<PAGE>   1
                                                                   EXHIBIT 10(z)











                            ASSET PURCHASE AGREEMENT


                                     BETWEEN


                     CENCOM CABLE INCOME PARTNERS II, L. P.,

                                    AS SELLER

                                       AND

                              ETAN INDUSTRIES, INC.

                                  AS PURCHASER


                          DATED AS OF DECEMBER 18, 1998



<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page

<S>      <C>                                                                                                    <C>
1.       PURCHASE AND SALE OF ASSETS.............................................................................1
         1.1      Assets to be Sold..............................................................................1
         1.2      Excluded Assets................................................................................2

2.       CALCULATION AND PAYMENT OF PURCHASE PRICE...............................................................3
         2.1      Purchase Price.................................................................................3
         2.2      Payment of Purchase Price......................................................................4
         2.3      Payment of Deposit.............................................................................4
         2.4      Payment of Purchase Price......................................................................5
         2.5      Assumption of Liabilities......................................................................5
         2.6      Excluded Liabilities...........................................................................5
         2.7      Allocation of Consideration....................................................................6
         2.8      Adjustments....................................................................................6

3.       CLOSING.................................................................................................7
         3.1      Closing Date...................................................................................7
         3.3      Deliveries by Purchaser........................................................................8

4.       REPRESENTATIONS AND WARRANTIES BY SELLER................................................................9
         4.1      Organization and Standing......................................................................9
         4.2      Power and Authority............................................................................9
         4.3      Authorization..................................................................................9
         4.4      Financial Statements..........................................................................10
         4.5      Legal Proceedings.............................................................................10
         4.6      No Undisclosed Liabilities....................................................................11
         4.7      Governmental Permits and Contracts............................................................11
         4.8      Real Property.................................................................................11
         4.9      Equipment.....................................................................................12
         4.10     Title.........................................................................................12
         4.11     Tax Matters...................................................................................12
         4.12     Compliance; FCC and Copyright Matters.........................................................13
         4.13     Consents......................................................................................14
         4.14     Systems Data..................................................................................15
         4.15     Environmental Compliance......................................................................15
         4.16     Employment Matters............................................................................17
         4.17     Insurance.....................................................................................18
         4.18     Year 2000.....................................................................................18

5.       REPRESENTATIONS AND WARRANTIES BY PURCHASER............................................................18
         5.1      Organization and Standing.....................................................................18
         5.2      Power and Authority...........................................................................18
         5.3      Authorization.................................................................................19
         5.4      Consents......................................................................................19
</TABLE>

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<TABLE>
<S>      <C>                                                                                                   <C>
         5.5      Legal Proceedings.............................................................................19

6.       ADDITIONAL UNDERTAKINGS AND ACTIONS....................................................................19
         6.1      Consents......................................................................................19
         6.2      Access to Assets..............................................................................20
         6.3      Operations Prior to Closing...................................................................20
         6.4      Antitrust Laws Compliance.....................................................................20
         6.5      Confidentiality...............................................................................21
         6.6      Employees.....................................................................................21
         6.7      Transfer Taxes................................................................................21
         6.8      Rebuild Capital Expenditures..................................................................21

7.       CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.......................................................21
         7.1      HSR Act.......................................................................................21
         7.2      Governmental or Legal Action..................................................................22
         7.3      Representations; Performance of Agreements....................................................22
         7.4      Consents and Approvals........................................................................22
         7.5      Franchise Extension...........................................................................22
         7.6      Transfer Documents............................................................................22
         7.7      Ancillary Documents...........................................................................22
         7.8      Opinions of Seller's Counsel..................................................................23
         7.9      Discharge of Liens............................................................................23
         7.10     No Default Under Documents....................................................................23
         7.11     Additional Documents and Acts.................................................................23
         7.12     Closing of Related Transaction................................................................23

8.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER..........................................................23
         8.1      HSR Act.......................................................................................23
         8.2      Governmental or Legal Actions.................................................................23
         8.3      Representations; Performance of Agreements....................................................24
         8.4      Consent and Approvals.........................................................................24
         8.5      Payments......................................................................................24
         8.6      Ancillary Documents...........................................................................24
         8.7      Opinion of Purchaser's Counsel................................................................24
         8.8      Additional Documents and Acts.................................................................24
         8.9      Closing of Related Transaction................................................................24

9.       REMEDIES...............................................................................................24
         9.1      Costs.........................................................................................24
         9.2      Termination Without Liability.................................................................25
         9.3      Termination on Default........................................................................25

10.      INDEMNIFICATION........................................................................................25
         10.1     Seller's Indemnity............................................................................25
         10.2     Purchaser's Indemnity.........................................................................25
</TABLE>

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<TABLE>
<S>      <C>                                                                                                    <C>
         10.3     Procedure.....................................................................................26
         10.4     Limitation on Liability.......................................................................26
         10.5     Survival......................................................................................26

11.      MISCELLANEOUS PROVISIONS...............................................................................26
         11.1     Entire Agreement, Modification and Waiver.....................................................26
         11.2     Rights of Parties.............................................................................27
         11.3     Assignment....................................................................................27
         11.4     Construction..................................................................................27
         11.5     Expenses of the Parties.......................................................................27
         11.6     Further Assurances............................................................................27
         11.7     Finders.......................................................................................27
         11.8     Notices.......................................................................................28
         11.9     Governing Law.................................................................................29
         11.10    Severability..................................................................................29
         11.11    Jurisdiction..................................................................................29
         11.12    Counterparts..................................................................................29
         11.13    Arbitration...................................................................................29
         11.14    Knowledge.....................................................................................30
</TABLE>



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<PAGE>   5


                         LIST OF SCHEDULES AND EXHIBITS


Exhibit A                  Deposit Escrow Agreement
Exhibit B                  Indemnity Escrow Agreement
Exhibit C                  Assumption Agreement
Exhibit D                  Bill of Sale
Exhibit E                  Opinion of Seller's Counsel
Exhibit F                  Opinion of Seller's FCC Counsel
Exhibit G                  Opinion of Purchaser's Counsel
Exhibit H                  Consent of Franchisor
Exhibit I                  Lease Consent

Schedule 4.3               Authorizations: Conflicts
Schedule 4.4               Financial Statements: Material Adverse Changes
Schedule 4.5               Legal Proceedings
Schedule 4.6               No Undisclosed Liabilities
Schedule 4.7               Governmental Permits and Contracts
Schedule 4.8               Real Property
Schedule 4.9               Equipment
Schedule 4.10(a)           Title:  Permitted Encumbrances
Schedule 4.10(b)           Title:  Owned and Leased Property
Schedule 4.11              Tax Matters
Schedule 4.12              Compliance:  FCC and Copyright Matters
Schedule 4.13              Consents
Schedule 4.14              Systems Data
Schedule 4.15              Environmental Matters
Schedule 4.16(a)           Employment:  Employee Benefit Plans
Schedule 4.16(b)           Employment:  Employees
Schedule 4.17              Insurance and Bonds
Schedule 5.4               Purchaser Consents
Schedule 5.5               Purchaser Legal Proceedings




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<PAGE>   6
                            ASSET PURCHASE AGREEMENT
                                     (CCIP)


         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of this
18th day of December, 1998 by and between Cencom Cable Income Partners II, L.P.,
a limited partnership organized and existing under the laws of the State of
Delaware ("Seller") and Etan Industries, Inc., a corporation organized and
existing under the laws of the State of Texas, ("Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Seller is the owner and operator of certain cable television
systems serving the communities of Kingsville, Belleville, Driscoll, Hempstead,
Angleton, Sealy, and Aqua Dulce, Texas (collectively, the "Systems"); and

         WHEREAS, Seller desires to sell, and Purchaser desires to purchase,
pursuant to the terms and subject to the conditions of this Agreement, the
Systems together with all of the assets, property, interests, rights and
privileges of Seller used primarily in connection with the operation of the
Systems.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       PURCHASE AND SALE OF ASSETS

         1.1      Assets to be Sold. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell, convey, assign, transfer and deliver to
Purchaser at the Closing (as defined below) and Purchaser hereby agrees to
acquire, for the consideration hereinafter provided, all of the assets,
properties, rights, titles and privileges of Seller of every kind, character and
description, whether tangible, intangible, real, personal or mixed, of whatever
description and wherever located, involved in, related to, owned, used or held
for use primarily in connection with the ownership, use or operation of the
Systems, whether or not required to be listed on Seller's balance sheet in
accordance with generally accepted accounting principles ("GAAP"), including,
without limitation, all additions, accessions and substitutions made prior to
the Closing Date (as defined below) as permitted pursuant to the terms of this
Agreement (collectively, the "Assets"), but excluding the Excluded Assets
(defined below). The Assets include, without limitation, the following:

                  (a)      all the rights of Seller under any and all 
         franchises, licenses (including those required by the Federal
         Communications Commission (the "FCC")), permits, authorizations,
         easements, registrations, leases, variances, consents and certificates
         and similar rights which authorize or are required in connection with
         the operation of the Systems including any applications for any of the
         foregoing (collectively, the "Governmental Permits") that are obtained
         from or are pending with any federal, state, county, municipal or local
         government and any governmental agency, bureau, commission, authority,
         body, court (or other judicial body), administrative or executive
<PAGE>   7
         agency, legislative or quasi-legislative body, commission, council or
         other agency, including any such agency, authority or body responsible
         for the issuance or administration of any Governmental Permit or whose
         consent is required for the sale and transfer of the Assets (each, a
         "Governmental Authority");

                  (b)      all the rights of Seller under any and all
         subscription contracts with subscribers of Seller, pole attachment
         agreements, access agreements and all other contracts, leases,
         agreements or undertakings (other than those that are included in the
         Excluded Assets or which constitute Governmental Permits or Real
         Property), written or oral, relating primarily to the ownership,
         operation, use or maintenance of the Systems or the Assets (the
         "Contracts");

                  (c)      all of the real property interests of Seller which
         relate primarily to the ownership, use, or operation of the Systems,
         including fee and office and other leasehold interests, and all
         improvements thereon and rights related thereto, such as towers,
         fixtures, distribution plant, head-end equipment, subscriber
         installations, licenses, easements, right of way and other interests
         therein (collectively, the "Real Property");

                  (d)      all accounts receivable owed to Seller in connection
         with the operation of the Systems and uncollected as of the Closing
         Date (collectively, the "Accounts Receivable");

                  (e)      all subscriber deposits (including converter
         deposits), tenant deposits and other amounts collected by Seller for
         services, materials or equipment to be supplied from and after and
         prorated as of the Closing Date;

                  (f)      all items of tangible personal property owned, used
         or held for use by Seller primarily in connection with the operation of
         the Systems, including, without limitation, all physical plant and
         equipment, including electronic devices, distribution plant, head-end
         equipment, reception sites and related equipment, vehicles and all
         inventories of materials, supplies, traps, test equipment, spare parts,
         converters, tools, and similar items (collectively, the "Equipment");
         and

                  (g)      all files, books, records and subscriber lists, and
         similar documents owned, used or held for use by Seller primarily in
         connection with the Systems that are maintained by Seller and all other
         licenses, permits and operating documents that are owned, used or held
         for use by Seller primarily in connection with the Systems wherever
         located.

         1.2      Excluded Assets. Notwithstanding anything to the contrary in
this Agreement, the following assets (collectively, the "Excluded Assets") are
expressly excluded from this sale, are not to be purchased or assumed by
Purchaser, and do not constitute part of the "Assets":

                  (a)      all cash, certificates of deposit, commercial paper,
         treasury bills and notes and all other marketable securities;



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<PAGE>   8

                  (b)      all assets, properties, rights, titles and privileges
         of Seller not involved in, related to, owned, used or held for use
         primarily in connection with the ownership, use or operation of the
         Systems;

                  (c)      any insurance policies and rights and claims 
         thereunder;

                  (d)      all rights to tax refunds and refunds of fees of any
         nature, in either case relating to the period prior to the Closing
         Date;

                  (e)      Seller's rights under this Agreement, and the 
         Purchase Price (as defined below) payable pursuant hereto;

                  (f)      Seller's organizational documents, partnership and
         financial records, including tax returns and all documents and records
         not pertaining primarily to the Systems;

                  (g)      the trade names "Charter Communications" and "Cencom
         Cable" and related logos;

                  (h)      Seller's contracts with providers of television
         programming and all other agreements of Seller that do not pertain
         primarily to the Systems;

                  (i)      Seller's Accounts Receivable in excess of forty-five
         (45) days past date invoiced; and

                  (j)      Seller's agreement for management services currently
         affecting the Systems.


2.       CALCULATION AND PAYMENT OF PURCHASE PRICE


         2.1      Purchase Price.  The Purchase Price to be paid by Purchaser to
Seller for the Assets shall be:

                  (a)      an amount equal to Twenty Million Eight Hundred 
         Thousand Dollars ($20,800,000) (the "Purchase Price"), subject to
         adjustment as provided in this Section 2.1.

                  (b)      an amount equal to (i) one hundred (100%) of the
         Accounts Receivable which, as of the Closing Date, are not more than
         thirty (30) days past date invoiced and (ii) fifty percent (50%) of the
         Accounts Receivable which, as of the Closing Date, are more than thirty
         (30) but not more than forty-five (45) days past date invoiced (the
         "Accounts Receivable Payment"); and


                                      -3-

<PAGE>   9

                  (c)      the assumption by Purchaser of certain obligations of
         Seller as contemplated in this Section 2.

         2.2      Payment of Purchase Price. The Purchase Price and the Accounts
Receivable Payment shall be payable by wire transfer of immediately available
funds as follows:

                  (a)      Four Hundred Sixteen Thousand Dollars ($416,000) (the
         "Deposit") to be deposited upon the execution of this Agreement in an
         interest bearing account, with interest accruing for Purchaser's
         benefit (subject to Section 2.3), to be held in escrow by Thompson
         Coburn, St. Louis, Missouri (the "Deposit Escrow Agent"), and governed
         by the terms of an escrow agreement in a form attached as Exhibit A
         (the "Deposit Escrow Agreement") to be executed simultaneously with the
         execution of this Agreement;

                  (b)      Nineteen Million Three Hundred Forty-Four Thousand 
         Dollars ($19,344,000), as adjusted pursuant to the terms of this
         Agreement (the "Closing Payment"), plus, the Accounts Receivable
         Payment, to be paid to Seller on the Closing Date.

                  (c)      One Million Forty Thousand Dollars ($1,040,000) (the
         "Holdback"), to be deposited on the Closing Date in an interest bearing
         account, to be held in escrow by an escrow agent to be mutually agreed
         upon by the parties (the "Indemnity Escrow Agent") for a twelve (12)
         month period following the Closing Date and governed by the terms of an
         escrow agreement in a form attached as Exhibit B (the "Indemnity Escrow
         Agreement").

         2.3      Payment of Deposit. If the purchase and sale of the Assets is
not consummated as a result of a material breach by Purchaser of any of its
obligations under this Agreement and Seller is not then in material breach of
any of its obligations under this Agreement, Seller shall be entitled to the
Deposit (together with all interest accrued thereon) promptly after termination
of this Agreement. The payment of the Deposit to Seller shall be liquidated
damages for the default by Purchaser and shall be in full settlement of any
damages of any nature or kind that Seller may suffer or allege to have suffered
as a result of any such breach by Purchaser. The receipt by Seller of the
Deposit (together with all interest accrued thereon) shall be Seller's sole and
exclusive remedy in the event of any such breach by Purchaser. If the purchase
and sale of the Assets is not consummated for any reason other than as set forth
above, Purchaser shall be entitled to a refund of the Deposit, and promptly
after the termination of this Agreement, the Deposit (together with all interest
accrued thereon) shall be paid to Purchaser.

         2.4      Payment of Purchase Price. At the Closing, Purchaser shall
deliver or cause to be delivered by wire transfer of immediately available
funds: (a) to Seller, the Deposit, the Closing Payment and the Accounts
Receivable Payment; and (b) to the Indemnity Escrow Agent, the Holdback, to be
held pursuant to the terms of the Indemnity Escrow Agreement, which funds shall
be paid in whole or in part in accordance with the terms of the Indemnity Escrow
Agreement to (i) Purchaser if it is determined that Purchaser is entitled to
indemnification 



                                       -4-
<PAGE>   10

payments under Section 10 of this Agreement or (ii) to Seller to the extent it
is determined that Purchaser is not entitled to any such payments.

         2.5      Assumption of Liabilities. As additional consideration for the
Assets, Purchaser shall, from and after the Closing Date, and pursuant to an
Assignment and Assumption Agreement in a form attached as Exhibit C (the
"Assumption Agreement"), assume only those obligations of Seller for which
Purchaser has received an adjustment pursuant to this Section 2 and those
obligations of Seller arising under or in connection with all agreements,
franchises, leases, easements and other Contracts disclosed by Seller relating
to the operations of the Systems following the Closing Date. In addition,
Purchaser shall assume (i) all obligations relating to the Assets entered into
by Seller in the ordinary course of business consistent with past practices as
reflected in the Seller Financial Statements between the date hereof and the
Closing Date (other than obligations, if any, relating to the Excluded Assets),
to the extent such obligations continue after the Closing and (ii) all
liabilities incurred in the ordinary course of business consistent with past
practices as reflected in the Seller Financial Statements relating to (A) all
customer advance payments and deposits, prepaid advertising revenues and other
prepaid revenues or income received or held by Seller for services to be
rendered or obligations to be performed in connection with the Systems
subsequent to the Closing Date and (B) the performance of the Contracts from and
after the Closing Date.

         2.6      Excluded Liabilities. Anything herein to the contrary
notwithstanding, there is excluded from the obligations being assumed by
Purchaser pursuant to this Section, and Seller hereby agrees to retain and
discharge and, subject to Section 10 hereof, to indemnify and hold harmless
Purchaser from and against, any and all liabilities of Seller not expressly
assumed by Purchaser pursuant to the terms hereof, including, without
limitation, (i) all obligations of Seller relating to the Systems and arising
prior to 11:59 p.m. on the Closing Date or arising after the Closing Date and
not expressly assumed by Purchaser hereunder, (ii) obligations of Seller arising
either before or after the Closing Date with respect to matters unrelated to the
Systems, (iii) indebtedness for money borrowed and obligations to Seller's
partners, attorneys, accountants, brokers, and other affiliates and service
providers, and (iv) obligations of Seller for federal, state and local taxes,
except for those taxes for which an adjustment has been made in favor of
Purchaser pursuant to this Agreement, and except that Purchaser shall be
responsible for all sales, transfer, excise and similar taxes relating to the
purchase of the Assets.



