<PAGE>   1
                                                                  EXHIBIT 10.75

                                                                  Execution copy


                      INTERMEDIA CAPITAL MANAGEMENT, L.P.

                        AGREEMENT OF LIMITED PARTNERSHIP



                           Dated as of June 10, 1997
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
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<S>           <C>                                                             <C>
ARTICLE 1     General Provisions  . . . . . . . . . . . . . . . . . . . . . .  1
       1.1    Formation of the Partnership  . . . . . . . . . . . . . . . . .  1
       1.2    Name  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
       1.3    Principal Place of Business   . . . . . . . . . . . . . . . . .  1
       1.4    Agent for Service of Process  . . . . . . . . . . . . . . . . .  1
       1.5    Business of the Partnership   . . . . . . . . . . . . . . . . .  1
       1.6    Term of the Partnership   . . . . . . . . . . . . . . . . . . .  2
       1.7    No Prior Agreement or Business Activity   . . . . . . . . . . .  2

ARTICLE 2     Capital Contributions, Withdrawals and Capital Accounts   . . .  2
       2.1    Contributions of Capital  . . . . . . . . . . . . . . . . . . .  2
       2.2    Withdrawals of Capital Accounts   . . . . . . . . . . . . . . .  2
              (a)    In General   . . . . . . . . . . . . . . . . . . . . . .  2
              (b)    Limitations on Withdrawal of Capital Account   . . . . .  2
       2.3    Capital Accounts  . . . . . . . . . . . . . . . . . . . . . . .  3
       2.4    Interest on Capital Accounts  . . . . . . . . . . . . . . . . .  3
       2.5    Obligations of the General Partners   . . . . . . . . . . . . .  3
       2.6    Obligations of the Limited Partner  . . . . . . . . . . . . . .  4

ARTICLE 3     Profits and Losses and Distributions  . . . . . . . . . . . . .  4
       3.1    Allocation of Profits and Losses Between the Partners   . . . .  4
       3.2    Distributions   . . . . . . . . . . . . . . . . . . . . . . . .  7
       3.3    Expenses and Fees   . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE 4     Management of Partnership   . . . . . . . . . . . . . . . . . .  8
       4.1    Management Generally  . . . . . . . . . . . . . . . . . . . . .  8
       4.2    Specific Authority of the Managing General Partner  . . . . . .  8
       4.3    Valuation of Assets   . . . . . . . . . . . . . . . . . . . . .  9
       4.4    Revaluation of Partnership Assets   . . . . . . . . . . . . . .  9
       4.5    Rights of the Limited Partner   . . . . . . . . . . . . . . .   10
              (a)    No Control   . . . . . . . . . . . . . . . . . . . . .   10
              (b)    Voting   . . . . . . . . . . . . . . . . . . . . . . .   10
              (c)    Partner Meetings   . . . . . . . . . . . . . . . . . .   11
              (d)    Bankruptcy or Dissolution of the Limited Partner   . .   11
       4.6    Successor General Partner   . . . . . . . . . . . . . . . . .   11
              (a)    Removal of a General Partner   . . . . . . . . . . . .   11
              (b)    Withdrawal of a General Partner  . . . . . . . . . . .   12
              (c)    Right To Recover Damages   . . . . . . . . . . . . . .   13

ARTICLE 5     Tax Matters and Reports   . . . . . . . . . . . . . . . . . .   13
       5.1    Filing of Tax Returns   . . . . . . . . . . . . . . . . . . .   13
       5.2    Tax Reports to Current and Former Partners  . . . . . . . . .   13
       5.3    Books and Records; Independent Audit; Progress Reports  . . .   13
       5.4    Fiscal Year   . . . . . . . . . . . . . . . . . . . . . . . .   13
       5.5    Method of Accounting  . . . . . . . . . . . . . . . . . . . .   13
       5.6    Tax Matters Partner   . . . . . . . . . . . . . . . . . . . .   14
       5.7    Restriction on General Partner Activity With Respect
              to Publicly Traded Partnerships   . . . . . . . . . . . . . .   14
       5.8    Duties and Obligations of the Managing General Partner
              With Respect to Publicly Traded Partnerships  . . . . . . . .   14

ARTICLE 6     Conflicts of Interest   . . . . . . . . . . . . . . . . . . .   14
       6.1    Contracts With General Partners, Affiliates and the
              Limited Partner   . . . . . . . . . . . . . . . . . . . . . .   14
       6.2    Outside Activities  . . . . . . . . . . . . . . . . . . . . .   14
       6.3    Indemnification of the Partners   . . . . . . . . . . . . . .   15
       6.4    Exculpation   . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE 7     Termination of the Partnership  . . . . . . . . . . . . . . .   15
       7.1    No Dissolution  . . . . . . . . . . . . . . . . . . . . . . .   15
</TABLE>





                                      -i-
<PAGE>   3
<TABLE>
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       7.2    Events of Dissolution   . . . . . . . . . . . . . . . . . . .   16
       7.3    Winding-up  . . . . . . . . . . . . . . . . . . . . . . . . .   16
       7.4    Order of Dissolution  . . . . . . . . . . . . . . . . . . . .   16
       7.5    Termination   . . . . . . . . . . . . . . . . . . . . . . . .   17
       7.6    Orderly Methods of Liquidating Payments   . . . . . . . . . .   17

ARTICLE 8     Transfer Restrictions   . . . . . . . . . . . . . . . . . . .   17

ARTICLE 9     Miscellaneous   . . . . . . . . . . . . . . . . . . . . . . .   18
       9.1    Notices   . . . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.2    Governing Law   . . . . . . . . . . . . . . . . . . . . . . .   18
       9.3    Amendments  . . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.4    Entire Agreement  . . . . . . . . . . . . . . . . . . . . . .   18
       9.5    Waiver of Partition   . . . . . . . . . . . . . . . . . . . .   18
       9.6    Consents  . . . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.7    Successors  . . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.8    Counterparts  . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.9    Pronouns  . . . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.10   Severability  . . . . . . . . . . . . . . . . . . . . . . . .   18
       9.11   Nonrecourse   . . . . . . . . . . . . . . . . . . . . . . . .   19
</TABLE>





                                      -ii-
<PAGE>   4
                      INTERMEDIA CAPITAL MANAGEMENT, L.P.


                        AGREEMENT OF LIMITED PARTNERSHIP



       THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is dated as of
June 10, 1997 and effective as of May 22, 1997, by and between INTERMEDIA
MANAGEMENT, INC., a California corporation, as a general partner (the "General
Partner"), LEO J. HINDERY, JR., an individual, as managing general partner (the
"Managing General Partner"), and TCI ICM I, INC., a Delaware corporation, as a
limited partner (the "Limited Partner").  The General Partner and Managing
General Partner are collectively referred to as the General Partners; the
General Partners and the Limited Partner are collectively referred to as the
Partners; and each of the Partners individually is referred to as a Partner.
In consideration of the mutual promises and agreements herein made and
intending to be legally bound, the Partners hereby agree as follows:

                                   ARTICLE 1

                               General Provisions

       1.1  Formation of the Partnership.  The Partners hereby form a limited
partnership (the "Partnership") under the California Revised Limited
Partnership Act (the "Act") pursuant to the Certificate of Limited Partnership
filed with the California Secretary of State on May 22, 1997.  The Partnership
shall continue without interruption as a limited partnership pursuant to the
Act.

       1.2  Name.  The name of the Partnership shall be:  InterMedia Capital
Management, L.P.  The name of the Partnership may be changed by the Managing
General Partner upon compliance with applicable laws and after notice by the
Managing General Partner to the Limited Partner.

