<PAGE>
 
                                                                  Exhibit 2.8

                                                                  EXECUTION COPY
                                                                  --------------







                           ASSET PURCHASE AGREEMENT


                              AS OF JUNE 24, 1998


                                 BY AND AMONG

                             BOOTHEEL VIDEO, INC.,

                              CSC HOLDINGS, INC.,

                            MEDIACOM SOUTHEAST LLC

                                      AND

                                 MEDIACOM LLC
<PAGE>
 
                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

1.   Definitions........................................................    1
     1.01  Certain Definitions..........................................    1
     1.02  Other Definitional Provisions................................   12

2.   Purchase and Sale..................................................   12
     2.01  Transfer of Assets...........................................   12
     2.02  Purchase Price...............................................   12
     2.03  Estimated Statements.........................................   13
     2.04  Post Closing Adjustments.....................................   13
     2.05  Earnest Money Deposit........................................   18
     2.06  Sales and Transfer Taxes.....................................   18
     2.07  Indemnity Escrow.............................................   18
     2.08  Determination and Allocation of Purchase Price...............   19

3.   Representations and Warranties of Seller...........................   19
     3.01  Organization and Authority of Seller.........................   19
     3.02  Legal Capacity; Approvals and Consents.......................   20
     3.03  Financial Statements.........................................   21
     3.04  Changes in Operation.........................................   21
     3.05  Tax Returns..................................................   21
     3.06  Acquired Assets..............................................   22
     3.07  The CATV Business............................................   24
     3.08  Labor Contracts and Actions..................................   27
     3.09  Employee Benefit Plans.......................................   28
     3.10  Contracts and CATV Instruments...............................   29
     3.11  Legal and Governmental Proceedings and Judgments.............   30
     3.12  Finders and Brokers..........................................   30
     3.13  Miscellaneous Assets.........................................   31
     3.14  Characteristics of the CATV Systems..........................   31
     3.15  Insurance....................................................   32
     3.16  Accounts Receivable..........................................   32
     3.17  Overbuilds...................................................   32
     3.18  Intangible Property..........................................   32
     3.19  Retransmission Agreements....................................   33
     3.20  Representation of CSC........................................   33

4.   Representations and Warranties of Buyer............................   33
     4.01  Organization and Authority of Buyer..........................   33





                                      -i-
<PAGE>
 
                                                                         Page
                                                                         ----

     4.02  Legal Capacity;  Approvals and Consents......................   33
     4.03  Legal and Governmental Proceedings and Judgments.............   34
     4.04  Finders and Brokers..........................................   34
     4.05  Buyer Consents...............................................   34
     4.06  Acquisition of Rights........................................   34
     4.07  Representation of Mediacom...................................   35

5.   Covenants..........................................................   35
     5.01  Business of Seller...........................................   35
     5.02  Access to Information........................................   37
     5.03  Notification of Certain Matters..............................   38
     5.04  Forms 394....................................................   38
     5.05  Monthly Financial Statements.................................   38
     5.06  Covenant Not to Compete......................................   38
     5.07  No Solicitation..............................................   39

6.   Deliveries at Closing..............................................   40
     6.01  Deliveries by Seller.........................................   40
     6.02  Deliveries by Buyer..........................................   41

7.   Conditions to the Obligations of Buyer.............................   41
     7.01  Receipt of Consents..........................................   42
     7.02  Seller's Authority...........................................   42
     7.03  Performance by Seller........................................   42
     7.04  Absence of Breach of Warranties and Representations..........   42
     7.05  Absence of Proceedings.......................................   43
     7.06  Maximum Negative Subscriber Adjustment.......................   43

8.   Conditions to the Obligations of Seller............................   43
     8.01  Receipt of Consents..........................................   43
     8.02  Buyer's Authority............................................   43
     8.03  Performance by Buyer.........................................   43
     8.04  Absence of Breach of Representations and Warranties..........   44
     8.05  Absence of Proceedings.......................................   44
     8.06  Maximum Negative Subscriber Adjustment.......................   44

9.   Covenants..........................................................   44
     9.01  Compliance with Conditions...................................   44
     9.02  Compliance with HSR Act and Rules............................   45
     9.03  Applications for Consent to Transfer




                                     -ii-
<PAGE>
                                                                         Page
                                                                         ----

            the Acquired Assets.........................................   46
     9.04  Records, Taxes and Related Matters...........................   47
     9.05  Non-Assignment...............................................   48
     9.06  Use of Names and Logos.......................................   48

10.  Survival of Representations, Warranties, Covenants
      and Other Agreements; Indemnification.............................   49
     10.01  Survival of Representations, Warranties,
            Covenants and Other Agreements..............................   49
     10.02  Indemnification by Seller...................................   49
     10.03  Indemnification by Buyer....................................   50
     10.04  Third Party Claims..........................................   51
     10.05  Environmental Matters.......................................   52
     10.06  Sole Remedy Upon Closing....................................   52

11.  Further Assurances.................................................   53

12.  Closing............................................................   53
     12.01  Closing.....................................................   53
     12.02  Termination.................................................   53
     12.03  Remedies Upon Default.......................................   55
     12.04  Return of Earnest Money Escrow..............................   56

13.  Miscellaneous......................................................   57
     13.01  Amendments; Waivers.........................................   57
     13.02  Entire Agreement............................................   57
     13.03  Binding Effect; Assignment..................................   57
     13.04  Construction; Counterparts..................................   57
     13.05  Notices.....................................................   58
     13.06  Expenses of the Parties.....................................   59
     13.07  Non-Recourse................................................   59
     13.08  Third Party Beneficiary.....................................   59
     13.09  Governing Law...............................................   60
     13.10  Press Releases..............................................   60
     13.11  Severability................................................   60




                                     -iii-
<PAGE>
 
EXHIBIT A     -  List of Communities Served
 
EXHIBIT B     -  Form of Bill of Sale, General Assignment and
                 Instrument of Assumption of Liabilities
 
EXHIBIT C     -  Form of Earnest Money Escrow Agreement
 
EXHIBIT D-1   -  Form of Opinion of Seller's Massachusetts
                 Counsel
 
EXHIBIT D-2   -  Form of Opinion of Seller's Missouri Counsel
 
EXHIBIT D-3   -  Form of Opinion of CSC Holdings, Inc.'s
                 General Counsel
 
EXHIBIT E     -  Form of Opinion of Buyer's Counsel
 
EXHIBIT F     -  Form of Indemnity Escrow Agreement

EXHIBIT G     -  Form of Opinion of FCC Counsel to Seller

EXHIBIT H     -  Form of Earnest Money Letter of Credit

EXHIBIT I     -  Form of Indemnity Letter of Credit












                                     -iv-
<PAGE>
 
Schedule 1.01(a)   -    CATV Licenses
 
Schedule 1.01(b)   -    Current Assets
 
Schedule 1.01(c)   -    Current Liabilities
 
Schedule 1.01(d)   -    Excluded Assets
 
Schedule 1.01(e)   -    Excluded Liabilities
 
Schedule 1.01(f)   -    Permitted Encumbrances
 
Schedule 3.02      -    Seller's Consents and Approvals
 
Schedule 3.05      -    Tax Notices and Assessments
 
Schedule 3.06(b)   -    Real Property
 
Schedule 3.06(d)   -    Environmental Matters
 
Schedule 3.07(c)   -    Notice of Claims or Purported
                        Defaults in CATV Instruments
 
Schedule 3.07(d)   -    Non-Compliance with Communications
                        Act or FCC Regulations                      
 
Schedule 3.09      -    Employee Benefit Plans
 
Schedule 3.10(a)   -    Contracts in Default
 
Schedule 3.10(b)   -    Contracts and CATV Instruments
 
Schedule 3.11      -    Legal Proceedings
 
Schedule 3.13      -    Miscellaneous Assets
 
Schedule 3.14(a)   -    CATV System:  Channel Capacity
 
Schedule 3.14(b)   -    CATV System:  Physical
                        Characteristics







                                      -v-
<PAGE>
 
Schedule 3.15      -    Insurance
 
Schedule 3.17      -    Overbuilds
 
Schedule 3.18      -    Intangibles
 
Schedule 4.05      -    Buyer's Consents and Approvals















                                     -vi-
<PAGE>
 
                            ASSET PURCHASE AGREEMENT
                            ------------------------


     This Asset Purchase Agreement (the "Agreement") is made and entered into as
                                         ---------                              
of June 24, 1998, by and among Bootheel Video, Inc., a Massachusetts corporation
("Seller"), CSC Holdings, Inc., a Delaware corporation ("Cablevision"), Mediacom
  ------                                                 -----------            
Southeast LLC, a Delaware limited liability company ("Buyer") and Mediacom LLC,
                                                      -----                    
a New York limited liability company ("Mediacom").
                                       --------   

                                R E C I T A L S
                                ---------------

     Seller owns and operates cable television systems serving the communities
described in Exhibit A.

     Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
the CATV Business and the assets used or held for the operation thereof in
accordance with the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows, each intending to be legally
bound as and to the extent herein provided.

 1.  Definitions.
     ----------- 

     1.01  Certain Definitions.  For the purposes of this Agreement, the
           -------------------                                          
following terms shall have the meanings set forth below:

     Accounts Receivable:  All active subscriber and advertising accounts
     -------------------                                                 
receivable relating to the CATV Business.

     Acquired Assets:  All of the properties, assets, privileges, rights,
     ---------------                                                     
interests, claims and goodwill, real and personal, tangible and intangible, of
every type and description, including Seller's leasehold interests or rights to
possession, whether owned or leased or otherwise possessed, used or held for use
by Seller in connection with the CATV Business, now in existence or hereafter
acquired by Seller in compliance with the terms of this Agreement prior to the
Closing, including, without limitation, the Accounts Receivable, the CATV
Instruments, the Equipment, the Real Property,
<PAGE>
 
the Contracts, the Inventory and the Intangible Property; provided that Acquired
Assets shall exclude the Excluded Assets and any assets disposed of prior to the
Closing in the usual and ordinary course of business and not in violation of
this Agreement.

     Agreement:  This Agreement and the Schedules and Exhibits attached hereto.
     ---------                                                                 

     Asserted Claim:  As defined in Section 10.04.
     --------------                               

     Assumed Liabilities:  All liabilities, obligations and commitments of
     -------------------                                                  
Seller (a) under the CATV Instruments, the CATV Licenses, the Equipment, the
Real Property, the Contracts, the Inventory, the Intangible Property and any
other Acquired Assets attributable to periods on and after the Closing Date, (b)
arising out of Buyer's ownership of the Acquired Assets attributable to periods
on and after the Closing Date and (c) to the extent (and only to the extent)
constituting Current Liabilities that are included in the Final Working Capital
Statement.

     Basic Subscriber:  As at any date of determination thereof, the sum of (a)
     ----------------                                                          
the total number of households (exclusive of accounts which are provided free
service as a courtesy and "second outlets," as such term is commonly understood
in the cable television industry, and exclusive of customers billed on a bulk-
billing or commercial-account basis and exclusive of senior citizen subscribers
that do not pay the regular monthly rate in respect of the service provided)
subscribing on such date to at least the most basic tier of service offered by
the CATV System and paying undiscounted regular monthly service fees and charges
imposed in respect of such service, and, if also subscribing to the expanded
basic tier, also paying undiscounted regular monthly service fees and charges
imposed in respect of such service, each of which has paid in full without
discount at least one monthly bill generated in the ordinary course of business,
none of which is pending disconnection for any reason, none of which is, as of
the date of determination, delinquent in payment for services for more than
sixty (60) days (measured from the first day of the month in which the service
with respect to which an unpaid billing statement relates was provided); and (b)
the total number of Equivalent Subscribers on such date; provided, there

                                      -2-
<PAGE>
 
shall be excluded from the definition of Basic Subscriber any subscriber who
comes within the definition of Basic Subscriber because (i) its account has been
compromised or written off within the twelve (12) month period preceding the
date of determination, other than in the ordinary course of business consistent
with past practices for reasons such as service interruption or waiver of late
charges but not for the purpose of making it qualify as a Basic Subscriber or
(ii) it was obtained through offers made, promotions conducted or discounts
given which were designed to temporarily increase the number of Basic
Subscribers.

     Basic Subscriber Estimate:  As defined in Section 2.03.
     -------------------------                              

     Basic Subscriber Statement:  As defined in Section 2.04(b).
     --------------------------                                 

     Benefit Plans:  As defined in Section 3.09(a).
     -------------                                 

     Buyer:  As defined in the Preamble to this Agreement.
     -----                                                

     Buyer Required Consents:  The Consents designated by Buyer by the letter
     -----------------------                                                 
"B" on Schedules 3.02 and 4.05.

     Buyer Indemnified Party:  As defined in Section 10.03(a).
     -----------------------                                  

     Buyer's Basket:  As defined in Section 10.02(c).
     --------------                                  

     Buyer's Counsel:  Cooperman Levitt Winikoff Lester & Newman, P.C.
     ---------------                                                 

     Buyer's Working Capital Objection:  As defined in Section 2.04(a).
     ---------------------------------                                 

     Cablevision:  As defined in the Preamble to this Agreement.
     -----------                                               

     CATV:  Cable television.
     ----                    

     CATV Business:  The CATV business to be transferred to Buyer, currently
     -------------                                                          
owned and operated by Seller, which consists of the transmission, distribution
and local origination of audio and video signals over the CATV System used by
the CATV business located in the System Area.

                                      -3-
<PAGE>
 
     CATV Instruments:  All franchises, ordinances or licenses granted to Seller
     ----------------                                                           
by any Governmental Authority; permits for wire crossings over or under
highways, railroads, and other property; construction permits and certificates
of occupancy; business radio, Earth Station and other FCC licenses; pole
attachment and other Contracts with utilities; federal, state, county and
municipal permits, orders, variances, exemptions, approvals, consents, licenses
and other authorizations; lease access agreements; and all other approvals,
consents and authorizations used or held for use in the CATV Business.

     CATV Licenses:  The franchises and licenses issued by any Governmental
     -------------                                                         
Authority and the licenses issued by the FCC used in the CATV Business as
presently conducted by Seller, all of which are listed in Schedule 1.01(a).

     CATV System:  A complete CATV reception and distribution system consisting
     -----------                                                               
of one or more head-ends, one or more microwave receive sites, trunk cable,
subscriber drops and associated electronic equipment, which is, or is capable of
being, operated as an independent system without inter-connections to other
systems.

     Closing:  A meeting for the purpose of concluding the transactions
     -------                                                           
contemplated by this Agreement held at the place and on the date fixed in
accordance with Section 12.01.

     Closing Date; Date of Closing:  The date fixed for the Closing in 
     -----------------------------                                              
accordance with Section 12.01.

     Code:  The Internal Revenue Code of 1986, as amended.
     ----                                                 

     Communications Act:  As defined in Section 3.07(d).
     ------------------                                

     Consents:  Any registration or filing with, consent or approval of, notice
     --------                                                                 
to, or action by any Person or Governmental Authority required to permit the
transfer of the Acquired Assets to Buyer, the assumption by Buyer of the Assumed
Liabilities, or the performance by Seller or Buyer of any of their respective
other obligations under this Agreement.

     Contract:  Any contract (other than a programming contract), mortgage, deed
     --------                                                                   
of trust, bond, indenture, lease,

                                      -4-
<PAGE>
 
license, note, certificate, option, warrant, retransmission agreement, must-
carry election and lease access agreement (but only to the extent such agreement
or election is assignable in accordance with its terms), right, or other
instrument, document or written agreement relating to the CATV Business to which
Seller is a party or by which Seller or the assets of Seller included within the
CATV Business are bound, excluding any CATV Instrument.

