<PAGE>

                            STOCK PURCHASE AGREEMENT

         This Agreement is made as of January 25, 1999 ("Agreement") by and
between each of the shareholders whose signatures appear on the signature pages
attached hereto (each a "Shareholder" and collectively, the "Shareholders") and
Lenfest Raystay Holdings, Inc. ("Buyer").

                             BACKGROUND OF AGREEMENT

         WHEREAS, Raystay Co. (the "Company"), which operates multiple cable
television systems ("Systems"), is authorized to issue ten thousand (10,000)
shares of Class A Common Stock, par value $2.50 per share (the "Class A Common
Stock"), and thirty-five thousand (35,000) shares of Class B Common Stock, par
value $2.50 per share (the "Class B Common Stock"); and

         WHEREAS, each respective Shareholder desires to sell and deliver to
Buyer, and Buyer desires to purchase and receive from each respective
Shareholder, upon the terms and conditions herein set forth, the shares of the
Class A Common Stock and/or Class B Common Stock of the Company set forth
opposite their respective names on Exhibit A hereto (collectively, the "Stock").
The parties hereto are entering into this Agreement to set forth their entire
understanding with respect to such sales and purchases.

         NOW, THEREFORE, the parties hereto in consideration of the mutual
covenants herein contained and intending to be legally bound hereby, agree as
follows:

1.       Purchase and Sale. Upon the terms and subject to the conditions set
         forth in this Agreement, and in reliance upon the representations and
         warranties herein made by each of the parties to the other, at the
         Closing (as hereinafter defined) each Shareholder will sell, assign,
         transfer, convey and deliver to Buyer, and Buyer will purchase, accept
         and acquire from each Shareholder, all of the right, title and interest
         of such Shareholder in and to the shares of Stock owned by such
         Shareholder set forth opposite his, her or its name on Exhibit A.

2.       Purchase Price.

         a.       Purchase Price. Subject to the terms and conditions of this
                  Agreement, at the Closing, Buyer shall deliver to each
                  Shareholder by wire transfer of immediately available funds an
                  amount (in the aggregate, the "Purchase Price") equal to the
                  product of (i) One Hundred Thirty-Nine Million, Two Hundred
                  Thousand Dollars ($139,200,000) (the "Enterprise Value"), less
                  the Escrow Amount described in Section 2(b), less the
                  adjustments provided for in Section 3 hereof, and less the
                  amount of the BIPC (as defined below) fees and disbursements
                  provided for in Section 16(g) hereof, multiplied by (ii) the
                  percentage amount set forth opposite such Shareholder's name
                  on Exhibit A.


<PAGE>

         b.       Escrow. At the Closing, Buyer shall deposit with the escrow
                  agent, which shall be Buchanan Ingersoll, Professional
                  Corporation ("BIPC"), the sum of Two Million Dollars
                  ($2,000,000) (the "Escrow Amount"). The Escrow Amount shall be
                  held in escrow, in an interest bearing account. The Escrow
                  Amount shall be divided into two portions. One portion (the
                  "Closing Adjustment Escrow Amount") shall consist of Five
                  Hundred Thousand Dollars ($500,000), which amount shall be
                  paid on the day the parties have agreed upon the Final
                  Statement in the following amounts and order of priority:
                  First, to Buyer in an amount equal to the amount of the net
                  adjustment set forth in the Final Statement to be made in
                  favor of Buyer, if any, which amount shall not exceed the
                  Closing Adjustment Escrow Amount, and Second, if any amount
                  remains, to the Shareholders, in the same proportion as the
                  Purchase Price paid to such Shareholder bears to the aggregate
                  Purchase Price paid to all Shareholders. The second portion
                  (the "Indemnity Reserve Escrow Amount") shall consist of One
                  Million Five Hundred Thousand Dollars ($1,500,000), which
                  amount shall be paid in the following amounts and order of
                  priority: First, to Buyer, from time to time in accordance
                  with and subject to the provisions concerning the obligations
                  of the Shareholders to indemnify Buyer contained in Section 12
                  hereof; Second, to the Shareholders, in the same proportion as
                  the Purchase Price paid to such Shareholder bears to the
                  aggregate Purchase Price paid to all Shareholders. on the day
                  which is fifteen (15) months following the Closing Date, in an
                  amount equal to the net amount of the remaining Indemnity
                  Reserve Escrow Amount, if any, less the amount as to which
                  there is pending a good faith claim by Buyer for indemnity
                  pursuant to Section 12 hereof; and Third, to Buyer or
                  Shareholders in accordance with the resolution of pending
                  claims for indemnity following the day which is fifteen (15)
                  months following the Closing Date. Disbursements of the Escrow
                  Amount shall be made in accordance with the terms of the
                  Escrow Agreement among the parties in the form attached hereto
                  as Exhibit 2(b). All interest and earnings on the Escrow
                  Amount shall be for the account of the Shareholders.