       1.3  Principal Place of Business.  The principal place of business of
the Partnership shall be 235 Montgomery Street, Suite 420, San Francisco,
California 94104.  The principal place of business of the Partnership may be
changed by the Managing General Partner after notice to the Limited Partner.

       1.4  Agent for Service of Process.  The agent for service of process for
the Partnership and his address shall be Leo J. Hindery, Jr., 235 Montgomery
Street, Suite 420, San Francisco, CA 94104.  The agent for service of process
of the Partnership may be changed by the Managing General Partner upon notice
to the Limited Partner.

       1.5  Business of the Partnership.

       (a)    The Partnership is organized for the purpose of (i) acting as a
limited partner of InterMedia Partners, a California limited partnership
("IP-I"), (ii) performing administrative services for the cable television
systems owned and/or operated by IP-I, and (iii) engaging in all necessary and
appropriate activities and transactions as the Managing General Partner may
deem necessary, appropriate or advisable in connection therewith.

       (b)    Pending the investment of Partnership funds as described in
Section 1.5(a), and the distribution of funds as described in Section 3.2, the
Partnership may invest in certificates of deposit and overnight time deposits
in commercial banks with capital and surplus over $100 million, commercial
paper, money market funds, repurchase agreements and U.S. Treasury bills and
other government obligations and any other short-term, investment grade highly
liquid investments.





                                      -1-
<PAGE>   5
       (c)    The Partnership may enter into, deliver and perform all
contracts, agreements and other undertakings and engage in all activities and
transactions that are necessary or appropriate to carry out the foregoing
purposes.  Without limiting the foregoing, the Partnership may:

              (i)  exercise all rights, powers, privileges, and other incidents
       of ownership or possession with respect to Partnership property and
       investments;

              (ii)  borrow or raise money and secure the payment of any
       obligations of the Partnership by mortgage upon, or pledge or
       hypothecation of, all or any part of the assets of the Partnership;

              (iii)  engage personnel, whether part-time or full-time, and do
       such other acts as the Managing General Partner may reasonably deem
       necessary or advisable in connection with the maintenance and
       administration of the Partnership and IP-I and their investments; and

              (iv)  engage attorneys, independent accountants, investment
       bankers, consultants or such other persons for the Partnership and IP-I
       as the Managing General Partner may deem necessary or advisable.

       1.6  Term of the Partnership.  The term of the Partnership shall be from
the date the Certificate of Limited Partnership was filed with the California
Secretary of State until December 31, 2007, unless the Partnership is earlier
dissolved pursuant to Article 7.2.

       1.7  No Prior Agreement or Business Activity.  A certificate of limited
partnership was filed on May 22, 1997 but no partnership agreement, oral or
written, was entered into prior to this Agreement and the Partnership has
conducted no business and the Partners have taken no action on behalf of the
Partnership prior to the date of this Agreement.


                                   ARTICLE 2

            Capital Contributions, Withdrawals and Capital Accounts

       2.1  Contributions of Capital.  The capital contribution of the General
Partner is the cash distribution proceeds it received from InterMedia CM - LP.
The capital contribution of the Managing General Partner is one thousand
dollars ($1,000).  The capital contribution of the Limited Partner is a 1.103%
limited partner interest in IP-I.  No Partner shall be required to make
additional capital contribution except as set forth in this Agreement.

       2.2  Withdrawals of Capital Accounts.

       (a)  In General.  No Partner shall be entitled to withdraw any amount
from its Capital Account without the consent of the other Partner.  In the
event of the withdrawal of any Partner, the withdrawing Partner shall not
otherwise share in the income, gains and losses of the Partnership from the
valuation date of its Partnership Interest and shall not have any other rights
under this Agreement other than payment of its Capital Account.

       (b)  Limitations on Withdrawal of Capital Account.  The right of any
withdrawn Partner or its legal representatives to have distributed the Capital
Account of such Partner is subject to the provision for all Partnership
liabilities in accordance with section 15666 of the Act and for estimates for
contingencies and expenses.  The unused portion of any such estimates shall be
distributed after the need therefor shall have ceased.





                                      -2-
<PAGE>   6
       2.3  Capital Accounts.  The Partnership shall maintain for each Partner
a single, separate capital account (a "Capital Account") regardless of the
class of interests owned by such Partner and regardless of the time or manner
in which such interests were acquired.  The Partnership shall maintain all
Capital Accounts in accordance with the capital accounting rules of section
704(b) of the Internal Revenue Code of 1986 (the "Code") and the Income Tax
Regulations thereunder, including in particular section 1.704-l(b)(2)(iv) of
the Treasury Regulations.

       (a)  In general, under such capital accounting rules, a Partner's
Capital Account shall be (i) increased by the amount of money and the fair
market value (determined in accordance with Section 4.3) of other property (net
of liabilities secured by such contributed property that the Partnership is
considered to take subject to or assume under section 752 of the Code)
contributed by the Partner to the Partnership and allocations to the Partner of
Partnership income and gain (or items thereof), including income and gain
exempt from tax and (ii) decreased by the amount of money and the fair market
value (determined in accordance with Section 4.3) of other property distributed
(net of liabilities secured by such distributed property that the Partner is
considered to take subject to or assume under section 752 of the Code) to the
Partner by the Partnership and allocations to the Partner of Partnership loss
and deduction (or items thereof), including Partnership expenditures not
deductible in computing its taxable income and not properly chargeable to its
Capital Account.

       (b)  When Partnership property is revalued by the Managing General
Partner pursuant to Section 4.4 or is distributed in kind (whether in
connection with dissolution and liquidation of the Partnership or otherwise),
the Capital Accounts of the Partners first shall be adjusted to reflect the
manner in which the unrealized income, gain, loss or deduction inherent in such
property (that has not previously been charged to Capital Accounts) would be
allocated among the Partners if there were a taxable disposition of such
property for its fair market value (determined in accordance with Section 4.3
and taking into account section 7701(g) of the Code) and such income, gain,
loss or deduction had been recognized for federal income tax purposes
immediately upon such distribution or the event requiring such revaluation.

       (c)  Where section 704(c) of the Code applies to Partnership property or
when Partnership property is revalued pursuant to section 1.704-1(b)(2)(iv)(f)
of the Income Tax Regulations, Capital Accounts of the Partners shall be
adjusted in accordance with section 1.704-1(b)(2)(iv)(g) of the Income Tax
Regulations as to allocations to the Partners of depreciation, depletion,
amortization and gain or loss, as computed for book purposes with respect to
such property.

       (d)  The Managing General Partner shall direct the Partnership's
accountant to make all necessary adjustments in each Partner's Capital Account
as required by the rules of section 704(b) of the Code and the Income Tax
Regulations thereunder.

       2.4  Interest on Capital Accounts.  No interest shall be paid on or with
respect to the capital contributions or Capital Account of any of the Partners.

       2.5  Obligations of the General Partners.  Neither the General Partner
nor the Managing General Partner shall be personally obligated to contribute
cash or other assets to the Partnership to make up any reduction in the Capital
Accounts of the Partners either during the term of the Partnership or upon
dissolution, subject to the obligation of the Managing General Partner to
return to the Partnership certain distributions as provided in the Act.





                                      -3-
<PAGE>   7
       2.6  Obligations of the Limited Partner.  Except as otherwise
specifically provided herein, the Limited Partner shall not be personally
obligated for the debts, liabilities and obligations of the Partnership or of
any other Partner, except that the Limited Partner (and any former Limited
Partner) shall be obligated to return to the Partnership certain distributions
made to it as provided in section 15666 of the Act.


