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                                                                   EXHIBIT 10.72

                                                                  EXECUTION COPY

                              1996 INCENTIVE PLAN

                                       OF

                                ETC W/TCI, INC.


              1.     Plan.  This 1996 Incentive Plan of  ETC w/tci, Inc. (the
"Plan") was adopted by the Board of Directors of ETC w/tci, Inc., a Delaware
corporation (the "Company"), to reward certain corporate officers and key
employees of  the Company by enabling them to acquire shares of Common Stock,
par value $.01 per share, of the Company.

              2.     Objectives.  This Plan is designed to attract and retain
key employees of the Company and its Subsidiaries (as hereinafter defined), to
encourage the sense of proprietorship of such employees and to stimulate the
active interest of such persons in the development and financial success of the
Company and its Subsidiaries.  These objectives are to be accomplished by
making Awards (as hereinafter defined) under this Plan and thereby providing
Participants (as hereinafter defined) with a proprietary interest in the growth
and performance of the Company and its Subsidiaries.

              3.     Definitions.  As used herein, the terms set forth below
shall have the following respective meanings:

              "Additional Shares" shall have the meaning set forth in Section
19(a).

              "Affected Participants" shall have the meaning set forth in
Section 15(d).

              "Affiliate" of a Person means any other Person that Controls, is
Controlled  by or is under common Control with, such Person.

              "Agreement Regarding Shares" shall have the meaning as set forth
in Section 21.

              "Authorized Officer" means the Chairman of the Board or the Chief
Executive Officer of the Company (or any other senior officer of the Company to
whom either of them shall delegate the authority to execute any Award
Agreement).

              "Award" means the grant of an Option to a Participant pursuant to
such applicable terms, conditions and limitations as the Committee may
establish in order to fulfill the objectives of the Plan.

              "Award Agreement" means a written agreement between the Company
and a Participant setting forth the terms, conditions and limitations
applicable to an Award.
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              "Business Day" means any day other than a Saturday or Sunday or a
day on which banking institutions in New York, New York are closed for
business.

              "Board" means the Board of Directors of the Company.

              "Calculation Notice" shall have the meaning set forth in Section
15(d).

              "Call" shall have the meaning set forth in Section 15(b).

              "Call Exercise Notice" shall have the meaning set forth in
Section 15(b).

              "Change in Control" shall be deemed to have occurred if (i) any
Person (other than TCI or any subsidiary of TCI) shall acquire Control of the
Company or (ii) any Person or "group" shall acquire Control of TCI if such
Person or "group" does not include as "members" (each within the meaning of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended) either John C. Malone or Bob Magness or their
respective Permitted Transferees.

              "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

              "Coelho Option" shall have the meaning set forth in Section 21.

              "Coelho Option Agreement" shall have the meaning set forth in
Section 21.

              "Committee" means the Board or such committee of the Board as is
designated by the Board to administer the Plan.

              "Common Stock" means the Common Stock, par value $.01 per share,
of the Company.

              "Company" means ETC w/tci, Inc., a Delaware corporation and its
successors.

              "Company Value" shall have the meaning set forth in Section
15(d).

              "Control" means the power, directly or indirectly, to elect at
least a majority of the directors of a Person or the power to direct or cause
the direction of management and polices of such Person, whether by ownership of
voting securities, contract or otherwise.

              "Derivative Securities" shall have the meaning set forth in
Section 19(c).

              "Determination Date" shall have the meaning set forth in Section
15(d).

              "Determination Event" shall have the meaning set forth in Section
15(d).





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              "Determination Period" shall have the meaning set forth in
Section 15(d).

              "Effective Date" has the meaning set forth in paragraph 24
hereof.

              "Employee" means an employee of the Company or any of its
Subsidiaries.

              "Executive" means Tony Coelho.

              "Fair Market Value" of any class or series of capital stock on
any trading day means the average of the high and low reported sales prices
regular way of a share of such class or series as of the end of such trading
day or in case no such reported sale takes place on such trading date the
average of the reported closing bid and asked prices regular way of a share of
such class or series as of the end of such trading day, in either case on a
national securities exchange or the Nasdaq Stock Market, or if the shares of
such class or series are not listed on a national securities exchange or quoted
on such Nasdaq Stock Market, or if the shares of such class or series are not
traded on such national securities exchange or quoted on such Nasdaq Stock
Market on such trading day, the average of the closing bid and asked prices of
a share of such class or series in the over-the-counter market on such trading
day as furnished by any New York Stock Exchange member firm selected from time
to time by the Company, or if such closing bid and asked prices are not made
available by any such New York Stock Exchange member firm on such trading day,
the fair market value of a share of such class or series as reasonably
determined by the Board.

              "Incentive Option" means an Option that is intended to comply
with the requirements set forth in Section 422 of the Code.