                                       -5-
<PAGE>   11

         2.7      Allocation of Consideration. The parties agree that the
consideration payable for the Assets, consisting of the Purchase Price and the
liabilities of Seller to be assumed by Purchaser hereunder, shall be allocated
among the Assets in accordance with Section 1060 of the Internal Revenue Code of
1986, as amended, and the regulations thereunder, as set forth in a Schedule to
be agreed upon by the parties at Closing. The parties agree to cooperate in the
preparation, execution and filing with the Internal Revenue Service ("IRS") of
all information to be filed by the parties under Section 1060 and such
regulations, to file Form 8594 (or any substitute therefor) when required by
applicable law, to adopt the allocation of the Purchase Price among the Assets
as set forth in such Schedule and to refrain from taking any position
inconsistent therewith upon examination by the IRS of any such tax return, or in
any refund claim, litigation or otherwise.

         2.8      Adjustments.

                  (a)      At least three (3) calendar days prior to the Closing
         Date, Seller shall deliver to Purchaser a certificate (the "Accounts
         Receivable Certificate") setting forth as of the Closing Date Seller's
         good faith estimate of the Accounts Receivable Payment, together with
         an accounts receivable aging schedule as of the date of the Accounts
         Receivable Certificate.

                  (b)      Subscriber revenues, prepaid expenses (other than
         insurance premiums), personal and real property ad valorem taxes,
         privilege franchise or license taxes, franchise and copyright fees,
         utility charges, payments under the Contracts, fees for transferable
         licenses, equipment maintenance charges, accrued vacation of Seller's
         employees as of the Closing Date who became employees of Purchaser and
         all similar revenue and expense items as determined in accordance with
         Seller's accounting methods consistently applied will be prorated on an
         accrual basis between Purchaser and Seller as of the Closing Date
         ("Prorations Adjustment"), so that, as between Purchaser and Seller,
         Seller shall receive the benefit of all revenues and be responsible for
         all expenses and liabilities allocable to the period prior to and
         including the Closing Date and Purchaser shall receive the benefit of
         all revenues and be responsible for all expenses and liabilities
         allocable to the period after the Closing Date. At least three (3)
         calendar days prior to the Closing, Seller shall deliver to Purchaser a
         certificate as to Seller's reasonable best estimate of the itemized
         Prorations Adjustment ("Prorations Certificate") and, if such estimate
         will result in an adjustment in the Purchase Price, then the Closing
         Payment paid by Purchaser at the Closing shall be preliminarily
         adjusted as required by such estimate unless such estimate is objected
         to in writing by Purchaser. Prior to the Closing, Seller shall provide
         Purchaser or Purchaser's representative with copies of or reasonable
         access to all Seller's books and records as Purchaser may reasonably
         request for purposes of verifying any adjustment set forth in such
         Certificate, but without limiting Seller's obligations hereunder to
         certify the accuracy of all adjustment. Seller and Purchaser agree to
         work together in good faith to resolve on or before the Closing Date
         any disagreement with respect to any matter set forth in the Prorations
         Certificate.



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<PAGE>   12

                  (c)      As soon as practicable, but in any event within sixty
         (60) days after the Closing Date, Purchaser shall prepare and deliver
         to Seller a certificate setting forth Purchaser's computations of the
         Accounts Receivable Payment and the Prorations Adjustment. After such
         certificate has been delivered to Seller, Seller shall have a period of
         fifteen (15) days to review such computations and to present its good
         faith objections, if any, to Purchaser. Purchaser shall grant Seller or
         Seller's representatives reasonable access to Purchaser's books and
         records as Seller may reasonably request for purposes of verifying such
         computations. Such certificate shall be final and conclusive unless
         objected to by Seller in writing within such fifteen (15) day period.
         During the ten (10) days after Purchaser's receipt of any such written
         objection from Seller, Seller and Purchaser shall attempt in good faith
         to reach agreement upon the actual amount of these adjustments. A
         payment shall be made by Seller or Purchaser in cash to the other party
         in accordance with such agreement within five (5) business days after
         any such agreement as to the proper amounts, taking into account any
         preliminary adjustment for such items made at the Closing. If Seller
         and Purchaser are unable to agree upon the amount of such adjustment
         within such ten (10) day period, then the matter shall be submitted to
         a mutually agreeable nationally recognized independent accounting firm
         which has not represented Purchaser, Seller or their affiliates in the
         past five years, and such accounting firm shall render a written
         decision to Seller and Purchaser within thirty (30) calendar days after
         it has been retained, which decision shall be final and whose fees
         shall be paid one-half by Purchaser and one-half by Seller.

3.       CLOSING

         3.1      Closing Date. The closing of the transactions contemplated
hereunder (the "Closing") shall take place at the offices of Bank of America,
N.A., Dallas, Texas, at 9:00 a.m. on the last day of the month following the
date on which all necessary consents are obtained and conditions satisfied (the
"Closing Date"); provided, however, that if the last day of such month shall
occur within five (5) business days of the date on which such consents are
obtained and conditions satisfied, then the Closing Date shall be the last day
of the next succeeding month; and, provided, further, that in no event shall the
Closing Date be later than March 31, 1999. Purchaser shall be entitled to
possession of the Assets upon the Closing.

         3.2      Deliveries by Seller. At the Closing, Seller shall deliver the
following:

                  (a)      a bill of sale in the form attached as Exhibit D, and
         all such other general instruments of transfer, assignment and
         conveyance, general warranty deeds, certificates of title, assignments,
         evidences of consent or waiver, and other instruments or documents in
         form and substance reasonably satisfactory to Purchaser and its counsel
         as shall be necessary to evidence or perfect the sale, assignment,
         transfer and conveyance of the Assets to Purchaser and effectively vest
         in the Purchaser all right, title and interest in and to the Assets
         free and clear of any and all liens, encumbrances and other
         restrictions (other than liens and encumbrances agreed upon by the
         parties and set forth in Schedule 4.10, such liens and encumbrances
         being "Permitted Encumbrances") in 


                                      -7-
<PAGE>   13

         accordance with the terms of this Agreement, together with possession
         (or constructive possession, in the case of intangibles) thereof;

                  (b)      an executed Assumption Agreement;

                  (c)      a Certificate of Non-Foreign Status which meets the
         requirements of Treasury Regulation 1.1445-2, duly executed and
         acknowledged, certifying under penalties of perjury that Seller is not
         a foreign person for United States income tax purposes;

                  (d)      originals or true and complete copies of all books 
         and records, memoranda and data relating to the Systems, other than
         Excluded Assets; provided that Seller may retain such duplicate copies
         as Seller reasonably deems appropriate;

                  (e)      a certificate of the general partner of Seller that
         (i) all appropriate action authorizing the execution and delivery of
         the Transaction Documents (as defined below) and the transactions
         contemplated hereunder and thereunder have been taken and (ii) Seller
         has satisfied the conditions of Section 7.3 with respect to
         representations and warranties and the performance of covenants,
         obligations and agreements.

                  (f)      an opinion of Thompson Coburn, counsel to Seller, in
         the form attached as Exhibit E;

                  (g)      an opinion of Cole, Raywid & Braverman, LLP, special
         FCC counsel to Seller, in the form attached as Exhibit F;

                  (h)      a certificate of good standing with respect to each 
         of Seller and Seller's general partner certified to by the Secretary of
         the State of Delaware, a Certificate of Existence with respect to each
         of Seller and Seller's general partner certified to by the Secretary of
         State of Texas, and a Certificate of Good Standing with respect to each
         of Seller and Seller's general partner certified to by the Comptroller
         of Public Accounts of Texas;

                  (i)      copies of all consents from Governmental Authorities,
         franchises, licenses, leases, Contracts and other documents which are
         included in the Assets and not previously delivered to Purchaser; and

                  (j)      such other documents, opinions, instruments and
         certificates, in form and substance reasonably satisfactory to
         Purchaser, as Purchaser may reasonably request.

         3.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver
the following:

                  (a)      the payments described in Section 2.4;

                  (b)      an executed Assumption Agreement;


                                      -8-
<PAGE>   14

                  (c)      a certificate of a properly authorized officer of
         Purchaser that (i) all appropriate actions authorizing the execution
         and delivery of the Transaction Documents (as defined below) and
         transactions contemplated hereunder and thereunder have been taken and
         (ii) Purchaser has satisfied the conditions of Section 8.3 with respect
         to representations and warranties and the performance of covenants,
         obligations and agreements;

                  (d)      an opinion of Prager, Metzger & Kroemer PLLC, counsel
         to Purchaser, in the form attached as Exhibit G;

                  (e)      a Certificate of Existence with respect to Purchaser,
         certified to by the Secretary of the State of Texas, and a Certificate
         of Good Standing with respect to Purchaser, certified to by the
         Comptroller of Public Accounts of Texas; and

                  (f)      such other documents, opinions, instruments and
         certificates, in form and substance reasonably satisfactory to Seller,
         as Seller may reasonably request.

4.       REPRESENTATIONS AND WARRANTIES BY SELLER

         Seller hereby represents and warrants to Purchaser that:

         4.1      Organization and Standing. Seller is a limited partnership
duly formed, validly existing and in good standing as a limited partnership
under the laws of the jurisdiction of its formation. Seller is duly qualified to
transact business in each jurisdiction where the failure to so qualify would
have a material adverse effect on Seller's ability to conduct its business or
operations or to consummate the transactions to be consummated by it under this
Agreement and Seller is in good standing in each jurisdiction in which it is so
qualified.

         4.2      Power and Authority. Seller has all requisite power and 
authority to execute, deliver and perform this Agreement and to take any action
which it may be required to take hereunder. Seller further represents and
warrants that it has all requisite power to perform its business as now
conducted and to own its properties and assets.

         4.3      Authorization. The execution, delivery and performance of this
Agreement by Seller has been duly and validly authorized by all partnership
action required to be taken. This Agreement has been, and on the Closing Date
all other documents, agreements and instruments to be executed and delivered at
the Closing by Seller pursuant hereto (together with all such documents,
agreements and instruments to be executed and delivered by each other party
hereto, the "Transaction Documents") will have been, duly and validly executed
by properly authorized officers or other authorized representatives of the
General Partner of Seller. This Agreement constitutes, and on the Closing Date
all other Transaction Documents to which Seller is or will be a signatory will
constitute, the valid and binding obligations of Seller, enforceable against
Seller in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights in general 


                                      -9-
<PAGE>   15

or by principles of equity (regardless of whether such enforceability is
contested in a proceeding in equity or at law). Except as set forth on Schedule
4.3, neither the execution of this Agreement or any of the Transaction
Documents, nor the consummation of the transactions contemplated herein or
therein, nor the performance by Seller of its obligations under the Transaction
Documents, will violate, conflict with, or result in the acceleration or
termination of, any partnership instrument of Seller, or any agreement, permit,
order, judgment, decree, law or regulation to which Seller is a party or by
which it is, or the Assets and the Systems are bound.

         4.4      Financial Statements.
                  (a)      Seller has delivered to Purchaser correct and 
         complete copies of statements of revenues, billing records and direct
         operating expenses such as salaries, copyright fees and property taxes
         for the Systems for the year ended December 31, 1997 and the nine (9)
         month period ended September 30, 1998 (collectively, the "Seller
         Financial Statements"). The Seller Financial Statements (i) have been
         prepared in accordance with the books and records of Seller and (ii)
         fairly present, in all material respects, the results of operations of
         the Systems as of and for the respective periods ended on such dates
         consistently applied in accordance with generally accepted accounting
         principles.

                  (b)      Since the latest date of the Seller Financial 
         Statements generally, or as set forth in Schedule 4.4, there has been
         no material adverse change in the assets, liabilities, revenues or
         earnings of the Systems or otherwise in the business or condition,
         financial or otherwise, of the Systems, nor any change that would
         adversely affect the ability of the Systems to carry on its business as
         previously conducted in any material respect. To the best of Seller's
         knowledge and without notice to the contrary, no fact or condition
         exists or is contemplated or threatened that might cause a material
         adverse change in the Assets or business of the Systems.

         4.5      Legal Proceedings. Except as set forth on Schedule 4.5, and 
except for any judgments, orders, actions, suits, proceedings or investigations
as may affect the cable television industry (national or regional) generally,
there is no judgment or order outstanding, or any claim, action, suit,
arbitration, proceeding, controversy or investigation by or before any
Governmental Authority or any arbitrator pending, or to the best of Seller's
knowledge, threatened, involving or affecting any of the Assets or the Systems,
which, if adversely determined, would have a material adverse effect on the
Assets or the Systems or would materially impair the ability of Seller to
perform its obligations under the Transaction Documents. Seller is not in
default or violation, and, to the best of Seller's knowledge, no event or
condition exists which, with notice or lapse of time or both, would become or
result in a default under or violation of any judgment or order of any court or
Governmental Authority.



                                      -10-

<PAGE>   16

         4.6      No Undisclosed Liabilities. Except as disclosed in this
Agreement or on Schedule 4.6 or as incurred in the ordinary course of business
since the latest date of the Seller Financial Statements, Seller has no material
liability or obligation (direct or indirect, fixed contingent or otherwise)
arising out of or in any way related to the Assets or the operation of the
Systems which is not properly reflected or reserved in the Seller Financial
Statements.

         4.7      Governmental Permits and Contracts. Schedule 4.7 contains a
complete list of all Governmental Permits, Contracts, must carry elections and
retransmission consents as of the date hereof that are required for the
operation of the Systems in the manner and to the full extent as presently
conducted, with the parties agreeing that the list of must carry elections and
retransmission consents will be revised and updated by Seller within thirty (30)
days of the date of this Agreement with such update to indicate whether such
agreements will be assigned and whether prior consent to assign is required.
Except as set forth on Schedule 4.7, Seller has not given or received notice of
termination, cancellation, dispute or default or taken or become aware of any
action by any Governmental Authority or party to any Contract inconsistent with
the continuance of any Governmental Permit or Contract. Except as set forth on
Schedule 4.7, each of the Contracts is in full force and effect and current as
to the performance thereof by Seller, and, to the best of Seller's knowledge, by
the other parties thereto and Seller is not in default or violation in any
material respect, and, to the best of Seller's knowledge, no event or condition
exists which, with notice or lapse of time or both, could become a result in a
material default under or a violation of any judgment order, or any court or
Governmental Authority. Except for Contracts shown as oral contracts on Schedule
4.7, true and correct copies of each Governmental Permit and Contract being
assigned have been furnished to Purchaser.

         4.8      Real Property. Schedule 4.8 contains a complete list and
description of all Real Property owned, leased, occupied, or used by Seller
primarily in the operation of the Systems as of the date hereof, which list
indicates the use made of such Real Property by Seller in the operation of the
Systems. Except as set forth in Schedule 4.8, Seller has unencumbered title in
fee simple, except for Permitted Encumbrances, or holds the leasehold to all
Real Property. There are not pending or, to the best of Seller's knowledge,
threatened in writing or orally, any condemnation actions or special assessments
or any pending proceedings for changes in the zoning with respect to such Real
Property or any part thereof, and Seller has not received any notice, written or
oral, of the desire or intent of any Governmental Authority or other entity to
take or use any Real Property or any part thereof. All structures on the Real
Property are structurally sound and in good operating condition and repair
(reasonable wear and tear excepted) and all Real Property and such structures
conform, including usage by Seller, in all material respects with all applicable
contractual requirements and zoning and other legal requirements pertaining to
or affecting such Real Property. All leases and subleases pursuant to which any
of the Real Property is occupied or used are set forth on Schedule 4.8, and such
leases and subleases are valid, binding and enforceable in accordance with their
respective terms, and there are no existing material defaults thereunder by
Seller or, to the best of Seller's knowledge, any other person or events that
with notice or lapse of time, or both, would constitute defaults thereunder by
Seller or, to the best of Seller's knowledge, any other person. Seller has
delivered to Purchaser a true and correct copy of each lease and sublease listed
on Schedule 4.8. All easements, rights-of-way and other rights which are
necessary in any material respect for Seller's 


                                      -11-
<PAGE>   17

current use of any Real Property are listed on Schedule 4.8 and are valid and in
full force and effect, and Seller has not received any notice with respect to
the termination or breach of any of these rights.

         4.9      Equipment. Schedule 4.9 contains a list of all material 
Equipment used or held for use by Seller primarily in the operation of the
Systems as of the date hereof. The Equipment is in good operating condition and
repair (reasonable wear and tear excepted), and usable and adequate for the
operations of the Systems in the manner as presently conducted. All leases
(including capital leases) pursuant to which any Equipment is used are set forth
on Schedule4.9. Copies of such leases have been delivered to Purchaser and,
assuming that consents to the transfer of such leases to Purchaser are obtained
from the respective lessors, such leases are fully assignable to Purchaser
without such assignment causing any change in the terms (including compensation)
of such leases.

         4.10     Title.

                  (a)      Seller has good and marketable title to the Assets 
         and at the Closing will sell, transfer and assign the Assets to
         Purchaser, free and clear of any liens, security interests, pledges or
         encumbrances or other adverse claims, other than Permitted Encumbrances
         or as otherwise set forth on Schedule 4.10(a). Except as listed on
         Schedule4.10(a), Seller has not signed any Uniform Commercial Code
         financing statement (other than filings made only for informational
         purposes and not relating to any security interest) or any security
         agreement or mortgage or similar agreement authorizing any person to
         file any financing statement or claim any security interest, pledge, or
         encumbrance with respect to any of the Assets. Seller owns or leases
         all tangible physical properties which are necessary to permit the
         operation of the Systems by the Purchaser as currently operated and all
         such properties are included within the Assets.

                  (b)      (i) Seller has no properties or assets used or held
         for use primarily in connection with the Systems which are not included
         in the Assets, other than the Excluded Assets and (ii) the properties
         and assets to be transferred to Purchaser at the Closing include all
         Equipment, Contracts, Governmental Permits, Real Property and other
         property and assets necessary for the operation of the Systems in all
         material respects in the ordinary course of business as conducted prior
         to the Closing Date. Schedule 4.10(b) identifies the ownership
         interests and leasehold interests of Seller with respect to the Assets.