                                   ARTICLE 3

                      Profits and Losses and Distributions

       3.1  Allocation of Profits and Losses Between the Partners.  A Partner's
distributive share of the Partnership's total income, gain, loss, deduction or
credit (or items thereof), which total shall be as shown on the annual federal
income tax return prepared by the Partnership's accountants or as finally
determined by the Internal Revenue Service or the courts, and as modified by
the capital accounting rules of section 704(b) of the Code and the Income Tax
Regulations thereunder as implemented by Section 2.3 hereof, as applicable,
shall be determined as provided in this Article 3.

       (a)  Except as otherwise provided in this Section 3.1, items of
Partnership income, gain, loss, deduction and credit shall be allocated among
the Partners in proportion to their percentage interest set forth Exhibit 1
hereto ("Partnership Interest").

       (b)  Solely for tax purposes, in determining each Partner's allocable
share of the taxable income or loss of the Partnership, depreciation,
depletion, amortization and gain or loss with respect to any contributed
property, or with respect to revalued property where Partnership property is
revalued pursuant to section 1.704-1(b)(2)(iv)(f) of the Income Tax
Regulations, shall be allocated to the Partners under the remedial method as
provided in section 1.704-3(d) of the Income Tax Regulations.

       (c)  Notwithstanding anything to the contrary in this Article 3, if
there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt
Minimum Gain (as such terms are defined in sections 1.704-2(b) and
1.704-2(i)(2), respectively, of the Income Tax Regulations) during a
Partnership taxable year, then each Partner shall be allocated items of
Partnership income and gain for such year (and, if necessary, for subsequent
years), to the extent required by, and in the manner provided in, section
1.704-2 of the Income Tax Regulations.  This provision is intended to be a
"minimum gain chargeback" within the meaning of sections 1.704-2(f) and
1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and
implemented as therein provided.

       (d)  Subject to the provisions of Section 3.1(c), but otherwise
notwithstanding anything to the contrary in this Section 3.1(d), if any
Partner's Capital Account has a deficit balance in excess of such Partner's
obligation to restore its Capital Account balance, computed in accordance with
the rules of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations
(including such Partner's share of Partnership Minimum Gain and Partner
Nonrecourse Debt Minimum Gain as provided in sections 1.704-2(g) and
1.704-2(i)(5) of the Income Tax Regulations), then sufficient amounts of income
and gain (consisting of a pro rata portion of each item of Partnership income,
including gross income and gain for such year) shall be allocated to such
Partner in an amount and manner sufficient to eliminate such deficit as quickly
as possible.  This provision is intended to be a "qualified income offset"
within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax
Regulations and shall be interpreted and implemented as therein provided.

       (e)  Subject to the provisions of section 704(c) of the Code and
Sections 3.1(b) through (d) hereof, gain recognized (or deemed recognized





                                      -4-
<PAGE>   8
under the provisions hereof) upon the sale or other disposition of Partnership
property, which is subject to depreciation recapture, shall be allocated to the
Partner who was entitled to deduct such depreciation.

       (f)  Except as otherwise provided in Section 3.1(j), if and to the
extent any Partner is deemed to recognize income as a result of any loans
described herein pursuant to the rules of section 1272, 1273, 1274, 1274A,
7872, 482 or 483 of the Code, or any similar provision now or hereafter in
effect, any corresponding resulting deduction of the Partnership shall be
allocated to the Partner who is charged with the income.  Subject to the
provisions of section 704(c) of the Code and Sections 3.1(b) through (d)
hereof, if and to the extent the Partnership is deemed to recognize income as a
result of any loans described herein pursuant to the rules of section 1272,
1273, 1274, 1274A, 7872, 482 or 483 of the Code, or any similar provision now
or hereafter in effect, such income shall be allocated to the Partner who is
entitled to any corresponding resulting deduction.

       (g)  Except as otherwise required by law, tax credits shall be allocated
among the Partners pro rata in accordance with the manner in which Partnership
profits are allocated to the Partners under this Article 3, as of the time the
credit property is placed in service or, if no property is involved, as of the
time the credit is earned.  Recapture of any tax credit required by the Code
shall be allocated to the Partners in the same proportion in which such tax
credit was allocated.

       (h)  Except as provided in Sections 3.1(f) and 3.1(g) hereof or as
otherwise required by law, if the Partnership Interests of the Partners are
changed herein during any taxable year, all items to be allocated to the
Partners for such entire taxable year shall be prorated on the basis of the
portion of such taxable year which precedes each such change and the portion of
such taxable year on and after each such change according to the number of days
in each such portion, and the items so allocated for each such portion shall be
allocated to the Partners in the manner in which such items are allocated as
provided in this Section 3.1 during each such portion of the taxable year in
question.

       (i)  Any special allocation of income or gain pursuant to Section 3.1(d)
hereof shall be taken into account in computing subsequent allocations of
income and gain pursuant to this Section 3.1 so that the net amount of all such
allocations to each Partner shall, to the extent possible, be equal to the net
amount that would have been allocated to each such Partner pursuant to the
provisions of this Section 3.1 if such special allocations of income or gain
under Section 3.1(d) hereof had not occurred.

              (j)(1)  Items of deduction and loss attributable to recourse
       liabilities of the Partnership (within the meaning of section 1.752-
       1(a)(1) of the Income Tax Regulations, but excluding Partnership
       nonrecourse debt within the meaning of section 1.704-2(b)(4) of the
       Income Tax Regulations), shall be allocated among the Partners in
       accordance with the ratio in which the Partners share the economic risk
       of loss (within the meaning of section 1.752-2 of the Income Tax
       Regulations) for such liabilities.

              (2)  Items of deduction and loss attributable to Partnership
       nonrecourse debt within the meaning of section 1.704-2(b)(4) of the
       Income Tax Regulations shall be allocated among the Partners bearing the
       economic risk of loss with respect to such debt in accordance with
       section 1.704-2(i) of the Income Tax Regulations.

              (3)  Items of deduction and loss attributable to Partnership
       nonrecourse liabilities within the meaning of section 1.704-2(b)(1) of
       the Income Tax Regulations shall be allocated among the Partners
       proportionately in accordance with their Partnership Interests.





                                      -5-
<PAGE>   9
              (4)  All other items of deduction and loss ("Net Loss") shall be
       allocated among the Partners proportionately in accordance with their
       Partnership Interests, except that Net Loss shall not be allocated to
       any Partner to the extent it would create a deficit balance in excess of
       such Partner's obligation to restore its capital account balance
       computed in accordance with the rules of section 1.704-1(b)(2)(ii)(d) of
       the Income Tax Regulations and including such Partner's share of
       Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as
       provided in sections 1.704-2(g) and 1.704-2(i)(5) of the Income Tax
       Regulations.  Any Net Loss which cannot be allocated to a Partner
       because of the limitation set forth in the previous sentence shall be
       allocated first to the other Partner, to the extent such other Partner
       would not be subject to such limitation, and second any remaining amount
       to the other Partner in the manner required by the Code and the Income
       Tax Regulations.

       (k)  Subject to the provisions of Sections 3.1(c) through 3.1(j), items
of income and gain shall be allocated to the Partners in the following
priority:

              (1)    First, to those Partners who have had items of loss or
       deductions allocated to them under section 3.1(j)(1), in the amount of,
       and proportionate to, the amount of such items of loss or deduction
       (provided, however, that no such allocation shall be made with respect
       to previously allocated items of loss or deduction to the extent of any
       income and gains previously deemed recognized under Section 2.3(b)).