              "Marketable Securities" means, as of any date on which it is
necessary to determine whether securities are Marketable Securities, securities
of a corporation domiciled in the United States of America, which securities
are (i) freely tradable (or subject to a Registration Rights Agreement in the
form of Exhibit B hereto) and (ii) listed on a national securities exchange or
quoted on the Nasdaq Stock Market.

              "Nonqualified Stock Option" means an Option that is not an
Incentive Option.

              "Option" means a right to purchase a specified number of shares
of Common Stock at a specified price.

              "Participant" means an Employee to whom an Award has been made
under this Plan.

              "Permitted Transferee" as to any Person means any spouse, child,
adopted child, lineal descendant, sibling or parent (each, a "Family Member")
of such Person, any recipient of securities from such Person pursuant to a
Qualified Domestic Relations Order (as defined in the Code), any trustee of a
trust for the benefit of such Person or his or her Family Members, and any
executor, administrator, trustee or beneficiary of such Person under his or her
will or other instrument taking effect at death or under applicable laws of
inheritance, succession, descent and





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distribution, provided that if such Person is a transferee of a Participant,
such Person agrees in writing to be bound by all the terms and conditions of
the Plan and any applicable Option agreement.

              "Person" means any human being or a corporation, partnership,
limited liability company, trust, unincorporated organization, association or
other entity.

              "Public Offering" means the completion of a sale of shares of
Common Stock of the Company to the public in an underwritten offering with an
aggregate price to the public of not less than $20,000,000 pursuant to a
registration statement which has become effective under the Securities Act of
1933, as amended (excluding registration statements on Form S-4, S-8 or similar
limited purpose forms.)

              "Put" shall have the meaning set forth in Section 15(a).

              "Put Exercise Notice" shall have the meaning set forth in Section
15(a).

              "Subject Shares" shall have the meaning set forth in Section
15(d).

              "Subsidiary" means (i) in the case of  a corporation, any
corporation of which the Company, directly or indirectly, owns shares
representing 50% or more of the combined voting power of the shares of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation, and (ii) in the case of a partnership or other business entity not
organized as a corporation, any such business entity of which the Company
directly or indirectly owns 50% or more of the voting, capital or profits
interests (whether in the form of partnership interests, membership interests
or otherwise).

              "Take Along Notice" shall have the meaning set forth in Section
17(a).

              "TCI" means Tele-Communications, Inc., a Delaware corporation and
its successors.

              "TCI Group" means the group consisting of TCI and any affiliate
of TCI (other than Tony Coelho or the Company) who acquires shares of Common
Stock of the Company.

              "Transfer" means a sale, exchange, pledge, granting of security
interest, assignment or other disposition, whether voluntary or by operation of
law.

              "Unwind" shall have the meaning set forth in Section 15(c).

              "Vested Stock" means, as of any date,  shares of Common Stock
which were acquired upon exercise of an Award granted hereunder, shares of
Common Stock which could be acquired upon exercise of a then exercisable Award
and shares which were acquired upon exercise of preemptive rights (and any
shares of Common Stock issued with respect thereto as a result of
reorganization, recapitalization, dividend, stock split or other similar
event).





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              4.     Eligibility.  Key Employees eligible for Awards under this
Plan are those who hold positions of responsibility and whose performance, in
the judgment of the Committee, can have a significant effect on the success of
the Company and its Subsidiaries.

              5.     Common Stock Available for Awards.  Subject to the
provisions of paragraph 13 hereof, there shall be available for issuance upon
exercise of Awards under this Plan an aggregate of 5,000 shares of Common Stock
of the Company. The number of shares of Common Stock that are the subject of
Awards under this Plan that expire unexercised shall again immediately become
available for Awards hereunder; provided, however, that all shares that are now
or hereafter available for Awards hereunder shall, in certain circumstances as
set forth in the Coelho Option Agreement attached hereto as Exhibit A, be
subject to the Coelho Option as described in Section 21 hereof.  As a condition
to any subsequent award to a Participant, the Committee shall have the right in
its sole discretion, to require such Participant to return to the Company
Awards (other than the Coelho Option) previously granted to such Participant
under the Plan.  Subject to the provisions of the Plan, each Award shall be on
such terms and conditions as are specified by the Committee at the time the new
Award is granted, provided, however, that in no event will the terms and
conditions of such new Award, taken as a whole, be worse from an economic point
of view to the Participant than the previous Award.  The Committee may from
time to time adopt and observe such procedures concerning the counting of
shares against the Plan maximum as it may deem appropriate consistent with the
provisions of the Plan.  The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to file any
required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are
available for issuance pursuant to Awards.

              6.     Administration.

              (a)    This Plan shall be administered by the Committee.

