record, (c) taxes not yet due and
payable, (d) easements, rights-of-way, restrictions, and other similar
encumbrances incurred in the ordinary course of business which do not
materially interfere with the ordinary use of the property, and (e) other
standard exceptions, including survey exceptions. Such commitment or commitments
shall be dated not more than sixty (60) days prior to the Closing Date
(provided that any insurance shall be obtained at Buyer's cost).

                 (n)     Seller shall stand ready to deliver the matters
described in Section 8 hereof.
                 
7.   CONDITIONS TO CLOSING - SELLER.

         7.01     Conditions to Obligations of Seller.

         The obligations of the Seller to consummate the sale of the Assets to
be Acquired at Closing shall be subject to the satisfaction of the following
conditions precedent, except to the extent waived by Seller in writing: 

                  (a)     All of the representations and warranties of Buyer
contained in this Agreement shall be true and correct in all material respects
at and as of the Closing Date as though such representations and warranties
were made at and as of such time, and Buyer shall be in compliance in all
material respects with all of the covenants, agreements, terms and provisions
set forth herein on its part to be observed and performed, and no event which
would constitute a material breach of the terms of this Agreement on the part
of Buyer shall have occurred and be continuing at the Closing Date.

                  (b)     An executive officer of Buyer shall have executed and
delivered to Seller on the Closing Date a Certificate, dated that date, in form
and substance reasonably satisfactory to Seller to the effect that the
conditions set forth in each of the provisions of Section 7.01(a) of
this Agreement have been satisfied in full.




                                     -29-
<PAGE>   24
                  (c)     Buyer shall have delivered the Purchase Price, as
adjusted, to Seller in accordance with Section 2.03.
                  
                  (d)     Buyer shall have delivered to Seller complete and
correct copies of the corporate resolutions of Buyer authorizing the execution,
delivery and performance of this Agreement and the purchase of the Assets to be
Acquired.

                  (e)     Seller shall have received an opinion from Colin
Higgin, Deputy General Counsel for Buyer, dated the Closing Date substantially
in the form of Exhibit D hereto.
                  
                  (f)     On the Closing Date, no suit or action or other
proceeding shall be pending or threatened before any court or other
governmental agency against Seller or Buyer in which the consummation of the
transactions contemplated by this Agreement are sought to be enjoined.

                  (g)     Buyer shall have executed and delivered to Seller
assumption documents in form and substance reasonably satisfactory to Seller
pursuant to which Buyer shall have assumed the Assumed Liabilities.
                  
                  (h)     Buyer shall have delivered to Seller Certificates of
Good Standing issued by the Secretary of State of Delaware and the Commonwealth
of Pennsylvania as to Buyer's good standing in such jurisdictions.   

                  (i)     The limited partners of Seller shall have approved
the transaction contemplated by this Agreement in accordance with the
requirements of the Seller's Limited Partnership Agreement. The general partner
of Seller shall use commercially reasonable efforts to obtain such approval as
soon as practicable after the execution of this Agreement, and shall continue
such efforts up until the Termination Date, if necessary, and the general
partner of Seller agrees to recommend such approval to each limited partner of
Seller during such period and during such period to otherwise take such steps
as are necessary or reasonable to obtain such approval.
                  
                  (j)     All notification and report forms required to be
filed on behalf of the parties to this Agreement with the FTC and the DOJ under
the HSR Act and rules thereunder shall have been filed, and the waiting period
required to expire under the HSR Act and rules thereunder, including any
extension thereof, shall have expired or early termination of the waiting
period shall have been granted.
                  
                  (k)     Buyer shall have delivered to Seller a certificate of
incumbency duly executed by the Assistant Secretary of the Buyer and each of
the officers of Buyer executing this Agreement and the documents delivered
hereunder.




                                     -30-
<PAGE>   25
8.   CLOSING.