              (2)    Second, if allocations of Net Loss have been made to the
       Partners under Section 3.1(j)(4), then in the amount of, and
       proportionate to, the amount of such Net Loss (provided, however, that
       no such allocation shall be made with respect to previously allocated
       items of loss or deduction to the extent of any income and gains
       previously deemed recognized under Section 2.3(b)).

              (3)    Third, the balance among the Partners in proportion to
       their relative Partnership Interests.

       (l)  Notwithstanding Section 3.1(k), but subject to the provisions of
Section 3.1(c) through (j), gain which is recognized (or deemed to be
recognized) upon the sale, exchange or other disposition of any asset of the
Partnership or of any partnership in which the Partnership holds an interest
(whether directly or indirectly), or upon the dissolution of the Partnership or
any Partnership in which the Partnership holds an interest (whether directly or
indirectly), shall be allocated in the following order:

              (1)    First, to the Partners having deficit balances in their
       Capital Accounts (computed after giving effect to all contributions,
       distributions, allocations and other Capital Account adjustments for all
       taxable years, including the year during which such liquidation or
       dissolution occurs and including each Partner's share of Partnership
       Minimum Gain and Partner Nonrecourse Debt Minimum Gain as provided in
       sections 1.704-2(g) and 1.704-2(i)(5) of the Income Tax Regulations, to
       the extent of, and in proportion to, those deficits; and

              (2)    Thereafter, so as to bring the relative credit balance in
       each Partner's Capital Account (computed in the same manner as provided
       parenthetically in the preceding subparagraph (1)), as nearly as
       possible, in proportion to such Partner's Partnership Interests.





                                      -6-
<PAGE>   10
       3.2  Distributions.

       (a)  Subject to Section 3.2(e), prior to dissolution of the Partnership,
the Managing General Partner shall, to the extent of available cash, after
servicing all principal and interest on Partnership debt and provision of
reasonable reserves for expenses and contingencies, distribute in cash, no
later than ninety (90) days after the close of each fiscal year, the excess, if
any, of (i) thirty-five percent (35%) of an amount equal to the excess, if any,
of the cumulative items of income and gain over the cumulative items of
deduction, loss and credit (grossed up to a deduction equivalent at a thirty-
five percent (35%) tax rate) of the Partnership as shown on the federal income
tax returns of the Partnership for all periods over (ii) the sum of amounts
previously distributed pursuant to Section 3.2(a), 3.2(b) or 3.2(c) provided
that the Managing General Partner shall make such distributions on a quarterly
basis as soon as possible to address any quarterly payments of estimated tax of
the partners of the Partners if such early distribution is feasible in terms of
available cash and accurate anticipation of the fiscal year's net tax position.
The Managing General Partner shall adjust the rate of distribution provided in
this Section 3.2(a) to reflect any increases made to the ordinary income and
capital gains tax rates of the Code which may have the effect of requiring the
Partners to pay more taxes on ordinary income or capital gains generated by
Partnership activities.  Distributions pursuant to this Section 3.2(a) shall be
made to the Partners ratably in the proportions in which the net recognized
income and gains (but not income and gains deemed recognized under Section
2.3(b)) for such fiscal periods have been allocated to them for federal income
tax purposes pursuant to this Article 3.  For purposes of this Section 3.2, in
the case of property contributed to the capital of the Partnership, items of
income, gain, deduction and loss shall be computed as if the tax basis of such
property were equal to its fair market value at the time of such contribution.

       (b)  Subject to Sections 3.2(a) and 3.2(e), prior to dissolution of the
Partnership, the Managing General Partner shall distribute the net proceeds
from the sale or other disposition of any investment, after payment of all
indebtedness with respect thereto and less reasonable estimates for expenses,
liabilities, contingencies and working capital requirements, no later than
ninety (90) days after the close of such sale.

       (c)  Subject to the mandatory distribution provisions set forth in
Section 3.2(a) and 3.2(b) and to Section 3.2(e), prior to dissolution of the
Partnership, the Managing General Partner shall distribute no less frequently
than on a quarterly basis cash received by the Partnership from operations, any
transaction not described in Section 3.2(b), and any dividends, interest or
other cash distributions from any corporation or other entity in which the
Partnership has invested and which is not necessary in the reasonable judgment
of the Managing General Partner for the payment of Partnership expenses or debt
or the maintenance of reasonable reserves for expenses, liabilities,
contingencies and working capital requirements to the Partners' Distributions
pursuant to this Section 3.2(c) shall be made to the Partners in proportion to
their positive Capital Accounts balances, to the extent of such balances, and
thereafter in proportion to their Partnership Interests.

       (d)  All distributions made pursuant to this Section 3.2 shall be
treated as a return of Partners' capital contributions until their respective
actual capital contributions are returned in full.  Except as otherwise
provided herein, no Partner shall have a priority over any other Partner as to
returns of capital contributions or as to compensation as a Partner by way of
income.

       (e)  Any other provision of this Agreement to the contrary
notwithstanding, no distribution shall be made which would render the
Partnership insolvent or which is prohibited by the terms of any Partnership
indebtedness;





                                      -7-
<PAGE>   11
provided, however, that the Managing General Partner shall use its reasonable
best efforts to obtain the right to make tax distributions pursuant to Section
3.2 above under the terms of any such indebtedness.

       3.3  Expenses and Fees.  The Partnership shall pay (or reimburse the
General Partners or any affiliate thereof which incurs expenses on behalf of
the Partnership) for any and all expenses relating to the Partnership's
organization, business or operations, including but not limited to the
following expenses:  organizational expenses of the Partnership, interest,
legal, accounting, consulting and investment banking fees and expenses of the
Partnership and preparation of federal and state tax returns.


                                   ARTICLE 4

                           Management of Partnership

       4.1  Management Generally.  Except as otherwise provided herein, the
business of the Partnership shall be conducted and managed by the Managing
General Partner.  The Managing General Partner shall devote as much of its time
as is necessary and its best efforts and skill to the business and affairs of
the Partnership and its management, including the administration of the cable
television systems owned and/or operated by IP-I.  The Managing General Partner
shall have the rights and powers and be subject to all the restrictions and
liabilities of a partner in a partnership without limited partners.

       4.2  Specific Authority of the Managing General Partner.  Except as
otherwise provided herein, the Managing General Partner shall have full power
and authority to do all things and to perform all acts reasonably necessary or
advisable to conduct the business affairs of the Partnership including, without
limitation, full power and authority to take any of the following actions:

              (a)    make decisions, after consultation with the Limited
       Partner, concerning personnel;

              (b)    Employ such agents, consultants, advisers, directors,
       attorneys, accountants, investment bankers and other personnel as may be
       necessary or appropriate for the business of the Partnership on such
       terms and conditions as the Managing General Partner shall determine are
       reasonable;

              (c)    Open, maintain and close bank accounts and draw checks and
       other orders for the payment of money;

              (d)    Collect accounts receivable, income and other payments due
       to the Partnership;

              (e)    Keep the books and records of the Partnership and hire
       independent certified public accountants;

              (f)    Pay accounts payable and other expenses of the
       Partnership;

              (g)    Transfer, hypothecate, compromise or release any
       Partnership claim not exceeding fifty thousand dollars ($50,000);

              (h)  enter into contracts in the ordinary course of the
       Partnership's business and perform the obligations of the Partnership
       undertaken in such contracts, including, without limitation, any
       contract entered into with the Limited Partner or an affiliate of the
       Limited Partner pursuant to Section 6.1;