         4.11     Tax Matters. Seller has as of the date hereof timely filed in
proper form all tax returns or reports with respect to the Assets or the Systems
that are required to be filed. All such tax returns or reports were prepared in
good faith and are accurate and complete in all material respects, and Seller
has no knowledge of any basis for assessment of any addition to any taxes shown
thereon. All taxes, charges, fees or other assessments due or payable by Seller
with respect to the Assets or the Systems have been paid, except to the extent
any such taxes, charges, fees or other assessments (as set forth as of the date
hereof on Schedule4.11) are being contested in good faith by appropriate
proceedings by Seller and for which adequate reserves for any 


                                      -12-
<PAGE>   18

disputed amounts shall have been established in accordance with GAAP. Except as
set forth on Schedule4.11, as of the date hereof, there are no pending or, to
the best of Seller's knowledge, threatened actions, audits, examinations,
proceedings or investigations by any relevant taxing authority with respect to
the Assets or the Systems. As of the date hereof, (i) there is no outstanding
request for an extension of time within which to pay any taxes with respect to
the Assets or the Systems, (ii) there has been no waiver or extension of any
applicable statute of limitations for the assessment or collection of any taxes
with respect to the Assets or the Systems, and (iii) Seller has withheld and
paid in a timely manner to all relevant taxing authorities all payments for
withholding taxes, unemployment insurance and other amounts required to be
withheld and paid. All taxes of or with respect to Seller and all taxes with
respect to the Assets and the Systems relating to the period prior to the
Closing Date shall be the responsibility of Seller, other than those that have
been assumed by Purchaser at the Closing and for which as adjustment to the
purchase price has been made and other than any sales, transfer, excise and
similar taxes relating to the purchase of the Assets, which taxes are the
responsibility of Purchaser.

         4.12     Compliance; FCC and Copyright Matters.

                  (a)      Subject to Section 4.12(b) Seller and the Systems 
         have complied, and are in compliance, in all material respects with the
         Governmental Permits and all statutes, ordinances, codes, laws, rules,
         regulations, orders or other requirements, standards or procedures
         enacted, adopted or applied by any Governmental Authority including,
         but not limited to, the National Electric Code and the National
         Electric Safety Code.

                  (b)      Seller has duly and timely filed all cable television
         registrations and filings with respect to the Systems which are
         required to be filed under The Communications Act of 1934, as amended
         (which shall be deemed to include, but not limited to, the Cable
         Communications Policy Act of 1984, the Cable Television Consumer
         Protection and Competition Act of 1992 and the Telecommunications Act
         of 1996), and the rules and regulations thereunder and as from time to
         time in effect (collectively, the "Communications Act"), and at Closing
         will be in compliance in all material respects with the Communications
         Act. Seller has recorded or deposited with and paid or accrued for
         payment to the United States Copyright Tribunal the royalty fees, and
         has filed and recorded all notices (including those necessary to
         qualify for the compulsory licenses for FM and TV stations), statements
         of account, and other documents and instruments required under the
         Copyright Act of 1976 with respect to the Systems. Seller has obtained
         and is in material compliance with the authorizations required for the
         operation of the Systems by the FCC, the Federal Aviation
         Administration (the "FAA"), the Register of Copyrights and any other
         Governmental Authority. The Systems monitors signal leakage, maintains
         applicable signal leakage logs, conducts cumulative leakage tests,
         demonstrates compliance with the cumulative leakage criteria, and at
         Closing will be in material compliance with the frequency separation
         standards, in compliance with the requirements set forth in 47 C.F.R.
         76.610 through 76.619. Seller has filed with the FCC with respect to
         the Systems all notifications of utilization of frequencies in the
         108-137 Mhz and 225-400 Mhz bands and all other reports required to be
         filed under such 


                                      -13-
<PAGE>   19

         rules and regulations and has not received any notification of
         objection thereto by the FCC which has not been promptly resolved by
         Seller with no material adverse impact on the Systems. Seller is duly
         authorized under FCC and FAA rules, regulations and orders to
         distribute to subscribers of the Systems all the signals currently
         being carried and is licensed to operate any business radio and cable
         access relay service system being operated by the Systems, and the
         operation by Seller of any facility licensed by the FCC or FAA used in
         conjunction with the operation of the Systems is in material compliance
         with the rules and regulations of the FCC and the FAA. Except as set
         forth on Schedule 4.12, as of the date hereof, there is no application,
         complaint or proceeding pending or, to the best of Seller's knowledge,
         threatened before the FCC, FAA, the U.S. Copyright Office or any
         Governmental Authority relating to the operation of the Systems. All
         such proceedings relating to the period prior to the Closing Date shall
         be the responsibility of Seller. Seller has complied in all material
         respects with all requirements of the FCC with respect to the Systems
         concerning, notifications to the FAA with respect to the construction
         and/or alteration of its antenna structures and "no hazard"
         determinations for each antenna structure have been obtained, where
         required.

                  (c)      At Closing, except as set forth on Schedule 4.12, the
         operation of the Systems and all facilities used in conjunction with
         the operation of the Systems will be in compliance in all material
         respects with (i) the Communications Act, (ii) all customer service,
         technical and engineering standards required to be met under the
         Governmental Permits and applicable FCC rules and regulations, and
         (iii) all other applicable rules, regulations, requirements and
         policies of the FCC, including, but not limited to, Part 76 and Part 78
         of the rules and regulations of the FCC and there are no existing
         claims known to Seller to the contrary.

                  (d)      Seller is in compliance in all material respects with
         the Communications Act relating to the carriage of television signals
         and customer service in those areas where Seller has received notice
         pursuant to 47 C.F.R. 76.309 (a).

         4.13     Consents. Except as set forth on Schedule 5.4, no consent,
authorization, approval, waiver, order, license, certificate or permit of or
from, or declaration or filing with any Governmental Authority, court or other
tribunal or any other person is required for Seller's execution or delivery of
this Agreement or any other Transaction Document, or the performance by Seller
in accordance with the terms hereof or thereof, or necessary to preclude any
cancellation, suspension, termination or reformation of any Governmental Permit
or Contract, other than filings and consents which, if not made or obtained,
would not have a material adverse effect on the Systems, or Purchaser's ability
to operate the Systems in the same manner in which it is currently being
conducted by Seller.

         4.14     Systems Data. Schedule 4.14 sets forth for the Systems as of
September 30, 1998, the approximate number of plant miles (which approximation
is not less than 95% of the actual number of plant miles) and the approximate
number of homes passed (which approximation is not more than 105% of the actual
number of homes passed), the Systems' total revenue for the three (3) period
ended September 30, 1998, the number of Basic Subscribers (as defined below)



                                      -14-
<PAGE>   20

number of tier subscribers, number of pay units, current rates for the lowest
level of basic or standard cable service offered by the Systems ("Basic
Service"), the level of cable service containing the majority of the Systems'
satellite programming or the CPS tier (as defined by the FCC), premium services,
the date and amount of the last rate change for each of these services and the
channel capacity of the Systems. For the purpose of this Agreement, "Basic
Subscriber" means the sum of (i) the aggregate number of persons (excluding
"second connections," as such term is commonly understood in the cable
television industry, any account duplication, any account which has a disconnect
request pending at, or which has had service terminated as of, the Closing Date,
any account obtained by offers made, promotions conducted or discounts given
outside the ordinary course of business and any account coming within the
definition of "Basic Subscriber" which has been compromised or written off other
than in the ordinary course of business consistent with past practice) who:
subscribe to Basic Service; have paid the applicable, full non-discounted rated
for at least one month's service (including deposit and installation charges
consistent with past practices); and have no outstanding balance more than
forty-five (45) days past due from the date invoiced, plus (ii) the aggregate
number of bulk rate equivalent subscribers of the Systems. With respect to the
Systems, the number of bulk rate equivalent subscribers shall equal the quotient
of (x) the aggregate monthly bulk rate revenues from the provision of Basic
Service for the Systems for the month proceeding Closing, divided by (y) the
standard rate for Basic Service and CPS tier service for the Systems; provided,
that the number of bulk rate equivalent subscribers shall not include any
subscriber (A) who has given notice on or before the Closing Date of its
intention to terminate service completely or who has had its service terminated
on or before the Closing Date or (B) who is explicitly excluded from the
definition of "Basic Subscriber" above.

         4.15     Environmental Compliance.

                  (a)      To the best of Seller's knowledge, except as set 
         forth on Schedule 4.15, no asbestos-containing materials, equipment
         containing PCBs, underground storage tanks, or reportable quantities of
         hazardous substances, wastes or other pollutants or contaminants [as
         such terms are defined under applicable federal and state environmental
         laws, including the Comprehensive Environmental Response, Compensation
         and Liability Act of 1980 and the rules and regulations thereunder, as
         amended, 42 U.S.C. ss.9601(14)] are or have been located, released,
         disposed of, installed, used or exposed on or in connection with any of
         the Assets, including the Real Property ("Environmental Matters"),
         except for such substances which are in such amounts of the type
         typically found in commercial cleaning products or standard office
         supplies of businesses similar to the operation of the Systems. Seller
         has not disposed of or requested any person to dispose of any
         asbestos-containing materials, equipment containing PCBs, underground
         storage tanks, hazardous substances, wastes, pollutants or contaminants
         at any site, except at a site duly licensed for the receipt and
         disposal of such materials and except in compliance with all applicable
         law.

                  (b)      Except as set forth in Schedule 4.15, Seller has no
         knowledge or information of the existence of any Environmental Matters
         affecting any other property which would adversely affect any Real
         Property.


                                      -15-
<PAGE>   21
         4.16     Employment Matters.

                  (a)      Except as set forth on Schedule4.16(a), neither 
         Seller nor any affiliate of Seller maintains or sponsors, nor are they
         required to make any contribution to, any pension, profit-sharing,
         thrift or other retirement plan, medical, hospitalization, vision,
         dental, life, disability or other insurance or benefit plan, deferred
         compensation, bonus, fringe benefit, savings or other incentive plan,
         severance plan or other similar plan, agreement, arrangement or
         understanding with respect to any employee in connection with the
         Systems, and none of such plans is or is intended to be subject to the
         provisions of ERISA or qualified under Section 401(a) of the Code,
         including, without limitation, an "employee welfare plan" within the
         meaning of Section 3(1) of ERISA, an "employee benefit plan" within the
         meaning of Section 3(3) of ERISA, a "defined benefit plan" within the
         meaning of Section 3(35) of ERISA or any "multi-employer plan" within
         the meaning of Section 3(37) of ERISA, with respect to the operation of
         the Systems. Seller has not breached any of the fiduciary
         responsibility provisions of Title I of ERISA nor engaged in a
         transaction prohibited under Section 406 of ERISA or Section 4975 of
         the Code which could result in material liability to Seller and for
         which no exemption from the provisions thereof is available or was
         obtained. Other than benefit claims and/or any contribution and
         administration expenses arising under Seller's benefit plans in the
         normal course, Seller has not incurred, and, to the best of Seller's
         knowledge, no event has occurred which could cause Seller to incur, any
         material liability under ERISA or the Code to any person, including the
         Pension Benefit Guaranty Corporation, with respect to any employee
         benefit plan maintained, or to which contributions are or were required
         to be made, by any trade or business which is under common control with
         Seller. Other than usual claims for benefits arising under Seller's
         benefit plans in the normal course or as noted in Schedule 4.16(a),
         there are no, and the transactions contemplated by this Agreement will
         not give rise to, any claims, suits or proceedings which might cause
         Seller to incur any material liability to any employee under any of its
         benefit plans, including any liability for severance payments to any
         employee or former employee of Seller. Purchaser shall have no
         liability or obligation with respect to any of Seller's benefit plans,
         or termination thereof, as to any employee who, after the Closing,
         becomes an employee of Purchaser, and all such liabilities or
         obligations relating to the period prior to the Closing Date shall be
         the responsibility of Seller. Except as noted in Schedule 4.16(a), and
         except as required by the provisions of Section 601 et seq. of ERISA,
         Seller has not made any commitments to provide any health or welfare
         benefits to any employee or former employee of the Systems after such
         employee resigns or retires from employment with Seller. The Closing
         will not result in any multi-employer plan liability which could be
         assessed against Purchaser.

                  (b)      Except as disclosed on Schedule 4.16(b), (i) Seller 
         is not a party to any contract with any labor organization, nor has it
         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 its employees with respect to the operation of the
         Systems, (ii) there is no representation or organizing effort pending
         or to the best of 


                                      -16-
<PAGE>   22

         Seller's knowledge threatened against, affecting or involving Seller or
         the operation of the Systems, and (iii) Seller has experienced no
         strikes, work stoppages, picketing, grievance proceedings,
         arbitrations, lockouts, slowdowns, any other labor disputes, claims of
         unfair labor practices filed or, to the best of Seller's knowledge
         threatened to be filed, with respect to the operation of the Systems.
         Neither Seller nor any agent, representative or employee of Seller has
         committed any unfair labor practice as defined in the National Labor
         Relations Act of 1974, as amended, and there is not now pending or, to
         the best of Seller's knowledge, threatened, any charge or complaint
         against Seller by the National Labor Relations Board or any
         representative thereof. Purchaser shall have no liability or obligation
         with respect to any unfair labor practices, charges and complaints
         relating to Seller which occurred or arose prior to the Closing Date.
         Schedule 4.16(b) sets forth each employment agreement to which Seller
         is a party.

         4.17     Insurance. Seller has in force policies of insurance with 
respect to the Assets and the Systems, and all bonds required to be obtained by
Seller with respect to the Systems. All such bonds are set forth on
Schedule4.17. Such policies and bonds are in full force and effect.

         4.18     Year 2000. Notwithstanding anything to the contrary contained
in this Agreement, Seller makes no representation or warranty of any kind with
respect to whether the Systems, the Assets or any part thereof, are Year 2000
Compliant. For purposes of this Section 4.18, an item is "Year 2000 Compliant"
if such item is designed to be used prior to, during and after the Gregorian
calendar year 2000 A.D. and will operate during each such time period without
error relating to date data, specifically including any error relating to, or
the product of, date data which represents or references different centuries or
more than one century.

5.       REPRESENTATIONS AND WARRANTIES BY PURCHASER

Purchaser hereby represents and warrants to Seller that:

         5.1      Organization and Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation. Purchaser is duly qualified to transact business
in each jurisdiction where the failure to so qualify would have a material
adverse affect on Purchaser's ability to conduct its business or operations or
to consummate the transactions to be consummated by it under this Agreement and
Purchaser is in good standing in each jurisdiction in which it is so qualified.

         5.2      Power and Authority. Purchaser has all requisite power and
authority to execute, deliver and perform this Agreement and to take any action
which it may be required to take hereunder.

         5.3      Authorization. The execution, delivery and performance of this
Agreement by Purchaser has been duly and validly authorized by all corporate
action required to be taken. This Agreement has been, and on the Closing Date
all other of the Transaction Documents to which Purchaser is or will be a
signatory will have been, duly and validly executed by properly authorized
officers or other authorized representatives of Purchaser. This Agreement
constitutes, 


                                      -17-
<PAGE>   23

and on the Closing Date all other Transaction Documents to which Purchaser is or
will be a signatory will constitute, the valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights in general or by
principles of equity (regardless of whether such enforceability is contested in
a proceeding in equity or at law). Neither the execution of this Agreement or
any of the Transaction Documents, nor the consummation of the transactions
contemplated herein or therein, will violate, conflict with, or result in the
acceleration or termination of, any corporate instrument of Purchaser, or any
agreement, permit, order, judgment, decree, law or regulation to which Purchaser
is a party or by which it is, or its assets and properties are bound, except
such violations, conflicts, accelerations or terminations which would not,
individually or in the aggregate, have a material adverse effect on Purchaser's
ability to perform its obligations under this Agreement or the Transaction
Documents.

         5.4      Consents. Except as set forth on Schedule 5.4, no consent,
authorization, approval, waiver, order, license, certificate or permit of or
from, or declaration or filing with any Governmental Authority, court or other
tribunal or any other person is required for Purchaser's execution or delivery
of this Agreement or any other Transaction Document, or the performance by
Purchaser in accordance with the terms hereof or thereof.

         5.5      Legal Proceedings. Except as set forth in Schedule 5.5, and 
except for any judgment, order, actions, suits, proceedings or investigations as
may affect the cable television industry (national or regional) generally, there
is no judgment or order outstanding, or any claim, action, suit, arbitration,
proceeding, controversy or investigation by or before any Governmental Authority
or any arbitrator pending, or to the best of Purchaser's knowledge, threatened,
which, if adversely determined, would materially impair the ability of Purchaser
to perform its obligations under the Transaction Documents.

6.       ADDITIONAL UNDERTAKINGS AND ACTIONS

         6.1      Consents. As soon as possible after the execution of this
Agreement, Seller and Purchaser will commence making the applications and
filings required to obtain all approvals or consents required to be obtained to
effect the consummation of the transactions contemplated hereby (the
"Consents"). Seller will use its best efforts to obtain the Consents from the
appropriate Governmental Authorities and other persons at the earliest possible
date; provided, however, that Purchaser will use its best efforts to obtain
Consents with respect to the transfer of all franchises and FCC licenses.


                                      -18-
<PAGE>   24

         6.2      Access to Assets. On and after the date of this Agreement,
Purchaser and its counsel, accountants and other representatives shall have
reasonable access, during normal business hours and upon reasonable notice, to
all properties, books, accounts, contracts, commitments, and records, documents
or other data or information of Seller relating to the Systems. Seller shall
furnish to Purchaser such financial data, operating data, contracts and
documents relating to the Systems to which Seller is a party and other
information pertaining to the Systems as Purchaser reasonably requests.

         6.3      Operations Prior to Closing. Except as otherwise expressly
contemplated by this Agreement, at all times from and after the date hereof and
up to and including the Closing Date, Seller shall:

                  (a)      use its reasonable best efforts to conduct its 
         business relating to the Systems in accordance with past practices;

                  (b)      use its reasonable best efforts to preserve and
         protect the Assets;

                  (c)      conduct its business in material compliance with all
         applicable laws and regulations;

                  (d)      not enter into any agreement or transaction extending
         beyond the Closing Date in excess of $25,000 other than the renewal of
         existing agreements in the ordinary course of business, without the
         prior written consent of Purchaser;

                  (e)      not dispose of any of the Assets in excess of $10,000
         without the prior written consent of Purchaser, except such as are
         retired in the ordinary course of business;

                  (f)      not pay any bonuses or make any salary or wage 
         increases other than the ordinary course of business in accordance with
         past practices; and

                  (g)      pursue all regulatory matters in a timely fashion
         providing copies of all correspondence received and sent to Seller with
         respect thereto and promptly notifying the Purchaser of any material
         regulatory developments.