         8.01     Action to be Taken at and after Closing.

                  (a)     At Closing, Seller shall deliver to Buyer:

                          (i)      Such bills of sale, endorsements,
         assignments, general warranty deeds and other good and sufficient
         instruments of transfer and conveyance as shall be reasonably deemed
         necessary or appropriate by Buyer to vest in or confirm to Buyer good
         and marketable title to all of the assets and properties constituting
         the Assets to be Acquired, free and clear of any and all liens,
         security interests, mortgages, charges or encumbrances of any kind,
         except for current taxes which are not yet due and payable but which
         are timely paid;
                          
                          (ii)    A complete itemized list of all of Seller's
         subscriber accounts receivable relating to the Acquired Systems as of
         a date no later than thirty (30) days prior to the Closing Date,
         showing sums due and their respective aging for the period ending on
         the Closing Date;

                          (iii)   A true, accurate and complete schedule as of
         the Closing Date of monetary obligations owed by Seller and not yet
         paid, items billed to Seller and not yet paid, items charged to or
         claimed against Seller and not yet paid, whether or not disputed,
         under each of the Franchises, Pole Attachment Agreements and  
         Agreements to be assumed by Buyer under the terms of this Agreement;

                          (iv)    Actual possession and operating control of
         the Acquired Systems;

                          (v)     The documents and instruments required to be
         delivered by Seller to Buyer pursuant to the terms of Section 6; and

                          (vi)    All of the consents designated as Required
         Consents on Schedule 3.02.

                  (b)     At Closing, Buyer shall deliver to Seller:

                          (i)     The Purchase Price, as adjusted in accordance
         with Section 2.03; and

                          (ii)    The documents and instruments required to be
         delivered by Buyer to Seller pursuant to the terms of Section 7.

                 (c)      After Closing, Seller shall deliver to Buyer, as
         received from time to time:




                                     -31-
<PAGE>   26
                          (i)     any cash or other property that it may
         receive in respect to subscriber accounts receivable received after
         the Closing Date relating to the business and operations of the
         Acquired Systems arising prior to or subsequent to the Closing Date;

                          (ii)    any Assets to be Acquired not effectively
         transferred to Buyer at the Closing; and

                          (iii)   from time to time at the request of Buyer and
         without further consideration, such further instruments of
         conveyance, transfer and assignment as Buyer may reasonably request in
         order to convey more effectively the transfer to Buyer of any of the
         Assets to be Acquired, and Seller shall assist Buyer in the reduction
         to possession of any such assets, possession of which was not
         delivered to Buyer at Closing. Buyer shall be responsible for the
         preparation of all of the documents incidental to such conveyance,
         transfer and reduction to possession.

9.   REAL ESTATE PRORATION AND ADJUSTMENT ITEMS.

         Water and sewer charges, municipal garbage and rubbish removal
charges, rents, interest, real estate taxes, utilities and other charges of an
annual or recurrent nature assessed against or paid in conjunction with the
ownership or operation of any real property owned by Seller to be transferred
to Buyer hereunder shall be prorated as of the Closing Date. Real estate taxes
shall be prorated as of the Closing Date. Real estate taxes for the calendar
year of Closing shall be prorated based upon real estate taxes levied or
estimated to be levied in that year by each taxing body (without regard to the
date of levy or the fiscal year of the taxing body); provided, however, if any
of such real estate taxes have not yet been levied as of the Closing Date for
the calendar year in which the Closing Date occurs, the tax proration shall be
based upon the prior year's tax levy, taking into account any adjustments in
real estate tax assessments which may have been made. Upon final levy of the
real estate taxes, Seller and Buyer agree that a final proration will be made
as of the Closing Date, and if it is determined that either party shall owe the
other based upon a discrepancy between the amounts included in the Final
Adjustment and the final proration, then the owing party shall make payment to
the other within thirty (30) days of final settlement thereof.

10.  DAMAGE TO PROPERTY AND RISK OF LOSS.

                 (a)      The risk of any loss or damage to the Assets to be
Acquired and the Acquired Systems resulting from fire, theft or any other
casualty (but excluding any loss or damage attributable to reasonable wear and
tear) ("Damage") shall be borne by Seller at all times prior to the Closing. In
the event that any such Damage shall be sufficiently substantial so as to
preclude and prevent resumption of normal operations of all or any portion of
the Acquired Systems within twenty (20) days from the occurrence of the event
resulting in such loss or damage, Seller shall immediately notify Buyer in
writing of its inability to resume normal




                                     -32-
<PAGE>   27
operations or to replace or restore the lost or damaged property, and Buyer, at
any time within ten (10) days after receipt of such notice, may elect either (a)
to waive such defect and proceed toward consummation of the transaction in
accordance with the terms of this Agreement, or (b) to terminate this
Agreement. If Buyer elects to terminate this Agreement pursuant to this Section,
the parties hereto shall stand fully released and discharged of any and all
obligations hereunder.