3.       Purchase Price Adjustments.

         a.       Adjustment. The aggregate Purchase Price shall be increased or
                  decreased by the net amount of the adjustments set forth on
                  Schedule 3 hereto. The adjustments provided for hereinbelow
                  shall be made as of the close of business (5:00 p.m., local
                  time) on the day prior to the Closing Date (the "Adjustment
                  Time").

         b.       Estimated Statement. Not less than ten (10) days prior to the
                  Adjustment Time, Gardner, acting as the designated
                  representative of the Shareholders, shall deliver to Buyer an
                  estimate of the adjustments to be made at Closing pursuant to
                  Section 3(a) ("Estimated Statement"), which shall be prepared
                  in accordance with GAAP, with such additional adjustments as
                  the parties have previously agreed, consistently applied with
                  the manner in which the line items being adjusted were
                  determined by the Company for purposes of its Financial
                  Statements (as defined below) as of and for the year ended
                  October 31, 1998, as previously delivered to Buyer and
                  acknowledged by the parties ("Adjusted GAAP"). Not less than
                  three (3) days prior to the Adjustment Time, Buyer shall
                  provide Gardner with any written objections to the Estimated
                  Statement. After considering such objections, Buyer and
                  Gardner shall make such revisions to the Estimated Statement
                  as are mutually acceptable not less than one (1) day prior to
                  the Adjustment Time. Such revised Estimated Statement shall be
                  used for purposes of Closing irrespective of any disagreements
                  that may exist with respect thereto, and that any such
                  disagreements, if any, shall be resolved in connection with
                  the preparation of the Final Statements.


                                       -2-
<PAGE>

         c.       Final Statement. Not later than ninety (90) days after the
                  Closing Date, Buyer shall deliver to Gardner, in his capacity
                  as the designated representative of the Shareholders, a final
                  statement of all adjustments to be made pursuant to Section
                  3(a) ("Final Statement"), which shall be prepared in
                  accordance with Adjusted GAAP. If Gardner disagrees with the
                  amounts set forth in the Final Statement, Gardner shall so
                  notify Buyer within thirty (30) days after the date upon which
                  Gardner shall have received the Final Statement, specifying in
                  detail the points of disagreement. Buyer and Gardner shall
                  negotiate in good faith to resolve any such points of
                  disagreement. If any such points of disagreement cannot be
                  resolved within thirty (30) days, Buyer and Gardner shall
                  jointly refer the points of disagreement to
                  PricewaterhouseCoopers to act as an independent arbitrator to
                  resolve all points of disagreement with respect to the
                  disputed Final Statement. All determinations made by the
                  arbitrator shall be final, conclusive and binding on the
                  parties. The fees and expenses of the arbitrator (if any)
                  incurred in connection with such final determination shall be
                  shared equally by Buyer and the Shareholders.

         d.       Payment. If the adjustments set forth on the Final Statement
                  result in a net balance due to the Shareholders, Buyer shall
                  pay such balance to the Shareholders in the manner provided in
                  Section 2(a) within two (2) business days from the date of
                  final agreement on the Final Statement; and if the adjustments
                  set forth in the Final Statement result in a net balance due
                  Buyer, Buyer shall be reimbursed from the Closing Adjustment
                  Escrow Amount. Any amount due to Buyer in excess of such
                  Closing Adjustment Escrow Amount shall be paid by the
                  Shareholders, first from the Indemnity Reserve Escrow Amount
                  and then, individually, in the same proportion as each
                  received his, her or its portion of the Purchase Price, within
                  two (2) business days from the date of final agreement on the
                  Final Statement.

         e.       Buyer's Due Diligence Investigation. Buyer will undertake an
                  on-site due diligence investigation of the books, records and
                  properties of the Company promptly following the date of this
                  Agreement and will complete such due diligence investigation
                  not later than fourteen (14) days following the date of this
                  Agreement. At the conclusion of such fourteen (14) day period,
                  Buyer may terminate this Agreement without any liability to
                  the Shareholders (and Shareholders shall have no liability to
                  Buyer) if and only if as a result of such due diligence
                  investigation and review Buyer learns of information which
                  materially and adversely deviates from the representations and
                  warranties of Gardner contained in Section 5 of this
                  Agreement.


                                       -3-
<PAGE>

4.       Closing. The closing on the transactions contemplated by this Agreement
         (the "Closing") shall take place at the offices of Saul, Ewing, Remick
         & Saul, LLP, Penn National Insurance Tower, 2 North Second Street, 7th
         Floor, Harrisburg, Pennsylvania 19102, at 10 a.m. on a business day not
         later than fifteen (15) days following the satisfaction of all
         conditions precedent specified herein to the consummation of the
         transactions contemplated by this Agreement (the "Closing Date").