     Copyright Act:  As defined in Section 3.07(e).
     -------------                                 

     Covenantors:  As defined in Section 5.06.
     -----------                              

     CPA Firm:  As defined in Section 2.04(a).
     --------                                 

     Current Assets:  Means one hundred percent (100%) of Accounts Receivable
     --------------                                                          
that are sixty (60) days or less past due and zero percent (0%) of Accounts
Receivable more than sixty (60) days past due (measured in each case from the
first day of the month in which the service with respect to an unpaid billing
statement relates was provided), plus all deposits with utilities, under leases
or related to guides, billing service (to the extent the contract pursuant to
which such service is provided is assigned to Buyer), postage, the pro rata
portion of any prepaid taxes in respect of the Acquired Assets, all prepaid
expenses, including in respect of pole rental or equipment maintenance
agreements that are Acquired Assets, and in respect of rent, postage,
promotional expenditures, guides, security service or two-way radio, and other
current assets (exclusive of Inventory), in each case relating to the CATV
Business and each as determined in accordance with GAAP (unless otherwise
specified herein) and consistent with Schedule 1.01(b) hereto but excluding any
such assets that are also Excluded Assets, which Schedule sets forth the type
and amounts of Current Assets as of March 31, 1998.

     Current Liabilities:  Means accounts payable and accrued expenses relating
     -------------------                                                      
to the CATV Business and determined in accordance with GAAP, and consistent with
Schedule 1.01(c) hereto, which Schedule sets forth the type and amounts of
Current Liabilities as of March 31, 1998; provided, however, that there shall be
                                          --------  -------                     
excluded from Current Liabilities any payable or expense that relates to a
contract commitment or

                                      -5-
<PAGE>
 
arrangement, or other asset of Seller which is not being transferred to Buyer
hereunder.

     DOJ:  The United States Department of Justice.
     ---                                           

     Earnest Money Escrow:  As defined in Section 2.05.
     --------------------                              

     Earnest Money Escrow Agent:  As defined in Section 2.05.
     --------------------------                              

     Earnest Money Escrow Agreement:  As defined in Section 2.05.
     ------------------------------                               

     Earth Station:  A satellite earth receiving station consisting of one or
     -------------                                                          
more "dish" antennas, usually operated in conjunction with a building which
houses electronic signal processing and amplification equipment, all of which is
also referred to as a "head end".

     Employees:  Means all employees of Seller employed in the operation of the
     ---------                                                                 
CATV Business.

     Encumbrances:  Means any security agreement, conditional sale or other 
     ------------                                                               
title retention agreement, any lease, consignment or bailment given for purposes
of security, any lien, mortgage, pledge, encumbrance, adverse interest,
constructive trust or other trust, attachment, exception to or defect in title
or other ownership interest (including, but not limited to, reservations, rights
of entry, possibilities of reverter, encroachments, easements, rights-of-way,
rights of first refusal, restrictive covenants, leases, and licenses) of any
kind that otherwise constitutes an interest in or claim against property,
whether arising pursuant to any Law, under any Contract or otherwise.

     Environmental Law:  Means any Law governing the protection of the
     -----------------                                                 
environment (including air, water, soil and natural resources) or the use,
storage, handling, release or disposal of any hazardous or toxic substance.

     Environmental Reports:  As defined in Section 10.05.
     ---------------------                               

     Equipment:  All tangible personalty; electronic devices; towers; trunk and
     ---------                                                                 
distribution cable; decoders and spare decoders for scrambled satellite signals;
amplifiers; power

                                      -6-
<PAGE>
 
supplies; conduit; vaults and pedestals; grounding and pole hardware; installed
subscriber's devices (including, without limitation, drop lines, converters,
encoders, transformers behind television sets, remote controls and fittings);
"head-ends" and "Hubs" (origination, transmission and distribution system)
hardware; tools; spare parts; maps and engineering data; vehicles; supplies,
tests and closed circuit devices; furniture and furnishings; billing equipment,
telephonic equipment and other equipment owned by Seller and used primarily in
the CATV Business whether or not located at the CATV System; and all other
tangible personal property and facilities owned by Seller and used in the CATV
Business.

     Equivalent Subscriber:  At any date of determination thereof, the number of
     ---------------------                                                      
Equivalent Subscribers in the CATV System shall be equal to the quotient of (a)
the aggregate billings by the CATV System for basic and expanded basic service
provided by the CATV System based on billing reports prepared in the ordinary
course of business, during the last full month ending on or prior to such date,
to residential multiple dwelling units, commercial accounts, other subscribers
that are billed for such service on a bulk basis and single family households
(including senior citizen subscribers that do not pay the regular monthly rate
in respect of the service provided) which pay less than the CATV System's
regular monthly rate for basic and expanded basic service and are not included
in clause (a) of the definition of "Basic Subscriber" above, divided by (b) the
CATV System's regular monthly subscriber rate for basic and expanded basic
service. For purposes of the foregoing, there shall be excluded (A) all billings
from premium services, installation or other non-recurring charges, converter
rental or from any outlet or connection other than the first or from any pass-
through charge for sales taxes, line-itemized franchise fees, fees charged by
the FCC and the like, and (B) all billings to a commercial or bulk account or
discounted family household (i) which has not paid in full at least one (1)
monthly bill generated in the ordinary course of business, (ii) which is
delinquent in payment for services for more than sixty (60) days measured from
the first day of the month in which the service with respect to which an unpaid
billing statement relates was provided (exclusive of account balances of $8.00
or less attributed to late fees) based on billing reports prepared in the
ordinary course of business, (iii) which is

                                      -7-
<PAGE>
 
pending disconnection for any reason or (iv) which was obtained through offers
made, promotions conducted or discounts given which, in each case, were designed
to temporarily increase the number of Basic Subscribers.

     ERISA:  The Employee Retirement Income Security Act of 1974, as the same
     -----                                                                   
has been and may be amended from time to time.

     ERISA Affiliate:  As defined in Section 3.09(c).
     ---------------                                 

     Estimated Working Capital Amount:  Means (i) if Current Liabilities exceed
     --------------------------------                                          
Current Assets as reflected on the Estimated Working Capital Statement, such
excess, expressed as a negative number, or (ii) if Current Assets exceed Current
Liabilities as reflected on the Estimated Working Capital Statements, such
excess, expressed as a positive number.

     Estimated Working Capital Statement:  As defined in Section 2.03.
     -----------------------------------                               

     Excluded Assets:  Means (i) the corporate and financial books, records and
     ---------------                                                           
documents of Seller (including tax records), (ii) all cash and cash equivalents,
(iii) all current assets (other than Inventory) of Seller (determined in
accordance with GAAP) as of the Closing Date that are not included in Current
Assets, (iv) all agreements of Seller other than those relating to the CATV
Business and including any agreements in respect of borrowings of Seller, (v)
all claims (other than such as are included in Current Assets) with respect to
tax abatements and refunds relating to periods prior to the Closing Date, (vi)
programming agreements (other than assignable retransmission consents, must
carry elections and lease access agreements applicable to the CATV Business),
(vii) Benefit Plans and interests in multi-employer  plans, (viii) insurance
policies, (ix) bonds, (x) the name "Cablevision" or "Cablevision Systems" and
all logos, trademarks and intellectual property associated with such names and
(xi) the assets and properties of Seller listed on Schedule 1.01(d).

     Excluded Liabilities:  Means all liabilities, obligations and commitments
     --------------------                                                     
of Seller, other than the Assumed Liabilities, including, but not limited to,
all liabilities, obligations

                                      -8-
<PAGE>
 
and commitments arising out of or relating to Seller's ownership of the Acquired
Assets and operations of the CATV Business attributable to periods prior to the
Closing Date, any taxes not in respect of the Acquired Assets, indebtedness for
money borrowed, obligations to Seller's officers, directors and advisors,
obligations relating to Excluded Assets, and the liabilities, obligations and
commitments of Seller identified on Schedule 1.01(e) in each case other than any
Current Liabilities taken into account in determining the Final Working Capital
Amount.

     FCC:  The Federal Communications Commission.
     ---                                         

     Final Basic Subscriber Statement:  As defined in Section 2.04(b).
     --------------------------------                                 

     Final Subscriber Adjustment:  An amount equal to (i) if the number of
     ---------------------------                                          
actual Basic Subscribers as determined by the Final Basic Subscriber Statement
is less than 3,679, then $1,289 times the difference between 3,679 and such
number of actual Basic Subscribers, presented as a negative amount or (ii) if
the number of actual Basic Subscribers as determined by the Final Basic
Subscriber Statement is more than 4,079, then $1,289 times the difference
between such number of actual Basic Subscribers (but not exceeding 4,260) and
4,079, presented as a positive amount.

     Final Working Capital Amount:  Means (i) if Current Liabilities exceed
     ----------------------------                                            
Current Assets as reflected on the Final Working Capital Statement, such excess,
expressed as a negative number, or (ii) if Current Assets exceed Current
Liabilities as reflected on the Final Working Capital Statements, such excess,
expressed as a positive number.

     Final Working Capital Statement:  As defined in Section 2.04(a).
     -------------------------------                                   

     FTC:  The Federal Trade Commission.
     ---                                

     GAAP:  Means U.S. generally accepted accounting principles consistently
     ----                                                                   
applied.

     Governmental Authority:  Means the Federal Government, any state, county,
     ----------------------                                                   
municipal, local or foreign government and

                                      -9-
<PAGE>
 
any governmental agency, bureau, court, tribunal, department, board, commission,
authority or body or any arbitrators or panel of arbitrators having jurisdiction
with respect to a particular matter.

     Hazardous Substance:  Means any substance listed, defined, designated or
     -------------------                                                     
classified as hazardous, toxic or radioactive under any applicable Environmental
Law, including petroleum and petroleum related products.

     HSR Act and Rules:  The Hart-Scott-Rodino Antitrust Improvements Act of
     -----------------                                                      
1976 and the rules and regulations promulgated thereunder, as from time to time
in effect prior to the Closing.

     HSR Report: The Notification and Report Form for certain mergers and
     ----------                                                          
acquisitions mandated by the HSR Act and Rules.

     Indemnitee:  As defined in Section 10.04.
     ----------                               

     Indemnitor:  As defined in Section 10.04.
     ----------                               

     Indemnity Escrow:  As defined in Section 2.07.
     ----------------                              

     Indemnity Escrow Agent:  As defined in Section 2.07.
     ----------------------                              

     Intangible Property:  The copyrights, patents, trademarks, service marks
     -------------------                                                      
and trade names used in the CATV Business and all applications for, or licenses,
permits or other rights to use any thereof, and the value associated therewith,
which are owned, used or held for use by Seller and used in the CATV Business.

     Inventory:  Means all inventory as defined under GAAP, plus, without
     ---------                                                           
limitation, all supplies, all maintenance equipment, all uninstalled converters
and other uninstalled subscriber devices, all cables and all amplifiers owned by
Seller on the Closing Date as determined by Seller's inventory control systems
and used in the CATV Business.

     Judgment:  Any judgment, writ, order, injunction, award or decree of or by
     --------                                                                  
any court, or judge, justice or magistrate, including any bankruptcy court or
judge, and any order of or by any Governmental Authority.

                                      -10-
<PAGE>
 
     Law:  The common law and any statute, ordinance, code or other law, rule,
     ---                                                                      
regulation, order, technical or other standard, requirement or procedure
enacted, adopted, promulgated, applied or followed by any Governmental Authority
or court, including, without limitation, Judgments and the CATV Licenses.

     LMDS:  As defined in Section 5.06(a).
     ----                                 

     Losses:  As defined in Section 10.02(a).
     ------                                  

     Material Adverse Effect:  Means a material adverse effect on the assets,
     -----------------------                                                 
financial condition or results of operations of the CATV System taken as a whole
other than any such effect resulting from changes in general economic or
political conditions or legal, governmental, regulatory or competitive factors
affecting CATV systems operators generally.

     Material CATV Instruments:  Means all franchises, FCC Licenses and pole
     -------------------------                                              
attachment agreements that are used in the CATV Business as presently conducted
and any other CATV Instruments that are used in the CATV Business as presently
conducted, the loss of which would materially and adversely affect or interfere
with the operation of the CATV System as presently conducted.

     Material Contracts:  Means the leases in respect of Real Property on
     ------------------                                                  
Schedule 3.06(b) (or any replacements thereof) and any other Contracts requiring
in any calendar year payments or receipts exceeding $10,000 individually and
that cannot be terminated on thirty (30) days' notice without liability.

     MMDS:  As defined in Section 5.06(a).
     ----                                 

     Organizational Documents:  As defined in Section 3.02(b).
     ------------------------                                 

     Outside Date:  As defined in Section 12.01.
     ------------                               

     Overdue Receivables:  The Accounts Receivable for which Buyer is paying
     -------------------                                                    
Seller zero percent (0%) of face value under Section 2.02 and the definition of
Current Assets.

     Permitted Encumbrances:  Means those Encumbrances set forth in Schedule
     ----------------------                                                 
1.01(f) hereto and all other Encumbrances,

                                      -11-
<PAGE>
 
if any, which do not materially detract from the value of the tangible property
subject thereto and which do not materially interfere with the present and
continued use of such property in the operation of the CATV Business.

     Person:  Any natural person, Governmental Authority, corporation, general
     ------                                                                   
or limited partner, partnership, joint venture, trust, association, limited
liability company or unincorporated entity of any kind.

     Preliminary Working Capital Statement:   As defined in 2.04(a).
     -------------------------------------                          

     Purchase Price:  As defined in Section 2.02.
     --------------                              

     Real Property:  All realty, fixtures, easements, rights-of-way, leasehold
     -------------                                                            
and other interests in real property, buildings and improvements owned, used or
held for use in the CATV Business.

     Required Consents:  The Consents designated as Buyer Required Consents and
     -----------------                                                         
Seller Required Consents on Schedules 3.02 and 4.05.

     Seller:  As defined in the Preamble to this Agreement.
     ------                                                

     Seller Required Consents:  The Consents designated by Seller by the letter
     ------------------------                                                  
"S" on Schedules 3.02 and 4.05.

     Seller Indemnified Party:  As defined in Section 10.02(a).
     ------------------------                                  

     Seller's Basket:  As defined in Section 10.03(c).
     ---------------                                  

     Seller's FCC Counsel: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
     --------------------                                                     

     Seller's Massachusetts Counsel:  Mintz, Levin, Cohn, Ferris, Glovsky and
     ------------------------------                                          
Popeo, P.C.

     Seller's Missouri Counsel:  Stinson, Mag & Fizzell, P.C.
     -------------------------                               

     Side:  As defined in Section 9.02(c).
     ----                                 

                                      -12-
<PAGE>
 
     SMATV:  As defined in Section 5.06(a).
     -----                                 

     Subscriber Adjustment:  An amount equal to (i) if the number of Basic
     ---------------------                                                
Subscribers actually delivered on the Closing Date is less than 3,679, then
$1,289 times the difference between 3,679 and such number of Basic Subscribers
actually delivered, presented as a negative amount or (ii) if the number of
Basic Subscribers actually delivered on the Closing Date is more than 4,079,
then $1,289 times the difference between such number of Basic Subscribers
actually delivered on the Closing Date (but not exceeding 4,260) and 4,079,
presented as a positive amount.

     System Area:  The geographical area covered by the cable television
     -----------                                                        
franchises in Schedule 1.01(a).

     Tax Returns:  As defined in Section 3.05.
     -----------                              

     Trial Balance: As defined in Section 3.03.
     -------------                             

     1.02  Other Definitional Provisions.  Terms defined in the singular shall
           -----------------------------                                      
have a comparable meaning when used in plural, and vice versa.

 2.  Purchase and Sale.
     ----------------- 

     2.01  Transfer of Assets.  At the Closing, upon the terms and conditions
           ------------------                                                
set forth in this Agreement, Seller shall sell, convey, transfer, assign and
deliver to Buyer, and Buyer shall purchase, accept and receive, all of Seller's
right, title and interest in and to the Acquired Assets, such transaction to be
effective as of 12:01 a.m. on the Closing Date.

     2.02  Purchase Price.  In consideration for the transfer of the Acquired
           --------------                                                    
Assets pursuant to Section 2.01 and the other covenants, agreements,
representations and warranties con  tained herein, Buyer shall at Closing (i)
pay to Seller a purchase price of Five Million Dollars ($5,000,000) (A) plus, if
                                                                        ----    
a positive number, or minus, if a negative number, the Estimated Working Capital
                      -----                                                     
Amount to or from Seller as provided in Section 2.03 and (B) plus, if a positive
                                                             ----               
number or minus, if a negative number, the Subscriber Adjustment, if any, (such
          -----                                                                
price, together with (A) and (B) the "Purchase Price"), by federal funds wire
                                      --------------                         
transfer of immediately available funds to

                                      -13-
<PAGE>
 
such account at a United States bank as shall be designated by Seller, and (ii)
assume and agree to pay, discharge and perform the Assumed Liabilities as and
when due in accordance with the Bill of Sale, General Assignment and Instrument
of Assumption of Liabilities attached as Exhibit B hereto.