              (b)    Subject to the provisions hereof, the Committee shall have
       full and exclusive power and authority to administer this Plan and to
       take all actions that are specifically contemplated hereby or are
       necessary or appropriate in connection with the administration hereof.
       The Committee shall also have full and exclusive power to interpret this
       Plan and to adopt such rules, regulations and guidelines for carrying
       out this Plan as it may deem necessary or proper, all of which powers
       shall be exercised in the best interests of the Company and in keeping
       with the objectives of this Plan.  The Committee may, in its discretion,
       provide for the extension of the exercisability of an Award, accelerate
       the vesting or exercisability of an Award, waive any restriction or
       other provision of this Plan or an Award or otherwise amend or modify an
       Award in any manner that is either (i) not adverse to the Participant to
       whom such Award was granted or (ii) consented to by such Participant.
       The Committee may correct any defect or supply any omission or reconcile
       any inconsistency in this Plan or in any Award in the manner and to the
       extent the Committee deems necessary or desirable to further the Plan
       purposes.  Any decision of the Committee in the interpretation and
       administration of this Plan shall lie within its sole and absolute
       discretion and shall be final, conclusive and binding on all parties
       concerned.





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              (c)    No member of the Committee or officer of the Company to
       whom the Committee has delegated authority in accordance with the
       provisions of paragraph 7 of this Plan shall be liable for anything done
       or omitted to be done by him or her, by any member of the Committee or
       by any officer of the Company in connection with the performance of any
       duties under this Plan, except for his or her own willful misconduct or
       as expressly provided by statute.

              7.     Delegation of Authority.  Subject to requirements of
applicable law, the Committee may delegate to an Authorized Officer of the
Company its duties under this Plan pursuant to such conditions or limitations
as the Committee may establish.

              8.     Awards.  An Award shall be in the form of an Option.  An
Option awarded pursuant to this Plan may consist of an Incentive Option and/or
a Nonqualified Option.  The price at which shares of Common Stock may be
purchased upon the exercise of an Incentive Option shall be not less than the
greater of the Fair Market Value of the Common Stock on the date of grant and
its par value.  The price at which shares of Common Stock may be purchased upon
the exercise of a Nonqualified Option shall be not less than its par value.
Each Option must provide that it will terminate on August 31, 2001 unless a
Public Offering has occurred.  Subject to the foregoing provisions, the terms,
conditions and limitations applicable to any Options awarded pursuant to this
Plan, including the term of any Options and the date or dates upon which they
become exercisable, shall be determined by the Committee. The Committee shall
designate from time to time the Employees who are to be the recipients of such
Awards.  Each Award may be embodied in an Award Agreement, which shall contain
such terms, conditions and limitations as shall be determined by the Committee
in its sole discretion and shall be signed by the Participant to whom the Award
is made and by an Authorized Officer for and on behalf of the Company.  Awards
may also be made in combination or in tandem with, in replacement of, or as
alternatives to, other grants or rights under this Plan (other than the Coelho
Option) or any other employee plan of the Company or any of its Subsidiaries,
including the plan of any acquired entity.  All or part of an Award may be
subject to conditions established by the Committee, which may include, but are
not limited to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, increases in specified indices,
attainment of specified growth rates and other comparable measurements of
performance.  Upon the termination of employment by a Participant, any
unexercised, deferred, unvested or unpaid Awards shall be treated as set forth
in the applicable Award Agreement and as set forth in Section 5 hereof.

              9.     Stock Option Exercise.  The price at which shares of
Common Stock may be purchased under an Option shall be paid in full at the time
of exercise in cash or, if elected by the optionee, the optionee may purchase
such shares by means of tendering Common Stock or surrendering part of the
instant Award or all or part of another Award, in any case valued at Fair
Market Value on the date of exercise, or any combination thereof.  In addition,
the Committee may in its discretion permit payment to be made by a full
recourse note having such other terms as the Committee may prescribe.  The
Committee shall determine acceptable methods for Participants to tender Common
Stock or other Awards; provided that any Common Stock that is or was the
subject of an Award may be so tendered only if it has been held by the
Participant for six months.  The





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Committee may provide for procedures to permit the exercise or purchase of such
Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award.

              10.    Tax Withholding.  The Company shall have the right to
deduct applicable taxes from any Award payment and withhold, at the time of
delivery of shares of Common Stock under this Plan, an appropriate number of
shares of Common Stock for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes.  The Committee may also permit
withholding to be satisfied by the transfer to the Company of shares of Common
Stock theretofore owned by the holder of the Award with respect to which
withholding is required.  If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when
the tax withholding is required to be made.  The Committee may provide for
loans, on either a short-term or demand basis, from the Company to a
Participant to permit the payment of taxes required by law.

              11.    Amendment, Modification, Suspension or Termination.  The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other
purpose permitted by law, except that no amendment or alteration that would
adversely affect the rights, taken as a whole, of any Participant under any
Award previously granted to such Participant shall be made without the consent
of such Participant and provided, however, that the Plan shall terminate in any
event on September 30, 2001 although Awards granted hereunder need not so
terminate.