                 (b)      If Buyer shall elect to consummate this transaction
notwithstanding such Damage and does so, there shall be no diminution of the
Purchase Price, and all insurance proceeds (other than for bodily injury or for
damage to property other than the Assets to be Acquired or for business
interruption prior to the Closing Date) payable as a result of the occurrence
of the event resulting in the Damage shall be delivered to Buyer, or the rights
thereto shall be assigned to Buyer if not yet paid over to Seller, and Seller
shall pay to Buyer the amount of any deductible associated with the insurance
claim.

                 (c)      Notwithstanding the provisions of this Section 10, in
the event of Damage to the Acquired Systems which is not material damage to the
Acquired Systems, Seller shall have the full responsibility for the completion
of all necessary repair and/or restoration work with respect to such damage,
whether or not such work is capable of being completed prior to the Closing
Date, and shall promptly and with due diligence, in a prudent and workmanlike
manner, proceed with such work, time being of the essence.

11.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES: INDEMNIFICATION.

         11.01   Survival of Representations and Warranties.

         All representations, warranties, covenants, stipulations,
certifications, indemnities and agreements contained herein or in any document
delivered pursuant hereto shall survive the consummation of the transactions
provided for in this Agreement; provided that the representations and
warranties contained in this Agreement shall expire and be extinguished six
months after the Closing Date, except for representations and warranties
relating to (i) title and ownership, which shall survive forever, (ii)
environmental matters, which shall survive for five years, and (iii) tax
matters, which shall survive until the third annual anniversary of the Closing
Date, and Buyer's and Seller's rights to make claims based thereon shall
likewise expire and be extinguished on such dates. The parties hereto
acknowledge and agree that Seller shall remain responsible for any refund
liability with respect to the rates charged by Seller in the Acquired Systems
through the Closing Date and Buyer's right to be indemnified for any such
claims shall survive forever.

         11.02   Indemnification.

                 (a)     Seller and Jones shall, jointly and severally, defend,
indemnify and hold Buyer harmless from and against any and all claims, 
liabilities, damages, losses, deficiencies and expenses (including reasonable 
attorneys' fees and expenses and costs of suit.




                                     -33-
<PAGE>   28
including, but not limited to, travel expenses and discovery costs for such
matters as transcripts, photocopying, subpoenas and telecopies) (individually,
a "Loss" and collectively, "Losses") arising out of (i) any and all inaccurate
representations and warranties, and out of any and all breaches of covenants,
agreements and certifications made by or on behalf of Seller in this Agreement
or in any document delivered hereunder, (ii) any failure to comply with any
applicable bulk transfer acts, or (iii) any and all liabilities and obligations
of Seller (except for the Assumed Liabilities) and any and all liabilities and
obligations of Seller not disclosed to Buyer in this Agreement; provided that
in connection with the indemnification provided for in Section 11.02(a)(i)
hereof, Seller and Jones shall not be obligated to indemnify Buyer for Losses
subject to indemnification thereunder (other than Losses relating to tax
matters) once the total amount of Losses for which Seller and Jones have
provided indemnification under such Section 11.02(a)(i) equals $4,500,000
("Seller's Cap"). Buyer shall not be entitled to be indemnified by Seller or
Jones for any Losses under this Section 11.02(a) arising out of any single
claim or aggregate claims until the total amount of all such Losses suffered or
paid by Buyer exceeds $250,000 ("Seller's Basket"). Buyer shall then be entitled
to be indemnified for all such Losses under this Section 11.02(a) arising out a
single claim or aggregate claims. For example, if the total amount of such
Losses equals $252,000, Buyer shall be entitled to be indemnified for the
entire amount of such Losses, and not just the amount of Losses in excess of
$250,000.

                 (b)     Buyer shall defend, indemnify and hold Seller harmless
from and against any and all Losses arising out of (i) any and all inaccurate
representations, and out of any and all breaches of covenants, warranties,
stipulations, agreements and certifications made by or on behalf of Buyer in
this Agreement or in any document delivered by Buyer hereunder; (ii) the
Assumed Liabilities; and (iii) all debts, liabilities or claims owing by or
against Buyer subsequent to the Closing Date or arising out of the business
activities of Buyer subsequent thereto; provided that Buyer shall not be
obligated to indemnify Seller for Losses subject to indemnification hereunder
once the total amount of Losses for which Buyer has provided indemnification
hereunder equals $4,500,000.
                 