5.       Representations and Warranties of George F. Gardner. George F. Gardner
         ("Gardner"), President of the Company, represents and warrants to Buyer
         as follows:

         a.       Organization. The Company is a corporation duly and validly
                  organized, existing and in good standing under the laws of the
                  Commonwealth of Pennsylvania. The Company is duly qualified to
                  do business in and is in good standing under the laws of each
                  other jurisdiction where the nature of its business or the
                  ownership of its assets requires it to be so qualified except
                  where the failure to be so qualified would not have a material
                  adverse effect on the business, financial condition or results
                  of operations of the Company ("Material Adverse Effect"). The
                  Company has full corporate power and authority to own or hold
                  under lease its assets and operate its business at the places
                  where such assets are presently located and at the places and
                  in the manner in which such business is presently conducted.

         b.       Corporate Records. The copies of the Articles of Incorporation
                  and By-Laws of the Company attached hereto as Exhibit 5(b)(i)
                  and Exhibit 5(b)(ii) are true and complete copies of such
                  instruments and include all amendments, and modifications
                  through the date hereof. The minute book of the Company, as
                  previously made available to the Buyer and its
                  representatives, contains accurate records of all meetings of
                  and corporate actions or written consents by the respective
                  shareholders and Board of Directors of the Company.



                                       -4-
<PAGE>

         c.       Capitalization. The total authorized capital stock of the
                  Company consists of ten thousand (10,000) shares of Class A
                  Common Stock and thirty-five thousand (35,000) shares of Class
                  B Common Stock. The rights and privileges enjoyed by the
                  holders of Class A Common Stock and Class B Common Stock are
                  identical in every respect, except that the holders of Class A
                  Common Stock are entitled to the voting power of the Company.
                  The total issued and outstanding Common Stock of the Company
                  consists of two thousand nine hundred sixty-four (2,964)
                  shares of Class A Common Stock and thirty-two thousand four
                  hundred forty (32,440) shares of Class B Common Stock, and
                  there are no treasury shares of any security. Except as set
                  forth on Schedule 5(c), all of the issued and outstanding
                  Stock (i) is duly and validly issued, fully-paid and
                  non-assessable and (ii) is free and clear of all liens,
                  claims, pledges, encumbrances and restrictions of any kind,
                  nature and description. There are no outstanding
                  subscriptions, script, warrants, commitments, conversion
                  rights, calls, options or agreements to issue or sell
                  additional securities of the Company, and no obligations
                  whatsoever requiring, or which might require, the Company to
                  issue any securities, except that Class A Common Stock is
                  convertible into Class B Common Stock in certain events. There
                  are no agreements, commitments, or understandings with respect
                  to the internal management, control or affairs of the Company
                  other than as set forth in its Articles of Incorporation and
                  By-Laws and except for the Shareholders Agreement dated as of
                  July 29, 1994 among the Company, Buyer and the Shareholders
                  (the "Shareholders' Agreement"). Other than as described on
                  Schedule 5(c) hereof, there exist no rights or interests
                  relating to the ownership or distribution of the equity of the
                  Company other than the issued and outstanding Class A Common
                  Stock and Class B Common Stock.

         d.       Financial Condition. The audited financial statements of the
                  Company for the year ended October 31, 1998, and the notes and
                  any schedules to any such financial statements (collectively,
                  the "Financial Statements"), all as previously delivered to
                  Buyer, have been prepared in accordance with generally
                  accepted accounting principles ("GAAP"), consistently applied,
                  and fairly present the financial position, results of
                  operations, assets and liabilities of the Company as of the
                  dates, and for the fiscal periods covered thereby. The
                  Financial Statements are true, accurate and complete in all
                  material respects, do not contain any untrue statement of a
                  material fact or omit to state a material fact required by
                  GAAP to be stated therein and fairly present the financial
                  condition and the results of operations and cash flows of the
                  Company as of the dates and for the periods covered thereby.
                  There are no material liabilities or material obligations of
                  any nature, whether accrued or not accrued, absolute,
                  contingent or otherwise, which are not disclosed as such on
                  the Financial Statements, or in the notes thereto. Since
                  October 31, 1998, the Company has not incurred any liabilities
                  or obligations, accrued, absolute, contingent or otherwise,
                  except in the normal course of the Company's business, or
                  which in the aggregate results in a material increase in the
                  liabilities or obligations of the Company. Since October 31,
                  1998, there has been no material adverse change in the assets
                  or liabilities, or in the business or condition, financial or
                  otherwise, or in the results of operations of the Company,
                  whether as a result of any legislative or regulatory change,
                  revocation of any license or rights to do business, fire,
                  explosion, accident, casualty, labor trouble, flood, drought,
                  riot, storm, condemnation or act of God, or other public force
                  or otherwise, except in the ordinary course of business; and
                  to the best knowledge, information and belief of Gardner,
                  after due inquiry, no fact or condition exists or is
                  contemplated or threatened which might cause such a change in
                  the future, other than any change arising out of matters
                  affecting the economy as a whole or matters (including,
                  without limitation, competition caused by or arising from
                  multichannel multipoint distribution services and/or direct
                  broadcast satellite and legislation, rulemaking or regulation)
                  affecting the cable television industry (national or regional)
                  generally.