     2.03  Estimated Statements.  At least fifteen (15) business days prior to
           --------------------                                               
the Closing Date, Seller shall deliver to Buyer (i) a working capital statement
of Seller's CATV Business as of the Closing Date, which statement shall be
prepared in accordance with GAAP, except as otherwise provided in this
Agreement, and shall set forth Seller's good faith estimate of the Current
Assets and Current Liabilities of Seller's CATV Business as of the Closing Date
(the "Estimated Working Capital Statement"), (ii) an estimate of the number of
      -----------------------------------                                     
Basic Subscribers to be transferred on the Closing Date (the "Basic Subscriber
                                                              ----------------
Estimate") and (iii) an estimate of the Subscriber Adjustment, if any, to be
--------                                                                    
made at Closing.  Prior to Closing, Seller shall provide Buyer or Buyer's
representatives with copies of all books and records as Buyer may reasonably
request for purposes of verifying the Estimated Working Capital Statement and
the Basic Subscriber Estimate, and shall meet at Buyer's reasonable request on
reasonable notice with Buyer's accountants and other representatives; provided,
                                                                      -------- 
however, that if Seller determines in good faith that providing copies of any
-------                                                                      
books and records requested by Buyer pursuant to this Section 2.03 would be
unduly burdensome to Seller, then Seller shall make available, on reasonable
notice, any such books and records that it has not copied for Buyer, at the
offices of Seller at One Media Crossways, Woodbury, New York.

     2.04  Post Closing Adjustments.
           ------------------------ 

          (a)(i)  Working Capital Statement.  Within ninety (90) days after the
                  -------------------------                                   
     Closing Date, Seller shall prepare, or cause to be prepared, and deliver to
     Buyer a working capital statement of Seller's CATV Business as of the
     Closing Date, which statement shall be prepared in accordance with GAAP,
     except as otherwise required by this Agreement, and shall set forth the
     Current Assets and Current Liabilities of Seller's CATV Business as of the
     Closing Date (the "Preliminary Working Capital Statement"). Buyer shall
                        -------------------------------------                
     cooperate in providing to

                                      -14-
<PAGE>
 
     Seller access, on reasonable notice, to all relevant books, records and
     personnel of the CATV Business in order to facilitate the preparation of
     the Preliminary Working Capital Statement.

         (ii)  Right to Examine.  During the succeeding thirty (30) day period,
               ----------------                                                
     Buyer shall have the right to examine the Preliminary Working Capital
     Statement and all records used to prepare the Preliminary Working Capital
     Statement.  Seller shall provide Buyer or Buyer's representatives with
     copies of all books and records that Buyer may reasonably request for
     purposes of Buyer's review of the Preliminary Working Capital Statement;
                                                                             
     provided, however, that if Seller determines in good faith that providing
     --------  -------                                                        
     copies of any books and records requested by Buyer pursuant to this Section
     2.04(a) would be unduly burdensome to Seller, then Seller shall make
     available, on reasonable notice, any such books and records that it has not
     copied for Buyer, at the offices of Seller at One Media Crossways,
     Woodbury, New York.

         (iii) Buyer Objection.  In the event Buyer determines that the
               ---------------                                         
     Preliminary Working Capital Statement has not been prepared on the basis
     set forth in Section 2.04(a)(i) hereof, Buyer shall so inform Seller in
     writing (the "Buyer's Working Capital Objection"), setting forth a
                   ---------------------------------                   
     reasonably specific description of the basis of the Buyer's Working Capital
     Objection on or before the last day of the thirty (30) day period referred
     to in Section 2.04(a)(ii) hereof.  If Buyer delivers a Buyer's Working
     Capital Objection, Buyer and Seller shall attempt to resolve the
     differences underlying the Buyer's Working Capital Objection within twenty
     (20) days of Seller's receipt thereof.  If Seller and Buyer are unable to
     resolve all their differences within such twenty (20) day period, they
     shall refer their remaining differences to Ernst & Young LLP, or such other
     nationally recognized firm of independent public accountants as to which
     Buyer and Seller may mutually agree (the "CPA Firm"), who shall, acting as
                                               --------                        
     experts and not as arbitrators, determine on the basis of the standard set
     forth in Section 2.04(a)(i) hereof and only with respect to the remaining
     differences so submitted, whether and to what extent, if any, the
     Preliminary

                                      -15-
<PAGE>
 
     Working Capital Statement requires adjustment. The CPA Firm will base its
     determination only on evidence brought to it by the parties and shall not
     conduct an audit. The CPA Firm shall deliver its written determination to
     Buyer and Seller no later than the twentieth (20th) business day after the
     remaining differences underlying the Buyer's Working Capital Objection are
     referred to the CPA Firm. The CPA Firm's determination shall be conclusive
     and binding upon the parties. The fees and disbursements of the CPA Firm
     shall be allocated between Buyer and Seller in the same proportion that the
     aggregate amount of any disputed items submitted to the CPA Firm that are
     unsuccessfully disputed by each (as finally determined by the CPA Firm)
     bears to the total amount of any disputed items so submitted. Buyer and
     Seller shall make readily available to the CPA Firm all relevant books and
     records and any work papers relating to the Preliminary Working Capital
     Statement and all other items reasonably requested by the CPA Firm. A
     "Final Working Capital Statement" shall be (x) the Preliminary Working
      -------------------------------
     Capital Statement in the event that (A) a Buyer's Working Capital Objection
     is not delivered to Seller in the period set forth in Section 2.04(a)(iii)
     hereof, or (B) the Seller and Buyer so agree; or (y) the Preliminary
     Working Capital Statement as adjusted by either (A) the agreement of Seller
     and Buyer or (B) the CPA Firm.

         (iv)  Final Working Capital Statement.  On the fifth (5th) business day
               -------------------------------                                 
     following the determination of Seller's Final Working Capital Statement
     pursuant to Section 2.04(a)(iii) hereof, (w) if both the Estimated and
     Final Working Capital Amounts of Seller are positive, then (A) if the Final
     Working Capital Amount exceeds the Estimated Working Capital Amount, then
     Buyer shall pay to Seller an amount equal to such excess; and (B) if the
     Estimated Working Capital Amount exceeds the Final Working Capital Amount,
     then Seller shall pay to Buyer an amount equal to such excess; (x) if both
     the Estimated and Final Working Capital Amounts of Seller are negative,
     then (A) if the absolute value of the Final Working Capital Amount exceeds
     the absolute value of the Estimated Working Capital Amount, then Seller
     shall pay to Buyer an amount equal to such excess; and (B) if the absolute
     value of the Estimated Working Capital Amount 

                                      -16-
<PAGE>
 
     exceeds the absolute value of the Final Working Capital Amount, then Buyer
     shall pay to Seller an amount equal to such excess; (y) if the Estimated
     Working Capital Amount is negative and the Final Working Capital Amount is
     positive, then Buyer shall pay to Seller an amount equal to the sum of the
     absolute values thereof; and (z) if the Estimated Working Capital Amount is
     positive and the Final Working Capital Amount is negative, then Seller
     shall pay to Buyer an amount equal to the sum of the absolute values
     thereof.

          (v)  Payment.  Any amount payable pursuant to Section 2.04(a)(iv) 
               -------                                                          
     hereof shall be paid by wire transfer of immediately available funds to a
     bank account designated by Buyer or Seller, as the case may be.

       (b)(i)  Basic Subscriber Statement.  Within thirty (30) days after the
               --------------------------                                    
     Closing Date, Seller shall prepare, or cause to be prepared, and deliver to
     Buyer (x) a statement setting forth the number of Basic Subscribers as of
     the Closing Date, which statement shall be prepared in conformity with the
     definition of Basic Subscriber contained herein (the "Basic Subscriber
                                                           ----------------
     Statement")and (y) the amount of the Final Subscriber Adjustment.  Buyer
     ---------                                                               
     shall cooperate in providing Seller access, upon reasonable notice, to all
     relevant books, records and personnel of the CATV Business in order to
     facilitate the preparation of the Basic Subscriber Statement.

          (ii) Right to Examine.  During the succeeding thirty (30) day period,
               ----------------                                                
     Buyer shall have the right to examine the Basic Subscriber Statement and
     all records used to prepare the Basic Subscriber Statement.  Seller shall
     provide Buyer or Buyer's representatives with copies of all books and
     records that Buyer may reasonably request for purposes of Buyer's review of
     the Basic Subscriber Statement; provided, however, that if Seller
                                     --------  -------                
     determines in good faith that providing copies of any books and records
     requested by Buyer pursuant to this Section 2.04(b)(ii) would be unduly
     burdensome to Seller, then Seller shall make available, on reasonable
     notice, any such books and records that it has not theretofore provided to
     Buyer, at the offices of Seller at One Media Crossways, Woodbury, New York.

                                      -17-
<PAGE>
 
         (iii)  Objections.  In the event Buyer determines that the Basic
                ----------                                               
     Subscriber Statement has not been prepared on the basis set forth in
     Section 2.04(b)(i) hereof, Buyer shall so inform Seller in writing (the
                                                                            
     "Buyer's Objection"), setting forth a reasonably specific description of
     ------------------                                                      
     the basis of the Buyer's Objection on or before the last day of the thirty
     (30) day period referred to in Section 2.04(b)(ii) hereof.  If Buyer
     delivers a Buyer's Objection, Buyer and Seller shall attempt to resolve the
     differences underlying the Buyer's Objection within twenty (20) days of
     Seller's receipt thereof.  If Seller and Buyer are unable to resolve all of
     their differences within such twenty (20) day period, they shall refer
     their remaining differences to the CPA Firm, who, acting as arbitrators and
     not as experts, shall determine on the basis of the standard set forth in
     Section 2.04(b)(i) hereof and only with respect to the remaining
     differences so submitted, whether and to what extent, if any, the Basic
     Subscriber Statement requires adjustment.  The CPA Firm will base its
     determination only on evidence brought to it by the parties and shall not
     conduct an audit. The CPA Firm shall deliver its written determination to
     Buyer and Seller no later than the twentieth (20th) business day after the
     remaining differences underlying the Buyer's Objection are referred to the
     CPA Firm.  The CPA Firm's determination shall be conclusive and binding
     upon the parties.  The fees and disbursements of the CPA Firm shall be
     allocated between Buyer and Seller in the same proportion that the
     aggregate amount of any disputed Basic Subscribers submitted to the CPA
     Firm that are unsuccessfully disputed by each (as finally determined by the
     CPA Firm) bears to the total amount of any Basic Subscribers so submitted.
     Buyer and Seller shall make readily available to the CPA Firm all relevant
     books and records and any work papers relating to the Basic Subscriber
     Statement and all other items reasonably requested by the CPA Firm. A
                                                                          
     "Final Basic Subscriber Statement" shall be (x) the Basic Subscriber
     ---------------------------------                                   
     Statement in the event that a Buyer's Objection is not delivered to the
     Seller in the period set forth in Section 2.04(b)(ii) hereof, or Seller and
     Buyer so agree; or (y) the Basic Subscriber Statement, as adjusted by
     either (A) the agreement of the Seller and Buyer or (B) the CPA Firm.

                                      -18-
<PAGE>
 
          (iv)  Final Basic Subscriber Statement.  On the fifth (5th) business
                --------------------------------                              
     day following the determination of the Final Basic Subscriber Statement
     pursuant to Section 2.04(b)(iii) hereof, if there is no Final Subscriber
     Adjustment then any party that received a Subscriber Adjustment shall
     immediately repay that amount to the other party.  If the Final Subscriber
     Adjustment is a positive amount (i.e. the number of actual Basic
                                      - -                            
     Subscribers exceeds 4,079), then Buyer shall pay such amount to Seller
     after deduction of any amount paid by Buyer to Seller in respect of the
     Subscriber Adjustment or increase for any amount paid by Seller to Buyer in
     respect of the Subscriber Adjustment.  If the Final Subscriber Adjustment
     is a negative number (i.e. the number of actual Basic Subscribers is below
                           - -                                                 
     3,679), then Seller shall pay such amount to Buyer after deduction of any
     amount paid by Seller to Buyer in respect of the Subscriber Adjustment or
     increase for any amount paid by Buyer to Seller in respect of the
     Subscriber Adjustment.

          (v)   Payment.  Any amount payable pursuant to Section 2.04(b)(iv)
                -------                                                     
     hereof shall be paid by wire transfer of immediately available funds to a
     bank account designated by Buyer or Seller, as the case may be.

     2.05  Earnest Money Deposit.  Concurrently herewith, Buyer has deposited
           ---------------------                                             
with The Chase Manhattan Bank as escrow agent ("Earnest Money Escrow Agent"), an
                                                --------------------------      
irrevocable letter of credit in the amount of Five Hundred Thousand Dollars
($500,000), in substantially the form attached hereto as Exhibit H, for the
Earnest Money Escrow ("Earnest Money Escrow") to be held pursuant to an escrow
                       --------------------                                   
agreement (the "Earnest Money Escrow Agreement") substantially in the form of
                ------------------------------                               
Exhibit C hereto.  Such letter of credit shall be held and administered under
the Earnest Money Escrow as provided in the Earnest Money Escrow Agreement.  The
Earnest Money Escrow shall be distributed as provided in the Earnest Money
Escrow Agreement and Article 12 hereof.

     2.06  Sales and Transfer Taxes.  All sales and use taxes and transfer
           ------------------------                                       
taxes, if any, arising from the transfer of the Acquired Assets shall be shared
equally between Buyer and Seller.

                                      -19-
<PAGE>
 
     2.07  Indemnity Escrow.  At the Closing, Seller shall deposit, an
           ----------------                                           
irrevocable letter of credit, dated the Closing Date, in substantially the form
attached hereto as Exhibit I in an amount equal to Five Hundred Thousand Dollars
($500,000) ("Indemnity Escrow") with The Chase Manhattan Bank, as Escrow Agent
             ----------------                                                 
(the "Indemnity Escrow Agent"), pursuant to the Indemnity Escrow Agreement in
      ----------------------                                                 
the form annexed hereto as Exhibit F, to secure Buyer's rights with respect to
claims to indemnification under Section 10.02.  On the 366th day following the
Closing Date, or, if such date is not a business day in New York, New York, the
following business day, any amounts (including amounts under a letter of credit)
then in the custody of the Indemnity Escrow Agent under the Indemnity Escrow
Agreement less the amount of any claims made by Buyer prior thereto and not
resolved in accordance with the terms thereof, shall be released to Seller
pursuant to its written instructions and in conformity with the Indemnity Escrow
Agreement.

     2.08  Determination and Allocation of Purchase Price.  For federal income
           ----------------------------------------------                    
and other applicable tax purposes, the allocation of the Purchase Price shall be
determined within ninety (90) days after Closing Date by an appraisal to be
obtained after the Closing Date. The appraiser performing the appraisal shall be
expert in the appraisal of cable television systems and shall be mutually
selected and engaged by Seller and Buyer.  The parties shall cause the appraiser
to consult with Buyer and Seller during the preparation of such appraisal, and
the appraiser shall deliver drafts and the final appraisal to Buyer and Seller
simultaneously.  Buyer and Seller agree to be bound by such allocation and to
file all returns and reports in respect of the transactions contemplated herein
on the basis of such allocation.  The cost of the appraisal shall be borne
equally by Buyer, on one hand, and Seller, on the other hand.  Seller and Buyer
agree to prepare and file an IRS Form 8594 in a timely fashion in accordance
with the rules under Section 1060 of the Code.  To the extent that the Purchase
Price is adjusted after the Closing Date, the parties agree to revise and amend
IRS Form 8594 in the same manner and according to the same procedure. The
determination and allocation of the Purchase Price derived pursuant to this
Section shall be binding on Seller and Buyer for all tax reporting purposes.