         11.03  Indemnification with Respect to Third-Party Claims.

                  (a)     Definition. As used herein, a "Third-Party Claim"
means a Loss or potential Loss for which indemnification is claimed by Buyer or
Seller (the "Indemnitee") under the provisions of this Article 11 and which is
consequent to a claim against the Indemnitee by a person, corporation,
association, partnership or other business organization, or an individual, or a
government, any political subdivision thereof or a governmental agency by
commencement against the Indemnitee of a legal action or proceeding or receipt
by the Indemnitee of an assertion of a claim for which indemnification is
provided pursuant to this Article 11 by Buyer or Seller and Jones, as the case
may be (the "Indemnitor").
                                                                      
                 (b)     The Indemnitee will give notice of a Third-Party Claim
to the Indemnitor, together with, if such Third-Party Claim is subject to
arbitration pursuant to Section 14 hereof, demand for arbitration, stating the
nature thereof and enclosing copies of any complaint, summons, written
assertion of such Third-Party Claim or similar document. No claim




                                     -34-
<PAGE>   29
for indemnification on account of a Third-Party Claim shall be made and no
indemnification therefor shall be available under this Article 11  until the
Indemnitee shall have given initial written notice of its claim to the
Indemnitor.

                 (c)     Retention of Counsel by the Indemnitor. Except as
hereinafter provided (including, but not limited to, Section 11.03(d)(ii)
hereof), the Indemnitor shall engage counsel to defend a Third-Party Claim, and
shall provide notice to the Indemnitee not later than 15 business days
following delivery by the Indemnitee to the Indemnitor of a notice of a Third
Party Claim, such notice to include an acknowledgment by the Indemnitor that it
will be liable in full to the Indemnitee for any Losses in connection with such
Third-Party Claim. The Indemnitee will fully cooperate with such counsel. The
Indemnitor will cause such counsel to consult with the Indemnitee as
appropriate as to the defense of such claim, and the Indemnitee may, at its own
expense, participate in such defense, assistance or enforcement, but the
Indemnitor shall control such defense, assistance or enforcement. The Indemnitor
will cause such counsel engaged by the Indemnitor to keep the Indemnitee
informed at all times of the status of such defense, assistance or enforcement.

                 (d)     Employment of Counsel by the Indemnitee.
                       
                         (i)    Notwithstanding the provisions of Section
         11.03(c), the Indemnitee shall have the right to engage counsel and to
         control the defense of a Third-Party Claim if the Indemnitor shall not
         have notified the Indemnitee of its appointment of counsel and control
         of the defense of a Third-Party Claim pursuant to Section 11.03(c)
         within the time period therein provided.

                         (ii)   Notwithstanding the engagement of counsel by
         the Indemnitor, the Indemnitee shall have the right, at its own
         expense, to engage counsel to participate jointly with the Indemnitor
         in, and to control jointly with the Indemnitor, the defense of a
         Third-Party Claim if (x) the Third-Party Claim involves remedies other
         than monetary damages and such remedies, in the Indemnitee's
         reasonable judgment, could have an effect on the conduct of the
         Indemnitee's business, or (y) the Third-Party Claim relates to acts,
         omissions, conditions, events or other matters occurring after the
         Closing Date as well as to acts, omissions, conditions, events or
         other matters occurring prior to the Closing Date, or (z) the claims
         involve monetary damages which could exceed Seller's Cap.

                         (iii)  If the Indemnitee chooses to exercise its
         right to appoint counsel under this Section 11.03(d), the Indemnitee
         shall deliver notice thereof to the Indemnitor setting forth in
         reasonable detail why it believes that it has such right and the name
         of the counsel it proposes to employ. The Indemnitee may deliver such
         notice at any time that the conditions to the exercise of such right
         appear to be fulfilled, it being recognized that in the course of
         litigation, the scope




                                     -35-
<PAGE>   30
         of litigation and the amount at stake may change. The Indemnitee shall
         thereupon have the right to appoint such counsel.