         6.4      Antitrust Laws Compliance. As soon as practicable after the
date of execution of this Agreement, Seller and Purchaser shall each make
filings if and as required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and related acts and regulations (the "HSR Act"). Each
party shall keep the other party apprised of the status of any inquiries made of
such party by the Federal Trade Commission, the Antitrust Division of the United
States Department of Justice, or any other Governmental Authority with respect
to this Agreement or the transactions contemplated hereby and shall comply
promptly with all requests for further documents and information. Each party
shall use reasonable efforts to obtain the earliest termination or waiver of the
HSR Act waiting period possible.


                                      -19-
<PAGE>   25


         6.5      Confidentiality. Purchaser shall hold, and shall cause its
representatives to hold, all such information and documents and all other
information and documents delivered pursuant to this Agreement confidential and,
if the purchase and sale contemplated by this Agreement is not consummated for
any reason other than a default by Seller, upon Seller's request shall return to
Seller or destroy within ten (10) days, all such information and documents and
any copies as soon as practicable, and, in any event, shall not disclose any
such information (that has not previously been disclosed by a party other than
Purchaser or become public knowledge) to any third party unless required to do
so pursuant to a court order, subpoena or other legal process. Purchaser's
obligations under this Section shall survive the termination of this Agreement.

         6.6      Employees. Purchaser shall not be obligated to hire any 
employees of Seller. Purchaser shall notify Seller at least forty-five (45) days
prior to the Closing Date of those of Seller's employees with respect to the
Systems which Purchaser intends to offer employment; provided, however, that
such notification shall not be deemed to alter the employment at will nature of
the relationship between Purchaser and such individuals.

         6.7      Transfer Taxes. All sales, transfer, excise and other taxes,
if any, payable by reason of the transactions contemplated hereunder shall be
paid by Purchaser.

         6.8      Rebuild Capital Expenditures. During the period beginning on
September 1, 1998 and ending on the Closing Date, Seller shall make capital
expenditures (labor and materials cost) in the Systems toward rebuilding the
Systems, which expenditures shall be not less than $125,000. Seller agrees to
provide at Closing documentation regarding such expenditures.

7.       CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

         The obligations of Purchaser under this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions, any
one or more of which may be waived by Purchaser, in its sole discretion;
provided, however, that no such waiver of a condition shall constitute a waiver
by Purchaser of any of its other rights or remedies, at law or in equity, if
Seller shall be in default of any of its obligations under this Agreement.

         7.1      HSR Act. All filings required under the HSR Act, if any, shall
have been made and the applicable waiting period shall have expired or been
earlier terminated without the receipt of any objection or the commencement or
threat of any litigation by a Governmental Authority of competent jurisdiction
to restrain or prevent the consummation of the transactions contemplated by this
Agreement.

         7.2      Governmental or Legal Action. No action, suit or proceeding
shall be pending or threatened by any Governmental Authority or other person and
no law, rule or regulation or similar requirement shall have been enacted,
promulgated or issued or deemed applicable to any of the transactions
contemplated by this Agreement by any Governmental Authority or other person
that would (a) prohibit Purchaser's ownership or operation of all or a material
portion of the Systems or the Assets, (b) enjoin, prevent or make illegal the
consummation of the transactions contemplated by this Agreement or (c)
challenge, set aside or modify any 



                                      -20-
<PAGE>   26

authorization of the transactions provided for herein or any approvals,
consents, waivers or authorizations made or described hereunder.

         7.3      Representations; Performance of Agreements. Seller shall have
delivered to Purchaser at Closing a certificate to the effect that (i) the
representations and warranties of Seller set forth in Section 4 hereof shall be
true in all material respects as of and at the Closing Date with the same effect
as though such representations and warranties had been made again at and as of
such time and (ii) Seller shall have performed, satisfied and complied in all
material respects with all covenants, obligations, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by Seller
at or prior to the Closing Date.

         7.4      Consents and Approvals. Seller shall have delivered to 
Purchaser evidence that all of the Consents have been obtained or given and all
such Consents shall be in the forms attached as Exhibits H and I.

         7.5      Franchise Extension. Seller shall have obtained an extension
of the Franchise term granted by the community of Sealy, Texas, for a period of
not less than five (5) years from the Closing Date; provided, however, that
Seller shall use its reasonable best efforts to obtain such extension for a
period of ten (10) years from the Closing Date; and, provided further, that
nothing herein shall require Purchaser, as a condition to obtaining such
extension, to agree to make any payment that may not be passed through to the
subscribers of the Systems.

         7.6      Transfer Documents. Seller shall have delivered to Purchaser
customary bills of sale, general warranty deeds, assignments and other
instruments of transfer sufficient to convey good and marketable title to the
Assets in accordance with the terms of this Agreement, including the documents
and instruments described under Section 3.2(a).

         7.7      Ancillary Documents. Seller shall have executed and delivered
to Purchaser the Assumption Agreement and shall have delivered franchise
transfer documents in the form attached as Exhibit H.

         7.8      Opinions of Seller's Counsel. Purchaser shall have received 
the opinions of counsel for Seller in the forms attached as Exhibits E and F.

         7.9      Discharge of Liens. Seller shall have secured the termination,
discharge and release of all encumbrances of any nature on the Assets, other
than Permitted Encumbrances.

         7.10     No Default Under Documents. As of the Closing Date, Seller 
shall not be in violation or default in any material respect under any statute,
rule, regulation, agreement, or other document to which Seller is a party or by
which Seller is bound in a manner which would materially adversely affect the
ownership, use or operation of the Systems, nor shall Seller have knowledge of
any condition or event which, with notice or lapse of time or both, would
constitute such a violation or default.



                                      -21-
<PAGE>   27

         7.11     Additional Documents and Acts. Seller shall have delivered or
caused to be delivered to Purchaser all such additional documents, instruments
and certificates, in form and content reasonably satisfactory to Purchaser and
its counsel, as Purchaser shall reasonably request, and shall have done all
other acts or things reasonably requested by Purchaser to evidence compliance
with the conditions set forth in this Section 7.

         7.12     Closing of Related Transaction. The Asset Purchase Agreement 
dated of even date herewith between Cencom Partners, L.P. and Purchaser shall
have closed before or simultaneously with the Closing hereunder.

8.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

         The obligations of Seller under the Agreement are subject to the
satisfaction, at or prior to the Closing, of each of the following conditions,
any one or more of which may be waived by Seller in its sole discretion;
provided, however, that no such waiver of a condition shall constitute a waiver
by Seller of any of its rights or remedies, at law or in equity, if Purchaser
shall be in default of any of their respective obligations under this Agreement.

         8.1      HSR Act. All filings required under the HSR Act, if any, shall
have been made and the applicable waiting period shall have expired or been
earlier terminated without the receipt of any objection or the commencement or
threat of any litigation by a Governmental Authority of competent jurisdiction
to restrain or prevent the consummation of the transactions contemplated by this
Agreement.

         8.2      Governmental or Legal Actions. No action, suit or proceeding
shall be pending or threatened by any Governmental Authority or other person and
no law, rule, regulation or other similar requirement shall have been enacted,
promulgated or issued or deemed applicable to any of the transactions
contemplated by this Agreement by any Governmental Authority or other person
that would (a) prohibit Purchaser's ownership or operation of all or any
material portion of the Systems or the Assets, (b) enjoin, prevent or make
illegal the consummation of the transactions contemplated by this Agreement, or
(c) challenge, set aside or modify any authorization of the transactions
provided for herein or any approvals, consents, waivers or authorizations made
or described hereunder.

         8.3      Representations; Performance of Agreements. The 
representations and warranties of Purchaser set forth in Section 5 hereof shall
be true in all material respects as of and at the Closing Date with the same
effect as though such representations and warranties had been made again at and
as of such time. Purchaser shall have performed, satisfied and complied in all
material respects with all covenants, obligations, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by
Purchaser at or prior to the Closing Date.


                                      -22-
<PAGE>   28


         8.4      Consent and Approvals. Purchaser shall have delivered to
Seller evidence that all consents and authorizations required to be obtained by
Purchaser shall have been obtained or given and such consents and authorizations
shall be in the forms attached as Exhibits H and I.

         8.5      Payments. Purchaser shall have paid the Purchase Price as set
forth in Section 2.

         8.6      Ancillary Documents.  Purchaser shall have executed and
delivered to Seller the Assumption Agreement.

         8.7      Opinion of Purchaser's Counsel. Seller shall have received the
opinion of counsel for Purchaser in the form attached as Exhibit G.

         8.8      Additional Documents and Acts. Purchaser shall have delivered
or caused to be delivered to Seller all such additional documents, instruments
and certificates, in form and content reasonably satisfactory to Seller and its
counsel, as Seller shall reasonably request, and shall have done all other acts
or things reasonably requested by Seller to evidence compliance with the
conditions set forth in this Section 8.

         8.9      Closing of Related Transaction. The Asset Purchase Agreement
dated of even date herewith between Cencom Partners, L.P. and Purchaser shall
have closed before or simultaneously with the Closing hereunder.

9.       REMEDIES

         9.1      Costs. If any legal action or other proceeding is brought for
the enforcement of this Agreement or any other instrument or document to be
executed, delivered or performed hereunder, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement or any other instrument or document to be executed, delivered or
performed hereunder, the successful or prevailing party shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.

         9.2      Termination Without Liability. On the Closing Date, either
party may terminate this Agreement, without liability to the other, if any
conditions precedent to such party's performance shall not have been satisfied
on the Closing Date, unless the satisfaction of any one or more of the
conditions precedent to such party's performance was made impossible by the
action or failure to act of such party.

         9.3      Termination on Default. Without limiting the provisions of
Sections 9.1, 9.2 and 10 hereof, if either party shall default in the due and
timely performance of any of the covenants or agreements under the Agreement,
the other party may, in addition to any other remedy available thereto, on the
Closing Date give notice of termination ("Termination Notice") of this
Agreement. The Termination Notice shall specify with particularity the default
or defaults on which it is based and state that this Agreement is terminated.
The Termination Notice shall be 


                                      -23-
<PAGE>   29


effective when given. The rights and remedies granted in this Section 9.3 are
cumulative and not exclusive of any other right or remedy granted herein or
provided by law or in equity.

10.      INDEMNIFICATION

         10.1     Seller's Indemnity. Seller shall indemnify and hold harmless
Purchaser and its officers, employees, controlling persons and representatives,
against and in respect of any and all claims, damages, losses, costs, expenses
(including reasonable legal, accounting and experts' fees and other fees and
expenses incurred in the investigation or defense of any of the following, and
any interest and penalties), obligations and liabilities which any such person
may incur or suffer, as a result of, (a) any misrepresentations by Seller or
breach by Seller of any warranties, covenants or other agreements contained in
this Agreement, (b) the failure of Seller to perform any of its obligations
under this Agreement, or (c) any liabilities arising in connection with the
operation of the Systems prior to the Closing Date, other than the liabilities
assumed under the Assumption Agreement; provided, however, that Seller shall not
be liable for any indemnification obligation under this Agreement, unless the
aggregate amount of the losses incurred with respect to such indemnification
obligation exceeds the sum of $52,000, in which event Purchaser shall be
entitled to receive indemnification for damages in excess of the $52,000
threshold.

         10.2     Purchaser's Indemnity. Purchaser shall indemnify and hold
harmless Seller and its partners, officers, employees, controlling persons and
representatives against and in respect of any and all claims, damages, losses,
costs, expenses (including reasonable legal, accounting and experts' fees and
other fees and expenses incurred in the investigation or defense of any of the
following, and any interest and penalties), obligations and liabilities which
any such person may incur or suffer as a result of, (a) any misrepresentations
by Purchaser or breach by Purchaser of any warranties, covenants or other
agreements contained in this Agreement, (b) the failure of Purchaser to perform
any of its obligations under this Agreement, or (c) any liabilities assumed by
Purchaser under the Assumption Agreement or arising in connection with the
operation of the Systems following the Closing Date.

         10.3     Procedure. In the event that any claim shall be asserted
against a party entitled to indemnification hereunder (the "Indemnitee"), the
Indemnitee shall promptly notify the other party (the "Indemnitor") of such
claim in writing, and shall extend to the Indemnitor an opportunity to defend
against such claim at the Indemnitor's sole expense. Within fifteen (15) days of
receiving any such notice from the Indemnitee, the Indemnitor shall notify the
Indemnitee as to whether or not the Indemnitor elects to assume the defense of
any such claim. In the event the Indemnitor does not so elect to assume such
defense, any costs incurred by the Indemnitee in defending such claim shall be
reimbursed to the Indemnitee, on an as-incurred basis, pursuant to this Section
10. In the event the Indemnitor elects to assume such defense, the Indemnitee
shall, at its option and expense, have the right to participate in any defense
undertaken by the Indemnitor with legal counsel of its own selection, provided
that such legal counsel is reasonably acceptable to Indemnitor. No settlement or
compromise of any claim that may result in indemnification liability may be made
by the Indemnitor without the prior written consent of the Indemnitee, which
consent shall not be unreasonably withheld or delayed.



                                      -24-
<PAGE>   30

         10.4     Limitation on Liability. Notwithstanding anything to the
contrary in this Agreement, the aggregate liability of Seller to Indemnitees for
indemnification or otherwise under this Agreement shall not exceed $4,160,000.

         10.5     Survival. All representations and warranties in this Agreement
shall survive the Closing for a period extending until December 31, 1999 and
neither party shall have any liability to the other for any indemnification
obligation hereunder except to the extent that notice of a claim is asserted in
writing and delivered to Seller not later than December 31, 1999; provided,
however, that the covenants, representations and warranties of Purchaser
contained in Section 6.5 of this Agreement shall survive the Closing without
limitation.

11.      MISCELLANEOUS PROVISIONS

         11.1     Entire Agreement, Modification and Waiver. This Agreement,
including all Exhibits and Schedules hereto, constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.

         11.2     Rights of Parties. Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement upon any persons other than the parties and their respective
permitted successors and assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third person or any
party to this Agreement, nor shall any provision give any third person any right
of subrogation or action against any party to this Agreement.

         11.3     Assignment. No assignment of any rights or obligations of any
party under this Agreement may be made without the prior written consent of all
of the other parties to this Agreement, which consent is not to be unreasonably
withheld; provided, however, that Purchaser may assign its rights and
obligations under this Agreement to an affiliate to be newly formed by Purchaser
for the purpose of consummating this transaction. Any attempted assignment of
rights or obligations in violation of this Section 11.3 shall be null and void.
Reference to any of the parties in this Agreement shall be deemed to include the
successors and assigns of such party.

         11.4     Construction. The language in this Agreement shall, in all
cases, be construed as a whole according to its fair meaning and neither
strictly for nor against Seller or Purchaser.

         11.5     Expenses of the Parties. Except as expressly provided in this
Agreement, 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 



                                     -25-
<PAGE>   31
shall be borne solely by the party who shall have incurred the same. The fees
and expenses connected with the Deposit Escrow Agent shall be borne equally by
Seller and Purchaser.
        
         11.6     Further Assurances. Seller, at any time after the Closing
Date, will promptly execute, acknowledge and deliver any further deeds,
assignments, conveyances and other assurances, documents and instruments of
transfer, reasonably requested by Purchaser and necessary for Seller to comply
with its covenants contained herein and will take any other action consistent
with the terms of this Agreement that may reasonably be requested by Purchaser
for the purpose of assigning, transferring, granting, conveying, vesting and
confirming ownership in or to Purchaser, or reducing to Purchaser's possession,
any or all of the Assets.

         11.7     Finders. Each of the Seller and Purchaser represents and
warrants to the other that it has not retained or dealt with any broker or
finder in connection with the transactions contemplated by this Agreement except
for Daniels & Associates, and that Seller will be responsible for any fee
payable to Daniels & Associates.

         11.8     Notices. Any notice or other communication required or
permitted under this Agreement shall be in writing and shall be considered given
when delivered personally or by facsimile machine, one day after being given to
a nationally recognized overnight delivery service or four (4) days after being
mailed by registered mail, return receipt requested, to the parties at the
addresses set forth below (or at such other address as a party may specify by
notice to the other) in accordance with the terms of this Section.

         If to Seller to:

                  Cencom Cable Income Partners II, L.P.
                  c/o Charter Communications
                  12444 Powerscourt Drive
                  Suite 400
                  St. Louis, Missouri 63131
                  Attn:    Kent Kalkwarf
                           Vice President-Finance
                           and Acquisition
                  Facsimile: (314) 965-8793

         with a copy to:

                  Thompson Coburn
                  34th Floor
                  One Mercantile Center
                  St. Louis, Missouri 63101
                  Attn:    Benjamin H. Hulsey, Esq.
                  Facsimile: (314) 552-7000



                                     -26-
<PAGE>   32

         If to Purchaser to:

                  Etan Industries, Inc.
                  One Galleria Tower
                  13355 Noel Road - 21st Floor
                  Dallas, Texas 75240
                  Attn:    Nathan A. Levine
                           President
                  Facsimile: (214) 385-9601

         with a copy to:

                  Prager, Metzger & Kroemer, PLLC
                  2626 Cole Avenue, Suite 900
                  Dallas, Texas 75204
                  Attn:    Jerome L. Prager, Esq.
                  Facsimile: (214) 969-7635

         11.9     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas applicable to
agreements made and to be performed in Texas.

         11.10    Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.

         11.11    Jurisdiction. The courts of the State of Texas in Dallas
County and the United States District Court for the Northern District of Texas,
Dallas Division, shall have non-exclusive jurisdiction over the parties with
respect to any dispute or controversy between them arising under or in
connection with this Agreement and, by execution and delivery of this Agreement,
each of the parties to this Agreement submits to the non-exclusive jurisdiction
of those courts, including, but not limited to, the in personam and subject
matter jurisdiction of those courts, waives any objection to such jurisdiction
on the grounds of venue or forum non conveniens the absence of in personam or
subject matter jurisdiction and any similar grounds, consents to service of
process by any manner permitted by law, and irrevocably agrees to be bound by
any judgment rendered thereby in connection with this Agreement. These consents
to jurisdiction shall not be deemed to confer rights on any person other than
the parties to this Agreement.