                                      -8-
<PAGE>   12
              (i)  subject to the Limited Partner voting rights set forth in
       Section 4.5(b), administer the financial affairs of the Partnership,
       make tax elections, including an election or elections under section 754
       of the Code (which election shall be made upon the request of the
       Limited Partner), file all required tax returns relating to the
       Partnership, pay the liabilities of the Partnership and distribute the
       profits of the Partnership to the Partners;

              (j)  subject to the Limited Partner voting rights set forth in
       Section 4.5(b)(xiii), borrow money and make, issue and execute
       promissory notes, drafts, bills of exchange, guarantees, and other
       instruments and evidences of indebtedness in the name of the
       Partnership, including, without limitation, in connection with and as
       part of purchasing assets and securities for the Partnership, and
       mortgage, pledge, assign or grant security interests in all or any part
       of the assets then owned or thereafter acquired by the Partnership in
       connection therewith;

              (k)  cause the Partnership to purchase and maintain any insurance
       in amounts and on terms customary in the industry covering the potential
       liabilities of the Partnership, the Partners, and their partners,
       employees and agents, as well as the potential liabilities of any person
       serving at the request of the Partnership as a director, officer,
       employee, agent, consultant or adviser of any corporation or other
       entity in which the Partnership has an investment;

              (l)  commence or defend litigation that pertains to the
       Partnership or any assets of the Partnership and investigate potential
       claims;

              (m)  execute and file fictitious business name statements and
       similar documents;

              (n)  terminate the Partnership pursuant to Article 7; and

              (o)  execute and deliver all documents and instruments necessary
       or advisable to carry out the foregoing.

       4.3  Valuation of Assets.  An independent appraiser selected by the
Managing General Partner and the Limited Partner shall value the assets of the
Partnership whenever appropriate or requested by a Partner, and whenever else
required by this Agreement or under the Code, and shall within ninety (90) days
of each such date furnish to each Partner a statement showing the value of each
asset and the net worth of the Partnership.  An independent appraiser selected
by the Managing General Partner and the Limited Partner also shall value the
assets of the Partnership as of the date of dissolution and shall as promptly
as practicable thereafter furnish the Partners with the statement showing the
value of each asset and the net worth of the Partnership.  For all purposes of
this Agreement, any assets of the Partnership being distributed in kind shall
be valued as of the date of distribution, and an independent appraiser shall
make such valuation and the Managing General Partner shall as promptly as
practicable thereafter furnish the Partners with a statement showing the value
of such asset.  The value of each asset of the Partnership determined pursuant
to this Section 4.3 shall be conclusive and binding on all of the Partners and
all parties claiming through or under them.

       4.4  Revaluation of Partnership Assets.  The Managing General Partner
shall revalue Partnership property to its fair market value (determined as
provided in Section 4.3) as of the date when any additional or existing Partner
makes a non-pro rata contribution of money or property to the Partnership in
exchange for an interest in the Partnership or when the





                                      -9-
<PAGE>   13
Partnership distributes money or property to a withdrawing or continuing
Partner in exchange for all or part of its interest in the Partnership.

       4.5  Rights of the Limited Partner.

       (a)  No Control.  The Limited Partner shall not take part in the
control, management, direction or operation of the business of the Partnership,
nor have the power to sign documents for or otherwise bind the Partnership.

       (b)  Voting.  The Limited Partner's written consent shall be required
only with respect to those matters expressly set forth in this Agreement and
the following matters, which actions may be taken only with the written consent
of the General Partners (except with respect to the admission of a new general
partner where there is no existing general partner, which action may be taken
without the consent of the General Partners):

              (i)  The amendment of this Agreement pursuant to Section 9.3
       hereof;

              (ii)  The amendment of the allocations and distributions to the
       Limited Partner other than as permitted by Sections 3.1 and 3.2;

              (iii)  The admission of a new general partner where there is an
       existing general partner;

              (iv)  The approval of a transaction in which one of the General
       Partners or any of their affiliates has an actual or potential conflict
       of interest with the Limited Partner or the Partnership and which is not
       permitted by Section 6.1 or 6.2 or otherwise expressly permitted by the
       terms of this Agreement;

              (v)  The continuation of the Partnership to effect an orderly
       dissolution of the Partnership in accordance with Section 7.2;

              (vi)  The sale, exchange or other transfer of assets of the
       Partnership;

              (vii)  The merger of or consolidation of the Partnership with any
       other entity;

              (viii)  The taking of any act that would make it impossible to
       carry on the business of the Partnership except upon the dissolution of
       the Partnership in accordance with this Agreement;

              (ix)  Confessing a judgment against the Partnership in excess of
       fifty thousand dollars ($50,000) or settling a judgment against the
       Partnership in excess of one hundred thousand dollars ($100,000);

              (x)  Using any funds or assets of the Partnership other than for
       the benefit of the Partnership;

              (xi)  Taking any action that would subject the Limited Partner to
       personal liability as a general partner in any jurisdiction;

              (xii)  The making of, execution of, or delivery of any general
       assignment for the benefit of the Partnership's creditors; and





                                      -10-
<PAGE>   14
              (xiii)  Any of the acts set forth in Section 4.2(j).

       (c)  Partner Meetings.  Any Partner may call a Partners' meeting at 235
Montgomery Street, Suite 420, San Francisco, CA 94104 on 48 hours' advance
notice to the other Partners.  Such notice may be either written or oral and
shall designate the date and time of the meeting and the general nature of the
business to be transacted.

       (d)  Bankruptcy or Dissolution of the Limited Partner.  The bankruptcy,
insolvency or dissolution of the Limited Partner shall not result in the
termination of the Partnership.  The interest of the Limited Partner will
continue at the risk of the Partnership business until the dissolution and
winding up of the Partnership.  The legal representative of or successor to the
Limited Partner will succeed to the Limited Partner's interest and rights in
the Partnership, but will not be a substituted Partner without the consent of
the Managing General Partner, which consent shall not be unreasonably withheld.

       4.6  Successor General Partner.

       (a)  Removal of a General Partner.

       (i)  The Limited Partner may initiate removal of a general partner by
delivering written notice to such general partner (x) specifying one or more
grounds for removal that the Limited Partner believes exist, and, (y) if the
notice specifies grounds for removal described in this Section 4.6(a)(i),
selecting an individual to arbitrate whether such grounds exist in accordance
with Section 4.6(a)(ii).  For purposes of this Section 4.6(a), grounds for
removal means conduct by or on behalf of a general partner in connection with
the Partnership that constitutes willful misconduct, bad faith, gross
negligence, reckless disregard of its duties, criminal intent, or a material
breach of this Agreement;

       (ii)  The existence of grounds for removal with respect to matters
described in Section 4.6(a)(i) shall be determined by arbitration.  Within ten
(10) business days after its receipt of the Limited Partner's notice described
in Section 4.6(a)(i), the general partner receiving such notice shall send a
written notice to the Limited Partner selecting a second individual to
arbitrate whether grounds for removal exist.  If such general partner fails to
select a second arbitrator within the time period specified in the preceding
sentence, the existence of grounds for removal shall be determined by the
arbitrator selected by the Limited Partner (and such arbitrator shall be deemed
to be the "arbitration panel" for purposes of this Section 4.6(a)).  If such
general partner selects a second arbitrator within the specified time period,
the existence of grounds for removal shall be determined by an arbitration
panel consisting of the arbitrator selected by the Limited Partner, the
arbitrator selected by the relevant general partner, and a third arbitrator
selected by the two arbitrators previously selected.  None of the arbitrators
selected pursuant to this Section 4.6(a) shall be associated or affiliated with
any of the Partners.  The arbitration panel shall conduct its proceedings in
San Francisco in accordance with the commercial rules of the American
Arbitration Association then in effect and the determination of such panel
shall be final and binding upon and enforceable against all Partners.