                         (iv)    The reasonable fees and expenses of counsel
         and any accountants, experts or consultants engaged by the Indemnitee
         in accordance with the provisions of Section 11.03(d)(i) in
         connection with defending a Third-Party Claim shall be paid by the
         Indemnitor in accordance with the provisions of this Article 11. If
         the Indemnitee's employment of counsel is for a Third-Party Claim of
         the type described in subdivision (ii)(y) or (ii)(z) of this Section
         11.03(d), then subject to the provisions of Section 11.03(e), the
         amount of fees and expenses so payable by the Indemnitor shall be that
         fraction of the aggregate of such fees and expenses, the numerator of
         which is the portion of the amount of any judgment on, or settlement
         of, such Third-Party Claim for which the Indemnitee is indemnified
         pursuant to this Article 11 and the denominator of which is the total
         amount of such judgment or settlement, but provided further, if such
         defense of a Third-Party Claim is successful (in the sense that as a
         consequence thereof, there is no Loss (other than such fees and
         expenses) for which the Indemnitee is indemnified pursuant to this
         Article 11), the Indemnitee and the Indemnitor will attempt in good
         faith to reach an agreement on the amount of such fees and expenses so
         payable by the Indemnitor.

                 (e)     Settlement of Third-Party Claims.

                         (i)     The Indemnitor may settle any Third-Party
         Claim solely involving monetary damages only if the amount of such
         settlement is to be paid entirely by the Indemnitor pursuant to this
         Article 11.
                         
                         (ii)    The Indemnitor will not enter into a
         settlement of a Third Party Claim which involves a non-monetary remedy
         or which will not be paid entirely by the Indemnitor pursuant to this
         Article 11  without the written consent of the Indemnitee (which
         consent shall not be unreasonably withheld, delayed or conditioned).  

          

                         (iii)   The Indemnitee will not enter into a
         settlement of a Third Party Claim without the written consent of the
         Indemnitor, which consent shall not be unreasonably withheld, under
         the circumstances described in subdivision (i) of Section 11.03(d), if
         the Indemnitor has accepted all or any portion of the liability for
         such Third-Party Claim. Otherwise, the Indemnitee shall be free to
         compromise, defend and settle Third-Party Claims without prejudice to
         any of its rights hereunder or under applicable law.
                         
                         (iv)    As to any Third-Party Claim of the type
         described in subsection (ii)(y) or subsection (ii)(z) of Section
         11.03(d), the Indemnitee and the Indemnitor shall consult as to any
         proposed settlement. If the Indemnitee notifies the Indemnitor that it
         wishes to accept a proposed settlement and the Indemnitor is    




                                     -36-
<PAGE>   31
         unwilling to do so, if the amount for which the Third-Party Claim is
         ultimately resolved is greater than the amount for which the
         Indemnitee desired to settle, then (x) the Indemnitee shall be liable
         only for the amount, if any, which it would have paid had the
         Third-Party Claim been settled as proposed by the Indemnitee, and (y)
         all reasonable attorneys' fees and expenses and costs of suit incurred
         by the Indemnitee subsequent to the time of the proposed settlement
         shall be paid or reimbursed by the Indemnitor.

                         (v)    In determining whether to accept or reject any
         settlement proposal, each party shall act in good faith and with due
         regard for the reasonable commercial and financial interests of the
         other.
                         
                (f)     Claims as to Which Indemnification is Partially
Payable. Notwithstanding the foregoing, in the event of any settlement of, or
final judgment with respect to, a Third-Party Claim which relates to acts,
omissions, conditions, events or other matters occurring both before and after
the Closing Date, the Indemnitee and the Indemnitor shall negotiate in good
faith as to the portion of such Third-Party Claim as to which such
indemnification is payable.

                (g)     Cooperation, etc. The Indemnitee and the Indemnitor 
shall cooperate with one another in good faith in connection with the defense,
compromise or settlement of any claim or action. Without limiting the
generality of the foregoing, the party controlling the defense or settlement of
any matter shall take steps reasonably designed to ensure that the other party
and its counsel are informed at all times of the status of such matter. Neither
party shall dispose of, compromise or settle any claim or action in a manner
that is not reasonable under the circumstances and in good faith. The
Indemnitor and Indemnitee shall enter into such confidentiality and other
non-disclosure agreements as the Indemnitee or Indemnitor, as the case may be,
shall reasonably request in order to protect trade secrets and other
confidential or proprietary information of the Indemnitee or Indemnitor, as the
case may be.
        