         11.12    Counterparts. This Agreement may be executed in any number of
counterparts which together shall constitute one and the same instrument.

         11.13    Arbitration. If any controversy shall arise between the
parties with respect to any of the matters set forth in this Agreement and such
dispute shall not be resolved by the parties within ten (10) days after either
of the parties shall notify the other of its desire to arbitrate the dispute,
then the dispute shall be settled by arbitration by the American Arbitration
Association 


                                      -27-
<PAGE>   33

(the "AAA") in accordance with its then prevailing rules, and judgment upon the
award may be entered in any court having jurisdiction. The arbitrator shall have
no power to change any of the provisions of this Agreement in any respect, nor
shall the arbitrator have any power to make an award of reformation, and the
jurisdiction of the arbitrator is hereby expressly limited accordingly. The
arbitration shall be by a single arbitrator who must be an attorney-at-law
actively engaged in the profession for at least ten (10) years. Each party shall
select a single arbitrator from the attorneys-at-law who are listed on the AAA's
panel of arbitrators. The two arbitrators selected by the parties shall select a
third attorney-at-law from the AAA panel, which third arbitrator shall serve as
the sole arbitrator for such arbitration. Neither party shall interrupt the
progress of its performance under the Agreement pending the determination of the
arbitration proceeding. Any arbitration shall be conducted in the City of St.
Louis, Missouri or Dallas, Texas at the election of the party initiating the
arbitration proceedings. The fees and expenses of arbitration shall be borne
equally by the parties, except that each party shall bear the expense of its own
counsel, experts, witnesses and preparation and presentation of proof.

         11.14    Knowledge. For purposes hereof the phrase "to the best of
Seller's knowledge" shall mean to the knowledge of the executive officers of
Seller's general partner and of Jerry L. Smith, General Manager of the Systems.


         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Asset Purchase Agreement as of the date first written above.

                                SELLER:

                                CENCOM CABLE INCOME PARTNERS II, L.P., a 
                                Delaware limited partnership

                                By:     Cencom Properties II, Inc., a Delaware
                                        corporation and sole General Partner

                                By:   Ralph G. Kelly
                                   -----------------------------------------
                                 Name:  RALPH G. KELLY
                                      --------------------------------------
                                 Title:  TREASURER
                                       -------------------------------------

                                 PURCHASER:

                                 ETAN INDUSTRIES, INC., a Texas corporation


                                 By:  Nathan A. Levine
                                    ----------------------------------------
                                        Nathan A. Levine
                                        President



                                     -28-
<PAGE>   34
                                                       
                                    Exhibit A

                            Deposit Escrow Agreement
                                    (CCIP II)

         This Deposit Escrow Agreement ("Agreement") is dated as of December
___, 1998 and entered into among Thompson Coburn, a Missouri General Partnership
("Escrow Agent), Cencom Cable Income Partners II, L.P., a Delaware limited
partnership ("Seller"), and Etan Industries, Inc., a Texas corporation
("Purchaser"). Seller and Purchaser are collectively referred to in this
Agreement as the "Transaction Parties." Seller and Purchaser are parties to an
Asset Purchase Agreement dated of even date herewith (the "Asset Purchase
Agreement").

         For valuable consideration, the parties agree as follows:

                  1. Escrow Agent. The Transaction Parties appoint and designate
Escrow Agent as escrow agent for the purposes set forth in this Agreement, and
Escrow Agent accepts such appointment on the terms provided in this Agreement.

                  2. Deposits with Escrow Agent. Escrow Agent will establish and
maintain an escrow account (which, together will all earnings thereon, is
referred to as the "Escrow Fund"). Simultaneously with the execution of the
Agreement, Purchaser will cause delivery to Escrow Agent for deposit in the
Escrow Fund of a total of $416,000 (the "Escrow Amount"). Escrow Agent will hold
and disburse the Escrow Fund in accordance with this Agreement.

                  3. Investment of Escrow Fund. Escrow Agent will deposit the
Escrow Amount, and the Interest (as defined in Section 5 below) from the Escrow
Amount in an interest bearing business prime account with Mercantile Bank NA.

                  4. Disbursement of Amounts Held in Escrow Fund.

         (a)      Escrow Agent will disburse the Escrow Amount (and related
interest):

                  (i) Upon Escrow Agent's receipt of joint written instructions
         signed on behalf of Seller and Purchaser specifying the method for
         disbursing the Escrow Amount, in which case such funds and Interest
         thereon will be disbursed promptly by Escrow Agent in accordance with
         such instructions; or

                  (ii) Upon Escrow Agent's receipt of an official copy of a
         final, non-appealable order issued by a court of competent jurisdiction
         specifying the method for disbursement of the Escrow Amount, in which
         case such funds and related Interest thereon will be disbursed promptly
         by Escrow Agent in accordance with such instructions.

         (b) All disbursement of funds in the Escrow Fund pursuant to Section 4
will be by wire or interbank transfer of immediately available funds to the
account or accounts designated in writing by Seller or Purchaser, as applicable.


<PAGE>   35


                  5. Disbursement of Interest, Etc. The interest ("Interest") 
received by Escrow Agent from the investment of the Escrow Amount will be held
by Escrow Agent as set forth in Section 3 above. With a disbursement of all or a
portion of the Escrow Amount pursuant to Section 4(a) above, Escrow Agent will
distribute to the Transaction Party receiving such disbursement a proportionate
share of the Interest earned from the Escrow Amount, unless Escrow Agent is
otherwise directed by joint written instructions signed by the Transaction
Parties.

                  6. Rights, Duties, and Liabilities of Escrow Agent.

                  (a) Escrow Agent will have no duty to know or determine the 
performance or nonperformance of any provision of any agreement between the
Transaction Parties, including, but not limited to, the Asset Purchase
Agreement, which will not bind Escrow Agent in any manner. Escrow Agent assumes
no responsibility for the validity or sufficiency of any document or paper or
payment deposited or called for under this Agreement except as may be expressly
and specifically set forth in this Agreement, and the duties and
responsibilities of Escrow Agent under this Agreement are limited to those
expressly and specifically stated in this Agreement. Escrow Agent will not be
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties hereunder.

                  (b) Escrow Agent will not be personally liable for any act it
may do or omit to do under this Agreement as such agent while acting in good
faith and in the exercise of its own best judgment, and any such act or omission
by it will be conclusive evidence of such good faith unless, in any event, the
same constitutes gross negligence or willful misconduct. In no event will Escrow
Agent be liable (i) for acting in accordance with or relying upon any joint
written instruction, notice, demand, certificate or document signed by both
Transaction Parties, (ii) for any consequential, punitive or special damages,
(iii) for the acts or omissions of its nominees, correspondents, designees,
subagents or subcustodians, or (iv) for an amount in excess of the value of the
Escrow Amount, valued as of the date of deposit and actual Interest. If any
expenses or costs incurred by, or any obligations owed to, Escrow Agent
hereunder with respect to Escrow Amount are not promptly paid when due. Escrow
Agent may, upon prior written notice to Seller and Purchaser reimburse itself
therefor from the Escrow Amount (and Interest) for such purpose.

                  (c) Other than those notices or demands expressly provided in
this Agreement, Escrow Agent is expressly authorized to disregard any and all
notices or demands given by Seller or Purchaser, or by any other person, firm or
corporation, excepting only orders or process of court, and Escrow Agent is
expressly authorized to comply with and obey any and all final process, orders,
judgments, or decrees of any court, and to the extent Escrow Agent obeys or
complies with any thereof of any court, it will not be liable to any party to
this Agreement or to any other person, firm or corporation by reason of such
compliance.

                  (d) Escrow Agent will be under no duty or obligation to
ascertain the identity, authority or right of Seller or Purchaser (or their
agents) to execute or deliver or purport to execute or deliver this Agreement or
any certificates, documents or papers or payments deposited or called for or
given under this Agreement.


                                      -2-
<PAGE>   36


                  (e) Escrow Agent will not be liable for the outlawing of any
rights under any statute of limitation or by reason of laches in respect of this
Agreement or any documents or papers deposited with Escrow Agent.

                  (f) In the event of any dispute among the parties to this
Agreement as to the facts or as to the validity or meaning of any provision of
this Agreement, or any other fact or matter relating to this Agreement or to the
transactions between Seller and Purchaser, Escrow Agent is instructed that it
will be under no obligation to act, except in accordance with this Agreement or
under process or order of court or if there be no such process or order, until
it has filed or caused to be filed an appropriate action interpleading Seller
and Purchaser and delivering the Escrow Amount (or the portion of the Escrow
Amount in dispute) to such court, and Escrow Agent will sustain no liability for
its failure to act pending such process of court or order or interpleader of
action. Escrow Agent will be entitled to refuse to act until, in its sole
discretion, either (i) such conflicting or adverse claims or demands have been
determined by a final nonappealable order, judgment or decree of a court of
competent jurisdiction, or settled by agreement between the conflicting parties
as evidenced in writing satisfactory to it sufficient to hold it harmless from
and against any and all losses which it may incur by reason of so acting. The
costs and expenses (including reasonable attorneys' fees and expenses) incurred
in connection with such proceeding will be paid by and will be deemed a joint
and several obligation of, the Purchaser and Seller.

                  7. Modification of Agreement. The provisions of this Agreement
may be supplemented, altered, amended, modified, or revoked by writing only,
signed by Purchaser and Seller and approved in writing by Escrow Agent, and upon
payment of all fees, costs and expenses incident thereto, and no waiver of any
provisions hereof will be effective unless expressed in a writing signed by the
party to be charged.

                  8. Assignment of Agreement. No assignment, transfer,
conveyance or hypothecation of any right, title or interest in and to the
subject matter of this Agreement will be binding upon any party, including
Escrow Agent, unless all cost and expenses incident thereto have been paid and
then only upon the assent thereto by all parties in writing.

                  9. Miscellaneous.

                  (a) All notices and communications under this Agreement will
be in writing and will be deemed to be duly given if sent by registered mail,
return receipt requested, personal delivery or telecopier, as follows:


To Escrow Agent:                    Thompson Coburn
                                    One Mercantile Center, Suite 3400
                                    St. Louis, Missouri 63101
                                    Attention:  Benjamin H. Hulsey, Esq.
                                    Telecopy:        (314) 552-7000




                                       -3-
<PAGE>   37



To Seller at:                       Cencom Cable Income Partners II, L.P.
                                    c/o Charter Communications
                                    12444 Powerscourt Drive, Suite 400
                                    St. Louis, Missouri 63131
                                    Attention:  Kent Kalkwarf
                                    Telecopy:        (314) 965-6640


               With a copy (which shall not constitute notice) to:

                                    Thompson Coburn
                                    One Mercantile Center, Suite 3400
                                    St. Louis, Missouri 63101
                                    Attention:  Benjamin H. Hulsey, Esq.
                                    Telecopy:        (314) 552-7000


To Purchaser at:                    Etan Industries, Inc.
                                    One Galleria Tower
                                    13355 Noel Road - 21st Floor
                                    Dallas, Texas 75240
                                    Attention:  Nathan A. Levine
                                    Telecopy:   (214) 385-9601


               With a copy (which shall not constitute notice) to:

                                    Prager, Metzger & Kroemer PLLC
                                    2626 Cole Avenue, Suite 900
                                    Dallas, Texas 75204
                                    Attention:  Jerome L. Prager, Esq.
                                    Telecopy:   (214) 969-7635

or at such other address or telecopy number as any of the above may have
furnished to the other parties in writing and any notice or communication given
in the manner specified in this Section 9(a) will be deemed to have been given
as of the date received. In the event that Escrow Agent, in its sole discretion,
determines that an emergency exists, Escrow Agent may use such other means of
communications as Escrow Agent reasonably deems advisable.

                  (b) The undertakings and agreements contained in this
Agreement will bind and inure to the benefit of the parties to this Agreement
and their respective successors and permitted assigns.

                  (c) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original. Whenever pursuant to
this Agreement Purchaser and Seller are to deliver a jointly signed writing to
Escrow Agent or jointly advise Escrow Agent in writing, 




                                      -4-
<PAGE>   38

such writing may in each and all cases be signed jointly or in counterparts and
such counterparts will be deemed to be one instrument.

                  (d) Escrow Agent may resign and be discharged from its duties
or obligations under this Agreement by giving notice in writing of such
resignation to the Transaction Parties at least 30 days in advance of such
resignation (unless waived in writing by the Transaction Parties). Such
resignation will be effective upon the appointment by Purchaser and Seller of a
successor escrow agent, which will be a federally chartered bank having combined
capital and surplus of at least $250,000,000; provided, that if any such
appointment of any successor agent is not effectuated within 30 days of such
written notice, Escrow Agent may file an action for interpleader and deposit all
funds with a court of competent jurisdiction, all as provided for in Section
6(g) above. Any such successor escrow agent will be appointed by a written
instrument mutually satisfactory to and executed by Purchaser, Seller, Escrow
Agent and the successor escrow agent. Any successor escrow agent appointed under
the provisions of this Agreement will have all of the same rights, powers,
privileges, immunities and authority with respect to the matters contemplated
herein as are granted herein to the original Escrow Agent. Upon delivery of the
Escrow Fund to a successor Escrow Agent, Escrow Agent will have no further
duties, responsibilities or obligations hereunder.

                  (e) Purchaser and Seller hereby jointly and severally agree to
indemnify Escrow Agent for, and to hold it harmless against, any loss, liability
or reasonable out-of-pocket expense arising out of or in connection with this
Agreement and carrying out its duties hereunder, including the reasonable
out-of-pocket costs and expenses of defending itself against any claim of
liability, except in those cases where Escrow Agent has been guilty of gross
negligence or willful misconduct (provided, that in no event will the
Transaction Parties be liable for any allocated cost or expense of persons
regularly employed by Escrow Agent). Anything in this Agreement to the contrary
notwithstanding, in no event will Escrow Agent be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.

                  (f) The Transaction Parties are providing Escrow Agent with
their Tax Identification Numbers (TIN) as assigned by the Internal Revenue
Service below their signatures to this Agreement. All Interest will be allocated
and paid as provided herein and reported by the recipient to the Internal
Revenue Service as having been so allocated and paid.

                  (g) In the event funds transfer instructions are given (other
than in writing at the time of execution of the Agreement), whether in writing
or telecopier, Escrow Agent is authorized to seek confirmation of such
instructions by telephone call-back to the person or persons designated on
Schedule 1 to this Agreement, and Escrow Agent may rely upon the confirmations
of anyone purporting to be the person or persons so designated. The persons and
telephone numbers for call-backs may be changed only in writing actually
received and acknowledged by Escrow Agent. The parties to this Agreement
acknowledge that such security procedure is commercially reasonable.

                  (h) This Agreement will be governed by and construed in
accordance with the 






                                      -5-
<PAGE>   39

laws of the State of Missouri without regard to its principles of conflicts 
of laws. Each of Purchaser and Seller hereby submits to the personal
jurisdiction of and each agrees that all proceedings relating to any dispute
with Escrow Agent under this Agreement will be brought in courts located within
the County of St. Louis County and the State of Missouri or elsewhere as Escrow
Agent my select: provided, however, any dispute between Purchaser and Seller
will not be governed by the preceding. Each of Escrow Agent, Purchaser and
Seller hereby waives the right to trial by jury and to assert counterclaims in
any such proceeding relating to disputes with the Escrow Agent under this
Agreement. To the extent that in any jurisdiction Purchaser or Seller may be
entitled to claim, for itself or its assets, immunity from suit, execution,
attachment (whether before or after judgment) or other legal process, each
hereby irrevocably agrees not to claim, and hereby waives, such immunity.
Purchaser, Seller and Escrow Agent each waives personal service of process and
consents to service of process by certified or registered mail, return receipt
requested, directed to it at the address last specified for notices hereunder,
and such service will be deemed completed ten (10) calendar days after the same
is so mailed.

                  (i) Except as otherwise specified herein, each of the
Transaction Parties will pay all costs and expenses incurred or to be incurred
by it in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement.

                  (j) If any legal action or proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties will be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.

                  (k) Each party to this Agreement hereby represents and
warrants (i) that this Agreement has been duly authorized, executed and
delivered on its behalf and constitutes its legal, valid and binding obligation,
and (ii) that the execution, delivery and performance of this Agreement does not
and will not violate any applicable law or regulation applicable to such party.

                  (l) This Agreement will terminate upon the distribution of the
Escrow Fund by Escrow Agent. The provisions of Sections 6 and 9 of this
Agreement will survive termination of this Agreement and/or the resignation or
removal of Escrow Agent.


                            [Signatures on next page]

                                      -6-
<PAGE>   40




         The parties have caused this Agreement to be signed effective as of the
day and year first above written.


ESCROW AGENT:                              THOMPSON COBURN
                                           By:  
                                                 -------------------------------
                                           Title:                               
                                                 -------------------------------



SELLER:                                    CENCOM CABLE INCOME PARTNERS II, L.P.
                                           By: Cencom Properties  II, Inc.
                                               its General Partner

                                           By:                                  
                                                 -------------------------------
                                           Name:                                
                                                 -------------------------------
                                           Title:                               
                                                 -------------------------------
                                           TIN:                                 
                                                 -------------------------------
                                                 


PURCHASER:                                 ETAN INDUSTRIES, INC.

                                           By:                               
                                                --------------------------------
                                           Name:                                
                                                --------------------------------
                                           TIN:                                 
                                                --------------------------------


                                      -7-
<PAGE>   41


                     Schedule 1 to Deposit Escrow Agreement

                Telephone Number(s) for Call-Backs and Person(s)
                designated to Confirm Funds Transfer Instructions


If to Seller:

Name                               Telephone Number

1.   Eloise Engman                  314-965-0555
2.   Ralph Kelly                    314-965-0555


If to Purchaser:

1.   Nathan A. Levine               972-233-9614
2.   Douglas K. Bridges             972-233-9614



Telephone call-backs will be made to each of Purchaser and Seller if joint
instructions are required pursuant to the Deposit Escrow Agreement.