              12.    Assignability.  The Committee may prescribe and include in
applicable Award Agreements restrictions on transfer.  Unless otherwise
provided in an Award Agreement, and except in the case of an Incentive Stock
Option, transfer shall be permitted to any Permitted Transferee of a
Participant who agrees in writing to be bound by the terms of such Award
Agreement and this Plan.  Any attempted assignment of an Award or any other
benefit under this Plan in violation of this paragraph 12 shall be null and
void.

              13.    Adjustments.

              (a)    The existence of outstanding Awards shall not affect in
       any manner the right or power of the Company or its stockholders to make
       or authorize any or all adjustments, recapitalizations, reorganizations
       or other changes in the capital stock of the Company or its business or
       any merger or consolidation of the Company, or any issue of bonds,
       debentures, preferred or prior preference stock (whether or not such
       issue is prior to, on a parity with or junior to the Common Stock) or
       the dissolution or liquidation of the Company, or any sale or transfer
       of all or any part of its assets or business, or any other corporate act
       or proceeding of any kind, whether or not of a character similar to that
       of the acts or proceedings enumerated above.

              (b)    In the event of any subdivision or consolidation of
       outstanding shares of Common Stock, declaration of a dividend payable in
       shares of Common Stock or other stock split, then (i) the number of
       shares of Common Stock reserved under this Plan, (ii) the





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       number of shares of Common Stock covered by outstanding Awards in the
       form of Common Stock or units denominated in Common Stock, (iii) the
       exercise or other price in respect of such Awards, and  (iv) the
       appropriate Fair Market Value and other price determinations for such
       Awards shall each be proportionately adjusted by the Committee to
       reflect such transaction.  In the event of any other recapitalization or
       capital reorganization of the Company, any consolidation or merger of
       the Company with another corporation or entity, the adoption by the
       Company of any plan of exchange affecting the Common Stock or any
       distribution to holders of Common Stock of securities or property (other
       than normal cash dividends or dividends payable in Common Stock), the
       Committee shall make appropriate adjustments to (i) the number of shares
       of Common Stock covered by Awards in the form of Common Stock or units
       denominated in Common Stock, (ii) the exercise or other price in respect
       of such Awards, and (iii) the appropriate Fair Market Value and other
       price determinations for such Awards shall each be proportionately
       adjusted by the Committee to reflect such transaction.  In the event of
       a corporate merger, consolidation, acquisition of property or stock,
       separation, reorganization or liquidation, the Committee shall be
       authorized to issue or assume Awards by means of substitution of new
       Awards, as appropriate, for previously issued Awards or to assume
       previously issued Awards as part of such adjustment, subject to the
       provisions of Section 5 hereof.

              14.    Restrictions.  No Common Stock shall be issued with
respect to any Award unless the Company shall be satisfied based on the advice
of its counsel that such issuance will be in compliance with applicable federal
and state securities laws.  Certificates evidencing shares of Common Stock
delivered under this Plan (to the extent that such shares are so evidenced) may
be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law.  The
Committee may cause a legend or legends to be placed upon such certificates (if
any) to make appropriate reference to such restrictions.

              15.    Put and Call Options.

              (a)    Any time after September 30, 2000, each Participant shall
       have the right (the "Put"), exercisable by notice to TCI to such effect
       (a "Put Exercise Notice"), to require the Company to purchase all of the
       Vested Stock then held by such Participant and its Permitted Transferees
       for a purchase price determined in accordance with this Section 15.

              (b)    Except to the extent set forth in a Participant's Award
       Agreement, any time after the termination of the employment of the
       Participant with the Company, the Company will have the right (the
       "Call"), exercisable within 90 days of the date of such termination by
       notice to the Participant to such effect (a "Call Exercise Notice"), to
       require the Participant and its Permitted Transferees to sell all of his
       or her shares of Vested Stock then held by such Participant and its
       Permitted Transferees to the Company as set forth in the Call Exercise
       Notice, for a purchase price determined in accordance with this Section
       15.





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              (c)    On September 30, 2001, each Participant and its Permitted
       Transferees shall be obligated to sell, and TCI shall be obligated to
       purchase (the "Unwind"), all shares of Vested Stock then held by such
       Participant and its Permitted Transferees for a purchase price
       determined in accordance with this Section 15.

              (d)    Whenever an event occurs that requires a purchase price to
       be determined (a "Determination Event"), TCI or the Company, as the case
       may be and all participants who (i) have exercised a Put, or are subject
       to a Call exercised, within 90 days of the first such event to occur
       (the "Determination Period") or (ii) are participating in the Unwind
       (collectively, the "Affected Participants" (which term shall include the
       Executive if he would be deemed to be an Affected Participant hereunder
       by virtue of the occurrence of a "Put", "Call" or "Unwind" under the
       Agreement Regarding Shares)) will use their good faith efforts to
       determine the fair market value for the Vested Shares held by each
       Affected Participant ("Subject Shares") in accordance with the
       provisions of this Section 15(d).  Whenever an action is to be taken or
       determination is to be made by the Affected Participants, it shall be
       taken or made based on the decision of the holders of a majority of the
       Vested Shares held by the Affected Participants.