       (iii)  If the arbitration panel determines that grounds for removal
exist, then:

              (A)  A successor general partner of the Partnership shall be
       selected by the Limited Partner.  If the Limited Partner does not select
       a successor general partner within sixty (60) days after the
       determination that grounds for removal exist, and there is no remaining
       or surviving general partner, the Partnership shall be dissolved in
       accordance with Article 7.2.





                                      -11-
<PAGE>   15
              (B)  The successor general partner designated in accordance with
       Section 4.6(a)(iii)(A) shall be admitted as a general partner of the
       Partnership and the removed general partner shall be converted into a
       limited partner of the Partnership as set forth in Section
       4.6(a)(iii)(C).  The successor general partner shall, beginning on the
       date of admission, have the same authority and obligations that the
       removed general partner had and shall have such rights to distributions
       and allocations as are determined by the remaining Partners.  Upon the
       admission of the successor general partner, the rights to distributions
       and allocations of the Partners shall be modified to the extent required
       to reflect the rights accorded to the successor general partner.  The
       admission of a successor general partner to the Partnership shall be
       deemed to have occurred prior to the effective date of the conversion of
       the removed general partner.

              (C)  Upon removal of the removed general partner as general
       partner of the Partnership, its interest in the Partnership shall be
       converted to a limited partnership interest and this Agreement shall be
       amended to reflect the events set forth in this Section 4.6.

              (D)  The removed general partner shall remain liable for any
       obligations and liabilities incurred by it as general partner prior to
       the effective date of its removal but shall be free of any and all
       obligations or liabilities incurred on account of the activities of the
       general partner of the Partnership from and after that time.

       (b)  Withdrawal of a General Partner.

       (i)  For purposes of this Section 4.6(b), "withdrawal of a General
Partner" shall include the occurrence of any of the following:

              (A)  any event that causes a general partner to cease to be a
       general partner when there is no remaining or surviving general partner;

              (B)  the bankruptcy, insolvency, or appointment of a trustee to
       manage the affairs of (x) a general partner when there is no remaining
       or surviving general partner, or (y) Robert J. Lewis when the General
       Partner is the sole general partner;

              (C)  the dissolution, whether or not required by operation of law
       or judicial decree, of a general partner;

              (D)  the death of Leo J. Hindery, Jr.;

              (E)  the incapacity of Leo J. Hindery, Jr. such that he is unable
       to perform substantially all of his duties as president and chief
       executive officer of the General Partner for a period of six (6) months;
       or

              (F)  any other event that causes the Managing General Partner to
       cease to be controlled directly or indirectly through one or more
       intermediaries by Leo J. Hindery, Jr..

       (ii)  Upon the withdrawal of a general partner, the provisions of
Section 4.6(a)(iii) shall be complied with; however, the time frame set forth
in Sections 4.6(a)(iii)(A) shall run from the date of withdrawal of such
general partner.





                                      -12-
<PAGE>   16
       (c)  Right To Recover Damages.  (i)  Removal of a general partner
pursuant to this Section 4.6 shall not limit the right of the Partnership or
any Partner to recover any direct compensatory damages suffered by such Partner
as a result of any breach of this Agreement by the removed general partner or
any other person.

       (ii)  Removal of a general partner, except pursuant to the terms of this
Agreement, shall entitle such general partner to receive, in cash compensation,
damages for all direct and indirect economic consequences of such removal,
including, but not limited to, damages for all lost profits.  Such removed
general partner's interest in the Partnership shall be converted to a limited
partnership interest pursuant to Section 4.6(a)(iii)(C).


                                   ARTICLE 5

                            Tax Matters and Reports

       5.1  Filing of Tax Returns.  The Managing General Partner, at the
expense of the Partnership, shall prepare and file, or cause the accountants of
the Partnership to prepare, submit to the Partners for approval and thereafter
file, all required tax returns including a federal information tax return in
compliance with section 6031 of the Code and any required state and local tax
and information returns for each tax year of the Partnership.

       5.2  Tax Reports to Current and Former Partners.  The Limited Partner
will receive unaudited quarterly progress reports on the Partnership within
sixty (60) days of the end of the first three fiscal quarters.  Within ninety
(90) days of the end of each fiscal year, the Partnership shall prepare and
mail, or cause its accountants to prepare and mail, to each Partner and, to the
extent necessary, to each former Partner (or its legal representatives), a
report setting forth in sufficient detail such information as is required to be
furnished to partners by law (e.g., section 6031(b) of the Code and the
regulations thereunder) and as shall enable such Partner or former Partner (or
its legal representatives) to prepare their respective federal and state income
tax or informational returns in accordance with the laws, rules and regulations
then prevailing and any information necessary for such Partner to calculate the
fair market value of its Interest (determined in accordance with Section 4.3).

       5.3  Books and Records; Independent Audit; Progress Reports.  Complete
books and records accurately reflecting the accounts, business and transactions
of the Partnership and Partners of the Partnership shall be maintained and kept
by the Managing General Partner at the Partnership's principal place of
business.  The books and records of the Partnership shall be open at reasonable
business hours on prior appointment for inspection and copying by the Partners.
Notwithstanding anything to the contrary in this Agreement, the Managing
General Partner shall have the right to keep confidential from the Limited
Partner for such period of time as the Managing General Partner deems
reasonable, any information which the Partnership is required by law or by
agreement with a third party to keep confidential and any information which
relates to its purchasing of individual items of programming, plant or
equipment which it reasonably deems confidential.

       5.4  Fiscal Year.  Except as may otherwise be required by the federal
tax laws, the fiscal year of the Partnership for both financial and tax
reporting purposes shall end on December 31.

       5.5  Method of Accounting.  The books and accounts of the Partnership
shall be maintained using the accrual method of accounting for financial
reporting purposes and for tax purposes.  Those documents relating to





                                      -13-
<PAGE>   17
allocation of items of Partnership income, gain, loss, deduction or credit and
Capital Accounts shall be kept under federal income tax accounting principles
as provided herein.

       5.6  Tax Matters Partner.  The Managing General Partner is hereby
designated, and hereby agrees to discharge duly the duties of, the Tax Matters
Partner of the Partnership, as that term is defined in section 6231(a)(7) of
the Code.

       5.7  Restriction on General Partner Activity With Respect to Publicly
Traded Partnerships.  Without the consent of the Limited Partner, no General
Partner shall not have the authority on behalf of the Partnership to:

       (a)    list, recognize, or facilitate the trading of partnership
interests (or any interest therein) on any "established securities market"
within the meaning of section 7704 of the Code, or permit any of its affiliates
to take such actions, if as a result thereof the Partnership might be taxed for
federal income tax purposes as an association taxable as a corporation; or

       (b)    create for the partnership interests (or any interest therein) a
"secondary market (or the substantial equivalent thereof)" within the meaning
of section 7704 of the Code or otherwise permit, recognize or facilitate the
trading of such interests (or any interest therein) on any such market, or
permit any of its affiliates (or to the extent such General Partner has rights
with respect thereto, the selling agents or any of their affiliates) to take
such actions, if as a result thereof the Partnership might be taxed for federal
income tax purposes as an association taxable as a corporation.

       5.8  Duties and Obligations of the Managing General Partner With Respect
to Publicly Traded Partnerships.  The Managing General Partner shall monitor
the transfers of partnership interests to determine if such interests are being
traded on an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" within the meaning of section 7704 of the
Code, and shall take (and cause its affiliates to take) all steps within its
power and authority as are reasonably necessary or appropriate to prevent any
such trading of interests.