12.   TERMINATION.

         12.01 Termination by Mutual Agreement.

         This Agreement may be terminated prior to Closing (i) by mutual
agreement of Seller and Buyer or (ii) by Buyer in the event of a substantial
loss under Section 10. In such event, this Agreement shall terminate and neither
Buyer nor Seller shall have any further obligation or liability to the other
hereunder, except that Sections 14, 15, 16.05, 16.06 and 16.07 of the Agreement
shall survive and continue in full force and effect notwithstanding such
termination.




                                     -37-
<PAGE>   32
         12.02 Buyer's Default.

         Concurrently with the execution of this Agreement, Buyer has delivered
to Seller an irrevocable letter of credit issued by a financial institution
reasonably acceptable to Seller in the amount of $84,000,000 and in the form
attached hereto as Exhibit E (the "Letter of Credit"). In the event that the
transactions contemplated by this Agreement are not consummated on the Closing
Date (if and as extended upon the mutual agreement of Seller and Buyer) due to
Buyer's failure or refusal to close, and all of the conditions specified in
Section 6 shall have been satisfied, Seller shall be entitled, at its sole
option and discretion, either to: (A) draw down the amount of the Purchase
Price, as adjusted in accordance with Section 2.03, under the Letter of Credit
immediately upon tendering to Buyer the instruments and documents specified in
Section 8.01(a), provided that Seller's Closing Notice advised Buyer of
Seller's intent to make such draw in the event Buyer failed or refused to
close; or (B) terminate this Agreement and pursue any and all of its equitable
and legal causes of action against Buyer, provided that Seller's right to
recover damages against Buyer shall not be limited in any respect by the
provisions of Section 11.02 hereof or otherwise, and provided further that the
Letter of Credit shall be returned to the financial institution issuing the
Letter of Credit upon such termination. Payment of a draw under the Letter of
Credit shall not constitute an admission by Buyer of Seller's entitlement to
such funds. Buyer shall have the right to pursue all of its equitable and legal
causes of action against Seller as a result of any such draw and Buyer's right
to recover damages from Seller as a result thereof shall not be limited in any
respect by the provisions of Section 11.02 hereof or otherwise.
         
         12.03 Seller's Default.

         In the event that the transactions contemplated by this Agreement are
not consummated on the Closing Date (if and as extended) due to Seller's
failure or refusal to close, and all of the conditions specified in Section 7
shall have been satisfied, Buyer shall be entitled to pursue any and all of its
equitable and legal causes of action against Seller.
         
         12.04 Termination by Buyer or Seller.

         This Agreement may be terminated by Buyer or Seller at any time after
September 30, 1996 (the "Termination Date") in the event that any condition set
forth in Sections 6 or 7 hereof has not been satisfied or tendered by the party
owing performance for any reason other than a material breach or default by
such party of its respective covenants, agreements, or other obligations under
this Agreement, or waived by the party for whose benefit the condition is
intended. Upon such termination, neither Buyer nor Seller shall have any further
obligation or liability to the other hereunder, except that Sections 14, 15,
16.05, 16.06 and 16.07 of this Agreement shall survive and continue in full
force and effect notwithstanding such termination.




                                     -38-
<PAGE>   33
13.  NOTICE.

         All notices and other communications hereunder shall be in writing and
delivered by one of the following methods of delivery: (i) personally, (ii) by
registered or certified mail, return receipt requested, postage prepaid, (iii)
by overnight courier, or (iv) by legible facsimile transmission, in all cases
addressed as follows:

                      To Buyer:

                      Global Acquisition Partners, L.P.
                      5 West Third Street
                      Coudersport, PA 16915
                      Telecopy: (814) 274-8631
                      Attention: Colin H. Higgin, Esq.

                            With a copy to:

                                    Buchanan Ingersoll Professional Corporation
                                    One Oxford Centre
                                    301 Grant Street, 20th Floor
                                    Pittsburgh, PA 15219-1410
                                    Telecopy: (412) 562-1041
                                    Attention: Bruce I. Booken, Esq.