                                       -5-
<PAGE>

         e.       Title to and Usability of Assets. Schedule 5(e) contains a
                  copy of the fixed asset schedule of the Company as of October
                  31, 1998, which was used in the preparation of the Financial
                  Statements as of and for the year then ended, and the property
                  reflected thereon constitutes the personal property of the
                  Company ("Personal Property"). The Personal Property
                  constitutes all substantially all of the personal property
                  necessary to conduct lawfully and properly the business or
                  operations of the Systems as now conducted. Except as set
                  forth on said Schedule, the Company has good and marketable
                  title to such assets, subject to no mortgage, pledge, lien,
                  security interest, right of possession in favor of any third
                  party, claim or other encumbrance or restriction ("Lien"),
                  except for those that are not material in character or amount
                  and do not materially impair the use of any asset that is
                  material to the operation or financial condition of the
                  Company's business as it is now and has been operated. All
                  Personal Property is being accepted in "as is, where is"
                  condition and all such assets so reflected or existing are
                  used or held in compliance with all applicable laws, rules and
                  regulations. Since October 31, 1998 and other than as
                  previously disclosed in writing to Buyer, the Company has not
                  disposed of or acquired any assets or properties otherwise
                  than in the ordinary course of its business and for individual
                  amounts not in excess of $25,000.

         f.       Taxes. The Company has filed or caused to be filed, within the
                  times and within the manner prescribed by law, all federal,
                  state, local and foreign tax returns and tax reports which are
                  required to be filed by, or with respect to, the Company. Such
                  returns and reports reflect accurately all liability for taxes
                  of the Company for periods covered thereby. All federal,
                  state, local and foreign income, profits, franchise, sales,
                  use, occupancy, excise and other taxes and assessments
                  (including interest and penalties) ("Taxes") payable by, or
                  due from, the Company have been fully paid or adequately
                  disclosed and fully provided for in the books and financial
                  statements of the Company. No examination of any tax return of
                  the Company is currently in progress. There are no outstanding
                  agreements or waivers extending the statutory period of
                  limitation applicable to any tax return of the Company. True,
                  accurate and complete copies of all federal income tax returns
                  for the Company for its fiscal years ended October 31, 1995,
                  1996 and 1997 have been delivered to Buyer.



                                       -6-
<PAGE>

         g.       Litigation. Except as set forth on Schedule 5(g) hereto, there
                  is no action, suit, claim, complaint, notice of violation,
                  proceeding at law or in equity, arbitration, administrative or
                  other proceeding or investigation ("Legal Proceeding") by or
                  before any Governmental Authority, or, to Gardner's best
                  knowledge, after due inquiry, threatened, against the Company
                  or any of its properties or rights in either case, which,
                  would reasonably be expected to have a Material Adverse
                  Effect. The Company is not subject to any judgment, order or
                  decree entered in any lawsuit or proceeding ("Judgment") which
                  affects (i) the Company or any part of the business,
                  properties or assets of the Company or (ii) any part of the
                  transaction contemplated hereby, or which seeks to impose
                  conditions upon the degree of Buyer's control over, or the
                  manner in which Buyer shall be permitted to manage its
                  investment in the Company subsequent to the consummation of
                  the transaction contemplated hereby.

         h.       Licenses. Schedule 5(h) hereto lists each FCC License (as
                  defined below) and receive only earth station authorization
                  required to permit the operation of the Systems in the manner
                  in which it is currently conducted, indicating in each case
                  the expiration date thereof. An "FCC License" is defined as an
                  authorization, or renewal thereof, issued by the FCC pursuant
                  to Parts, 78, 90, or 101 of its rules, authorizing the
                  operation of a facility in the Cable Television Relay Service,
                  Business Radio Service, or Fixed Microwave Service. Except as
                  set forth in Schedule 5(h), said FCC Licenses (i) are valid,
                  and in full force and effect and constitute all of the
                  Licenses, permits and authorizations required by the FCC for
                  the operation of the Systems as now operated, and (ii)
                  constitute all the material Systems licenses and
                  authorizations issued by the FCC to the Company for or in
                  connection with the operation of the Systems. Gardner, after
                  due inquiry, has no knowledge of any condition imposed by the
                  FCC as part of any FCC License that is material to the
                  operation of the Systems which is neither set forth on the
                  face thereof as issued by the FCC nor contained in the rules
                  and regulations of the FCC applicable generally to stations of
                  the type, nature, class or location of the Systems. No
                  proceedings are pending or, to Gardner's best knowledge, after
                  due inquiry, are threatened which may result in the
                  revocation, modification, non-renewal or suspension of any of
                  the FCC Licenses, the issuance of any cease and desist order
                  or the imposition of any administrative actions by the FCC
                  with respect to the Systems or its operation. To the best
                  knowledge of Gardner, after due inquiry, there are no matters
                  which could reasonably be expected to result in the suspension
                  or revocation of the FCC Licenses. There are not any
                  unsatisfied or otherwise outstanding citations issued by the
                  FCC with respect to the Systems or its operation. The actions
                  by the FCC in issuing the current licenses of the Systems are
                  final actions of the FCC.