                                   ARTICLE 6

                             Conflicts of Interest

       6.1  Contracts With General Partners, Affiliates and the Limited
Partner.  Either General Partner may, on behalf of the Partnership, enter into
contracts with itself, the other General Partner or any of their respective
employees, agents or affiliates.  Either General Partner may, but is not
obligated to, cause the Partnership to enter into contracts with the Limited
Partner, and its partners, employees, agents or affiliates.

       6.2  Outside Activities.  Neither General Partner nor its employees,
agents or affiliates shall be prohibited from participating, directly or
indirectly, in any other enterprise or partnership with the business purpose of
owning or operating cable television systems, television stations or
broadcasting or interests in cable television systems, television stations or
broadcasting.  The Limited Partner (and its partners, employees, agents and
affiliates) may engage in other enterprises, including enterprises in
competition with the Partnership.  No Partner need first offer any investment
opportunities within the scope of the Partnership's business purpose to the
Partnership, but may give or share such investment opportunity to or with one
or more of the following:  any Partner, any officer, director, shareholder,
partner, employee or affiliate of a Partner, any enterprise or partnership in
which a Partner has an interest, or any nonaffiliated person.





                                      -14-
<PAGE>   18
The Limited Partner or the partners, employees, agents or affiliates of the
Limited Partner shall not be prohibited from engaging directly or indirectly in
other activities, or from directly or indirectly purchasing, selling and
holding securities or assets in cable television corporations or systems for
their account or for the accounts of others.  The Limited Partner and the
partners, employees or affiliates of the Limited Partner may invest on its own
or co-invest with the Partnership on a transaction within the scope of the
Partnership's business purpose.  Neither the Partnership nor any other Partner
shall have any right to any income or profit derived by the Limited Partner, or
its partners, employees, agents or affiliates from any enterprise, opportunity
or transactions permitted by this Section 6.2 or Section 6.1.  The Limited
Partner shall have the right to transact business with the Partnership.  The
parties hereto hereby waive, and covenant not to sue on the basis of, any law
(statutory, common law or otherwise) respecting the rights and obligations of
the Partners inter se which is or may be inconsistent with this Section 6.2 or
Section 6.1.

       6.3  Indemnification of the Partners.  The Partnership shall indemnify
and hold harmless the Partners and the partners, employees and agents of the
Partners from and against all liabilities and expenses (including amounts paid
in satisfaction of judgments, in compromises, as fines and penalties, and as
counsel fees) reasonably incurred by any of them in connection with the defense
or disposition of any action, suit or other proceeding, whether civil or
criminal, in which they may be involved or with which they may be threatened,
as a Partner or partner, employee or agent of a Partner or otherwise in
connection with the management of the Partnership, or by reason of being or
having been a Partner or partner, employee or agent of a Partner, or by serving
in such other capacity, except with respect to any matter as to which they
shall have acted in willful misconduct, bad faith, in a grossly negligent
manner or with reckless disregard of the duties of their office, or with
criminal intent.

       6.4  Exculpation.  Neither General Partner nor any partner, employee or
agent of the General Partners or the Partnership shall not be liable to the
Limited Partner or the Partnership for mistakes of judgment or for action or
inaction which such General Partner or any such partner, employee or agent of
such General Partner or the Partnership reasonably believed to be in the best
interests of the Partnership unless such action or inaction constitutes willful
misconduct, bad faith, gross negligence, reckless disregard of its duties or
material breach of this Agreement.  The General Partners may consult with
counsel, accountants and other experts in respect of Partnership affairs and be
fully protected and justified in any action or inaction which is taken in
accordance with the advice or opinion of such counsel, accountants or other
experts, provided that they shall have been selected with reasonable care.
Notwithstanding any of the foregoing to the contrary, the provisions of this
Section 6.4 shall not be construed so as to relieve (or attempt to relieve) the
General Partners and any partner, employee or agent of the General Partners or
the Partnership of any liability, to the extent (but only to the extent) that
such liability may not be waived, modified or limited under applicable law, but
shall be construed so as to effectuate the provisions of this Section 6.4 to
the fullest extent permitted by law.


                                   ARTICLE 7

                         Termination of the Partnership

       7.1  No Dissolution.  The Partnership shall not be dissolved by the
admission of substituted limited partners or by the admission of a new general
partner in accordance with the terms of this Agreement.  The dissolution or
bankruptcy of the Limited Partner shall not cause the dissolution of the
Partnership.





                                      -15-
<PAGE>   19
       7.2  Events of Dissolution.  The Partnership shall dissolve upon (i)
expiration of the term of the Partnership specified in Section 1.6 hereof, (ii)
the removal, withdrawal or cessation of a General Partner as general partner or
the bankruptcy of a General Partner, in each case where there is no remaining
or surviving general partner or if a successor has not been appointed pursuant
to Section 4.6, (iii) dissolution being required by operation of law or
judicial decree, or (iv) the unanimous written consent of the Partners.
Notwithstanding anything to the contrary in this Section 7.2, without the
consent of the Limited Partner, the General Partner agrees not to withdraw as
general partner of the Partnership or to seek partition or dissolution of the
Partnership.  If the General Partner effects such withdrawal or seeks partition
or dissolution of the Partnership in violation of this Agreement, the
Partnership may recover from the General Partner damages for breach of this
Agreement.  Upon dissolution of the Partnership, the Managing General Partner,
or if there is no managing general partner then any remaining general partner
(or their representatives), shall wind up the affairs of the Partnership,
discharge the liabilities of the Partnership, distribute the assets of the
Partnership and terminate the Partnership.

       7.3  Winding-up.  Upon the occurrence of an event of dissolution, the
Partnership shall be wound up and liquidated.  The Managing General Partner or,
if there is no managing general partner or if the Managing General Partner
wrongfully caused the dissolution of the Partnership, a liquidator appointed by
a majority in interest of the remaining Partners, shall proceed with the
dissolution and the final distribution.  In the dissolution, the Managing
General Partner or such liquidator shall use its best efforts to reduce to cash
and cash equivalent items such assets of the Partnership as the Managing
General Partner or such liquidator shall deem it advisable to sell, subject to
obtaining fair value for such assets and any tax or other legal considerations.
A reasonable time shall be allowed for the orderly winding up of the business
and affairs of the Partnership and the liquidation of its assets in order to
minimize any losses otherwise attendant upon such a winding up, provided that
the liquidation is carried out in conformity with the requirements of this
Section 7.3 and section 1.704-1(b)(2)(ii)(b)(2) and (3) of the Income Tax
Regulations.

       7.4  Order of Dissolution.  In settling accounts after dissolution, the
assets of the Partnership shall be distributed as expeditiously as possible in
the following order not later than the end of the taxable year of the
liquidation (i.e., the date upon which the Partnership ceases to be a going
concern as provided in section 1.704-1(b)(2)(ii)(g) of the Income Tax
Regulations), or if later, within ninety (90) days after the date of such
liquidation:

       (a)    To creditors, including the Partners to the extent of any unpaid
expenses or any outstanding loan or advance;

       (b)    To the payment of the costs of winding up the affairs of,
liquidating and dissolving the Partnership including, without limitation,
expenses of selling assets of the Partnership, discharging the liabilities of
the Partnership, distributing the assets of the Partnership and terminating the
Partnership in accordance with Section 7.3 hereof;

       (c)    To the establishment of reasonable reserves to provide for
obligations to creditors;

       (d)    To the Partners with respect to which any other debts of the
Partnership are owing, other than debts arising out of the expulsion of a
Partner;

       (e)  Thereafter, to the Partners in the proportion of their respective
Capital Accounts or as those accounts are determined after all adjustments to
such accounts for the taxable year of the Partnership during which the





                                      -16-
<PAGE>   20
liquidation occurs as are required by this Agreement by section 1.704-1(b) of
the Income Tax Regulations, such adjustments to be made within the time
specified in such Regulations.