                     (i)    If TCI or the Company, as the case may be, and the
              Affected Participants are unable to agree on a purchase price for
              the Subject Shares within 45 days after the earlier of (x) the
              conclusion of the Determination Period or (y) the date the Unwind
              occurs (the "Determination Date"), then (A) if the number of
              Vested Shares held by all Affected Participants is less than 2%
              of the total number of shares of Common Stock outstanding
              (including for the purpose of this calculation all Vested Shares
              and all other shares of capital stock of the Company immediately
              convertible into shares of Common Stock), the Company Value (as
              defined below) will be determined in good faith by the Board of
              Directors of the Company and (B) if clause A is not applicable,
              TCI or the Company, as the case may be, and the Affected
              Participants will cause the Company Value (as defined below) as
              of the Determination Date to be determined by a qualified
              appraiser acceptable to TCI or the Company, as the case may be,
              and the Affected Participants.

                     (ii)   If TCI or the Company, as the case may be, and the
              Affected Participants are unable to agree upon a single appraiser
              within 60 days after the Determination Date, each of TCI, or the
              Company, as the case may be, on the one hand, and the Affected
              Participants on the other will have an additional 10 days to
              select one appraiser nationally recognized in valuing enterprises
              such as the Company.  If either fails to appoint an appraiser,
              then the determination of Company Value by the one appraiser
              appointed will be binding.

                     (iii)  Each appraiser will determine the purchase price
              which the Company would receive if the assets and business of the
              Company and its subsidiaries on a consolidated basis were sold to
              a third party in a transaction structured as a sale of all the
              assets and business of the Company and its subsidiaries on a
              consolidated basis as a going concern, without any reduction for,
              or assumption of, and free and clear of, any liens or liabilities
              of the Company and its subsidiaries on a consolidated





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              basis, that is consummated as of the Determination Date (the
              "Company Value").  TCI, or the Company, as the case may be, and
              the Affected Participants will use their reasonable best efforts
              to cause each appraiser to submit to the Company, TCI,  and each
              of the Affected Participants a written report indicating its
              determination of such value within 30 days after the date such
              appraiser is selected.

                     (iv)   If the higher of the two appraisals is 120% or less
              of the lower appraisal, the average of the two will be the
              Company Value.

                     (v)    If the higher of the two appraisals is more than
              120% of the lower appraisal, the Company will immediately notify
              the two appraisers and cause them to appoint a third similarly
              qualified appraiser within 10 days of such notice.  The Company,
              TCI and each of the Affected Participants will use their
              reasonable best efforts to cause such third appraiser (who will
              not be apprised of the determination of the other appraisers) to
              submit a written report to each of them indicating such
              appraiser's determination of the Company Value within 30 days of
              the date such third appraiser is selected.  If three appraisals
              are necessary, then the average of the two appraisals in which
              the determinations of Company Value are closest together will be
              the Company Value or, if the highest and lowest are equidistant
              from the middle determination, then the middle determination will
              be the Company Value.

                     (vi)   With respect to the determination of Company Value
              required in connection with each Determination Event, the Company
              or TCI, as the case may be, on the one hand, and the Affected
              Participants, on the other hand, each will pay the fees and costs
              of the appraiser they appoint and, if a single or third appraiser
              is used, the Company or TCI, as the case may be, and the Affected
              Participants will split the fees and costs of such appraiser, the
              costs to be shared among the Affiliated Participants based upon
              the proportionate pre-tax value they will receive as a result of
              the appraisal process.

                     (vii)  Immediately after the determination of the Company
              Value, the Company will make a calculation reflecting the cash
              distribution that would be made to each of the Affected
              Participants with respect to their Subject Shares if, as of the
              Determination Date, the Company were deemed to have received such
              Company Value in connection with an all-cash sale of its assets
              and business and the Company were then dissolved and liquidated
              in accordance with its certificate of incorporation and
              applicable law.  Such calculation shall not take into account any
              tax benefit or tax cost associated with such sale or liquidation.
              The amount of such theoretical distribution will be the purchase
              price for the Subject Shares.  The Company will promptly give
              notice (the "Calculation Notice") to TCI and each of the Affected
              Participants of the amount of such distribution, including a
              schedule setting forth in reasonable detail the calculation
              thereof.  For purposes of making such calculation,





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              the amount of liabilities, including contingent liabilities,
              deemed to be paid or reserved against by the Company will be
              determined as of the Determination Date on a consolidated basis
              and otherwise in accordance with generally accepted accounting
              principles applied on a basis consistent with those applicable to
              preparation of the Company's financial statements for the most
              recent prior period for which such financial statements were
              prepared.