                                       -7-
<PAGE>

         i.       Franchises and Contracts. Schedule 5(i) contains a description
                  of all of the franchises ("Franchises") and contracts
                  ("Contracts") to which the Company is a party or by which it
                  or its assets are bound or affected, except for: (i)
                  subscription agreements with individual residential
                  subscribers for the cable services provided by the Systems in
                  the ordinary course of business which may be canceled by the
                  Company without penalty on not more than 30 days notice; (ii)
                  miscellaneous service contracts terminable at will without
                  penalty; (iii) other Contracts not involving aggregate
                  liabilities when viewed on an annual basis under all such
                  Contracts exceeding $25,000; and (iv) other Contracts not
                  involving any material nonmonetary obligation. The Company has
                  delivered to Buyer true and complete copies of each of the
                  Franchises and written Contracts, including any amendments
                  thereto, other than Contracts described in clauses (i), (ii),
                  (iii) and (iv) above and motor vehicle leases. Except as
                  described on Schedule 5(i): (A) each of the Franchises and
                  Contracts is a valid obligation of the Company, in full force
                  and effect, and enforceable in accordance with its terms
                  against the parties thereto other than the Company, and the
                  Company has fulfilled when due, or has taken all action
                  necessary to enable it in all material respects to fulfill
                  when due, all of its obligations thereunder; (B) there has not
                  occurred any default (without regard to lapse of time, the
                  giving of notice, the election of any Person other than the
                  Company, or any combination thereof) by the Company nor, to
                  the best knowledge of Gardner, after due inquiry, has there
                  occurred any default (without regard to lapse of time, the
                  giving of notice, the election of the Company, or any
                  combination thereof) by any Person other than the Company
                  under any of the Franchises or Contracts; and (C) neither the
                  Company nor, to the best knowledge of Gardner, after due
                  inquiry, any other Person is in arrears in the performance or
                  satisfaction of its obligations under any of the Franchises or
                  Contracts, and no waiver or indulgence has been granted by any
                  of the parties thereto. Except as described on Schedule 5(i),
                  the Franchises and Contracts are sufficient to permit the
                  Company to operate the Company lawfully in the manner in which
                  it is currently operated. Except as set forth on Schedule 5(i)
                  attached hereto, the Company does not have (i) any agreements
                  or binding arrangements of any kind with any person
                  controlling, controlled by or under common control with the
                  Company ("Affiliate") or (ii) any management or consulting
                  agreement of any kind with any third party (including, without
                  limitation, Affiliates).



                                       -8-
<PAGE>

         j.       FCC Matters.

                  i.       The Company's Systems serve the communities listed on
                           Schedule 5(j)(i). Each of these communities has been
                           registered with the FCC and their respective
                           community unit identifiers are listed on said
                           schedule. All required notifications have been
                           submitted to the FCC with respect to the Systems'
                           utilization of frequencies in the 108-137 MHZ and
                           225-400 MHZ bands. Other than requests for network
                           nonduplication and syndex protection and as described
                           on Schedule 5(j)(i), no written requests have been
                           received by the Company during the three years
                           preceding the date of this Agreement from the FCC,
                           the United States Copyright Office or any other
                           Person challenging or questioning either the right of
                           the Company's operation of the Systems or the right
                           of Gardner's operation of the Company and of any
                           FCC-licenses or registered facility used in
                           conjunction with either the Company's operation of
                           the Systems or Gardner's operation of the Company.
                           Except as provided in Schedule 5(j)(i), the Company's
                           operation of the Systems, and of any FCC-licenses or
                           registered facility used in conjunction with the
                           operation of the Company, is in compliance in all
                           material respects with the FCC's rules and
                           regulations and the provisions of the Communications
                           Act of 1934, as amended. The Company has not violated
                           any laws or any duty or obligation with regard to
                           protecting the privacy rights of any past or present
                           subscribers of the Company.

                  ii.      The Company has conducted all system and microwave
                           performance tests and all Cumulative Leakage Index
                           ("CLI") related tests applicable to the Company. The
                           Company has (i) maintained appropriate log books and
                           other record keeping which accurately and completely
                           reflect in all material respects all results required
                           to be shown thereon; (ii) to the extent required by
                           the rules and regulations of the FCC, corrected any
                           radiation leakage of the Systems required to be
                           corrected in connection with the Company's monitoring
                           obligations under the rules and regulations of the
                           FCC; and (iii) otherwise complied in all material
                           respects with all applicable CLI rules and
                           regulations in connection with the operation of the
                           Company.