                                      -8-
<PAGE>   42


                                    Exhibit B

                           Indemnity Escrow Agreement
                                    (CCIP II)


         AGREEMENT made as of this _________ day of December, 1998, by and 
between Cencom Cable Income Partners II, L.P., a Delaware limited partnership 
("Seller"), Etan Industries, Inc., a Texas corporation ("Purchaser") and PNC 
Bank, National Association as escrow agent (the "Escrow Agent").

                              W I T N E S S E T H :
         WHEREAS, Seller and Purchaser are parties to an Asset Purchase
Agreement dated November , 1998 (the "Purchase Agreement"), and

         WHEREAS, the transactions contemplated under the Purchase Agreement
were consummated on _________, 1999 (the "Closing Date").

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

         1.  Acceptance by Escrow Agent

         The Escrow Agent hereby accepts the appointment as escrow agent
hereunder and agrees to act on the terms and conditions hereinafter set forth.
Simultaneously with the execution of this Agreement, Purchaser will cause
delivery to the Escrow Agent for deposit in an escrow account $1,040,000 in
principal, together with all interest accrued as of the date hereof (which
together with all Income (as hereinafter defined) thereafter accrued thereon, is
referred to as the "Escrow Fund").

         2.  Investment of Escrow Fund







<PAGE>   43

         The Escrow Agent shall invest the Escrow Fund in one or more of the
following investments or in other investments upon the express joint written
direction of Seller and Purchaser:

                  (i) United States government securities or securities of
                  agencies of the United States government which are guaranteed
                  by the United States government;

                  (ii) commercial paper issued by corporations, each of which
                  will have a consolidated net worth of at least $250,000,000
                  and each of which conducts a substantial part of its business
                  in the United States of America, maturing within 180 days from
                  the date of the original issue thereof but in no event later
                  than December 31, 1999 (the "Outside Date") and carrying the
                  highest rating by Moody's Investors Service, Inc. ("Moody's")
                  or Standard and Poor's Corporation ("S&P");

                  (iii) certificates of deposit maturing within 180 days of the
                  date of purchase but in no event later than the Outside Date,
                  which are issued by any United States national or state bank
                  whose long term debt rating is rated A3 or better by Moody's
                  or A- or better by S&P and which has capital, surplus and
                  undivided profits totaling more than $250,000,000; and

                  (iv) mutual funds investing exclusively in investments listed
                  in (i), (ii) and (iii) above.

         Temporarily uninvested funds will be held in an interest bearing
business prime account maintained by the Escrow Agent (or in other investments)
if directed by the joint written instructions of Seller and Purchaser.

         3.  Rights and Responsibilities of Escrow Agent

         The acceptance by the Escrow Agent of its duties hereunder is subject
to the following terms and conditions, which the parties to this Agreement
hereby agree shall govern and control with respect to the Escrow Agent's rights,
duties, liabilities and immunities.

         (a) The Escrow Agent shall act hereunder as a depository only, and it
shall not be responsible or liable in any manner whatever for the sufficiency,
correctness, genuineness or validity of any document furnished to the Escrow
agent or any asset deposited with it.

         (b) The Escrow Agent shall be protected in acting upon written
instructions from 




                                      -2-
<PAGE>   44

Seller or Purchaser if it, in good faith, believes such written instruction to
be genuine and what it purports to be.

         Each of Seller and Purchaser shall, upon the execution of this
Agreement and from time to time as appropriate, file with the Escrow Agent a
certified copy of each resolution of its General Partner or Board of Directors,
as the case may be, authorizing the person or persons to give written
instructions. Such resolution shall specify the class of instructions that may
be given by each person to the Escrow Agent, under this Agreement, together with
certified signatures of such persons authorized to sign. This shall constitute
conclusive evidence of the authority of the signatories designated therein to
act. It shall be considered in full force and effect with the Escrow Agent fully
protected in acting in reliance thereon unless and until it receives written
notice to the contrary.

         (c) The Escrow Agent shall not be liable for any error of judgment or
for any action taken or omitted by it in good faith, for any mistake of fact or
law, or for anything which it may do or refrain from doing in connection
herewith except its own gross negligence or willful misconduct.

         (d) Seller and Purchaser agree to indemnify the Escrow Agent and hold
it harmless from and against any loss, liability, expenses (including reasonable
attorneys' fees and expenses), claim or demand arising out of or in connection
with the performance of its obligations in accordance with the provisions of
this Escrow Agreement, except for the gross negligence or willful misconduct of
the Escrow Agent (provided, that in no event will Seller and Purchaser be liable
for any allocated cost or expense of persons regularly employed by the Escrow
Agent). These indemnities shall survive the resignation of the Escrow Agent or
the termination of this Escrow Agreement.





                                       -3-



<PAGE>   45

   

         (e) The Escrow Agent shall have no duties except those specifically set
forth in this Agreement. This Agreement represents the entire understanding of
the parties hereto with respect to the subject matter contained herein and
supersedes any and all other and prior agreements between them.

         (f) The Escrow Agent shall have the right at any time it deems
appropriate to seek an adjudication in a court of competent jurisdiction as to
the respective rights of the parties hereto and shall not be held liable by any
party hereto for any delay or the consequences of any delay occasioned by such
resort to court.

         (g) The fee of the Escrow Agent for its services hereunder in the
amount of $1,000.00 shall be paid jointly by Seller and Purchaser. Each of
Seller and Purchaser shall be responsible for one-half of such fee.

         (h) In addition to the fee described in Section 3(g), the Escrow Agent
shall be entitled to reimbursement for all reasonable expenses, disbursements
and advances made by it in the performance of its duties hereunder, including
counsel fees and court costs. Escrow Agent shall have a lien on the Escrow Fund
to insure payment of such expenses, disbursements and advances.

         4.  Statements

         During the term of this Agreement, the Escrow Agent shall provide
Seller and Purchaser with monthly statements containing the beginning balance in
the escrow account as well as all principal and income transactions for the
statement period. Seller and Purchaser shall be responsible for reconciling such
statements. The Escrow Agent shall be forever released and discharged from all
liability with respect to the accuracy of such statements, except with respect
to any such act or transaction as to which Seller or Purchaser shall, within 90
days after the 




                                      -4-
<PAGE>   46

furnishing of the statement, file written objections with the
Escrow Agent.

         5.  Claims

         In the event that at any time prior to the Outside Date Purchaser shall
give written notice (a "Claim Notice") to the Escrow Agent of any claim in
respect of which indemnity may be sought from Seller pursuant to Section 10 of
the Purchase Agreement (a "Claim"), the Claim Notice shall contain the amount of
the Claim (the "Losses"), and a demand for payment, certified in good faith by
an officer of Purchaser. The Escrow Agent promptly shall deliver a copy of such
Claim Notice to Seller. Unless within 30 days after giving the Claim Notice to
Seller the Escrow Agent receives from Seller a notice disputing Purchaser's
right to all or any portion of the Claim (a "Dispute Notice"), the Escrow Agent
shall pay to Purchaser promptly after expiration of that 30-day period the full
amount of the Claim demanded by Purchaser in the Claim Notice. Any Claim Notice
given after the Outside Date shall be given no effect under this Agreement.

         6.  Distributions

         (a)      The Escrow Agent shall distribute the Escrow Fund from time to
time, as follows:
                                    (i)  Upon the Escrow Agent's receipt of 
                           joint written instructions signed on behalf of Seller
                           and Purchaser specifying the method for disbursing
                           the Escrow Fund, in which case such funds will be
                           disbursed promptly by the Escrow Agent in accordance
                           with such instructions;

                                    (ii) Upon termination of the 30-day period
                           following the receipt of a Claim Notice the Escrow
                           Agent shall pay to Purchaser any portion of the Claim
                           for which a Dispute Notice has not been received. The
                           Escrow Agent shall continue to hold, as a part of the
                           Escrow Fund, all or a portion of such Claim subject
                           to dispute, until the earlier of (A) a receipt of
                           written instructions signed by the Seller and the
                           Purchaser pursuant to paragraph (a)(i) above or (B) a
                           Court Order pursuant to paragraph (a)(iii) below; or

                                    (iii) Upon the Escrow Agent's receipt of an
                           official copy 




                                      -5-
<PAGE>   47

                           of a final, non-appealable order issued
                           by a court of competent jurisdiction (a "Court
                           Order") specifying the method for disbursement of the
                           Escrow Fund, in which case such funds will be
                           disbursed promptly by the Escrow Agent in accordance
                           with such instructions.

         (b) On the first business day following the Outside Date, the Escrow
Agent shall distribute to Seller from the Escrow Fund the amount of the Escrow
Fund less the sum of (i) all amounts owed to Purchaser on such date pursuant to
Section 5 and (ii) the aggregate amount of Losses contained in Claim Notices in
respect of Claims that have not been resolved in accordance with Section 5. On
the first business day following the Outside Date on which all Claims have been
resolved (whether by agreement of the parties, by failure of Seller to dispute a
Claim or by Court Order) the Escrow Agent shall distribute the Escrow Fund (i)
to Purchaser to the extent of all amounts owed Purchaser pursuant to Section 5
and (ii) to Seller the balance of the amount in the Escrow Fund.

         (c) All disbursement of funds in the Escrow Fund pursuant to Section 5
will be by wire or interbank transfer of immediately available funds to the
account or accounts designated in writing by Seller or Purchaser, as applicable.

         7.  Income

         All income, including interest and dividends, earned on the Escrow Fund
deposited hereunder ("Income") shall be added to, held and reinvested in the
Escrow Fund created hereunder. With a disbursement of all or a portion of the
Escrow Fund pursuant to Section 6 above, the Escrow Agent will distribute to the
party receiving such disbursement a proportionate share of the Income from the
investment of the Escrow Fund, unless the Escrow Agent is otherwise directed by
joint written instructions signed by Seller and Purchaser.

         8.  Tax Identification Number





                                      -6-
<PAGE>   48

         All Income accrued in the Escrow Fund shall be for the account of
Seller or Purchaser as set forth in Section 7 and shall be reported under
applicable federal regulations using the tax identification number of Seller,
which is #43-1456575, or Purchaser, which is #75-1546158, as applicable.

         9.  Indemnification as to Taxes, Penalties and Interest

         Seller and Purchaser shall indemnify and hold harmless the Escrow Agent
against and in respect of any liability for taxes and for any penalties or
interest in respect of taxes attributable to the investment of funds held in
escrow by the Escrow Agent pursuant to this Agreement.

         10.  Amendment

         This Agreement may not be amended or supplemented and no provision
hereof may be modified or waived, except by an instrument in writing, signed by
all of the parties hereto.

         11.  Termination

         The purpose of this Escrow Agreement and the terms hereof shall
terminate upon the disbursement of amounts constituting the Escrow Fund. Upon
the termination of this Agreement and upon the delivery of all the Escrow Fund
by the Escrow Agent, in accordance with the terms hereof, the Escrow Agent shall
be relieved of any and all further obligations hereunder.

         12.  Resignation

         The Escrow Agent may resign at any time by giving 30 days written
notice of such resignation to Seller and Purchaser. If no successor escrow agent
has been named at the expiration of the 30 day period, the Escrow Agent shall
have no further obligation hereunder except to hold the Escrow Fund as a
depository. Upon notification by Seller and Purchaser of the appointment of the
successor the Escrow Agent shall promptly deliver the Escrow Fund and all
materials in its possession relating to the Escrow Fund to such successor, and
the duties of the





                                      -7-
<PAGE>   49

resigning Escrow Agent shall thereupon in all respects terminate, and it shall
be released and discharged from all further obligations hereunder. Any such
successor agent, which will be a federally chartered bank having combined
capital and surplus of at least $250,000,000, will be appointed by a written
instrument mutually satisfactory to and executed by Seller, Purchaser and the
successor escrow agent which will have the same rights, powers, privileges,
immunities and authorities as are granted herein to the original Escrow Agent.

         Similarly, the Escrow Agent may be discharged from its duties as Escrow
Agent under this Agreement upon 30 days written notice from Seller and Purchaser
and upon payment of any and all fees due to the Escrow Agent. In such event, the
Escrow Agent shall be entitled to rely on joint written instructions from Seller
and Purchaser as to the disposition and delivery of the Escrow Fund.

         13.  Execution

         This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but such counterparts together shall constitute one
and the same instrument. The effective date of this Agreement shall be the date
it is executed by the last party to do so. Whenever Seller and Purchaser are to
deliver a jointly signed writing to the Escrow Agent, such writing may be signed
jointly or in counterparts and such counterparts will be deemed to be one
instrument.

         14.  Miscellaneous

         All covenants and agreements contained in this Agreement by or on
behalf of the parties hereto shall bind and inure to the benefit of such parties
and their respective heirs, administrators, legal representatives, successors
and assigns, as the case may be. The headings in this Agreement are for
convenience of reference only and shall neither be considered as part of 




                                      -8-
<PAGE>   50

this Agreement, nor limit or otherwise affect the meaning hereof. This Agreement
shall be construed and enforced in accordance with the laws of the Commonwealth
of Pennsylvania without regard to its principles of conflicts of laws.

         15.  Notices

         All instructions, notices and other communications hereunder must be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed by first class, registered mail, return receipt requested, postage
prepaid or confirmed telecopy and addressed as follows: If to Seller at:

                           Cencom Cable Income Partners II, L.P.
                           c/o Charter Communications
                           12444 Powerscourt Drive, Suite 400
                           St. Louis, Missouri 63131
                           Attention:  Kent Kalkwarf
                           Telecopy:   (314) 965-6640

         With a copy  similarly  addressed to the  attention  of: Marcy  Lifton,
         Esq. and with a copy (which shall not constitute notice) to:

                           Thompson Coburn
                           One Mercantile Center, Suite 3400
                           St. Louis, Missouri 63101
                           Attention:  Benjamin H. Hulsey, Esq.
                           Telecopy:   (314)  552-7000

If to Purchaser at:

                           Etan Industries, Inc.
                           One Galleria Tower
                           13355 Noel Road - 21st Floor
                           Dallas, Texas 75240
                           Attention:  Nathan A. Levine
                           Telecopy:   (214) 385-9601

         With a copy (which shall not constitute notice) to:

                           Prager, Metzger & Kroemer PLLC
                           2626 Cole Avenue, Suite 900
                           Dallas, Texas 75204




                                       -9-
<PAGE>   51

                           Attention:  Jerome L. Prager, Esq.
                           Telecopy:   (214) 969-7635

If to the Escrow Agent:

                           PNC Bank, National Association
                           ATTN:  Corporate Trust Administration
                           1600 Market Street - 30th Floor
                           Philadelphia, PA  19103
                           Telecopy:   (215) 585-8872

or at such other address or telecopy number as any of the above may have
furnished to the other parties in writing and any notice or communication given
in the manner specified in this Section 15 will be deemed to have been given as
of the date received. In the event that the Escrow Agent, in its sole
discretion, determines that an emergency exists, the Escrow Agent may use such
other means of communications as the Escrow Agent reasonably deems advisable.

         16.  Costs and Expenses

         Except as otherwise specified herein, each of Seller and Purchaser will
pay all costs and expenses incurred or to be incurred by each of them in
negotiating and preparing this Agreement and in carrying out the transactions
contemplated hereby. If any legal action or proceeding is brought for the
enforcement of, or because of a dispute, breach or misrepresentation in
connection with this Agreement, the successful or prevailing party will be
entitled to recover reasonable attorneys' fees and other costs incurred in such
action or proceeding, in addition to any other relief to which it may be
entitled.

         17.  Authorization

         Each party to this Agreement hereby represents and warrants (i) that
this Agreement has been duly authorized, executed and delivered on its behalf
and constitutes its legal, valid and binding obligation and (ii) that the
execution, delivery and performance of this Agreement does not and will not
violate any law or regulation applicable to such party.




                                      -10-
<PAGE>   52


         IN WITNESS THEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

CENCOM CABLE INCOME PARTNERS II, L.P.

By:      Cencom Properties II, Inc.,
         General Partner

By:
   ------------------------------------                                         
         Name:                         
               ------------------------                       
         Title:                        
               ------------------------                       




ETAN INDUSTRIES, INC.


By:                    
   ------------------------------------                                       
         Name:                                                
               ------------------------ 
         Title:
               ------------------------                                         
                

PNC BANK, NATIONAL ASSOCIATION,
as Escrow Agent


By:                                    
    ----------------------------------                       
         Name:                        
               -----------------------                        
         Title:                       
               -----------------------                        




                                      -11-
<PAGE>   53



                                    Exhibit C

                       Assignment and Assumption Agreement
                                    (CCIP II)


         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of the
___________ day of ____________, 1999, by and among ETAN INDUSTRIES, INC., a 
Texas corporation ("Purchaser") and CENCOM CABLE INCOME PARTNERS II, L.P., a 
Delaware limited partnership ("Seller").

         WHEREAS, pursuant to an Asset Purchase Agreement dated _______the day 
of December, 1998 (the "Purchase Agreement"), made between Purchaser and Seller,
Seller agreed to sell, and Purchaser agreed to purchase certain of the assets
owned by Seller, as more fully described in the Purchase Agreement;

         WHEREAS, Section 2.5 of the Purchase Agreement provides that the
Purchaser shall, as of the Closing Date, assume certain of Seller's obligations
and liabilities as described therein; and

         WHEREAS, Section 2.5 of the Purchase Agreement contemplates that this
Assignment and Assumption Agreement be entered into and delivered at Closing.

         NOW, THEREFORE, in consideration of the promises, covenants and
agreements contained in the Purchase Agreement, the closing of the transactions
contemplated by the Purchase Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each of the parties, Seller and Purchaser agree as follows:

         1. Capitalized terms used but not otherwise defined herein shall have
the meanings given to such terms in the Purchase Agreement.

         2. Seller hereby assigns and transfers to Purchaser all of the
agreements, franchises, leases, easements and other Contracts disclosed by
Seller in the Schedules to the Purchase Agreement relating to the operations of
the Systems (other than Excluded Assets) (collectively, the "Assumed
Obligations").