                     (viii) The closing of any purchase pursuant to this
              Section 15 will be held at the principal office of the Company at
              10:00 a.m., Washington, D.C. time, on the date that is 10 days
              after determination of the purchase price pursuant to this
              Section 15, or if later, five Business Days after all required
              consents from governmental authorities or other third parties
              have been obtained with respect to such transaction.  At the
              closing, the Company will cause the applicable purchase price to
              be delivered to each Affected Participant (less the amount of any
              exercise or purchase price remaining to be paid by such Affected
              Participant with respect to such subject shares, any taxes
              withheld and such Participant's share of any expenses to be paid
              pursuant to Section 15(d)(vi)), and such person will transfer the
              Subject Shares, free and clear of all liens, claims and
              encumbrances and will deliver such stock certificates,
              assignments and other agreements and instruments and will take
              all such other reasonable actions to effect such transfer as the
              Company or TCI may request.  The purchase price for the Subject
              Shares may be paid, at TCI's option, in cash or by delivery of
              such number of shares of Marketable Securities of TCI as equals
              the quotient obtained by dividing the purchase price of the
              Subject Shares by the average Fair Market Value of one share of
              such Marketable Securities over the 10-Trading Day period ending
              on the third Trading Day preceding the date of closing.  In the
              event that TCI elects to deliver Marketable Securities of TCI to
              an Affected Participant pursuant to this Section 15(d), TCI and
              such Affected Participant shall enter into a Registration Rights
              Agreement in substantially the form of Exhibit B hereto and TCI
              shall at the election of the recipient make all necessary
              withholding for taxes in such Marketable Securities.  All
              Affected Participants who receive Marketable Securities shall
              become parties to the same Registration Rights Agreement at such
              time or at the time they receive Marketable Securities.

              16.    Bring Along Right of TCI Group.  Each Award Agreement
shall contain provisions pursuant to which:

              (a)    If one or more members of the TCI Group desires to sell at
       least a majority of the shares of Common Stock of the Company owned by
       all members of the TCI Group to a third party or third parties not
       included in the TCI Group, TCI at its option may require each
       Participant to sell the same percentage of its Vested Stock as the TCI
       Group desires to sell to the purchaser selected by the TCI Group at the
       same price per share of Common Stock of the Company and otherwise on the
       same terms and conditions as TCI.  Upon the closing of any sale of
       shares of Common Stock of the Company pursuant to this Section 16, each
       of the Participants will deliver at the closing certificates or other
       instruments representing such





                                      -11-
<PAGE>   12
       shares of Common Stock of the Company free and clear of any lien, charge
       or encumbrance (except for any of the foregoing which are to be released
       in connection with such closing) duly endorsed or accompanied by stock
       powers executed in blank and such other documents as may be reasonably
       necessary to effect the sale.

              (b)    The TCI Group may exercise its rights pursuant to this
       Section 16 by giving at least 30 days' prior notice to the Company and
       the Participants, which notice will specify in reasonable detail the
       terms of the proposed transaction.

              (c)    The rights granted to the TCI Group under this Section 16
       may only be exercised if no member of the TCI Group has a direct or
       indirect equity interest in the proposed transferee (other than an
       equity interest of 5% or less in a proposed transferee that is a
       publicly held corporation) and if no other rights or consideration
       (other than customary representations and warranties) are given by the
       purchaser to the TCI Group or any of its Affiliates which are not also
       afforded to the Participants.

              17.    Take Along Right of the Participants.  Each Award
Agreement shall contain provisions pursuant to which:

              (a)    To the extent that Section 16 does not apply, each
       Participant will have the right to participate pro rata in any sale of
       shares of Common Stock of the Company by the TCI Group (other than to
       another member of the TCI Group).  The TCI Group will give prompt
       written notice (the "Take Along Notice") to the Company and the
       Participants of any proposed sale subject to this Section 17, which
       notice will set forth (i) the number of shares Common Stock of the
       Company proposed to be sold pursuant to such transaction, (ii) the
       purchase price and all consideration to be received by the TCI Group,
       (iii) a summary of any other material terms, and (iv) copies of all
       documents or drafts thereof relating to the sale and the purchaser.  If
       any Participant elects to exercise the option granted by this Section
       17, he or she must do so by providing the Company and the TCI Group with
       a written notice of acceptance within 15 days after the date of receipt
       of the Take Along Notice, which notice of acceptance will constitute the
       agreement of such Participant to be bound by the terms of such sale.
       The maximum number of shares of Common Stock of the Company to be sold
       by such Participant will be an amount equal to the product of (i) the
       total number of shares of Vested Stock held by such Participant and (ii)
       a fraction, the numerator of which will be the total number of shares of
       Common Stock of the Company to be purchased in the proposed transaction
       as set forth in the Take-Along Notice and the denominator of which will
       be the total number of shares of Common Stock of the Company held by the
       TCI Group.  To the extent that the number of shares of Common Stock of
       the Company desired to be sold by the Participants in accordance with
       the foregoing formula exceeds the number of shares of Common Stock of
       the Company which the purchaser desires to purchase, the number of
       shares of Common Stock of the Company permitted to be sold by each
       member of the TCI Group and each of the Participants electing to
       participate will be reduced pro rata based on the respective number of
       shares of Common Stock of the Company each member of the TCI Group and
       each Participant is seeking to sell to such purchaser.  At a closing,
       the time and