                                       -9-
<PAGE>

                  iii.     All of the broadcast television signals carried by
                           the Systems, other than a "superstation" as that term
                           is defined in Section 119 of the Copyright Act, are
                           carried either pursuant to the must-carry
                           requirements or pursuant to executed retransmission
                           consent agreements.

                  iv.      All reports, applications and other documents
                           required to be filed by the Company with the FCC with
                           respect to the Systems have been filed with the FCC,
                           and all such reports, applications and documents are
                           true and correct in all material respects. The
                           Company has delivered or will deliver promptly after
                           the date hereof to Buyer complete and correct copies
                           of all reports and filings for the past three years
                           made or filed pursuant to the Communications Act or
                           FCC rules or regulations with respect to the Company.
                           The Company has delivered to Buyer complete and
                           correct copies of all FCC 393 Forms and FCC 1200
                           Series Forms provided to local franchising
                           authorities or the FCC with respect to the Systems
                           and copies of all material correspondence with any
                           Governmental Authority relating to rate regulation
                           generally or specific rates charged to customers with
                           respect to the Systems, including, without
                           limitation, copies of any complaints and responses
                           filed with the FCC with respect to any rates charged
                           to customers of the Systems. A request for renewal
                           has been timely filed under Section 626(a) of the
                           Communications Act with the proper Governmental
                           Authority with respect to each franchise of the
                           Company expiring within 36 months of the date of this
                           Agreement. Except as described on Schedule 5(j)(iv),
                           the Company has received no notice that any
                           complaints about the Company have been filed with the
                           FCC or any other Governmental Authority which exerts
                           jurisdiction over the Company. Attached to Schedule
                           5(j)(iv) are true, correct and complete copies of all
                           Forms 395-A as filed with the FCC and resulting
                           compliance certificates.

                  v.       The Systems are being operated in compliance with the
                           Rules and Regulations of the Federal Aviation
                           Administration ("FAA") and the FCC. Schedule 5(j)(v),
                           lists all of the existing towers of the Systems.
                           Without limiting the generality of the foregoing, the
                           existing towers of the Systems are obstruction marked
                           and lighted in accordance with the Rules and
                           Regulations of the FAA and FCC or are exempt from
                           such requirements. All required authorizations,
                           including but not limited to, Hazard to Air
                           Navigation determinations, for such towers have been
                           issued by and pursuant to the Rules and Regulations
                           of the FAA and all registrations required by the FCC
                           have been made. Except as set forth on Schedule
                           5(j)(v), the Company does not lease space on such
                           towers to any third party.



                                      -10-
<PAGE>

          k.      Copyright Matters.

                  i.       The Company has deposited with the United States
                           Copyright Office all statements of account and other
                           documents and instruments, and paid all royalties,
                           supplemental royalties, fees and other sums to the
                           United States Copyright Office required under the
                           Copyright Act with respect to the business and
                           operations of the Company as are required to obtain,
                           hold and maintain the compulsory copyright license
                           for cable television systems prescribed in Section
                           111 of the Copyright Act. The Company is in
                           compliance in all material respects with the
                           Copyright Act and the rules and regulations of the
                           Copyright Office with respect to the operation of the
                           Company. The Company is entitled to hold and does
                           hold the compulsory copyright license described in
                           Section 111 of the Copyright Act, which compulsory
                           copyright license is in full force and effect and has
                           not been revoked, canceled, encumbered or adversely
                           affected in any manner. The Company has provided
                           Buyer with true and complete copies of its Copyright
                           filings for 1995, 1996, 1997 and the first period of
                           1998.

                  ii.      Set forth on Schedule 5(k)(ii) is a list of all
                           program services carried by the Systems, with a
                           breakdown as to channel line-up, marketing tier, mode
                           of reception (i.e., satellite, microwave, or off-air
                           reception) and transmission frequencies utilized. The
                           carriage of the broadcast signals carried by the
                           Systems in each community in which such signals are
                           so carried has been duly registered with the FCC and
                           the United States Copyright Office, and the Company
                           has full legal right and authority, and all necessary
                           authorizations and documentation from the FCC and the
                           United States Copyright Office, to carry all program
                           services (including broadcast signals) now being
                           carried on the Systems and which are listed on
                           Schedule 5(k)(ii). No notices or demands have been
                           made to the Company challenging its right to carry
                           any program services listed on Schedule 5(k)(ii) or
                           demanding the Company to carry any program service
                           not so listed. The Company's business is being
                           conducted in accordance with the requirements and
                           provisions of all communications, copyright, and
                           other similarly applicable laws, rules, and
                           regulations relative to the Systems or the Company's
                           operation thereof. Schedule 5(k)(ii) sets forth the
                           channel capacities of each System.