         3. Subject to the terms of Section 2.5 and the other terms and
provisions of the Purchase Agreement, Purchaser hereby assumes and agrees to
perform only those obligations of Seller for which Purchaser has received an
adjustment pursuant to Section 2 of the Purchase Agreement and those obligations
of Seller arising under or in connection with the Assumed Obligations. In
addition, Purchaser shall assume (i) all obligations relating to the Assets
entered into by Seller in the ordinary course of business consistent with past
practices as reflected in the Seller Financial Statements between the date
hereof and the Closing Date (other than obligations, if any, relating to the
Excluded Assets), to the extent such obligations continue after the Closing and
(ii) all liabilities incurred in the ordinary course of business consistent with
past practices as reflected in the Seller Financial Statements relating to (A)
all customer advance payments and deposits, prepaid advertising revenues and
other prepaid revenues or income received or held by Seller for services to be
rendered or obligations to be performed in connection with the Systems
subsequent to the Closing Date and (B) the performance of the Contracts from and
after the Closing Date.






<PAGE>   54


         4. Seller and Purchaser shall execute and deliver from time to time
hereafter, upon reasonable request, all such further documents and instruments,
and shall do and perform all such acts as may be necessary, to give full effect
to the intent and meaning of the Purchase Agreement and this Assignment and
Assumption Agreement.

         5. This Assignment and Assumption Agreement is executed and delivered
by Seller and Purchaser pursuant to the Purchase Agreement, subject to the
covenants, representations and warranties thereof. No provisions set forth
herein shall be deemed to enlarge, alter or amend the terms or provisions of the
Purchase Agreement. In the event of any conflict between the provisions herein
and the Purchase Agreement, the provisions of the Purchase Agreement shall
control.

         6. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

         7. This Assignment and Assumption Agreement may be executed in several
counterparts, all of which taken together shall constitute one instrument.

         IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption Agreement to be executed and delivered by their duly authorized
partners or officers as of the day and year first written above.

                                   SELLER:

                                   CENCOM CABLE INCOME PARTNERS II, L.P.

                                   By:  Cencom Properties II, Inc., its general 
                                        partner


                                   By:  
                                       -----------------------------------------
                                   Name:                                        
                                        ----------------------------------------
                                   Title:                                       
                                         --------------------------------------


                                   PURCHASER:

                                   ETAN INDUSTRIES, INC.


                                   By:                      
                                      ------------------------------------------
                                   Name:                                        
                                        ---------------------------------------
                                   Title:                                       
                                         --------------------------------------






<PAGE>   55

STATE OF __________________ )
                            )
COUNTY OF _________________ )

         On this ______ day of _______________, 1998, before me, _____________, 
a Notary Public in and for said state, personally appeared ___________________, 
______________________ of Cencom Properties II, Inc., a Delaware corporation, 
known to me to be the person who executed the within instrument in behalf of 
said corporation, which corporation was acting as the general partner of Cencom 
Cable Income Partners II, L.P., a Delaware limited partnership, and 
acknowledged to me that (s)he executed the same for the purposes therein stated.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above
written.

                                                                              
                                                  ____________________________
                                                   Notary Public

My Commission Expires:

_______________________________


STATE OF _________________________ )
                                   )
COUNTY OF ________________________ )

         On this _______ day of _______________, 1998, before me _____________, 
a Notary Public in and for said state, personally appeared __________________, 
______________ of Etan Industries, Inc., a Texas corporation, known to me to be 
the person who executed the within instrument in behalf of said corporation, 
and acknowledged to me that (s)he executed the same for the purposes therein 
stated.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above
written.


                                                  ____________________________
                                                   Notary Public


My Commission Expires:

_______________________________




<PAGE>   56


                                    Exhibit D

                                  Bill of Sale
                                    (CCIP II)



                      KNOW ALL MEN BY THESE PRESENTS THAT:

         CENCOM CABLE INCOME PARTNERS II, L.P., a Delaware limited partnership
("Seller"), for and in consideration of Ten Dollars ($10.00) paid to Seller by
ETAN INDUSTRIES, INC., a Texas corporation ("Purchaser") pursuant to that
certain Asset Purchase Agreement, dated December ____, 1998 between Seller and
Purchaser (the "Purchase Agreement"), and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, does
hereby GRANT, BARGAIN, SELL, TRANSFER, CONVEY and DELIVER unto Purchaser, its
successors and assigns, good and marketable title to all of the assets,
properties, rights, titles and privileges of Seller of every kind, character and
description, whether tangible, intangible, real personal or mixed, of whatever
description and wherever located, involved in, related to, owned, used or held
for use previously in connection with the ownership, use or operation of the
Systems, whether or not required to be listed on Seller's balance sheet in
accordance with GAAP, including, without limitation, all additions, accessions
and substitutions made prior to the Closing Date as permitted pursuant to the
terms of the Purchase Agreement (the "Assets"), but excluding the Excluded
Assets, free and clear of all defaults, liens, claims, charges, encumbrances,
security interests, pledges, restrictions, deeds of trust, mortgages and title
impediments, except for the Permitted Encumbrances, as defined in Section 3.2 of
the Purchase Agreement.

         Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement.

         The Assets shall include (not by way of limitation) the following:

                  (a) all the rights of Seller under any and all franchises,
         licenses (including those required by the FCC, permits, authorizations,
         easements, registrations, leases, variances, consents and certificates
         and similar rights which authorize or are required in connection with
         the operation of the Systems including any applications for any of the
         foregoing (collectively, the "Governmental Permits") that are obtained
         from or are pending with any federal, state, county, municipal or local
         government and any governmental agency, bureau, commission, authority,
         body, court (or other judicial body), administrative or executive
         agency, legislative or quasi-legislative body, commission, council or
         other agency, including any such agency, authority or body responsible
         for the issuance or administration of any Governmental Permit or whose
         consent is required for the sale and transfer of the Assets (each, a
         "Governmental Authority");

                  (b) all the rights of Seller under any and all subscription
         contracts with 


<PAGE>   57

         subscribers of Seller, pole attachment agreements, access agreements
         and all other contracts, leases, agreements or undertakings (other than
         those that are included in the Excluded Assets or which constitute
         Governmental Permits or Real Property), written or oral, relating
         primarily to the ownership, operation, use or maintenance of the
         Systems or the Assets (the "Contracts").

                  (c) all of the real property interests of Seller which relate
         primarily to the ownership, use, or operation of the Systems, including
         fee and office and other leasehold interests, and all improvements
         thereon and rights related thereto, such as towers, fixtures,
         distribution plant, head-end equipment, subscriber installations,
         licenses, easements, right of way and other interests therein
         (collectively, the "Real Property");

                  (d) all accounts receivable owed to Seller in connection with
         the operation of the Systems and uncollected as of the Closing Date
         (collectively, the "Accounts Receivable");

                  (e) all subscriber deposits (including converter deposits),
         tenant deposits and other amounts collected by Seller for services,
         materials or equipment to be supplied from and after and prorated as of
         the Closing Date;

                  (f) all items of tangible personal property owned, used or
         held for use by Seller primarily in connection with the operation of
         the Systems, including, without limitation, all physical plant and
         equipment, including electronic devices, distribution plant, head-end
         equipment, reception sites and related equipment, vehicles and all
         inventories of materials, supplies, traps, test equipment, spare parts,
         converters and tools (collectively, the "Equipment"); and

                  (g) all files, books, records and subscriber lists owned, used
         or held for use by Seller primarily in connection with the Systems that
         are maintained by Seller on the premises of the Systems and all other
         licenses, permits and operating documents that are owned, used or held
         for use by Seller exclusively in connection with the Systems wherever
         located;


but, shall not include the Excluded Assets.

         Notwithstanding the foregoing, Seller is not transferring any of the
Excluded Assets, as defined in Section 1.2 of the Purchase Agreement, which term
shall mean those items described in Section 1.2 to the Purchase Agreement.

         TO HAVE AND TO HOLD, all and singular, the Assets, together with the
rights, titles, and interests thereto in anyway belonging to Purchaser, its
successors and assigns, for their own use forever, free and clear of all
defaults, liens, claims, charges, security interests, mortgages, deeds of trust,
encumbrances, pledges, restrictions and title impediments, other than Permitted
Encumbrances, and Seller does hereby bind itself, its successors and assigns, to
warrant and defend the title to the Assets unto the Purchaser, its successors
and assigns, to the extent 


                                      -2-



<PAGE>   58

provided in the Purchase Agreement.

         Seller shall execute and deliver from time to time hereafter, upon
reasonable request, all such further documents and instruments as may be
necessary to deliver and transfer title in the Assets to Purchaser.

         This Bill of Sale is executed and delivered by Seller pursuant to the
Purchase Agreement, subject to the covenants, representations and warranties
thereof. No provisions set forth in this Bill of Sale shall be deemed to
enlarge, alter or amend the terms or provisions of the Purchase Agreement. In
the event of any conflict between the provisions of this Bill of Sale and the
Purchase Agreement, the provisions of the Purchase Agreement shall control.

         This Bill of Sale shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to the conflict of law provisions
thereof.

         IN WITNESS WHEREOF, CENCOM CABLE INCOME PARTNERS II, L.P., by a duly
authorized officer has executed this Bill of Sale as of the ___ day of 
_____________, 1999.

                                           CENCOM CABLE INCOME PARTNERS II, L.P.

                                           By: Cencom Properties II, Inc., its 
                                               general partner


                                           By: 
                                               --------------------------------
                                           Title:                               
                                                  -----------------------------
                                                

                                      -3-
<PAGE>   59
                                    Exhibit E

                           Opinion of Seller's Counsel
                                    (CCIP II)

                                   _________, 1999

Etan Industries, Inc.
One Galleria Tower
13355 Noel Road - 21st Floor
Dallas, Texas  75240

Ladies and Gentlemen:

         We have acted as counsel for _______ (the "Partnership"), in connection
with (i) the preparation, execution and delivery of (a) the Asset Purchase 
Agreement, dated ________________, ____ (the "Purchase Agreement"), between 

Etan Industries, Inc. ("Purchaser"), and the Partnership, (b) the Indemnity 
Escrow Agreement, dated _________________, _______________, among Purchaser, 
the  Partnership, and NationsBank of Texas, N.A. (the "Escrow Agreement"), and
(c) the Bill of Sale and Assignment and Assumption Agreement, each of even date 
herewith (collectively, the "Assignment Documents") (the Purchase Agreement, 
the Escrow Agreement and the Assignment Documents being hereinafter sometimes 
collectively referred to as the "Agreements"); and (ii) the transactions 
contemplated thereby. We are rendering this opinion at the request of our 
clients pursuant to Sections 3.2(f) and 7.8 of the Purchase Agreement. 
Capitalized terms used and not otherwise defined herein have the same meanings 
herein as in the Purchase Agreement.

         In our capacity as counsel to the Partnership, we have made such
factual inquiries and examined such documents, records and certificates as we
have deemed necessary or appropriate for issuing this opinion letter, including
but not limited to the following:

         (A-1) The Partnership Agreement ("Partnership Agreement") and
Certificate of Limited Partnership ("Certificate of Limited Partnership") of the
Partnership, as amended to date, certified to us on this date as true and
complete by the general partner of the Partnership;

         (A-2) Certificate dated ________, 1999, from the Delaware Secretary of 
State and oral confirmation as of the date hereof as the Partnership's 
partnership existence;

         (A-3) Certificates dated as of a recent date, from the Secretary of
State and Comptroller of Public Accounts of the State of Texas and oral
confirmation as of the date hereof as to the Partnership's qualification to
transact business in such jurisdiction;

         (A-4) The written consent of the Board of Directors of ___________, 
Inc., the corporate general partner of the Partnership, 
dated ______________, 19__  


                                       

<PAGE>   60
Etan Industries, Inc.
                    , 19
-------------------      --
Page 2





________, as certified to us on this date by an officer of the corporate general
partner of the Partnership;

         (A-5) The factual representations, warranties and certifications made
by or on behalf of the Partnership in the Agreements or in any certificate,
document or other written communication delivered by or on behalf of the
Partnership in connection with the transactions contemplated by the Agreements;
and

         (A-6)    The Agreements,

         For purpose of rendering the opinions expressed herein, we have
assumed: (i) the genuineness of all signatures (other than signatures by or on
behalf of the Partnership on documents submitted to us as originals and the
conformity to original documents furnished to us; (ii) the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all copies furnished to us; (iii) the due power and authority of each party
(other than the Partnership) to each document reviewed by us; (iv) the due
authorization of each document reviewed by us by each party thereto (other than
the Partnership); (v) the due execution and delivery of each of the Agreements
executed by or on behalf of any person other than the Partnership; and (vi) that
the Agreements executed by or on behalf of any person (other than signatures by
or on behalf of the Partnership) constitute the legal, valid and binding
obligations of each such person, enforceable against each such person in
accordance with their respective terms.

         The opinions expressed herein are also subject to the following:

         (B-1) The opinions expressed by us herein are limited to the laws of
the State of Missouri, the Delaware Revised Uniform Limited Partnership Act
(Title 6) and, where applicable, to Federal laws. We note that the Agreements
recite that they are governed by the laws of the State of Texas. For purposes of
this opinion letter, we have assumed, without inquiry, that the laws of the
State of Texas are the same as the laws of the State of Missouri in all
pertinent respects.

         (B-2) We express no opinion with respect to any law, rule or regulation
regarding: (i) the issuance, purchase or sale of securities or with respect to
securities generally; (ii) the environment, toxic or hazardous substances; (iii)
occupational safety or health; (iv) federal, state or local taxation; (v) any
matter subject to the review or jurisdiction of the Copyright Office, the
Copyright Royalty Tribunal, the Federal Communications Commission or the Federal
Aviation Administration, including, without limitation, matters within the
jurisdiction of any such body relating to whether the Partnership has all
requisite franchises, is required to file copyright 






<PAGE>   61

Etan Industries, Inc.
                         , 19
-------------------------     --
Page 3


statements of account or is required to comply with any law, rule or regulation
relating to the use of aeronautical frequencies or signal leakage; (vi) zoning,
land use, subdivision matters or other matters governed by county, municipality
or other local laws or regulations; (vii) antitrust (except with respect to the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended); (viii) unfair
competition; and (ix) labor matters.

         (B-3) Our opinions are subject to the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, arrangement, moratorium, and other laws
relating to or affecting the rights of creditors generally.

         (B-4) Our opinions are subject to limitations imposed by general
principles of equity upon: (i) the specific enforceability of any of the
remedies, covenants or other provisions of the Agreements; (ii) the general
availability of injunctive relief or other equitable remedies; and (iii) the
application of principles of equity (regardless of whether enforcement is
considered in proceedings in law or in equity) in regard to certain covenants
and provisions where (y) the breach of such covenants or provisions imposes
restrictions or burdens upon an obligor, and a court determines that such breach
is not material to the obligee or (z) the obligee's enforcement of covenants or
provisions of the Agreements would violate the obligee's implied covenant of
good faith and fair dealing or would be commercially unreasonable.

         (B-5) We express no opinion as to the enforceability of any provisions
of the Agreements that: (i) purport to specify that provisions may be waived or
amended only in writing; or (ii) purport to indemnify or would have the effect
of indemnifying any person for such person's gross negligence, reckless or
willful misconduct or intentional wrongs, or to exculpate any person as to
liability for wrongs committed to persons other than a party to the instrument
purporting to create such exculpation.

         (B-6) Whenever any opinion stated herein with respect to the existence
or absence of facts is indicated to be based on our knowledge or the best of our
knowledge, it is limited to (i) the current actual knowledge of the attorney who
signed this opinion, any attorney of our firm who had active involvement in
negotiating the Purchase Agreement, preparing the Purchase Agreement or
preparing this opinion letter and, solely as to information, relevant to an
opinion issue, any attorney of our firm who was primarily responsible for
providing the response concerning the particular issue; (ii) a review of our
internal litigation docket; (iii) inquiry of representatives of the Partnership
in connection with preparation of the Agreements and the schedules thereto; and
(iv) our review of the items listed in subparagraphs (A-1) through (A-6) above.
We rely on the factual representations and warranties referred to in
subparagraphs (A-5), except to the extent of any knowledge to the contrary or to
the extent reliance thereon would be unreasonable. Except to the extent
expressly set forth herein, we have not undertaken any 







<PAGE>   62
Etan Industries, Inc.
                         , 19
-------------------------     --
Page 4



independent investigation to determine the existence or absence of such facts
and no inference as to our knowledge of existence or absence of such facts
should be drawn from our representation of the Partnership.

         Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that, as of this date:

         1. The Partnership is a Delaware limited partnership, validly existing
under the laws of the State of Delaware with full partnership power and
authority required to owns its properties and conduct its business as presently
conducted by it and as contemplated to be conducted by it under the Agreements,
including the power and authority to enter into and perform the Agreements and
to carry out its obligations thereunder and as contemplated therein. The
Partnership is duly authorized to transact business as a foreign limited
partnership in the State of Texas.

         2. The execution, delivery and performance by the Partnership of each
of the Agreements to which it is a party and the transactions contemplated
thereby have been duly authorized by all necessary partnership action, and each
such agreement, when executed and delivered by the parties thereto pursuant to
due authorization will be, the legal, valid and binding obligation of the
Partnership, enforceable against it in accordance with its terms.

         3. To the best of our knowledge, there are no actions, suits,
investigations or proceedings ("Actions") pending or threatened against or
affecting the Partnership or any of its properties or rights with respect to the
Systems, by or before any court, arbitrator or administrative tribunal or
Governmental Authority, except Actions that may affect the cable television or
telecommunications business generally.

         This opinion letter is rendered as of the date hereof and we assume no
responsibility to supplement the opinions set forth herein in light of any
matters occurring after the date hereof.

         This opinion letter is issued solely for the benefit and information of
Purchaser and is in no respect to be quoted by, or otherwise referred to by, or
relied upon by, or filed with, any Governmental Authority or other person or
entity without our prior written consent, except that Purchaser may provide a
copy of this opinion to persons who provide financing to Purchaser, and such
person may rely thereon in connection with providing such financing to
Purchaser.

                                                     Very truly yours,



<PAGE>   63


                                    Exhibit F

                         Opinion of Seller's FCC Counsel
                                    (CCIP II)

                                              , 1999
                                 -------------





Etan Industries, Inc.
14001 Parkway, Suite 1050
Dallas, Texas  75240

Ladies and Gentlemen:

         This letter is furnished to you pursuant to Section            of the 
                                                             ----------
Asset Purchase Agreement dated as of              the (the "Agreement") between
                                     -------------
                         ("Seller") and Etan Industries, Inc. ("Purchaser").
------------------------

         We have acted as special communications counsel to Seller in connection
with its cable television business in the communities identified in Attachment A
hereto the "Systems"). This opinion is based, as to matters of law, solely on
the Communications Act of 1934, as amended (the "Act"), the rules and
regulations of the Federal Communications Commission ("FCC"), Section 111 of the
Copyright Act of 1976, as amended (17 U.S.C. Section 111) (the "Copyright Act"),
the rules and regulations of the United States Copyright Office ("Copyright
Office") pertaining to 17 U.S.C. Section 111, and the rules and regulations of
the Federal Aviation Administration ("FAA").