                      To Seller or Jones:

                      Jones Intercable, Inc.
                      9697 E. Mineral Avenue 
                      Englewood, CO 80112 
                      Telecopy: (303) 799-4675 
                      Attention: President 

                            With a copy to:

                                    Jones Intercable, Inc.
                                    9697 E. Mineral Avenue 
                                    Englewood, CO 80112 
                                    Telecopy: (303) 799-1644 
                                    Attention: General Counsel

or to such address as such party may indicate by a notice delivered to the
other parties hereto. Notice shall be deemed received the same day (when
delivered personally), five (5) days after mailing (when sent by registered or
certified mail) or the next business day (when sent by facsimile transmission
or when delivered BY OVERNIGHT courier). Any party to this Agreement





                                     -39-
<PAGE>   34
may change its address to which all communications and notices may be sent
hereunder by addressing notices of such change in the manner provided.

14.  BROKERAGE COMMISSION.

         Buyer and Seller each represent and warrant that all negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried on by each directly with the other without intervention of any person,
except that Seller has retained The Jones Group, Ltd. (the "Group") as its sole
broker and finder in connection with this Agreement and the transactions
contemplated hereby, and Seller has agreed to pay the entire commission of the
Group. Buyer shall have no liability or responsibility for the commissions
payable to the Group. Each party to this Agreement indemnifies the other and
holds it harmless against and in respect of any claim against the other for
brokerage or other commissions relative to this Agreement and the transactions
contemplated hereby by the indemnifying party's employees, agents or
consultants.
                         
15.   LAWS GOVERNING.

         15.01 Laws Governing.

         The construction, interpretation and enforcement of this Agreement 
and the rights of the parties hereunder shall be governed by the laws of the
State of New York without regard to any jurisdiction's conflicts of law
provisions.

         15.02 Consent to Jurisdiction.

         Each of the parties hereto hereby irrevocably consents and submits to
the nonexclusive personal jurisdiction of the United States District Court for
the Western District of New York and the courts of Erie County, New York over
any suit, action or proceeding under this Agreement, and irrevocably agrees that
all claims with respect thereto may be heard and determined in such
courts. Service of process in any such suit, action or proceeding may be made in
the manner hereinabove set forth for the giving of notices and the same shall
constitute valid personal service for all purposes, each party hereby waiving
personal service by other means.

16.   MISCELLANEOUS.

         16.01 Counterparts; Telecopy.

         This Agreement may be executed in one or more counterparts, each of 
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. Delivery of executed signature pages
hereof by facsimile transmission shall constitute effective and binding
execution and delivery hereof.




                                     -40-
<PAGE>   35
         16.02  Assignment.

         This Agreement may not be assigned by any party hereto without the 
prior written consent of the other parties; provided, however, that Buyer may
assign this Agreement to one or more of the subsidiaries or affiliates of Buyer,
without the prior written consent of Seller, provided Buyer remains primarily
liable to fully perform the terms of this Agreement.

         16.03  Entire Agreement.

         This Agreement is an integrated document, contains the entire agreement
between the parties, wholly cancels, terminates and supersedes any and all
previous and/or contemporaneous oral agreements, negotiations, commitments and
writings between the parties hereto with respect to such subject matter. No
change, modification, termination, notice of termination, discharge or
abandonment of this Agreement or any of the provisions hereof, nor any
representation, promise or condition relating to this Agreement, shall be
binding upon the parties hereto unless made in writing and signed by the
parties hereto, except that termination or notices of termination which may be
effected pursuant to the terms of this Agreement by either party to the
Agreement shall be binding if made in writing and signed by the applicable
party.

         16.04 Interpretation.

         Article titles and headings to Sections herein are inserted for 
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of any of the provisions of this Agreement. All
references to Sections, subsections, Schedules or Exhibits contained in this
Agreement are references to the Sections and subsections of this Agreement and
the Schedules or Exhibits described on the list immediately following the
signature page hereto and attached hereto. All references to the word 
"including" shall have the meaning represented by the phrase "including without
limitation." As used herein, the phrase "after due inquiry" is limited to
inquiry within the organization of Seller or Buyer, as the case may be. As used
herein, the phrase "commercially reasonable efforts" shall not be deemed to
require a party to undertake extraordinary measures, including the initiation
or prosecution of legal proceedings or the payment of amounts in excess of
normal and usual filing and processing fees, if any.