       7.5  Termination.  The Partnership shall terminate following its
dissolution and liquidation pursuant to this Article 7 when all of the
Partnership assets as to which it is practicable to do so in the sole
discretion of the Managing General Partner or the liquidator shall have been
converted into cash, the net proceeds therefrom as well as any other assets of
the Partnership, after payment of or due provision for all debts, liabilities
and obligations of the Partnership, shall have been distributed to the Partners
as provided for herein and the Partnership shall have been terminated in the
manner required by the Act.

       7.6  Orderly Methods of Liquidating Payments.  Notwithstanding anything
to the contrary in this Article 7, if required to maximize the proceeds of
liquidation, the Managing General Partner (or the liquidator chosen in
accordance with Section 7.2) may, with the consent of the other Partners,
implement the distribution provisions of Section 7.4 hereof by transfer, on
behalf of the Partners, of the assets of the Partnership to a liquidating
trustee or trustees.


                                   ARTICLE 8

                             Transfer Restrictions

       8.1    No Partner shall sell, assign, mortgage, encumber, hypothecate or
otherwise transfer, whether voluntarily or involuntarily, its interest in the
Partnership or any part thereof, unless (x) any such transferee entity meets
the suitability requirements originally imposed under the subscription
agreement on the transferring Partner and (y) such assignment or transfer will
not (A) violate any applicable federal or state securities laws or regulations,
subject the Partnership to registration as an investment company or election as
a "business development company" under the Investment Company Act; (B) require
the General Partners or any of their partners to register as an investment
adviser under the Investment Advisers Act of 1940; (C) violate any other
federal, state or local laws; (D) effect a termination of the Partnership under
section 708 of the Code; or (E) cause the Partnership to be treated as an
association taxable as a corporation for federal income tax purposes, or
violate this Agreement.  Notwithstanding the preceding sentence, a Partner may
assign, sell, mortgage, encumber, hypothecate or otherwise transfer its
interest in the Partnership (i) to a lender as security in connection with the
financing of the acquisition or operation of one or more cable systems by the
Partnership or (ii) if any such assignment or transfer effects a termination of
the Partnership under section 708 of the Code so long as the transferring
Partner agrees to indemnify and hold harmless the Partnership and all other
Partners against any and all costs and expenses incurred as a direct result of
a termination of the Partnership under section 708 of the Code.  No transferee
or assignee of all or any part of a Partner's interest, other than a transferee
or assignee permitted under this Section 8.1, shall become a Partner without
the prior written consent of the Managing General Partner which consent shall
not be unreasonably withheld.  Any purported transfer of any interest of a
Partner in the Partnership or any part thereof not in compliance with this
Section 8.1 shall be void and of no force or effect and the transferring
Partner shall be liable to the other Partners and the Partnership for all
liabilities, obligations, damages, losses, costs and expenses (including
reasonable attorneys' fees and court costs) arising as a result of such
noncomplying transfer.





                                      -17-
<PAGE>   21
                                   ARTICLE 9

                                 Miscellaneous

       9.1  Notices.  All notices, approvals, consents and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be hand delivered (including by messenger or recognized commercial
delivery or courier service), sent by facsimile transmission or sent by
registered or certified mail, postage prepaid, addressed to the Partner
intended at the address set forth below its name on Exhibit 1 hereto or at such
other address as such Partner may designate by notice given to the other
Partners in the manner aforesaid and shall be deemed given and received on the
date it is delivered, in the case of delivery by hand or by facsimile or, in
the case of delivery by mail, actual delivery as shown by the addressee's
return receipt.  Rejection or other refusal to accept or inability to deliver
because of a change of address of which no notice was given shall be deemed to
be receipt of the notice.

       9.2  Governing Law.  This Agreement and the limited partnership formed
hereby shall be governed by and construed in accordance with the laws of the
State of California.

       9.3  Amendments.  This Agreement may be modified or amended only by an
instrument in writing signed by all Partners.

       9.4  Entire Agreement.  This instrument constitutes the entire agreement
between the Partners with respect to the Partnership and supersede all prior
agreements, understandings, offers and negotiations, oral or written.

       9.5  Waiver of Partition.  Each Partner hereby irrevocably waives any
and all rights that it may have to maintain an action for partition of the
Partnership or any of the Partnership's property.

       9.6  Consents.  All consents, agreements and approvals required or
permitted by this Agreement shall be in writing and a signed copy thereof shall
be filed and kept with the books of the Partnership.

       9.7  Successors.  Subject to Article 8, all rights and duties of the
Partners hereunder shall inure to the benefit of and be binding upon their
respective successors and assigns.

       9.8  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

       9.9  Pronouns.  As used in this Agreement, the masculine, feminine or
neuter gender and the singular or plural number shall each be allowed to
include the others whenever the context so indicates.

       9.10  Severability.  Each provision of this Agreement shall be
considered severable and if for any reason any provision which is not essential
to the effectuation of the basic purposes of the Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable and contrary to
the Act or existing or future applicable law, such invalidity shall not impair
the operation of or affect those provisions of this Agreement which are valid.
In that case, this Agreement shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of any
applicable law, and in the event such term or provision cannot be so limited,
this Agreement shall be construed to omit such invalid or unenforceable
provisions.





                                      -18-
<PAGE>   22
       9.11  Nonrecourse.  Neither the Partnership nor the Partners shall have
recourse to any partner, officer, director or shareholder of any Partner or to
the assets of any partner, officer, director or shareholder of any Partner with
respect to the obligations and liabilities of such Partner under this
Agreement, except that this Section 9.11 shall not limit or impair the exercise
or enforcement of rights and remedies in respect of any agreement to which such
person is a party in accordance with the terms and provisions of such
agreement.

       IN WITNESS WHEREOF, the Partners have executed this Agreement of Limited
Partnership as of the date first hereinabove written.


                                   MANAGING GENERAL PARTNER




                                   By    /s/ LEO J. HINDERY, JR.     
                                      ------------------------------------------
                                                Leo J. Hindery, Jr.


                                   GENERAL PARTNER


                                   INTERMEDIA MANAGEMENT, INC.




                                   By    /s/ LEO J. HINDERY, JR. 
                                      ------------------------------------------
                                                Leo J. Hindery, Jr. 
                                                   President and
                                              Chief Executive Officer


                                   LIMITED PARTNER


                                   TCI ICM I, INC.




                                   By  /s/ STEPHEN M. BRETT
                                      ------------------------------------------

                                           Title  Vice President 
                                                 -------------------------------





                                      -19-
<PAGE>   23
                                        EXHIBIT 1


<TABLE>
<CAPTION>
     Names and Addresses                             Percentage
         of Partners                                  Interest 
     -------------------                             ----------
<S>                                                  <C>
Managing General Partner:                           
                                                    
Leo J. Hindery, Jr.                                      .001%
                                                    
General Partner:                                    
                                                    
InterMedia Management, Inc.                              .001%
235 Montgomery Street, Suite 420                    
San Francisco, CA 94104                             
                                                    
Limited Partner:                                    
                                                    
TCI ICM I, Inc.                                        99.998%
                                                    ---------   
                                                      100%
</TABLE>





                                      -20-