                                      -20-
<PAGE>
 
 3.  Representations and Warranties of Seller.
     ---------------------------------------- 

     To induce Buyer to enter into this Agreement, Seller represents and
warrants to Buyer as follows:

     3.01  Organization and Authority of Seller.  Seller is a corporation, duly
           ------------------------------------                               
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, and Seller is duly qualified and licensed to do
business and is in good standing under the laws of the states in which it does
business except where such failures to be so qualified, licensed or in good
standing in a jurisdiction, individually or in the aggregate, do not have, has
not had and would not reasonably be expected to have, a Material Adverse Effect
or do not or would not materially adversely affect Seller's ability to perform
its obligations hereunder.  Seller has all requisite corporate power and
authority to own, lease and use the Acquired Assets as they are currently owned,
leased or used and to conduct the CATV Business as it is currently conducted.

     3.02  Legal Capacity; Approvals and Consents.
           -------------------------------------- 

          (a)  Authority and Binding Effect.  Subject to Section 9.02 hereof and
               ----------------------------                                    
     the receipt of Consents set forth on Schedule 3.02, Seller has all
     requisite power and authority to execute and deliver this Agreement and to
     perform its obligations hereunder.  The execution and delivery of this
     Agreement and the performance of Seller's obligations hereunder have been
     duly and validly authorized by all necessary action on the part of Seller.
     This Agreement has been duly executed and delivered by Seller and is the
     valid and binding obligation of Seller enforceable in accordance with its
     terms, except as such enforceability may be affected by the laws of
     bankruptcy, insolvency, reorganization and creditors' rights generally and
     by the availability of equitable remedies.

          (b) No Breach or Violation.  Subject only to obtaining the Consents
              ----------------------                                         
     set forth on Schedule 3.02, the execution, delivery and performance of this
     Agreement do not, and will not, contravene the organizational documents of
     Seller (the "Organizational Documents"), and do not, and will not: (i)
                  ------------------------                                 
     conflict with or result in a

                                      -21-
<PAGE>
 
     breach or violation by Seller of, or (ii) constitute a default (without
     regard to any requirement of notice, passage of time or elections by any
     Person) by Seller under, or (iii) permit or result in the termination,
     suspension, modification or impairment of, or adversely affect Seller's
     ability to perform its obligations under, any CATV Instrument, Law,
     Judgment, or Contract to which Seller is a party or by which Seller, the
     CATV Business or any of the Acquired Assets is subject or bound or may be
     affected, or (iv) create or impose, or result in the creation or imposition
     of, any Encumbrance (other than Permitted Encumbrances) upon any of the
     Acquired Assets, in each case under clause (i) through (iv) above, except
     such conflicts, breaches, violations, defaults, terminations, suspensions,
     modifications or impairments which, individually or in the aggregate, has
     not had, do not have or would not reasonably be expected to have, a
     Material Adverse Effect or does not or would not materially adversely
     affect Seller's ability to perform its obligations hereunder.

          (c) Required Consents.  Except for the parties listed in Schedules
              -----------------                                             
     3.02 and 4.05, there are no parties whose Consent, or with whom the filing
     of any certificate, notice, application, report or other document, is
     legally or contractually required or otherwise is necessary in connection
     with the execution, delivery or performance of this Agreement by Seller,
     except where failure to obtain such Consent or approval or failure to make
     such filing, individually or in the aggregate, has not had, does not have
     or would not reasonably be expected to have, a Material Adverse Effect or
     does not or would not materially adversely affect Seller's ability to
     perform its obligations hereunder.

     3.03  Financial Statements.  Seller has delivered to Buyer true and
           --------------------                                           
complete copies of the trial balance of the CATV Business as of December 31,
1997 (the "Trial Balance") and December 31, 1996.  The Trial Balance and the
           -------------                                                    
trial balance of the CATV Business as of December 31, 1996 were prepared in
accordance with GAAP to the extent applicable thereto.

     3.04  Changes in Operation.  Since the date of the Trial Balance, there has
           --------------------                                                 
not been any event or circumstance which,

                                      -22-
<PAGE>
 
individually or in the aggregate, has had, does have or would reasonably be
expected to have, a Material Adverse Effect.

     3.05  Tax Returns.  Seller has, and will have as of the Closing Date, duly
           -----------                                                         
filed all federal, state, local and foreign income, information, franchise,
sales, use, property, excise and payroll and other tax returns or reports
(herein "Tax Returns") required to be filed by Seller on or prior to the date
         -----------                                                         
hereof or which are required to be filed on or prior to the Closing Date, and
all such Tax Returns were prepared in good faith and are accurate and complete
in all material respects.  All taxes, fees and assessments that are shown on
such Tax Returns as due or payable by Seller on or before the date hereof or the
Closing Date, as the case may be, and that might result in an Encumbrance upon
any of the Acquired Assets have been or will be duly paid.  Except as set forth
in Schedule 3.05, Seller has not received any notice or assessment to the effect
that there is any unpaid tax, interest, penalty or addition to tax due or
claimed to be due from Seller in respect of such Tax Returns; Seller has not
received any notice of the assertion or threatened assertion of any Encumbrances
with respect to any Acquired Assets on account of any unpaid taxes; and no
audits of such Tax Returns by any Governmental Authority are pending or, so far
as Seller knows, threatened.  Except as set forth in Schedule 3.05, Seller has
no outstanding requests for extension of time within which to pay taxes; there
has been no waiver or extension by Seller of any applicable statute of
limitations for the collection or assessment of taxes; and Seller has withheld
and paid in a timely manner all payments for withholding taxes, unemployment
insurance and other amounts required to be withheld and paid.

     3.06  Acquired Assets.
           --------------- 

          (a) Title; Encumbrances.  Seller has (i) good title to all of its
              -------------------                                          
     Equipment, Inventory and other personal property and good and marketable
     title to all of its Real Property owned in fee, and (ii) the right and
     authority (subject to the receipt of the Consents specified herein) to
     transfer to Buyer all of Seller's right, title and interest in and to the
     other property or rights included in the Acquired Assets, in each instance
     in (i) and (ii) above free and clear of any Encumbrances except Permitted

                                      -23-
<PAGE>
 
     Encumbrances, except for any instance in which the failure to have such
     title, right or authority, individually or in the aggregate with such other
     instances, has not had, does not have, and would not reasonably be expected
     to have, a Material Adverse Effect.

          (b) Real Property.  Schedule 3.06(b) sets forth a list, complete and
              -------------                                                   
     correct in all material respects, of all Real Property owned, leased,
     occupied or used by Seller in connection with the operation of the CATV
     Business as presently conducted.  The Real Property comprises all real
     property interests necessary to conduct the CATV Business as currently
     conducted.  Except for any instances where the failure to be true of the
     below items (i) through (ix), individually or in the aggregate, has not
     had, does not have, or would not reasonably be expected to have, a Material
     Adverse Effect: (i) except for routine repairs, all of the improvements,
     leasehold improvements and the premises of the Real Property are in good
     condition and repair and suitable for the purposes used, (ii) each parcel
     of Real Property (w) has access to and over public streets, or private
     streets for which Seller has a valid right of ingress and egress, (x)
     conforms in its current use to all zoning requirements without reliance on
     a variance or a classification of the parcel in question as a nonconforming
     use, (y) conforms in its use to all restrictive covenants, if any, or other
     Encumbrances affecting all or part of such parcel, and (z) has access
     (directly or by easement, right of way, or similar right included in the
     Acquired Assets) to all utilities and services to the extent necessary for
     the operation of the current operations of the CATV System with respect to
     such parcel, (iii) Seller has all easements, and all leases, fee interests,
     access agreements, and other rights required by Law for the use of all Real
     Property used in the CATV Business, including all Real Property over,
     under, or on which the CATV Business is conducted, (iv) there are not
     pending or, to the best of Seller's knowledge, threatened, any condemnation
     actions, increases in tax assessments or adverse zoning changes, with
     respect to, in each case, such Real Property or any part thereof, (v)
     Seller has received no written notice

                                      -24-
<PAGE>
 
     of the desire of any public authority or other entity to take or use any
     Real Property or any part thereof, (vi) all leases and subleases pursuant
     to which any of the Real Property is occupied or used are set forth on
     Schedule 3.06(b) and are valid and binding and in full force and effect,
     (vii) Seller has not and, to the best of Seller's knowledge after
     reasonable inquiry, no other party to any Contract, lease or sublease
     relating to any Real Property has given or received notice of breach or
     termination except any which may have been waived or withdrawn, (viii) all
     easements, rights-of-way and other similar rights which are necessary for
     Seller's current use of any Real Property are valid and in full force and
     effect, and (ix) Seller has not received any notice with respect to the
     termination or breach of any such easements, rights-of-way or other similar
     rights except any which may have been waived or withdrawn or which are no
     longer relevant.

          (c) Acquired Assets.  The Acquired Assets include all assets owned,
              ---------------                                                
     used or held for use by Seller and that are necessary to conduct the CATV
     Business as it is presently being conducted except where the failure to
     own, use or hold such assets, individually or in the aggregate, has not
     had, does not have or would not reasonably be expected to have, a Material
     Adverse Effect.

          (d)  Environmental Matters.  Except as disclosed in Schedule 3.06(d):
               ---------------------                                           
     (i) the Acquired Assets and the operation of the CATV Business comply in
     all material respects with applicable Environmental Laws; (ii) Seller has
     not received any written notice from any Governmental Authority alleging
     that, and Seller has no knowledge, after reasonable inquiry, that, the
     Acquired Assets and the operation of the CATV Business are in violation in
     any material respect of any applicable Environmental Law; (iii) the
     Acquired Assets and the operation of the CATV Business are not the subject
     of any written notice actually received by Seller, or any Judgment arising
     under any Environmental Law; and (iv) during the period of Seller's
     ownership and, to Seller's knowledge, prior to the period of Seller's
     ownership, the Acquired Assets have not been used for the generation,
     storage, discharge

                                      -25-
<PAGE>
 
     or disposal of any Hazardous Substances except as permitted by applicable
     Environmental Laws.

     3.07  The CATV Business.  With respect to the CATV Business, Seller makes
           -----------------                                                  
the following warranties and representations:

          (a) Since the date of the Trial Balance, (i) the CATV Business has
     been operated only in the ordinary course; (ii) there has been no sale,
     assignment or transfer of any assets or properties related to the CATV
     Business other than on an arms' length basis in the ordinary course of
     business; (iii) there has been no amendment or termination of any Contract
     or CATV Instrument; (iv) there has been no waiver or release of any right
     or claim of Seller against any third party; (v) there has been no agreement
     by Seller to take any of the actions described in the preceding clauses (i)
     through (iv), except as contemplated by this Agreement and except for any
     instances that, individually or in the aggregate, have not had, do not have
     or would not reasonably be expected to have, a Material Adverse Effect.

          (b) As of December 31, 1997, the CATV Business included approximately
     Three Thousand Eight Hundred Seventy-Nine (3,879) Basic Subscribers.

          (c) Except for such instances where the failure to be true of the
     below items (i) through (iv), individually or in the aggregate, have not
     had, does not have, or would not reasonably be expected to have, a Material
     Adverse Effect and except as set forth in Schedule 3.07(c): (i) Seller
     holds all of the franchises, licenses, permits and other CATV Instruments
     reasonably necessary to enable it to operate the CATV Business as presently
     conducted, (ii) Seller is in compliance with the terms and conditions of
     all such CATV Instruments and Contracts, (iii) Seller has not given or
     received any notice of any claimed or purported default in, or termination
     of, any Contracts or CATV Instruments and there are no proceedings pending,
     or, to the knowledge of Seller, threatened, to cancel, modify or change any
     such Contracts or CATV Instruments, and (iv) exclusive of any

                                      -26-
<PAGE>
 
     change in a CATV License subsequent to the date hereof that Buyer has
     otherwise requested or agreed to, none of the CATV Licenses contain any
     commitments requiring rebuilds, upgrades, increase in franchise fees
     payable or local origination commitments.

          (d) Except in each case where the failure to be true of any of the
     below items, individually or in the aggregate, has not had, does not have,
     or would not reasonably be expected to have, a Material Adverse Effect, the
     CATV Business is conducted by Seller in compliance with all applicable Laws
     and CATV Instruments, including without limitation, the Communications Act
     of 1934, as amended (the "Communications Act"), and the rules and
                               ------------------                     
     regulations of the FCC, and, without limiting the generality of the
     foregoing, except as set forth in Schedule 3.07(d) hereto:

              (i)   Each of the system areas has been registered with the FCC;

              (ii)  All of the semi-annual performance tests on the CATV System
          required under the rules and regulations of the FCC have been
          performed and the results of such tests demonstrate satisfactory
          compliance with the applicable technical requirements being tested in
          all material respects;

              (ii)  The CATV System is being operated in compliance with the
          provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and
          super-band signal carriage), including the filing of all required
          notifications and the receipt of all necessary authorizations and
          compliance with the cumulative signal leakage index;

              (iv)  A valid request for renewal has been duly and timely filed
          under Section 626 of the Communications Act with the proper
          Governmental Authority with respect to all franchises to operate the
          CATV System that have expired or will expire within 36 months after
          the date of this Agreement;

                                      -27-
<PAGE>
 
              (v)    Seller has all of the CATV Licenses necessary to operate
          the CATV System as the CATV Business is currently conducted, all of
          which licenses are listed in Schedule 1.01(a), and Seller operates the
          CATV Business in conformance with the terms and conditions of such
          licenses;

              (vi)   Seller has made all annual filings required to be made with
          the FCC;

              (vii)  The carriage of all televison station signals is in
          compliance with the must-carry and retransmission consent provisions
          of the Communications Act, as applicable;

              (viii) The employment units covered by the CATV System and
          operated by Seller have been certified by the FCC for compliance with
          equal opportunity requirements in each of calendar years 1993 through
          1997; and

              (ix)   All necessary FAA approvals have been obtained with respect
          to the height and location of towers used in connection with the
          operation of the CATV Business, and such towers are being operated in
          compliance in all material respects with applicable FCC and FAA rules,
          including antenna structure registrations with the FCC.

          (e) Except in each case where the failure to be true of the items (i)
     through (iv) below, individually or in the aggregate, has not had, does not
     have or would not reasonably be expected to have, a Material Adverse
     Effect:  (i) Seller is in compliance with  Title 17 of the United States
     Code, as amended, and the rules and regulations promulgated thereunder (the
     "Copyright Act") and the rules and regulations of the United States
      -------------                                                     
     Copyright Office with respect to the operation of the CATV Business, (ii)
     without limiting the generality of the foregoing, for each relevant semi-
     annual reporting period, Seller has timely filed with the United States
     Copyright Office all required statements of account in true and correct
     form, and has paid when due all required copyright royalty fee payments in
     correct amount,

                                      -28-
<PAGE>
 
     relating to the CATV Business's carriage of television broadcast signals,
     and Seller is otherwise in compliance with all applicable rules and
     regulations of the Copyright Office, (iii) Seller does not possess any
     patent, patent right, trademark, or copyright and is not party to any
     license or royalty agreement with respect to any patent, trademark or
     copyright, except for licenses respecting program material and obligations
     under the Copyright Act applicable to cable television systems generally,
     and (iv) the CATV Business is free of any rightful claim of any third party
     by way of copyright infringement or the like (except for claims involving
     music performance rights).

     3.08  Labor Contracts and Actions.
           --------------------------- 

          (a) Seller is not a party to any Contract with any labor organization,
     nor has Seller agreed to recognize any union or other collective bargaining
     unit, nor has any union or other collective bargaining unit been certified
     as representing any of the employees of Seller with respect to the
     operation of the CATV Business;

          (b) Except for such instances where the failure to be true of items
     (i) through (iii) below, individually or in the aggregate, has not had,
     does not have or would not reasonably be expected to have, a Material
     Adverse Effect:  (i) Seller has complied with all Laws relating to the
     employment of labor, including any provisions thereof relating to wages,
     hours, collective bargaining and the payment of social security and other
     taxes, (ii) Seller is not subject to any liability for any arrearages of
     wages or any taxes or penalties for failure to comply with any of the
     foregoing, and (iii) Seller has delivered to Buyer a list of the names, job
     title, and present annual rates of compensation, including the date of hire
     of Employees and whether such Employee is full-time or part-time, of all
     personnel whose work is performed wholly or substantially for the CATV
     Business, and any employment agreements, commitments, arrangements or
     understandings, written or oral, affecting such personnel; and

                                      -29-
<PAGE>
 
          (c) Seller is not currently experiencing any strikes, work stoppages,
     significant grievance proceedings or claims of unfair labor practices.