         16.05 Expenses.

         Except as otherwise expressly provided herein, Seller and Buyer each 
will pay all costs and expenses, including any and all legal and accounting
fees, of its performance and compliance with all agreements and conditions
contained herein on its part to be performed or complied with. Seller and Buyer
agree to share equally (i) any sales or transfer taxes, recording fees or other
similar costs or fees payable in connection with the transfer of the Assets to
be Acquired, (ii) the costs and expenses relating to the appraisals performed
pursuant to Section 2.04, and (iii) the fees required under the HSR Act.




                                     -41-
<PAGE>   36
         16.06 Confidentiality.

         Any and all information obtained by Buyer from Seller in connection
with the transactions contemplated by this Agreement which is confidential in
nature (collectively, the "Evaluation Material") shall be kept strictly
confidential by Buyer prior to the Closing Date; provided, however, that any
Evaluation Material may be disclosed to agents, employees, officers, directors,
investors, advisors and other representatives of Buyer who need to know such
Evaluation Material (it being agreed that such representative shall be informed
by Buyer of the confidential nature of such Evaluation Material and shall be
directed to deal with such Evaluation Material confidentially) and, further,
may be disclosed to the extent required by law, including applicable securities
laws, or by written or oral question or request for information or documents in
legal proceedings, interrogatories, subpoenas, civil investigative demands or
similar processes. For purposes of this Agreement, the term "Evaluation 
Material" does not include information which (i) becomes generally available to
the public other than as a result of disclosure by Buyer or any Buyer
representative in violation of the terms hereof, (ii) was available on a
non-confidential basis prior to disclosure to Buyer by Seller or any of their
directors or any of its directors, officers, employees, agents or
representatives, or (iii) becomes available to Buyer on a non-confidential
basis from a source which is not bound by a confidentiality agreement with
Seller.
        
         16.07 Public Announcements.

         Neither Buyer nor Seller shall, without the approval of the other party
(which may not be unreasonably withheld), make any press release or other
public announcement concerning the transactions contemplated by this Agreement,
except as and to the extent that such party shall be so obligated by law
(including any legal obligation imposed on Buyer in connection with its status
as a publicly-held corporation), in which case the other party shall be advised
and Buyer and Seller shall use their reasonable efforts to cause a mutually
agreeable release or announcement to be issued.
         
         16.08 Waivers.

         Any term or provision of this Agreement may be waived, or the time for
its performance may be extended, by the party or parties entitled to the
benefit thereof, but any such waiver must be in writing and must comply with
the notice provisions contained in Section 13. The failure of any party hereto
to enforce  at any time any provision of this Agreement shall not be construed
to be a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.




                                     -42-
<PAGE>   37
         16.09 Partial Invalidity.

         Wherever possible, each provision hereof shall be interpreted in such a
manner as to be effective and valid under applicable law, but in case any one or
more of the provisions contained herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein, unless the deletion of such
provision or provisions would result in such a material change as to cause the
completion of the transactions contemplated hereby to be unreasonable.
         
        16.10 Incorporation by Reference.

        Any and all Schedules, Exhibits, Recitals, statements, reports,
certificates or other documents or instruments referred to herein or attached
hereto are incorporated herein by reference thereto as though fully set forth at
the point referred to in this Agreement.

        16.11 Attorneys' Fees.

        Notwithstanding any other provision of this Agreement, the prevailing
party in any litigation or other legal proceeding between Buyer and Seller with
respect to this Agreement or the transactions contemplated hereby shall be
entitled to recover from the nonprevailing party its reasonable attorneys' fees
and costs of the proceeding.




                                     -43-
<PAGE>   38




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized corporate officers on the day and year first
above written.
         
                                         GLOBAL ACQUISITION PARTNERS, L.P.

                                         By:     /s/ [ILLEGIBLE]
                                                -------------------------------

                                         Title:  General Partner
                                                -------------------------------


                                         CABLE TV FUND 11-B, LTD,

                                         By:  JONES INTERCABLE, INC., 
                                              General Partner



                                         By:     /s/ JAMES B. O'BRIEN
                                               -------------------------------  
                          
                                         Title:  President
                                               -------------------------------

                                         JONES INTERCABLE, INC.



                                         By:     /s/ JAMES B. O'BRIEN
                                               -------------------------------
                                    
                                         Title:  President              
                                               -------------------------------




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