                                      -12-
<PAGE>   13
       place of which will be reasonably specified by the TCI Group, each of
       the Participants electing to participate will deliver certificates
       representing shares of Common Stock of the Company to be sold free and
       clear of any lien, charge or encumbrance whatsoever (except for any of
       the foregoing which are to be released in connection with such closing),
       duly endorsed or accompanied by stock powers executed in blank and such
       other documents as may be reasonably necessary to effect the sale.

              18.    Other Conditions to Transfers: No Voting Agreements.
Anything in this Agreement to the contrary notwithstanding, (i) no Participant
will Transfer shares of Common Stock of the Company to any transferee
(including any Permitted Transferee) unless the transferor delivers to the
Company an opinion of counsel reasonably satisfactory to the Company to the
effect that the proposed Transfer does not violate the Securities Act of 1933,
as amended, or any applicable state law, and (ii) no Participant will effect
any Transfer of any securities issued by the Company in violation of any
applicable state or federal law.  The Company agrees that it will not require
an opinion of counsel for ordinary transaction complying with Rule 144 under
the Securities Act of 1933, as amended.  Except as specifically provided in
this Plan, no Participant will grant any proxy or become a party to any voting
trust or other agreement regarding voting or Transfer of shares of Common Stock
of the Company to the extent that such would conflict with such party's
obligations under this Plan.

              19.    Preemptive Rights.

              (a)    Issue of Additional Shares.  If and whenever the Company
       issues any additional shares of Common Stock of the Company ("Additional
       Shares"), except as provided in this Section 19, each Participant will
       have the right, but not the obligation, to purchase such Additional
       Shares up to an amount sufficient to permit such Participant to maintain
       his or her percentage common equity interest in the Company (based on
       the total number of shares of Vested Shares held by such Participant) at
       the level existing immediately prior to the issuance of the Additional
       Shares.  If the Company desires to issue Additional Shares, it will
       first give notice thereof to each Participant stating the number of
       Additional Shares proposed to be issued, the total consideration to be
       received by the Company upon sale of the Additional Shares and any other
       material terms of the transaction.  Within 30 days after the receipt of
       such notice, each Participant may exercise its rights under this Section
       19 by giving written notice to that effect to the Company.  Failure to
       give such notice within that 30-day period or failure to pay at the
       required time the purchase price for any Additional Shares as to which a
       right to purchase will have been exercised will constitute a waiver of
       the rights granted by this Section 19 as to the particular issuance of
       Additional Shares specified in the Company's notice.  In the event that
       at the conclusion of such 30-day period, any Participant fails to
       exercise his or her rights as to any portion of the Additional Shares he
       or she is entitled to purchase, the Executive shall have the right
       within 5 business days after the expiration of such 30-day period to
       elect to purchase any or all of such Additional Shares by written notice
       to that effect to the Company.  Nothing in this Section 19 will be
       deemed to prohibit sales of Additional Shares to any Participant so long
       as such sales of Additional Shares are conducted in compliance with this
       Section 19.





                                      -13-
<PAGE>   14
              (b)    Per Share Price.  The per share purchase price to be paid
       upon exercise of the rights granted under this Section 19 will be equal
       to the per share consideration at which the Additional Shares are
       offered or proposed to be offered by the Company to another party.  The
       total consideration for which Additional Shares are offered or proposed
       to be offered will be determined as follows: (i) in case of the proposed
       issuance of Additional Shares for cash, the consideration to be received
       by the Company will be the amount of cash for which the Additional
       Shares are proposed to be issued and (ii) in case of the proposed
       issuance of Additional Shares in whole or in part for consideration
       other than cash, the value of the consideration to be received by the
       Company other than cash will be the Fair Market Value of that
       consideration as determined by the Board.