     3.09  Employee Benefit Plans.
           ---------------------- 

          (a)  All "employee benefit plans" within the meaning of Section 3(3)
     of ERISA covering Employees, other than "multiemployer plans" within the
     meaning of Section 3(37) of ERISA, and other benefit plans, contracts or
     arrangements covering Employees (collectively, the "Benefit Plans") are
                                                         -------------      
     listed on Schedule 3.09.  True and complete copies of all Benefit Plans and
     all amendments thereto have been provided or made available to Buyer.
     Schedule 3.09 also lists all multiemployer plans covering Employees.

          (b)  All Benefit Plans, to the extent subject to ERISA, are in
     compliance with ERISA except where the failure to be in compliance would
     not, individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect, or subject Buyer to any liability with respect
     thereto after Closing.  There is no pending or, to the knowledge of Seller,
     threatened litigation relating to the Benefit Plans.  Seller has not
     engaged in a transaction with respect to any Benefit Plan that, assuming
     the taxable period of such transaction expired as of the date hereof or as
     of the Closing Date (as the case may be), would reasonably be expected to
     subject Seller to a tax or penalty imposed by either Section 4975 of the
     Code or Section 502(i) of ERISA.

          (c)  No liability under Subtitle C or D of Title IV of ERISA has been
     or is expected to be incurred by Seller with respect to any ongoing, frozen
     or terminated "single-employer plan", within the meaning of Section
     4001(a)(15) of ERISA, currently or formerly maintained by it, or the
     single-employer plan of any entity which is considered one employer with
     Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA
                                                                        -----
     Affiliate"). Seller has not incurred and does not expect to incur any
     ---------                                                            
     material withdrawal liability with respect to a multiemployer plan under
     Subtitle E of Title IV of ERISA and in no event shall Buyer have any
     withdrawal liability

                                      -30-
<PAGE>
 
     or obligation with respect to any multi-employer plan in which Seller
     participates. No notice of a "reportable event", within the meaning of
     Section 4043 of ERISA for which the 30-day reporting requirement has not
     been waived, has been required to be filed for any Benefit Plan subject to
     Title IV of ERISA or by any ERISA Affiliate within the 12-month period
     ending on the date hereof.

          (d)  Neither any Benefit Plan nor any single-employer plan of an ERISA
     Affiliate has an "accumulated funding deficiency" (whether or not waived)
     within the meaning of Section 412 of the Code or Section 302 of ERISA and
     no ERISA Affiliate has an outstanding funding waiver.  Seller has not
     provided, nor is it required to provide, security to any Benefit Plan or to
     any single-employer plan of an ERISA Affiliate pursuant to Section
     401(a)(29) of the Code.

     3.10  Contracts and CATV Instruments.
           ------------------------------ 

           (a) Except for such instances where the failure to be true of items
     (i) through (v) below, individually or in the aggregate, has not had, does
     not have or would not reasonably be expected to have, a Material Adverse
     Effect:  (i) except as set forth in Schedule 3.10(a), there are no defaults
     by Seller under the Contracts or CATV Instruments (nor has Seller received
     written notice of a threatened default or notice of default), and to the
     best of Seller's knowledge, after reasonable inquiry, there is no default
     by any other party to a Contract or a CATV Instrument, (ii) each Contract
     and CATV Instrument, including those that are entered into after the date
     hereof, is or will be in full force and effect, binding and enforceable in
     accordance with its terms, and is or will be valid under and in compliance
     in all respects with all applicable Laws, (iii) Seller is the authorized
     legal holder of the CATV Licences applicable to its CATV Business, (iv)
     neither Seller nor, to the best of Seller's knowledge after reasonable
     inquiry, any other party to any Contract or CATV Instrument is in default
     thereunder or has given or received notice of termination, cancellation,
     dispute or default or, to the best of Seller's knowledge after reasonable
     inquiry, has

                                      -31-
<PAGE>
 
     taken any action inconsistent with the continuance of any Contract or CATV
     Instrument, and (v) except for the Consents, no approval, application,
     filing, registration, consent or other action of any Governmental Authority
     is required to enable Seller to take advantage of the rights and privileges
     intended to be conferred by any Contract or CATV Instrument.

          (b) Schedule 3.10(b) contains a complete list of all Material
     Contracts and Material CATV Instruments that Buyer is assuming or
     acquiring, as the case may be. True, correct and complete copies of each
     Contract and CATV Instrument that Buyer is assuming or acquiring, as the
     case may be, have been delivered to Buyer and with respect to those
     executed after the date hereof, copies will be delivered to Buyer promptly
     following such execution and in any event prior to the Closing Date.

     3.11  Legal and Governmental Proceedings and Judgments. Except for such
           ------------------------------------------------                 
instances where the failure to be true of items (a) and (b) below, individually
or in the aggregate, has not had, does not have or would not reasonably be
expected to have, a Material Adverse Effect:  (a) except as may affect the cable
television industry generally in the United States, or as set forth in Schedule
3.11, there is no legal action or proceeding pending or, to the knowledge of
Seller, threatened against Seller, the CATV Business or the Acquired Assets, nor
is there any Judgment outstanding against Seller or to or by which Seller, any
of the Acquired Assets or the CATV Business is subject or bound, which (i)
results or is reasonably likely to result in any modification, termination,
suspension, impairment or reformation of any Contract or CATV Instrument or any
right or privilege thereunder, or (ii) adversely affects the ability of Seller
to consummate any of the transactions contemplated hereby, and (b) Seller is not
in default or violation, and no event or condition exists which, with notice or
lapse of time or both, could become or result in a default or violation, of any
Judgment.

     3.12  Finders and Brokers.  Seller has employed Daniels & Associates as its
           -------------------                                                  
broker in the sale provided herein and will pay and discharge the claim thereof
for commission or expense reimbursement in connection therewith. Seller has not
entered into any other contract, arrangement or understanding

                                      -32-
<PAGE>
 
with any Person or firm, nor are they aware of any claim or basis for any claim
based upon any act or omission of Seller or any of its affiliates, which may
result in the obligation of Buyer to pay any finder's fees, brokerage or agent's
commissions or other like payments in connection with the negotiations leading
to this Agreement or the consummation of the transactions contemplated hereby.

     3.13  Miscellaneous Assets.  Schedule 3.13 contains a list, true and
           --------------------                                          
complete in all material respects, of converters owned and motor vehicles owned
or leased by Seller. Except as set forth in Schedule 3.13, the Equipment and
Inventory are and will be at Closing in good operating condition and repair and
fit for the purpose for which they are being used except where the failure to be
in good operating condition or repair or fit for such purpose, individually or
in the aggregate with such other failures, has not had, does not have or would
not reasonably be expected to have, a Material Adverse Effect.

     3.14  Characteristics of the CATV Systems.
           ----------------------------------- 

           (a)  To the best of Seller's knowledge, after reasonable inquiry,
     Schedule 3.14(a) sets forth accurately and completely in all material
     respects the following information as of December 31, 1997 (unless
     otherwise noted in such Schedule):

                (i)   a listing of each head-end and microwave site and the
          related channel capacity for the CATV System;

                (ii)  a listing of the services provided by the CATV System
         (designating the respective tiers of service) and the rates charged for
         each level of service offered. Schedule 3.14(a) also lists the stations
         and signals carried by the CATV System and the channel position of each
         such signal and station;

                (iii) a listing of the retransmission agreements and must-carry
         requests required and currently used in the operation of the CATV
         Business; and

                                      -33-
<PAGE>
 
               (iv)   a listing of all Seller's FCC licenses.

          (b)  Schedule 3.14(b) sets forth accurately and completely in all
     material respects with respect to the CATV System the following information
     as of December 31, 1997 (unless otherwise noted in such Schedule):

               (i)   the approximate number of homes passed; and

               (ii)  the approximate number of plant miles (aerial and
          underground).

          (c) Schedule 1.01(a) sets forth accurately and completely in all
     material respects the cable televison franchises of the CATV System and
     their respective expiration dates and community unit identification
     numbers.

     3.15  Insurance.  Schedule 3.15 is a list, accurate and complete in all
           ---------                                                        
material respects, of insurance policies and bonds in full force and effect with
respect to Seller as of December 31, 1997, and Seller has not received any
notice of non-renewal or cancellation of such insurance policies or bonds.
Except as Seller may determine, in the exercise of its business judgment, Seller
will maintain such insurance policies and bonds in full force and effect up to
and including the Closing Date.

     3.16  Accounts Receivable.  The Accounts Receivable on the Closing Date
           -------------------                                              
have not been assigned to or for the benefit of any other Person.  The Accounts
Receivable (to the extent not collected prior to the Closing), other than the
Overdue Receivables, arose and will arise from bona fide transactions in the
ordinary course of business.

     3.17  Overbuilds.  Except as set forth in Schedule 3.17, to the best of
           ----------                                                       
Seller's knowledge after reasonable inquiry, no construction programs have been
commenced by any municipality or other cable television provider or operator in
any area served by the CATV System.

     3.18  Intangible Property.  Except as set forth on Schedule 3.18 and except
           -------------------                                                  
for such instances where the failure

                                      -34-
<PAGE>
 
to be true of items (a) and (b) below, individually or in the aggregate, has not
had, does not have or would not reasonably be expected to have, a Material
Adverse Effect, (a) Seller owns or possesses licenses or other rights to use all
Intangible Property reasonably necessary to the operation of the CATV Business
as presently conducted without any conflict with, or infringement of, the rights
of others, and (b) there is no claim pending or, to the best of Seller's
knowledge, threatened with respect to any such Intangible Property.

     3.19  Retransmission Agreements.  Buyer will not have any obligations under
           -------------------------                                            
the retransmission agreements applicable to the CATV System to make any payments
or carry additional programming.

     3.20  Representation of Cablevision.  Cablevision represents and warrants
           -----------------------------                                
that Seller is an indirect wholly-owned subsidiary of Cablevision.

4.   Representations and Warranties of Buyer.
     --------------------------------------- 

     To induce Seller to enter into this Agreement, Buyer represents and
warrants to Seller as follows:

     4.01  Organization and Authority of Buyer.  Buyer is a limited liability
           -----------------------------------                               
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, with all requisite power and authority to
conduct its business and operations as presently conducted.

     4.02  Legal Capacity;  Approvals and Consents.
           --------------------------------------- 

          (a) Authority and Binding Effect.  The execution and delivery of this
              ----------------------------                                     
     Agreement and the performance of Buyer's obligations hereunder have been
     duly and validly authorized by all requisite limited liability company
     action on the part of Buyer.  Subject to Section 9.02 hereof and the
     receipt of Consents set forth on Schedule 4.05, Buyer has all requisite
     power and authority to execute and deliver this Agreement and to perform
     its obligations hereunder.  This Agreement has been duly executed and
     delivered by Buyer and is the valid and binding obligation of Buyer
     enforceable in accordance with its terms, except as such enforceability may
     be

                                      -35-
<PAGE>
 
     affected by laws of bankruptcy, insolvency, reorganization and creditors'
     rights generally and by the availability of equitable remedies.

          (b) No Breach or Violation.  Subject only to obtaining the Consents
              ----------------------                                         
     set forth in Schedule 4.05, the execution, delivery and performance of this
     Agreement do not, and will not, contravene the articles of organization or
     the operating agreement of Buyer, and do not and will not: (i) conflict
     with or result in a breach or violation by Buyer of, or (ii) constitute a
     default by Buyer under, any Law, Judgment, contract, arrangement or
     understanding to which Buyer is a party or by which Buyer is subject or
     bound or may be affected except for any instances under (i) or (ii) which,
     individually or in the aggregate, have not, do not and would not reasonably
     be expected to materially adversely affect Buyer's ability to perform its
     obligations hereunder.

     4.03  Legal and Governmental Proceedings and Judgments. Except as may
           ------------------------------------------------               
affect the cable television industry generally, there is no legal action,
proceeding or investigation pending or, to the knowledge of Buyer, threatened
against Buyer, nor is there any Judgment outstanding against Buyer or to or by
which Buyer is subject or bound which materially adversely affects the ability
of Buyer to consummate any of the transactions contemplated hereby.

     4.04  Finders and Brokers.  Buyer has not entered into any contract,
           -------------------                                           
arrangement or understanding with any Person, and is not aware of any claim or
basis for any claim based upon any act or omission of Buyer or any of its
affiliates, which may result in the obligation of Seller to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby.

     4.05  Buyer Consents.  Except for the parties listed in Schedules 3.02 and
           --------------                                                      
4.05, there are no parties whose approval or Consent, or with whom the filing of
any certificate notice, application, report or other document, is legally or
contractually required or otherwise is necessary in connection with the
execution, delivery or performance of this Agreement

                                      -36-
<PAGE>
 
by Buyer, except where failure to obtain such Consent or approval or failure to
make such filing has not had, does not have and would not reasonably be expected
to have a Material Adverse Effect on Buyer's ability to perform its obligations
hereunder.

     4.06  Acquisition of Rights.  As of the date hereof, Buyer has no actual
           ---------------------                                             
knowledge of any reason relating to Buyer that any Governmental Authority or
other party whose consent is required or contemplated hereunder, would refuse to
consent to the transfer of CATV Instruments or any rights to Buyer hereunder or
would condition granting of any such consent on the performance by Seller or
Buyer of any material obligation not expressly set forth herein.

     4.07  Representation of Mediacom.  Mediacom represents and warrants that
           --------------------------                                        
Buyer is a direct wholly-owned subsidiary of Mediacom.

5.   Covenants.
     --------- 

     5.01  Business of Seller.  From the date hereof to the Closing Date, and
           ------------------                                                
except as otherwise consented to or approved by Buyer in writing (which consent
shall not be unreasonably withheld), Seller covenants and agrees as follows:

          (a) Business in Ordinary Course.  Except as otherwise provided herein,
              ---------------------------                                       
     Seller shall conduct the CATV Business in the ordinary course, consistent
     with past practices.  Seller shall use reasonable commercial efforts to
     preserve the CATV Business intact, to retain the services of its Employees
     (including, in the sole discretion of Seller, the payment of bonuses or
     other incentives to retain such Employees) and agents, and to preserve its
     business relationships with, and the goodwill of, its customers, suppliers
     and others.  Seller shall pay before delinquent all taxes and other charges
     upon or against Seller or any of its properties or income, file when due
     all tax returns and other reports required by Governmental Authorities and
     pay when due all liabilities except those which it chooses to contest in
     good faith and by appropriate proceedings.

                                      -37-
<PAGE>
 
          (b) Books and Records.  Seller shall maintain its books, accounts and
              -----------------                                                
     records in the usual, regular and ordinary manner.

          (c) Litigation During Interim Period.  Seller will advise Buyer in
              --------------------------------                              
     writing promptly of the assertion, commencement or threat of any material
     claim, litigation, labor dispute, proceeding or investigation in which
     Seller is a party or the Acquired Assets or CATV Business may be affected.

          (d) Material Contracts and Material CATV Instruments.  Seller shall
              ------------------------------------------------               
     deliver to Buyer copies of all Material Contracts and Material CATV
     Instruments that are entered into after the date hereof and prior to the
     Closing.

          (e) Maintenance of Acquired Assets.  Seller shall maintain the
              ------------------------------                            
     Acquired Assets, including the plant and Equipment and Inventory related
     thereto, in good operating condition, except where the failure to so
     maintain would not reasonably be expected to have, individually or in the
     aggregate, a Material Adverse Effect.

          (f) Disconnection.  Seller shall continue in all material respects its
              -------------                                                     
     policies for disconnection and discontinuance of service to Basic
     Subscribers whose accounts are delinquent in accordance with those policies
     in effect on the date of this Agreement.

          (g) Disposal of Acquired Assets.  Seller shall not sell, transfer or
              ---------------------------                                     
     assign any Acquired Assets other than in the ordinary course of business
     consistent with past practices.