         For purposes of this opinion, we have examined files made available to
us by Seller, our own files, and have examined available records at the FCC and
the Copyright Office, and have considered such questions and issues under the
above-referenced laws and regulations as relate to Seller or the Systems as we
have deemed necessary or appropriate for the purposes of this opinion. In making
such examinations, we have assumed the genuineness of all signatures on all of
the original or certified, conformed or reproduced copies of all documents of
all parties, the authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.

         We have not conducted an independent field investigation of the
Systems, and we have not examined the actual day-to-day operations of the
Systems. We have thus relied upon information provided to us by Seller
concerning the day-to-day operations and actual signal carriage of the Systems.
As to certain questions of fact, we have relied upon statements and certificates
of certain officers, directors, employees and representatives of Seller as well
as the 





<PAGE>   64
Etan Industries, Inc.
                        , 1999
-----------------------
Page 2

statements of certain government officials. We have no reason to believe
that such statements are not accurate. This opinion is limited to the matters
expressly addressed herein. We note in particular that we have no knowledge and
express no opinion as to the Systems' compliance in the field with FCC technical
and engineering regulations or their compliance with local franchising
obligations. We have undertaken no investigation and accordingly render no
opinion concerning compliance with the FCC's children's television advertising
rules, public file and record keeping requirements, complaint procedures, or
political advertising rules. Furthermore, we have no knowledge and express no
opinion as to the Systems' regulatory compliance for any periods predating
Seller's ownership of the Systems.

         Based upon and limited by the foregoing, and subject to the exceptions
set forth in Attachment F, we are of the opinion that:

         1. (a) Seller holds the licenses listed in Attachment A hereto (the
"FCC Licenses"). Based on information provided by Seller, these are the only FCC
licenses required to continue operating the Systems as presently operated. Each
such license was validly issued by the FCC and remain in full force and effect.
Except as noted in Attachment A, the assignment of these licenses to Buyer has
been approved by the FCC, to the extent such approval is required, and such
assignment authorizations are in full force and effect.

            (b) The execution, delivery and performance by Seller of the
Agreement will not result in any violation of the Communications Act or the
FCC's rules, regulations or policies and will not cause any forfeiture or
impairment of any FCC authorizations held by the Systems, provided that Buyer
complies with all FCC rules, regulations and policies relating to transfers of
ownership including cross-ownership restrictions.

         2. The Systems have authorization to use the frequencies in the
aeronautical and navigational bands (108-137 and 225-240 MHz) set forth in
Attachment B. Based on information provided to us by Seller, these are the only
aeronautical authorizations necessary at this time to enable the Systems to
operate in compliance with FCC regulations.

         3. To the extent required, (i) registration statements for the Systems'
communities, (ii) the most recent FCC Forms 320 (showing complying index scores)
required to be filed, (iii) the most recent Forms 325 required to be filed, (iv)
1990-1998 Form 395A reports, (v) FCC Form 854, Antenna Structure Registrations,
and (vi) all regulatory fee forms, are on file with the FCC. The Systems have
received EEO certification from the FCC for 1990 through 1997.

         4. To the best of our knowledge, based on information provided by
Seller, as set forth in Attachment C, the Systems is carrying all of the
commercial "must-carry" signals




<PAGE>   65

Etan Industries, Inc.
                       , 1999
-----------------------
Page 3


required to be carried pursuant to Federal Law. To the best of our knowledge,
there are no "must-carry" complaints pending against the Systems.

         5. To the best of our knowledge, based on information provided by
Seller, as set forth in Attachment C, all necessary retransmission consents for
the television broadcast signals currently carried on the Systems have been
obtained.

         6. To the best of our knowledge, based on information provided by
Seller and our review of unofficial logs compiled by the FCC or its independent
contractor, Garcia Consulting, Inc. of Forms 328 and 329 filed with the FCC as
of August 31, 1998, Attachment D identifies all of the Systems' franchising
authorities that have sought certification from the FCC to regulate basic
service and equipment rates and all complaints filed at the FCC with respect to
rates for cable programming service.

         7. Based on information provided by Seller, the Systems have
established procedures to provide privacy notices annually to their subscribers
and to each new subscriber upon commencement of service, to prevent unauthorized
access to personally identifiable information, and to make available lockboxes
upon request, pursuant to the provisions of the Act. We express no opinion as to
the adequacy or legal sufficiency of the content of such privacy notices or as
to the Systems' internal procedures for the distribution of lockboxes, privacy
notices or the protection of subscriber privacy in accordance with the Act.

         8. All Statements of Account required under Section 111 of the
Copyright Act, together with all royalty fees reported as due thereunder, have
been filed by the Systems for the semi-annual accounting periods of 1995/1
through the date hereof, to the extent due. We have not verified the Systems'
historic signal carriage, nor have we verified the royalty fee treatment,
calculation or figures, and we express no opinion as to the accuracy thereof.

         9. To the best of our knowledge after due inquiry, there have been no
inquiries, which have not been resolved, received from the U.S. Copyright Office
or any other party which question the 1995/1-1998/1 Statements of Account or any
copyright payment made by the Systems for those accounting periods, nor are we
aware of any claim, action, or demand, other than matters relating to the cable
television industry generally, for copyright infringement or for non-payment for
royalties pending or threatened against the Systems.

         10. To the best of our knowledge after due inquiry, and except as
identified in Attachment D and with respect to general rulemakings and similar
matters relating to the cable television industry generally, there is no FCC
order, writ, injunction, or decree which has been 





                                       
<PAGE>   66
Etan Industries, Inc.
                       , 1999
-----------------------
Page 4



issued against the ongoing operations of the Systems, nor are we aware of any
FCC action, suit or proceeding pending or threatened against the Systems.

         11. Based solely upon the information provided by Seller as to antenna
structure height, location and proximity to any aircraft landing areas, all
antenna structures utilized by Seller in connection with its operation of the
Systems are in compliance with the requirements for notification to the FAA
contained in Part 17 of the FCC's rules. These antenna structures are listed in
Attachment E hereto. We express no opinion as to compliance with any
requirements of Part 17 of the FCC's rules (such as antenna structure marking
and lighting requirements) other than those delineating the circumstances under
which notification to the FAA is required prior to the construction or
alteration of certain antenna structures.

         Opinions are expressed herein only as of the date hereof, and we assume
no obligation to advise you of any future changes in the foregoing. Except as
noted below, this opinion has been prepared solely for your use in connection
with the closing under the Agreement as of the date hereof and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity without the prior
written consent of this firm. Each of Buyer's lenders is authorized to rely on
this opinion to the same extent as if it had been addressed to them.

                                                     Very truly yours,




<PAGE>   67


                                    Exhibit G

                         Opinion of Purchaser's Counsel
                                    (CCIP II)

                                               , 1999
                                  ------------



Cencom Cable Income Partners II, L.P.
c/o Charter Communications
12444 Powerscourt Drive
Suite 400
St. Louis, Missouri  63131

Ladies and Gentlemen:

         We have acted as counsel for Etan Industries, Inc. (the "Company"), in
connection with (i) the preparation, execution and delivery of (a) the Asset
Purchase Agreement, dated                 , (the "Purchase Agreement"), between 
                          ---------------
the Company and Cencom Cable Income Partners II, L.P. ("Seller"), (b) the
Indemnity Escrow Agreement, dated     ,    , among the Company, Seller and Fleet
                                  ---- ----
National Bank (the "Escrow Agreement"), and (c) the Assignment and Assumption
Agreement, of even date herewith (the "Assignment Document") (the Purchase
Agreement, the Escrow Agreement and the Assignment Document being hereinafter
sometimes collectively referred to as the "Agreements"); and (ii) the
transactions contemplated thereby. We are rendering this opinion at the request
of our clients pursuant to Sections 3.3(d) and 8.7 of the Purchase Agreement.
Capitalized terms used and not otherwise defined herein have the same meanings
herein as in the Purchase Agreement.

         In our capacity as counsel to the Company, we have made such factual
inquiries and examined such documents, records and certificates as we have
deemed necessary or appropriate for issuing this opinion letter, including but
not limited to the following:

         A-1) The Articles of Incorporation and Bylaws of the Company, as
amended to date, certified to us on this date as true and complete by a duly
appointed officer of the Company;

         A-2) Certificates dated as of     and     , from the Secretary of State
                                      -----   ----
and Comptroller of Public Accounts of the State of Texas and verbal confirmation
as of the date hereof as to the Company's qualification to transact business in
such jurisdiction;

         (A-3) The written consent of the Board of Directors of the Company
dated     , 19    , as certified to us on this date by a duly appointed officer
      ----    ---
 of the Company;

         (A-4) The factual representations, warranties and certifications made
by or on behalf of the Company in the Agreements or in any certificate, document
or other written communication 





<PAGE>   68
Cencom Cable Income Parnters II, L.P.
                             19   
-----------------------------  --
Page 2



delivered by or on behalf of the Company in connection with the transactions
contemplated by the Agreements; and

         (A-5)    The Agreements.

         For purpose of rendering the opinions expressed herein, we have
assumed: (i) the genuineness of all signatures (other than signatures by or on
behalf of the Company on documents submitted to us as originals and the
conformity to original documents furnished to us; (ii) the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all copies furnished to us; (iii) the due power and authority of each party
(other than the Company) to each document reviewed by us; (iv) the due
authorization of each document reviewed by us by each party thereto (other than
the Company); (v) the due execution and delivery of each of the Agreements
executed by or on behalf of any person other than the Company; and (vi) that the
Agreements executed by or on behalf of any person (other than signatures by or
on behalf of the Company) constitute the legal, valid and binding obligations of
each such person, enforceable against each such person in accordance with their
respective terms.

         The opinions expressed herein are also subject to the following:

         (B-1) The opinions expressed by us herein are limited to the laws of
the State of Texas, and, where applicable, to Federal laws.

         (B-2) Our opinions are subject to the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, arrangement, moratorium, and other laws
relating to or affecting the rights of creditors generally.

         (B-3) Our opinions are subject to limitations imposed by general
principles of equity upon: (i) the specific enforceability of any of the
remedies, covenants or other provisions of the Agreement; (ii) the general
availability of injunctive relieve or other equitable remedies; and (iii) the
application of principles of equity (regardless of whether enforcement in
considered in proceedings in law or in equity) in regard to certain covenants
and provisions where (y) the breach of such covenants or provisions imposes
restrictions or burdens upon an obligor, and a court determines that such breach
is not material to the obligee or (z) the obligee's enforcement of covenants or
provisions of the Agreements would violate the obligee's implied covenants of
good faith and fair dealing or would be commercially unreasonable.

         (B-4) We express no opinion as to the enforceability of any provisions
of the Agreements that: (i) purport to specify that provisions may be waived or
amended only in writing; or (ii) purport to indemnify or would have the effect
of indemnifying any person for 



                                       
<PAGE>   69
Cencom Cable Income Partners II, L.P.
                             19   
-----------------------------  --
Page 3

such person's gross negligence, reckless or willful misconduct or intentional
wrongs, or to exculpate any person as to liability for wrongs committed to
persons other than a party to the instrument purporting to create such
exculpation.

         (B-5) Whenever any opinion stated herein with respect to the existence
or absence of facts is indicated to be based on our knowledge or the best of our
knowledge, it is limited to (i) the current actual knowledge of the attorney who
signed this opinion, any attorney of our firm who had active involvements in
negotiating the Purchase Agreement, preparing the Purchase Agreement or
preparing this opinion letter and, solely as to information, relevant to an
opinion issue, any attorney of our firm who was primarily responsible for
providing the response concerning the particular issue; (ii) inquiry of
representatives of the Company in connection with preparation of the Agreements;
and (iii) our review of the items listed in subparagraphs (A-1) through (A-5)
above. We rely on the factual representations and warranties referred to in
subparagraph (A-4), except to the extent of any knowledge to the contrary or to
the extent reliance thereon would be unreasonable. Except to the extent
expressly set forth herein, we have not undertaken any independent investigation
to determine the existence or absence of such facts and no inference as to our
knowledge of existence or absence of such facts should be drawn from our
representation of the Company.

         Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that, as of this date:

         1. The Company is a Texas corporation, validly existing under the laws
of the State of Texas with full corporate power and authority required to own
its properties and conduct its business as presently conducted by it and as
contemplated to be conducted by it under the Agreements, including the power and
authority to enter into and perform the Agreements and to carry out its
obligations thereunder and as contemplated therein.

         2. The execution, delivery and performance by the Company of each of
the Agreements to which it is a party and the transactions contemplated thereby
have been duly authorized by all necessary corporate action, and each such
agreement, when executed and delivered by the parties thereto pursuant to due
authorization will be, the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms.

         3. To the best of our knowledge, neither the execution or delivery of
the Agreements or any agreement contemplated thereby, nor fulfillment of or
compliance with the terms and provisions of the Agreements will result in a
breach of the terms, conditions, or provisions of, or constitute a default
under, or result in any material violation of the Articles of Incorporation or
Bylaws of the Company, any award known to us of any arbitrator or any agreement,
instrument, 





                                       
<PAGE>   70
Cencom Cable Income Partner II, L.P.
                           19  
---------------------------   --
Page 4



order, judgment or decree known to us or any law, rule or regulation
that, based upon the exercise of customary professional diligence, would be
recognized as being directly applicable to the Company.

         This opinion letter is rendered as of the date hereof and we assume no
responsibility to supplement the opinions set forth herein in light of any
matters occurring after the date hereof.

         This opinion letter is issued solely for the benefit and information of
Seller and is in no respect to be quoted by, or otherwise referred to by, or
relied upon by, or filed with, any Governmental Authority or other person or
entity without our prior written consent.

                                              Very truly yours,





<PAGE>   71


                                    Exhibit H

                              Consent of Franchisor
                                    (CCIP II)


RESOLUTION NO. [NO]

A RESOLUTION OF THE [authority] OF THE
[municipality], [state], CONSENTING TO THE ASSIGNMENT
OF THE CABLE TELEVISION SYSTEM FRANCHISE
FROM [seller] TO [purchaser]


         WHEREAS, on [date], the [authority], (the "[authority]") granted to
[seller] ("Seller"), a franchise as set forth in Ordinance No. [number], to own
and operate a cable television system in the [municipality], [state] (the
"Franchise");

         WHEREAS, Seller has executed an asset purchase agreement (the "Purchase
Agreement") whereby Seller has committed to transfer and convey the
[municipality] cable television system and related assets (the "System") to
[purchaser] ("Purchaser"), including all right, title and interest of Seller in
the Franchise to Purchaser;

         WHEREAS, the [authority] has investigated the background of Purchaser
and finds Purchaser to be a suitable transferee; and

         WHEREAS, FCC Form 394 has been filed with [municipality].

         NOW THEREFORE, BE IT RESOLVED BY THE [authority] OF THE [municipality],
AS FOLLOWS:

         Section 1. The [authority] hereby consents to and approves the
assignment by Seller of its right, title and interest in the Franchise to
Purchaser and assumption by Purchaser of the obligations of Seller under the
Franchise, subject to applicable law, which accrue from and after the date of
closing of the purchase of the System by Purchaser.

         Section 2. The [authority] hereby consents to and approves the
assignment, mortgage, pledge or other encumbrance, if any, of the Franchise,
System or assets relating thereto, or of the interests in Purchaser, as
collateral for a loan.

         Section 3. Upon such assignment, Seller shall be released of all
obligations under the Franchise.

         Section 4. This Resolution shall not become effective until Purchaser
purchases the System from Seller and assumes the obligations of Seller under the
Franchise.





<PAGE>   72


         Section 5. This Resolution shall have the force of a continuing
agreement with Purchaser, and the [authority] shall not amend or otherwise alter
this Resolution without the consent of Purchaser and Seller.

         PASSED, ADOPTED AND APPROVED by the [authority] of the [municipality],
[state], this [date].



                                            -------------------------------- 


ATTEST:                                     APPROVED AS TO FORM:

------------------------                    --------------------------------




<PAGE>   73


                                    Exhibit I

                                  Lease Consent
                                    (CCIP II)

                           ________________________

_________________________
_________________________
_________________________
_________________________



                  Re: Lease of property located at _______________________ (the
                  "Lease Property") pursuant to that certain lease dated
                  ______________ between you as Lessor and [seller] ("Lessee")

Dear ______________:

         Lessee has entered into an agreement to transfer certain of its cable
television systems to [transferor] (the "Assignee"). At the closing of that
sale, Lessee will assign its right, title, and interest in and to the Lease to
the Assignee, effective on the day of closing. The Assignee will assume, and
Lessee will be released from, Lessee's obligations under the Lease which accrue
from and after the day of closing.

         Please acknowledge your consent to the assignment by Lessee of the
Lease to the Assignee and confirm that the following information is true and
correct. Please do so by signing this letter and returning it to the Lessee at
the address indicated on the self-addressed, stamped envelope provided with this
letter.

                  1.  __________________________  is the legal owner of the 
                  Leased  Property  and Lessor under the Lease.

                  2. To the best of my knowledge, Lessee is in compliance with
                  all of the terms and provisions of the Lease.

                  3. The Lease is in full force and effect as of the date 
                  hereof.



<PAGE>   74



         We expect to close this transaction in the near future. Your assistance
is greatly appreciated.

                                                        Very truly yours,



                                                         -----------------------
                                                         ----------------------


                                                              

Enclosure



         The undersigned, as Assignee under the Lease, hereby accepts the
foregoing assignment and agrees to perform and be bound by all of the terms and
conditions of the Lease, effective as of the closing of the sale by Assignor of
its cable television stations to Assignee.



---------------------
Assignee



         The undersigned, as Lessor under the Lease, hereby consents to the
assignment by Lessee of Lessee's right, title and interest in and to the Lease
to the Assignee, the assumption by Assignee of Lessee's obligations that accrue
from and after the date of closing, the release of Lessee from such obligations
and represents that the information contained in this letter is true and
correct.



--------------------
Lessor