                                      -11-
<PAGE>

          l.      No Conflicts; Consents. Except as described on Schedule 5(l),
                  the execution, delivery, and performance by the Shareholders
                  of this Agreement does not and will not conflict with,
                  violate, result in a breach of, constitute a default under
                  (without regard to requirements of notice, lapse of time, or
                  elections of other Persons, or any combination thereof),
                  accelerate, or permit the acceleration of the performance
                  required by (a "Violation"), any Contract or result in the
                  creation or imposition of any Lien against or upon any of the
                  assets of the Company except for Violations which individually
                  and in the aggregate have not had and would not reasonably be
                  expected to have a Material Adverse Effect.

          m.      Real Property. Schedule 5(m) contains descriptions of all the
                  owned and leased real property (the "Real Property"), which
                  comprises all real property interests necessary to conduct the
                  business or operations of the Company as now conducted. The
                  Company has delivered to Buyer true and complete copies of all
                  deeds, leases, easements, rights-of-way or other instruments
                  pertaining to the Real Property (including any and all
                  amendments and other modifications of such instruments). The
                  Company has good and marketable fee simple title to all of the
                  fee estates (including the improvements thereon), listed in
                  Schedule 5(m), free and clear of all Liens, except for (i)
                  Liens for Taxes not yet due and payable; (ii) easements,
                  rights-of-way and restrictions of record, none of which
                  materially affects the use of value of such property and all
                  of which are described in Schedule 5(m); and (iii) any other
                  claims or encumbrances which are described in Schedule 5(m)
                  and annotated to indicate that such claims or encumbrances
                  will be removed prior to or at Closing. All Real Property
                  (including the improvements thereon) (A) is being accepted by
                  Buyer in "as is, where is" condition, (B) is available to the
                  Company for immediate use in the conduct of the business or
                  operations of the Company, and (C) complies in all material
                  respects with all applicable building or zoning codes and the
                  regulations of any Governmental Authority having jurisdiction;
                  provided, however, that notwithstanding the foregoing, nothing
                  contained in this Section 5(m) shall in any way limit or
                  otherwise diminish any other representation, warranty or
                  covenant contained in this Agreement, each of which is being
                  made without reference to or reliance upon the acceptance by
                  Buyer of the Real Property in "as is, where is" condition.

          n.      Bonds. Schedule 5(n) contains an accurate and complete list of
                  all bonds (franchise, construction, fidelity, or performance)
                  of the Company which relate in any way to the ownership or use
                  of the Assets or the operation of the Company.

          o.      Non-Infringement. The operation of the Company's business as
                  currently conducted does not infringe upon, or otherwise
                  violate, the rights of any person or entity in any copyright,
                  trade name, trademark right, service mark, service name,
                  patent, patent right, license or trade secret, and there is
                  not pending or, to the best knowledge of Gardner, after due
                  inquiry, threatened any action with respect to any such
                  infringement or breach.



                                      -12-
<PAGE>

          p.      Books and Records. All of the books, records, and accounts of
                  the Company are in all material respects true and complete,
                  are maintained in accordance with good business practice and
                  all applicable laws, rules, regulations and other legal
                  requirements, and accurately present and reflect in all
                  material respects all of the transactions therein described.

          q.      Accounts Receivable. Except as described in Schedule 5(q), the
                  Company is the true and lawful owner of the accounts
                  receivable and has good and clear title to each account, free
                  and clear of all Liens, with the absolute right to transfer
                  any interest therein. Each such account is (i) a valid
                  obligation of the account debtor enforceable in accordance
                  with its terms, except insofar as enforcement may be affected
                  by bankruptcy, reorganization or similar laws relating to
                  creditors, rights in general, and general principles of
                  equity, and (ii) in all material respects, a true and correct
                  statement of the account for merchandise actually sold and
                  delivered to, or for actual services performed for and
                  accepted by, such account debtor.

          r.      Compliance with Laws. Except as set forth on Schedule 5(r),
                  the Company is in compliance with all federal, state and local
                  laws, ordinances, regulations and orders applicable to it and
                  its business. The Company has all required federal, state and
                  local governmental licenses and permits necessary in the
                  conduct of its business, such licenses and permits are in full
                  force and effect, the Company has not violated any thereof and
                  no proceeding is pending or, to Gardner's knowledge,
                  threatened to revoke or limit any thereof.