          (h) New Contracts.  Seller, without consent of Buyer, shall not enter
              -------------                                                    
     into any contract or commitment not on an arm's-length basis for the
     acquisition of goods or services relating to the CATV System or the CATV
     Business, exclusive of contracts or commitments with respect to capital
     expenditures, the performance of which will not be completed by the Closing
     Date and which involve an annual expenditure in excess of $25,000;

                                      -38-
<PAGE>
 
     provided, however, that if such contract or commitment is being entered
     --------  -------                                                      
     into in the ordinary course of the CATV Business, then Buyer shall not
     unreasonably withhold consent.

          (i) Increased Compensation.  Subject to Section 5.01(a), Seller shall
              ----------------------                                           
     not increase in any material respect the compensation or benefits available
     to Employees of Seller who work in the CATV Business except as required
     pursuant to existing written agreements or except in the ordinary course of
     business consistent with past practice.

          (j) Accounts Receivable Write-Offs.  Seller shall report and write off
              ------------------------------                                    
     accounts receivable in accordance with past practices.

          (k) Amendments.  Seller shall not permit the amendment or cancellation
              ----------                                                        
     of any Contract or CATV Instrument (other than those constituting Excluded
     Assets) which would, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect.

          (l) Inventories.  Seller shall maintain Inventories at normal levels
              -----------                                                     
     consistent with past practice.

          (m) Marketing Programs.  Seller agrees not to implement any new
              ------------------                                         
     marketing program, policy or practice, or implement any rate change,
     retiering or repackaging (i) outside the ordinary course of business
     consistent with past practices or (ii) designed to temporarily increase the
     number of Basic Subscribers.

     5.02  Access to Information.
           --------------------- 

          (a) Access by Buyer.  Between the date of this Agreement and the
              ---------------                                             
     Closing, Buyer shall have reasonable access upon reasonable notice during
     normal business hours to (i) all of the properties, books, reports,
     records, CATV Instruments and Contracts of Seller, and Seller shall furnish
     Buyer with all information it may reasonably request, (ii) executive
     officers of Cablevision in connection with matters relating to or arising
     out of this Agreement and (iii) the general

                                      -39-
<PAGE>
 
     manager of the CATV System, provided that reasonable advance notice is
     given to an executive officer of Cablevision. All information obtained by
     Buyer pursuant to this Agreement and in connection with the negotiation
     hereof shall be used by Buyer solely for purposes related to this Agreement
     and the acquisition of the Acquired Assets and, in the case of non-public
     information, shall, except as may be required for the performance of this
     Agreement or by Law, or as may be required to secure any financing needed
     to consummate the transactions contemplated hereby be kept in strict
     confidence by Buyer.

          (b) Access by Seller.  Subsequent to the Closing, Buyer shall preserve
              ----------------                                                  
     and give to Seller reasonable access upon reasonable notice during normal
     business hours to all of the books, reports, records, CATV Instruments and
     Contracts from files and records transferred to Buyer at the time of
     Closing, for the purposes of the preparation of tax returns, the defense of
     any claims asserted or which may be asserted with respect to which Seller
     is the Indemnitor as contemplated by this Agreement, or other proper
     purposes.

     5.03  Notification of Certain Matters.  Each party will promptly notify the
           -------------------------------                                      
other party of any fact, event, circumstance or action the existence or
occurrence of which would cause any of such party's representations or
warranties under this Agreement not to be true and correct in any material
respect.

     5.04  Forms 394.  If required, promptly after the date of this Agreement,
           ---------                                                          
Seller and Buyer shall, at their own expense, prepare and file properly prepared
Applications for Franchise Authority Consent to Assignment or Transfer of
Control or Cable Television Franchise FCC 394 with the local Government
Authorities that have issued franchises to Seller, and shall file all additional
information required by such franchises or applicable local Laws or that the
Governmental Authorities deem necessary or appropriate in connection with their
consideration of the request of Seller or Buyer that such authority approve of
the transfer of the franchises included in the CATV System to Buyer.

                                      -40-
<PAGE>
 
     5.05  Monthly Financial Statements.  Between the date of execution and
           ----------------------------                                    
delivery of this Agreement and the Closing Date, Seller shall deliver to Buyer
within thirty-five (35) days after the end of each calendar month, unaudited
financial information in the form customarily prepared by Seller with respect to
the CATV Business and other reports with respect to the CATV Business
(including, without limitation, capital expenditures to the CATV Business,
reports setting forth the revenue and cash flow of the CATV Business for each
month and year-to-date, subscriber information for basic subscribers and premium
service units, disconnect requests, and such other information as Buyer may
reasonably request which is in the form customarily prepared by Seller,
beginning as soon as practicable after the date of this Agreement).  Such
financial information and monthly operating statements shall present fairly and
accurately in all material respects the financial condition and results of
operations of Seller and the CATV Business for the period then ended and  as of
such dates and be prepared in accordance with GAAP  consistently applied through
the periods specified subject to normal recurring adjustments.

     5.06  Covenant Not to Compete.  The term "Covenantors" as used in this
           -----------------------                                         
Section 5.06 shall be defined to mean Seller and Cablevision.

           (a) Each Covenantor covenants and agrees that for a period of three
     years after Closing (or such period as allowed by law if less than three
     years), no Covenantor nor any corporation, firm or other entity controlled
     by such Covenantor (alone or in combination with any other Covenantor) will
     acquire, manage, operate or control, any cable television system,
     multichannel multipoint distribution system ("MMDS"), satellite master
                                                   ----                    
     antenna system ("SMATV") or local multipoint distribution system ("LMDS")
                      -----                                             ----  
     within the System Area.  Notwithstanding anything contained herein, the
     ownership of securities of any company which is "publicly held" and which
     do not constitute more than five percent (5%) of the voting rights or
     equity interests of such entity shall not constitute a violation of this
     covenant.

          (b) Each Covenantor agrees that in the event that any Covenantor
     commits a breach or threatens to commit a

                                      -41-
<PAGE>
 
     breach of any of the provisions of this Section 5.06 as a result of actions
     by such Covenantor or any corporation, firm or other entity controlled by
     such Covenantor, Buyer shall have the right and remedy to have the
     provisions of this Section 5.06 specifically enforced by any court having
     jurisdiction, it being acknowledged and agreed that any such breach could
     cause immediate irreparable injury to Buyer and that money damages would
     not provide an adequate remedy at law for any such breach or threatened
     breach. Such right and remedy shall be in addition to, and not in lieu of,
     any other rights and remedies including damages available to Buyer at law
     or in equity.

          (c) If any of the provisions of, or covenants contained in, this
     Section 5.06 are hereafter construed to be wholly or to any extent invalid
     or unenforceable in any jurisdiction, the same shall be deemed
     automatically modified to the minimum extent necessary to make such
     provision or covenant enforceable, and the same shall not affect the
     remainder of the provisions to the extent not invalid or unenforceable in
     such jurisdiction or the enforceability thereof without limitation in any
     other jurisdiction.

     5.07  No Solicitation.  Between the date of this Agreement and the Closing
           ---------------                                                     
Date, Seller shall not, and shall cause its partners, officers, directors,
employees, agents and representatives not to, initiate, solicit or encourage,
directly or indirectly, any inquiries or the making of any proposal with respect
to the CATV Business, engage in any negotiations concerning, or provide to any
other Person any information or data relating to the CATV Business, the CATV
System, the Acquired Assets, or Seller for the purposes of, or have any
discussions with any Person relating to, or otherwise cooperate in any way with
or assist or participate in, facilitate or encourage, any inquiries or the
making of any proposal which constitutes, or may reasonably be expected to lead
to, any effort or attempt by any other Person to seek or effect a sale of all or
substantially all of Seller, the Acquired Assets, the CATV System or the CATV
Business.

6.   Deliveries at Closing.
     --------------------- 

                                      -42-
<PAGE>
 
     6.01  Deliveries by Seller.  At the Closing, Seller will deliver or cause
           --------------------                                               
to be delivered to Buyer:

           (a) Such deeds (consisting of special warranty deeds unless Seller
     received a lesser deed in connection with its acquisition of such property,
     then a quitclaim deed or such other form of deed as Seller determine is
     appropriate based on advice of its counsel), certificates or title
     policies, bills of sale, endorsements, and other good and sufficient
     instruments of conveyance, transfer and assignment as are necessary to vest
     in Buyer the right, title and interest of Seller in accordance herewith in
     and to the Acquired Assets in a form reasonably satisfactory to Buyer.

           (b) A certificate signed by a principal officer of Seller, dated as
     of the Closing, representing and certifying to Buyer as to the matters set
     forth in Sections 7.02, 7.03, 7.04 and 7.05.

           (c) A Bill of Sale, General Assignment and Instrument of Assumption
     of Liabilities in substantially the form of Exhibit B hereto.

           (d) An opinion of Seller's Massachusetts Counsel, substantially in
     the form of Exhibit D-1 hereto, an opinion of Seller's Missouri Counsel,
     substantially in the form of Exhibit D-2 hereto, and an opinion of CSC
     Holdings, Inc.'s General Counsel in the form of Exhibit D-3 hereto.

           (e) An opinion of Seller's FCC Counsel, substantially in the form of
     Exhibit G hereto.

           (f) Evidence that the waiting period under the HSR Act and Rules, if
     applicable, has expired.

           (g) Evidence in a form and substance reasonably satisfactory to Buyer
     of receipt of the Buyer Required Consents and approvals listed on Schedule
     3.02 as required as conditions to the transactions contemplated hereunder
     have been obtained.

                                      -43-
<PAGE>
 
          (h) The Indemnity Escrow Agreement, in substantially the form attached
     hereto as Exhibit F, executed by Seller.

     6.02  Deliveries by Buyer.  At the Closing, Buyer will deliver or cause to
           -------------------                                                 
be delivered to Seller:

          (a) The Purchase Price as provided in Section 2.02.

          (b) A Bill of Sale, General Assignment and Instrument of Assumption of
     Liabilities in the form of Exhibit B hereto.

          (c) A certificate signed by a member or manager of Buyer dated as of
     the Closing, representing and certifying to Seller as to matters set forth
     in Sections 8.02, 8.03, 8.04 and 8.05.

          (d) An opinion of Buyer's Counsel, substantially in the form of
     Exhibit E hereto.

          (e) Evidence in a form and substance reasonably satisfactory to Seller
     that the Seller Required Consents listed on Schedule 4.05 have been
     obtained.

          (f) Evidence that the waiting period under the HSR Act and Rules, if
     applicable, has expired.

          (g) The Indemnity Escrow Agreement, in substantially the form attached
     hereto as Exhibit F, executed by Buyer.

7.   Conditions to the Obligations of Buyer.
     -------------------------------------- 

     The obligations of Buyer to complete the transactions provided for herein
are subject to the fulfillment, of all of the following conditions any of which
may be waived in writing by Buyer:

     7.01  Receipt of Consents.  The conditions specified in Section 9.02 shall
           -------------------                                                 
have been satisfied and the Buyer Required Consents described in Schedules 3.02
and 4.05, shall have been obtained and be in full force and effect.  In the
event that Buyer waives the obtaining of a Buyer Required Consent, Buyer

                                      -44-
<PAGE>
 
agrees that the failure to obtain such Buyer Required Consent shall in no event
constitute the breach of any representation or warranty of Seller or a default
by Seller hereunder.

     7.02  Seller's Authority.  All actions under the documents governing
           ------------------                                                
Seller that are necessary to authorize (i) the execution and delivery of this
Agreement by Seller and the performance by Seller of its obligations under this
Agreement and (ii) the consummation of the transactions contemplated hereby,
shall have been duly and validly taken by Seller and shall be in full force and
effect on the Closing Date.

     7.03  Performance by Seller.  Seller shall have performed all of its
           ---------------------                                         
agreements and covenants hereunder (including, without limitation, its covenants
in Articles 5, 6 and 9) to the extent such are required to be performed at or
prior to the Closing except (and other than with respect to covenants and
agreements set forth in Section 6.01) where the failure to perform, individually
or in the aggregate, has not had, does not have or would not reasonably be
expected to have, a Material Adverse Effect or which does not have a material
adverse affect on the ability of Seller to consummate the transactions
contemplated hereby.

     7.04  Absence of Breach of Warranties and Representations.  The
           ---------------------------------------------------      
representations and warranties of Seller contained in this Agreement shall be
true and correct on and as of the Closing Date with the same force and effect as
if made on and as of such date, except (i) to the extent that such
representations and warranties describe a condition on a specified time or date
or are affected by the conclusion of the transactions permitted or contemplated
hereby or the conduct of the CATV Business in accordance with Article 5 hereof
between the date hereof and the Closing Date, or (ii) where the failure of such
representations and warranties to be true and correct, individually or in the
aggregate, does not have, has not had and would not reasonably be expected to
have, a Material Adverse Effect.

     7.05  Absence of Proceedings.  No Judgment shall have been issued enjoining
           ----------------------                                               
or preventing the consummation of the transactions contemplated hereby.

                                      -45-
<PAGE>
 
     7.06  Maximum Negative Subscriber Adjustment.  The Basic Subscriber
           --------------------------------------                       
Estimate shall not be less than 3,500 Basic Subscribers; provided, however, that
if the Basic Subscriber Estimate is less than 3,500 Basic Subscribers, Buyer may
in its sole discretion elect to proceed to a Closing in which case (i) the
maximum Subscriber Adjustment at Closing will be a negative $230,731, (ii) Buyer
and Seller agree that neither of them shall be entitled to a Final Subscriber
Adjustment and that after the Closing Date the provisions of Section 2.04(b)
shall be of no force and effect (except for purposes of determining the meaning
of certain defined terms under this Agreement) and (iii) this condition shall be
deemed waived in writing by Buyer.

8.   Conditions to the Obligations of Seller.
     --------------------------------------- 

     The obligations of Seller to complete the transactions provided for herein
are subject to the fulfillment of all of the following conditions, any of which
may be waived in writing by Seller.

     8.01  Receipt of Consents.  The conditions specified in Section 9.02 shall
           -------------------                                                 
have been satisfied and the Seller Required Consents described in Schedules 3.02
and 4.05 shall have been obtained and shall be in full force and effect.  In the
event that Seller waives the obtaining of a Seller Required Consent, Seller
agrees that the failure to obtain such Seller Required Consent shall in no event
constitute the breach of any representation or warranty of Buyer or a default by
Buyer hereunder.

     8.02  Buyer's Authority.   All member or manager and other actions
           -----------------                                           
necessary to authorize (i) the execution, delivery and performance by Buyer of
this Agreement, and (ii) the consummation of the transactions contemplated
hereby, shall have been duly and validly taken by Buyer and shall be in full
force and effect on the Closing Date.

     8.03  Performance by Buyer.  Buyer shall have performed in all material
           --------------------                                             
respects all covenants (including, without limitation, its covenants and
agreements set forth in Article 5, 6, or 9) and agreements to be performed by it
hereunder to the extent such are required to be performed at or prior to the
Closing except (and other than with respect to covenants

                                      -46-
<PAGE>
 
and agreements set forth in Section 6.02) where the failure to perform does not
have a Material Adverse Effect on the ability of Buyer and Seller to consummate
the transactions contemplated hereby.

     8.04  Absence of Breach of Representations and Warranties.  All
           ---------------------------------------------------      
representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with the
same effect as if then made, except to the extent that such representations and
warranties describe a condition on a specified time or date or are affected by
the conclusion of the transactions permitted or contemplated hereby or the
conduct of the CATV Business in accordance with Article 5 hereof between the
date hereof and the Closing Date.

     8.05  Absence of Proceedings.  No Judgment shall have been issued enjoining
           ----------------------                                               
or preventing the consummation of the transactions contemplated hereby.

     8.06   Maximum Negative Subscriber Adjustment. The Basic Subscriber
            --------------------------------------                      
Estimate shall not be less than 3,500 Basic Subscribers; provided, however, that
                                                         --------  -------      
if the Basic Subscriber Estimate is less than 3,500 Basic Subscribers, Buyer may
in its sole discretion elect to proceed to a Closing in which case (i) the
maximum Subscriber Adjustment at Closing will be a negative $230,731, (ii) Buyer
and Seller agree that after the Closing Date neither of them shall be entitled
to a Final Subscriber Adjustment and that the provisions of Section 2.04(b)
shall be of no force and effect (except for purposes of determining the meaning
of certain defined terms under this Agreement) and (iii) this condition shall be
deemed waived in writing by Seller.