              (c)    Derivative Securities.  If and whenever the Company issues
       any securities convertible into or exchangeable or exercisable for
       Additional Shares or rights or options to subscribe for or to purchase
       Additional Shares ("Derivative Securities"), except as provided in this
       Section 19, each Participant will have the right but not the obligation,
       to purchase Derivative Securities of like kind up to an amount which
       when converted, exchanged or exercised would be sufficient to permit
       such Participant to maintain its percentage common equity interest in
       the Company (based on the total number of Vested Shares held by such
       Participant) at the level existing immediately prior to the issuance of
       the Derivative Securities.  If the Company desires to issue Derivative
       Securities, it will first give notice thereof to each Participant
       stating the number of Derivative Securities proposed to be issued and
       the total consideration to be received by the Company upon sale of the
       Derivative Securities.  Within 30 days after the receipt of such notice,
       each Participant may exercise its rights under this Section 19 by giving
       written notice to that effect to the Company.  Failure to give such
       notice within that 30-day period or failure to pay at the required time
       the purchase price for any Derivative Securities as to which a right to
       purchase will have been exercised will constitute a waiver of the rights
       granted by this Section 19 as to the particular issuance of Derivative
       Securities specified in the Company's notice.   In the event that at the
       conclusion of such 30-day period, any Participant fails to exercise his
       or her rights as to any portion of the Derivative Securities he or she
       is entitled to purchase, the Executive shall have the right within 5
       business days after the expiration of such 30-day period to elect to
       purchase any or all of such Derivative Securities by written notice to
       that effect to the Company.

              (d)    Purchase Price of Derivative Securities.  The purchase
       price to be paid upon exercise of the rights granted under Section 19
       will be in proportion to the consideration proposed to be received by
       the Company upon the original issuance to another party of Derivative
       Securities.  The amount of consideration to be received by the Company
       upon the original issuance of such Derivative Securities will be
       determined in the manner provided in Section 19(b). With respect to
       Derivative Securities convertible into or exchangeable or exercisable
       for Additional Shares, the rights of the Participants will apply only to
       the issuance of such Derivative Securities and the Participants will
       have no rights under this Agreement with respect to the Company's
       issuance of Additional Shares upon the conversion, exchange or exercise
       of such Derivative Securities.





                                      -14-
<PAGE>   15
              (e)    Limitations.  The provisions of this Section 19 will not
       apply to (i) shares of Common Stock of the Company issued as a stock
       dividend to all holders of Shares or upon any subdivision or combination
       of shares of Common Stock of the Company, (ii) securities issued for the
       acquisition by the Company of another entity or business by merger or
       such other transaction as would result in the ownership by the Company
       of not less than a majority of the voting power of the other entity or
       for the purchase of all the assets of an entity or business, (iii)
       shares of Common Stock of the Company or Derivative Securities that are
       sold by the Company pursuant to a registration statement filed under the
       Act, or (iv) shares of Common Stock of the Company or Derivative
       Securities issued to employees of the Company (including shares issued
       pursuant to the Plan) which together with shares of Common Stock of the
       Company issued to the Executive do not exceed 20% of the aggregate of
       the number of shares of Common Stock of the Company issued pursuant to
       the Agreement Among Shareholders plus such shares of Common Stock of the
       Company or Derivative Securities.

              (f)    Terms of Payment of Purchase Price.  Unless otherwise
       agreed to by the parties to this Agreement, the purchase price to be
       paid by each Participant upon exercise of its rights under this Section
       19 will be paid upon terms which are the same as those on which Shares
       or Derivative Securities are sold to the third party purchasers, unless
       those terms provide for payment in a manner which could not be
       duplicated by a Participant, such as the transfer of specific property
       to the Company, in which event such payment will be in cash in an amount
       equal to the Fair Market Value of such specific property as determined
       by the Board.

              20.    Termination of Certain Provisions.  The rights of the
Participants and the TCI Group granted under or pursuant to Sections 15, 16, 17
and 19, will terminate and be of no further force or effect upon the closing of
the Company's initial Public Offering.

              21.    The Coelho Option.  In addition to any rights and
preferences of the Executive set forth in this Plan and set forth in the
Agreement Regarding Shares between the Company and the Executive (the
"Agreement Regarding Shares"), the Company shall, on the Effective Date, grant
to the Executive an option (the "Coelho Option") to purchase certain shares of
capital stock of the Company on the terms and subject to the conditions set
forth in the Coelho Option Agreement attached hereto as Exhibit A (the "Coelho
Option Agreement").  Notwithstanding anything to the contrary herein, the
Coelho Option shall be governed by the Coelho Option Agreement and the
Agreement Regarding Shares.

              22.    Acceleration upon a Change in Control.  In the event a
Change in Control of the Company occurs, unless otherwise specified in the
applicable Award Agreement, all shares of Common Stock subject to outstanding
Awards shall become Vested Stock and each Option may be immediately and freely
exercised by the Participant or such Participant's Permitted Transferees.





                                      -15-
<PAGE>   16
              23.    Governing Law.  This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by
mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of
Delaware.

              24.    Effectiveness. This Plan shall be effective as of April 3,
1996, (the "Effective Date"), the date on which it was approved by the Board of
Directors of the Company.





                                      -16-