9.   Covenants.
     --------- 

     9.01  Compliance with Conditions.  Each of the parties hereto covenants and
           --------------------------                                           
agrees with the other to exercise reasonable commercial efforts to perform,
comply with and otherwise satisfy each and every one of the conditions to be
satisfied by such party hereunder and each party shall use reasonable commercial
efforts to notify promptly the other if it shall learn that any conditions to
performance of either party will not be fulfilled.

                                      -47-
<PAGE>
 
     9.02  Compliance with HSR Act and Rules.
           --------------------------------- 

          (a) The performance of the obligations of all parties under this
     Agreement is subject to the condition that, if the HSR Act and Rules are
     applicable to the transactions contemplated hereby, the waiting period
     specified therein, as the same may be extended, shall have expired without
     action taken to prevent the consummation of the transactions contemplated
     hereby.

          (b) Each of the parties hereto will use its reasonable commercial
     efforts to comply promptly with any applicable requirements under the HSR
     Act and Rules relating to filing and furnishing of information to the FTC
     and the Antitrust Division of the DOJ, the parties' actions to include,
     without limitation, (i) filing or causing to be filed the HSR Report
     required to be filed by them, or by any other Person that is part of the
     same "person" (as defined in the HSR Act and Rules) or any of them, and
     taking all other action required by the HSR Act or Rules; (ii) coordinating
     the filing of such HSR Reports (and exchanging drafts thereof) so as to
     present both HSR Reports to the FTC and the DOJ at the time selected by the
     mutual agreement of Seller and Buyer, and to avoid substantial errors or
     inconsistencies between the two in the description of the transaction; and
     (iii) using their reasonable commercial efforts to comply with any
     additional request for documents or information made by the FTC or the DOJ
     or by a court and assisting the other parties to so comply.

          (c) Notwithstanding anything herein to the contrary, in the event that
     the consummation of the transactions contemplated hereby is challenged by
     the FTC or the DOJ or any agency or instrumentality of the Federal
     Government by an action to stay or enjoin such consummation, then Buyer and
     Seller (each, a "Side") shall cooperate with each other, as reasonably
                      ----                                                 
     requested, but not beyond the Outside Date, to contest such action until
     such Side does not reasonably believe that there are reasonable grounds to
     contest such action, at which time such Side shall have the right to
     terminate this Agreement unless the other of such Sides, at its sole

                                      -48-
<PAGE>
 
     cost and expense, elects to contest such action, in which case the
     noncontesting Side shall cooperate with the contesting Side and assist the
     contesting Side, as reasonably requested, to contest such action until such
     time as any party terminates this Agreement under this Section or Article
     12. In the event that such a stay or injunction is granted (preliminary or
     otherwise), then either Buyer or Seller may terminate this Agreement by
     prompt written notice to the other(s). If any other form of equitable
     relief affecting any party is granted to the FTC, the DOJ or other such
     agency or instrumentality, then such party may terminate this Agreement by
     prompt written notice to the other parties. Upon any termination pursuant
     to this Section 9.02(c) other than as a result of a breach of this
     Agreement, no party shall have any further obligation or liability to the
     other parties under this Agreement. To effectuate the intent of the
     foregoing provisions of this Section 9.02, the parties agree to exchange
     requested or required information in making the filings and in complying as
     above provided, and the parties agree to take all necessary steps to
     preserve the confidentiality of the information set forth in any filings
     including, without limitation, limiting disclosure of exchanged information
     to counsel for the nondisclosing party or parties.

     9.03  Applications for Consent to Transfer the Acquired Assets.
           -------------------------------------------------------- 

          (a) Subject to Section 5.04 and Section 9.02, in order to secure
     requisite Consents to the transfer to Buyer of the Acquired Assets, Buyer
     with respect to the Consents listed on Schedule 4.05 and Seller with
     respect to the Consents listed in Schedule 3.02 shall proceed as promptly
     as practicable and in good faith and using reasonable commercial efforts,
     to prepare, file and prosecute such application or applications as may be
     necessary to obtain each such consent or approval.  Buyer and Seller shall
     use reasonable commercial efforts to promptly assist each other and shall
     take such prompt and affirmative actions as may be reasonably necessary in
     obtaining such Consents required to be obtained hereunder and shall
     cooperate with each other in the preparation, filing and prosecution of
     such applications as may be

                                      -49-
<PAGE>
 
     reasonably necessary, and agree to furnish all information required by the
     approving entity, and to be represented at such meetings or hearings as may
     be scheduled to consider such applications. Buyer agrees to negotiate in
     good faith with any applicable Governmental Authority with respect to any
     reasonable request made by such Governmental Authority in connection with
     obtaining any Consents, renewals or extensions. Without limiting in any
     respect the foregoing, each party agrees to file applications acceptable to
     all parties with all appropriate Governmental Authorities for all consents
     or approvals required to consummate the transactions hereunder within
     forty-five (45) days after the date of this Agreement.

          (b) Buyer agrees that, except as provided in the following sentence,
     it will not, without the prior written consent of Seller, take any action
     to amend or that would amend or modify any application filed as provided in
     this Section 9.03 after the date that such application is accepted as
     complete.  Buyer and Seller agree that Buyer may amend or modify one time
     any such application or applications previously filed without the consent
     of Seller so long as such amendments or modifications are required by
     applicable Law; provided, that if, as a result of such amendments or
                     --------                                            
     modifications, the conditions precedent to Closing cannot be satisfied by
     the Outside Date, then Buyer and Seller agree that the Outside Date shall
     automatically be extended to the first date on which the approval period
     with respect to such amendments or modifications shall have expired, but in
     no event beyond twelve months from the date of this Agreement.  In the
     event that Buyer breaches the provisions of this Section 9.03(b) and as a
     direct result thereof the conditions precedent to Closing cannot be
     satisfied by the Outside Date, as extended, then Seller may (if it so
     elects) (i) extend the Outside Date in Section 12.01 to a date that will
     give effect to any resulting delay; or (ii) terminate this Agreement under
     Section 12.02 hereof.

     9.04  Records, Taxes and Related Matters.  Seller and Buyer shall each make
           ----------------------------------                                   
their respective books and records (including work papers in the possession of
their respective

                                      -50-
<PAGE>
 
accountants) available for inspection by the other party, or by its duly
authorized representatives, for reasonable business purposes at all reasonable
times during normal business hours, on reasonable notice, for a seven (7) year
period after the Closing Date with respect to all transactions of the CATV
Business occurring prior to or relating to the Closing, and the historical
financial condition, assets, liabilities, results of operation and cash flows of
the CATV Business for any period prior to the Closing. In the case of records
owned by Seller, such records shall be made available at Seller's executive
office, and in the case of records owned by Buyer, such records shall be made
available at the office at which such records are maintained. As used in this
Section 9.04, the right of inspection includes the right to make copies for
reasonable business purposes. In all cases where Buyer, pursuant to the terms
hereof, has assumed Seller's liability for the payment of taxes (including,
without limitation, deposits), Buyer shall (unless and to the extent otherwise
requested by Seller) prepare and file all returns, reports, information
statements, forms or other documents required to be filed with respect to such
taxes, all in a timely and proper fashion and as may be reasonably necessary or
appropriate to assure that Seller shall be in material compliance with law, and
Buyer shall pay or cause to be paid all such taxes when due.

     9.05  Non-Assignment.  Notwithstanding any provision to the contrary
           --------------                                                
contained herein (but not in limitation of Seller's obligations under Section
9.03 or the conditions set forth in Section 7.01), Seller shall not be obligated
to assign to Buyer any Contract or CATV Instrument which provides that it may
not be assigned without the consent of the other party thereto and for which
such consent is not obtained, but in any such event, Seller shall, to the extent
reasonably necessary, cooperate with Buyer in any commercially reasonable
arrangement designed to provide the benefits thereof to Buyer. Without limiting
the generality of any provision elsewhere herein contained, the non-assignment
of any of the foregoing shall not, to the extent that it is otherwise an Assumed
Liability hereunder, alter its status as such or relieve Buyer of its
obligations or liabilities with respect thereto so long as and only to the
extent Buyer obtains the benefit of the Acquired Asset relating to such Assumed
Liability.

                                      -51-
<PAGE>
 
     9.06  Use of Names and Logos.  For a period of one hundred and twenty (120)
           ----------------------                                               
days after the Closing Date, Buyer shall be entitled to use trademarks, trade
names, service marks, service names, logos, and similar proprietary rights of
Seller to the extent incorporated in the Acquired Assets transferred to it at
Closing; provided that Buyer shall use commercially reasonable efforts to remove
all names, marks, logos and other rights of Seller from the Acquired Assets as
soon as reasonably practicable after Closing.

10.    Survival of Representations, Warranties, Covenants and Other Agreements;
       ------------------------------------------------------------------------
       Indemnification.
       --------------- 

      10.01  Survival of Representations, Warranties, Covenants and Other
             ------------------------------------------------------------
Agreements.  All representations, warranties, covenants and other agreements
----------                                                                  
made by the parties to this Agreement (other than representations and warranties
set forth in (i) Section 3.06(d) which shall survive the Closing for a period of
two (2) years and (ii) Section 3.05, Section 3.06(a) or relating to claims by
third parties with respect to Excluded Liabilities which shall each survive the
Closing for the period ending 60 days after the expiration of the relevant
statute of limitations applicable to such claims) shall survive the Closing for
a period of one year, and shall thereafter terminate.

     10.02  Indemnification by Seller.
            ------------------------- 

           (a)  Indemnity.  Subject to Section 10.01 and Section 10.05, Seller
                ---------                                                     
     agrees to indemnify, defend and hold harmless Buyer, its affiliates and its
     respective shareholders, directors, officers, partners, employees, agents,
     successors and assigns (a "Seller Indemnified Party"), from and against all
                                ------------------------                        
     losses, damages, liabilities, deficiencies or obligations, including,
     without limitation, all claims, actions, suits, proceedings, demands,
     judgments, assessments, fines, interest, penalties, costs and expenses
     (including, without limitation, settlement costs and reasonable legal fees)
     (collectively, "Losses") to which they may become subject as a direct
                     ------                                               
     result of (x) the Excluded Liabilities, (y) any and all misrepresentations
     or breaches of a representation herein or warranty (other than that
     contained in Section 3.06(d), which is provided

                                      -52-
<PAGE>
 
     for in Section 10.05) or the nonperformance or breach of any covenants or
     agreements of Seller contained herein and (z) solely in the event that the
     Basic Subscriber Estimate is less than 3,500 Basic Subscribers and Buyer
     and Seller waive the conditions set forth in Sections 7.06 and 8.06 hereof,
     a misrepresentation of the number of Basic Subscribers in the Basic
     Subscriber Estimate such that the actual number of Basic Subscribers
     delivered on the Closing Date is less than the number of Basic Subscribers
     included in the Basic Subscriber Estimate.

          (b) Payment.  Any obligations of Seller under the provisions of this
              -------                                                         
     Article (including, for the avoidance of doubt, Section 10.05) shall be
     paid promptly to Seller Indemnified Party by Seller and shall represent a
     retrospective adjustment to Purchase Price.  The amount of such payment
     (and adjustment) shall be equal to the amount of the Loss incurred by the
     Seller Indemnified Party on account of the matter for which indemnification
     is required hereunder less any payments made or to be made to the Seller
     Indemnified Party under any insurance, indemnity or similar policy or
     arrangement.

          (c)  Buyer's Basket.  Notwithstanding anything contained herein to the
               --------------                                                   
     contrary, the indemnification provided above shall apply only to the extent
     that, and not until, the aggregate of all amounts subject to
     indemnification under this Section 10.02 exceeds Sixty Thousand Dollars
     ($60,000) (the "Buyer's Basket").  In any event, the maximum amount that
                     --------------                                          
     Seller will be required to pay under this Section 10.02 and Section 10.05
     in respect of all claims by all parties is Five Hundred Thousand Dollars
     ($500,000); provided, however, that the Buyer's Basket and Five Hundred
                 --------  -------                                          
     Thousand ($500,000) maximum shall not apply to claims relating to Excluded
     Liabilities and as to which Seller has been given a complete opportunity to
     contest, dispute, defend against and appeal by appropriate proceedings.
     For avoidance of doubt, amounts paid by Buyer under Section 10.05 shall not
     apply toward Buyer's Basket.

     10.03  Indemnification by Buyer.
            ------------------------ 

                                      -53-
<PAGE>
 
           (a)  Indemnity.  Subject to Section 10.01, Buyer agrees to indemnify,
                ---------                                                       
     defend and hold harmless Seller and its respective shareholders, partners,
     directors, officers, employees, agents, successors and assigns (a "Buyer
                                                                        -----
     Indemnified Party"), from and against all Losses to which they may become
     -----------------                                                        
     subject as a direct result of: (i) any and all misrepresentations or
     breaches of a representation or warranty or the nonperformance or breach of
     any covenant or agreement of Buyer contained herein; (ii) the Assumed
     Liabilities; or (iii) the ownership and operation of the Acquired Assets
     and the CATV Business after the Closing.

          (b) Payments.  Any obligations of Buyer under the provisions of this
              --------                                                        
     Article shall be paid promptly to the Buyer Indemnified Party by Buyer.
     The amount of such payment shall be equal to the amount of the Loss
     incurred by the Buyer Indemnified Party on account of the matter for which
     indemnification is required hereunder less any payments made or to be made
     to the Buyer Indemnified Party under any insurance, indemnity or similar
     policy or arrangement.

          (c) Seller's Basket.  Notwithstanding anything contained herein to the
              ---------------                                                   
     contrary, the indemnification provided above shall apply only to the extent
     that, and not until, the aggregate of all amounts subject to
     indemnification under this Section 10.03 exceeds Sixty Thousand Dollars
     ($60,000)(the "Seller's Basket").  In any event, the maximum amount that
                    ---------------                                          
     Buyer will be required to pay under this Section 10.03 in respect of all
     claims by all parties is Five Hundred Thousand Dollars ($500,000);
                                                                       
     provided, however, that the Seller's Basket and Five Hundred Thousand
     --------  -------                                                    
     ($500,000) maximum shall not apply to claims relating to Assumed
     Liabilities.

     10.04  Third Party Claims.  If any claim ("Asserted Claim") covered by the
            ------------------                  --------------                 
foregoing indemnities is asserted against any indemnified party ("Indemnitee"),
                                                                  ----------   
it shall be a condition to the obligations under this Article that the
Indemnitee shall promptly give the indemnifying party ("Indemnitor") notice
                                                        ----------         
thereof in accordance with Section 13.05.  The Indemnitee shall give Indemnitor
an opportunity to control negotiations toward resolution of such claim without

                                      -54-
<PAGE>
 
the necessity of litigation, and, if litigation ensues, to defend the same with
counsel reasonably acceptable to Indemnitee, at Indemnitor's expense, and
Indemnitee shall extend reasonable cooperation in connection with such defense.
If the Indemnitor fails to assume control of the negotiations prior to
litigation or to defend such action within a reasonable time, Indemnitee shall
be entitled, but not obligated, to assume control of such negotiations or
defense of such action, and Indemnitor shall be liable to the Indemnitee for its
expenses reasonably incurred in connection therewith which Indemnitor shall
promptly pay.  Neither Indemnitor nor Indemnitee shall settle, compromise, or
make any other disposition of any Asserted Claims, which would or might result
in any liability to Indemnitee or Indemnitor, respectively, under this Article
10 without the written consent of Indemnitee or Indemnitor, respectively, which
shall not be unreasonably withheld; provided, that the Indemnitor may settle,
                                    --------                                 
compromise or make any other disposition of Asserted Claims if the same includes
a complete discharge of the Indemnitees.

     10.05  Environmental Matters.   Buyer may perform, at its option and at its
            ---------------------                                               
own expense, Phase I environmental site assessments and asbestos studies (the
"Environmental Reports") of the Real Property performed by one or more reputable
----------------------                                                          
environmental firms designated by Buyer and reasonably acceptable to Seller.
Buyer covenants to notify Seller of any adverse environmental conditions
affecting the Real Property of which it has knowledge prior to Closing.  If
environmental conditions are uncovered as a result of obtaining such
Environmental Reports or as a result of subsequent investigations conducted by
Buyer after Closing pursuant to such Environmental Reports and (i) remediation
of such conditions is required by Environmental Law or such conditions, if not
remediated, would in their then existing state reasonably be expected to subject
Buyer to fines or penalties as a result of such conditions violating
Environmental Law or (ii) Seller's representations and warranties in Section
3.06(d) are breached, then (a) Buyer will pay the first Seventeen Thousand
Dollars ($17,000) of actual out-of-pocket remediation expense associated with
such environmental conditions, (b)  Buyer and Seller will share equally the next
One Hundred and Ten Thousand Dollars ($110,000) of actual out-of-pocket
remediation expense

                                      -55-
<PAGE>
 
associated with such environmental conditions, and (c) Seller will pay all of
the remainder of such actual out-of-pocket remediation expense associated with
the environmental conditions; provided, however, in no event will Seller pay in
                              --------  -------
excess of Five Hundred Thousand Dollars ($500,000) in the aggregate as a result
of payments made under this Section 10.05 and Section 10.02 and, provided
further, that Buyer shall have no obligation to pay or incur any remediation
expense unless and until the Closing shall have occurred. Any environmental
conditions uncovered as a result of performing the Environmental Reports will
not affect the Closing, unless as a result thereof, a condition precedent to
Closing cannot be satisfied. Seller and Buyer agree that Buyer shall not be
entitled to make any claims against Seller pursuant to this Section 10.05
subsequent to the date that is two (2) years after the Closing.

     10.06   Sole Remedy Upon Closing.  Seller and Buyer agree (a) that the
             ------------------------                                      
indemnification under Sections 10.02 and 10.05 of this Agreement is the sole
remedy of Buyer for a breach of this Agreement by Seller in the event the
transactions contemplated by this Agreement are consummated and (b) that the
indemnification under Section 10.03 of this Agreement is the sole remedy of
Seller for a breach of this Agreement by Buyer in the event the transactions
contemplated by this Agreement are consummated.

11.  Further Assurances.
     ------------------ 

     From time to time after the Closing, each party will execute and deliver
such other instruments of conveyance and transfer, fully cooperate with the
other parties and take such other actions as the other parties reasonably may
request to effect the purposes and intent of this Agreement; provided, however,
that nothing in this Agreement shall be deemed to require or permit Seller or
Buyer to take any action that would otherwise require approval of any CATV
Licenses by any Governmental Authority prior to the time such approval is
obtained.

12.  Closing.
     ------- 

     12.01  Closing.  The Closing shall take place at the offices of Buyer's
            -------                                                         
counsel at 10:00 A.M., local time, on the

                                      -56-
<PAGE>
 
fifth (5th) business day after all consents required as conditions to the sale
as provided in Section 7.01 have been received (the "Closing Date"); and
                                                     ------------
provided further that if the Closing shall not have occurred prior to the
expiration of nine months from the date of this Agreement or as extended
pursuant to Section 9.03 (the "Outside Date"), this Agreement shall terminate
                               ------------
unless otherwise provided by the mutual written agreement of Buyer and Seller.
If, as of the Outside Date, the Closing cannot be effected, all parties hereto
shall be released from all obligations hereunder other than obligations arising
from a breach or default hereunder, and each party hereto will bear expenses as
provided in Section 13.06 hereof. At the Closing, the parties hereto shall
execute and deliver all instruments and documents as shall be necessary in the
reasonable opinion of counsel for the respective parties to consummate the
transactions contemplated herein.

    12.02  Termination.  In addition to the termination provided for in Section
           -----------                                                         
12.01, this Agreement may be terminated and the transactions contemplated hereby
may be abandoned:

          (a) At any time, by the mutual written agreement of Buyer and Seller;

          (b) By Buyer, upon and effective as of the date of written notice to
     Seller, if any of the conditions to the obligations of Buyer set forth in
     Article 7 shall not have been waived or satisfied at the time of the
     Closing;

          (c) By Buyer, if there has been a breach by Seller of any of their
     representations, warranties, covenants or agreements contained in this
     Agreement, and such breach shall not have been cured within a reasonable
     time after notice thereof to Seller, or cannot reasonably be cured, in
     either case, such that the provisions of Sections 7.01, 7.02, 7.03 or 7.04
     of this Agreement are incapable of being satisfied by the Outside Date;

          (d) By Seller, upon and effective as of the date of written notice to
     Buyer, if any of the conditions to the obligations of Seller set forth in
     Article 8 shall not have been waived or satisfied at the time of the
     Closing;

                                      -57-
<PAGE>
 
          (e) By Seller, if there has been a breach by Buyer of any of its
     representations, warranties, covenants or agreements contained in this
     Agreement, and such breach shall not have been cured within a reasonable
     time after notice thereof to Buyer or cannot reasonably be cured, in either
     case, such that the provisions of Sections 8.01, 8.02, 8.03 or 8.04 of this
     Agreement are incapable of being satisfied by the Outside Date;

          (f) By Seller or Buyer, upon and effective as of the date of written
     notice to the other parties, pursuant to the termination provisions of
     Section 9.02(c);

          (g) By Seller, upon and effective as of the date of written notice to
     Buyer, pursuant to the termination provisions of Section 9.03(b);

          (h) By Buyer, if Seller refuses to proceed or tender performance at
     Closing; or

          (i) By Seller, if Buyer refuses to proceed or tender performance at
     Closing.

     12.03  Remedies Upon Default.
            --------------------- 

           (a)  Buyer's Default.  Subject to the last sentence of this Section
                ---------------                                               
     12.03(a), if (i) Seller terminates this Agreement pursuant to Section
     12.02(d) as a result of any of the conditions set forth in Sections 8.01,
     8.02, 8.03 or 8.04 not having been satisfied at the time the Closing should
     have otherwise occurred and such failure to have any such condition
     satisfied is due to Buyer's breach of any material term, condition,
     covenant or agreement of this Agreement, or (ii) this Agreement shall
     terminate pursuant to Section 12.01 or Section 12.02(g) and such failure of
     the Closing to occur on or prior to the Outside Date is due to Buyer's
     breach of any material term, condition, covenant or agreement of this
     Agreement, or (iii) Seller terminates this Agreement pursuant to Section
     12.02(i) because Buyer refuses to proceed or tender performance at the
     Closing, or (iv) Seller terminates this Agreement pursuant to Section
     12.02(e), then, unless, in the case of clause (iii), at the Closing there
     is a nonfulfillment of any of the conditions

                                      -58-
<PAGE>
 
     precedent specified in Article 7 hereof (other than as a result of Buyer's
     breach of its obligations hereunder) or unless in the case of clause (i),
     (ii), (iii) or (iv) Seller is in material breach under this Agreement,
     Seller shall be entitled to receive the deposit in the Earnest Money
     Escrow, pursuant to the Earnest Money Escrow Agreement. The parties agree
     that such payment to Seller shall constitute liquidated damages and not a
     penalty and that the amount of such liquidated damages are reasonable in
     light of the nature of the harm to Seller and the difficulty in assessing
     actual damages.

          (b)  Seller's Default.  If (i) Buyer terminates this Agreement
               ----------------                                         
     pursuant to Section 12.02(b) as a result of any of the conditions set forth
     in Sections 7.01, 7.02, 7.03 or 7.04 not having been satisfied at the time
     the Closing should have otherwise occurred and such failure to have any
     such condition satisfied is due to Seller's breach of any material term
     condition, covenant or agreement of this Agreement, or (ii) this Agreement
     shall terminate pursuant to Section 12.01 and such failure of the Closing
     to occur on or prior to the Outside Date is due to Seller's breach of any
     material term, condition, covenant or agreement of this Agreement, or (iii)
     Buyer terminates this Agreement pursuant to Section 12.02(h) because Seller
     refuses to proceed or tender performance at the Closing, or (iv) Buyer
     terminates this Agreement pursuant to Section 12.02(c) then, unless in the
     case of clause (iii), at the Closing there is a nonfulfillment of any of
     the conditions precedent specified in Article 8 hereof (other than as a
     result of Seller's breach of its obligations hereunder) or unless in the
     case of clause (i), (ii), (iii) or (iv) Buyer is in material breach under
     this Agreement, Buyer shall be entitled to recover Damages from Seller
     suffered by Buyer as a result of such breach but in no event shall Buyer be
     entitled to recover in excess of $500,000 as a result of damages suffered
     hereunder.  Alternatively, if at any time on or prior to the Closing Date,
     Seller shall be in material breach or be in material default of its
     obligations under this Agreement, including if the Closing does not occur
     due to the refusal by Seller to proceed or tender performance at Closing in
     violation of their obligations under this Agreement, and, with respect to
     any such breach or

                                      -59-
<PAGE>
 
     default by Seller occurring prior to the time the conditions set forth in
     Section 7 and 8 hereof have been waived or satisfied, provided that Buyer
                                                           --------
     is not then in material breach or in material default of its obligations
     under this Agreement, Buyer shall be entitled to require Seller to
     specifically perform and consummate the transactions in accordance with
     this Agreement, if necessary, through injunction, court order or other
     process, and to recover from Seller any costs and expenses incurred by
     Buyer in connection therewith. The remedy of specific performance is in
     addition to, and Buyer shall be entitled to, any and all other rights and
     remedies at law, including damages, available to Buyer in accordance with
     the terms of this Agreement, provided that in no event shall Buyer be
     entitled to recover in excess of $500,000 as a result of damages suffered
     hereunder, and provided further that the remedy of specific performance is
     only available if Buyer does not terminate this Agreement and does not
     proceed at law for damages from Seller.

     12.04 Return of Earnest Money Escrow. Subject to Section 12.03(a) of this
           ------------------------------                                     
Agreement and the terms of the Earnest Money Escrow Agreement, upon the
termination of this Agreement, the Earnest Money Escrow, together with any
income thereon, shall be returned, paid or delivered to Buyer, as the case may
be.

13.  Miscellaneous.
     ------------- 

     13.01 Amendments; Waivers.  This Agreement cannot be changed or terminated
           -------------------                                                 
orally and no waiver of compliance with any provision or condition hereof and no
consent provided for herein shall be effective unless evidenced by an instrument
in writing duly executed by the party hereto sought to be charged with such
waiver or consent.  No waiver of any term or provision hereof shall be construed
as a further or continuing waiver of such term or provision or any other term or
provision.  Any condition to the performance of any party hereto which may
legally be waived at or prior to the Closing may be waived in writing at any
time by the party or parties entitled to the benefit thereof.

                                      -60-
<PAGE>
 
    13.02  Entire Agreement.  This Agreement sets forth the entire understanding
           ----------------                                                     
and agreement of the parties and supersedes any and all prior agreements,
memoranda, arrangements and understandings relating to the subject matter hereof
other than any letter or agreement that specifically refers to this Section
13.02.  No representation, warranty, promise, inducement or statement of
intention has been made by any party which is not contained in this Agreement,
and no party shall be bound by, or be liable for, any alleged representation,
promise, inducement or statement of intention not contained herein or therein.

    13.03  Binding Effect; Assignment.  This Agreement shall be binding upon and
           --------------------------                                           
inure to the benefit of the parties and their respective successors and
permitted assigns.  This Agreement may not be assigned by any party without the
prior written consent of the other parties hereto; provided, however, that Buyer
                                                   --------  -------            
may assign its rights under this Agreement to one or more entities that are
subsidiaries of Buyer so long as such entity or entities assume the obligations
of Buyer under this Agreement, including the obligation to assume the Assumed
Liabilities at Closing.

    13.04  Construction; Counterparts.  The Article and Section headings of this
           --------------------------                                           
Agreement are for convenience of reference only and do not form a part hereof
and do not in any way modify, interpret or construe the intentions of the
parties.  This Agreement may be executed in one or more counterparts, and all
such counterparts shall constitute one and the same instrument.

    13.05  Notices. All notices and communications hereunder shall be in writing
           -------                                                              
and shall be deemed to have been duly given to a party when delivered in person
or by facsimile, or three business days after such notice is enclosed in a
properly sealed envelope, certified or registered, and deposited (postage and
certification or registration prepaid) in a post office or collection facility
regularly maintained by the United States Postal Service, or one business day
after delivery to a nationally recognized overnight courier service, and
addressed as follows:

If to Seller:  Bootheel Video, Inc.
               One Media Crossways

                                      -61-
<PAGE>
 
               Woodbury, New York 11797
               Attention:  General Counsel
               Telephone:  (516) 364-8450
               Facsimile:  (516) 396-8768

               With a copy to:

               CSC Holdings, Inc.
               One Media Crossways
               Woodbury, New York  11797
               Attention:  General Counsel
               Telephone:  (516) 364-8450
               Facsimile:  (516) 396-8768

               With a copy to:

               Sullivan & Cromwell
               125 Broad Street
               New York, NY 10004
               Attention:  John P. Mead
               Telephone:  (212) 558-4000
               Facsimile:  (212) 558-3588

If to Buyer:   Mediacom Southeast LLC
               100 Crystal Run Road
               Middletown, New York 10941
               Attention:  Rocco B. Commisso
               Telephone:  (914) 695-2600
               Facsimile:  (914) 695-2699

               With a copy to:

               Mediacom LLC
               100 Crystal Run Road
               Middletown, New York 10941
               Attention:  Rocco B. Commisso
               Telephone:  (914) 695-2600
               Facsimile:  (914) 695-2699
 
               With a copy to:

               Cooperman Levitt Winikoff Lester & Newman, P.C.
               800 Third Avenue
               New York, New York 10022

                                      -62-
<PAGE>
 
               Attention:  Robert L. Winikoff, Esq.
               Telephone:  (212) 688-7000
               Facsimile:  (212) 755-2839
 
Any party may change its address for the purpose of notice by giving notice in
accordance with the provisions of this Section 13.05.

    13.06  Expenses of the Parties.  Except as otherwise provided herein, all
           -----------------------                                           
expenses incurred by or on behalf of the parties hereto in connection with the
authorization, preparation and consummation of this Agreement, including,
without limitation, all fees and expenses of agents, representatives, counsel
and accountants employed by the parties hereto in connection with the
authorization, preparation, execution and consummation of this Agreement shall
be borne solely by the party who shall have incurred the same.

    13.07  Non-Recourse.  No partner, officer, director, shareholder or other
           ------------                                                      
holder of an ownership interest of or in any party to this Agreement shall have
any personal liability in respect of any such party's obligations under this
Agreement by reason of his or its status as such partner, officer, director,
shareholder or other holder.

    13.08  Third Party Beneficiary.  This Agreement is entered into only for the
           -----------------------                                              
benefit of the parties and their respective successors and assigns, and nothing
hereunder shall be deemed to constitute any person a third party beneficiary to
this Agreement.

    13.09  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
           -------------                                                       
ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
NEW YORK.

    13.10  Press Releases.  No press release or other public information
           --------------                                               
relating to the purchase and sale contemplated in this Agreement shall be made
or disclosed by any party hereto without the consent of the other parties;
provided however, that any party may disclose such information if reasonably
deemed to be required by law by the legal counsel for such party.

                                      -63-
<PAGE>
 
    13.11  Severability.  If any provision of this Agreement is finally
           ------------                                                
determined to be illegal, void or unenforceable, such determination shall not,
of itself, nullify this Agreement which shall continue in full force and effect
subject to the conditions and provisions hereof.

                           (SIGNATURE PAGE FOLLOWS)

                                      -64-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                    SELLER:
                
                                    BOOTHEEL VIDEO, INC.


                                    By: ______________________________
                                    Name:
                                    Title:

                                    BUYER:  MEDIACOM SOUTHEAST LLC

                                    By:  Mediacom LLC, a Member


                                    By: ______________________________
                                    Name:  Rocco B. Commisso
                                    Title: Manager

                                    CSC HOLDINGS, INC.


                                    By: ______________________________
                                    Name:
                                    Title:
                                    (only as to Section 3.20 and Section 5.06)

                                    MEDIACOM LLC


                                    By: ______________________________
                                    Name:  Rocco B. Commisso
                                    Title: Manager
                                    (only as to Section 4.07)