          s.      Disclosure of Information. No representation, warranty or
                  covenant concerning the Company made to Buyer in this
                  Agreement, any schedule or exhibit to this Agreement contains,
                  or at Closing will contain, any untrue statement of a material
                  fact or omits, or at Closing will omit, to state a material
                  fact necessary to make the statements set forth in this
                  Agreement or the matters disclosed in such exhibit, document,
                  schedule or certificate, in light of the circumstances under
                  which such statements or disclosures were made, not
                  misleading. There is no fact known to Gardner which may
                  materially and adversely affect the business, prospects or
                  financial condition of the Company or its properties or
                  assets, which has not been set forth in the Agreement or in
                  the exhibits, certificates, schedules or statements in writing
                  furnished in connection with the transactions contemplated by
                  this Agreement except for the possible impact of pending or
                  future laws or regulations affecting the cable television
                  industry generally.



                                      -13-
<PAGE>

          t.      Employees; Compensation; Unions.

                  i.       Except as set forth on Schedule 5(t)(i), each
                           employee of the Company is an "at-will" employee of
                           the Company who may be terminated without cause at
                           any time without the incurrence of any liability.
                           Except as set forth on Schedule 5(t)(i), the Company
                           is not a party to any collective bargaining
                           agreements. Except as set forth on Schedule 5(t)(i),
                           the Company is not a party to any pending or
                           threatened labor disputes and no trade union, council
                           of trade unions, employee bargaining agent or
                           affiliated bargaining agent for any of the employees
                           (A) holds bargaining rights with respect to any of
                           the employees by way of certification, interim
                           certification, voluntary recognition, designation or
                           successor rights; or (B) has applied or indicated an
                           intention to apply to be certified as the bargaining
                           agent of any of the employees.

                  ii.      Except as set forth in Schedule 5(t)(ii), the Company
                           and its Affiliates have no pension plans, profit
                           sharing plans, supplemental income plans, deferred
                           compensation plans, stock option or stock bonus plans
                           or the like or similar employee or executive benefit
                           plans, or any contracts under any thereof
                           (collectively, the "Plans"). Except as set forth in
                           Schedule 5(t)(ii), the Company and its Affiliates do
                           not maintain, sponsor or contribute to any "employee
                           benefit plan" within the meaning of ERISA, or other
                           plan, program, practice, agreement or arrangement,
                           whether written or oral, of employee compensation,
                           deferred compensation, severance pay, retiree benefit
                           or fringe benefit covering current or former
                           employees of the Company or their respective
                           dependents or survivors. The Company is and has been
                           in compliance with all material provisions, including
                           all reporting and disclosure requirements of ERISA
                           and of the Internal Revenue Code, as amended
                           ("Code"), relating to the Plans, and has administered
                           each Plan heretofore maintained or sponsored in
                           accordance with its terms, and, to the extent
                           applicable, with ERISA and the Code. Attached hereto
                           on Schedule 5(t)(ii) is a summary of each Plan.

                  iii.     Except as set forth on Schedule 5(t)(iii), neither
                           the Company nor any trade or business, whether or not
                           incorporated, which together with the Company would
                           be treated as a single employer under ERISA (i) has
                           incurred, or taken or failed to take any action which
                           could result in the incurrence of (A) "withdrawal
                           liability" under ERISA or (B) termination liability
                           to the Pension Benefit Guaranty Corporation under
                           ERISA, (ii) has contributed to any "multiemployer
                           plan", within the meaning of ERISA which (A) has
                           "unfunded vested benefits" allocable to any of them
                           under ERISA or (B) which is in "reorganization"
                           within the meaning of ERISA, (iii) has failed to make
                           all contributions required to date under any
                           collective bargaining agreement to any benefit plan
                           or program, or (iv) has maintained or sponsored at
                           any time prior to the date hereof any "employee
                           pension benefit plan" within the meaning of ERISA,
                           which is subject to Title IV or ERISA or Section 302
                           of ERISA. Having made due inquiry, Gardner knows of
                           no circumstances relating to an employee plan
                           intended to qualify under section 401(a) of the Code
                           that would likely result in the denial or revocation
                           of tax qualification. No other material liabilities
                           not mentioned in Section 5(t)(i), other than for
                           payment of benefits in the ordinary course, have been
                           incurred nor do any facts exist which are reasonably
                           likely to result in any material liability (whether
                           or not asserted as of the date hereof) of the Company
                           or its Affiliates arising by virtue of any event, act
                           or omission occurring prior to the Closing Date with
                           respect to any Plan. To Gardner's knowledge, after
                           due inquiry, no liens under Code Section 412(h) of
                           ERISA Section 6069(a), nor liabilities under ERISA
                           section 4069(a) or 4201(a), exist with respect to any
                           employee plan or any employee benefit plan (within
                           the meaning of section 3(3) of ERISA) of the Company
                           or any of the Company's Affiliates that is aggregated
                           with the Company under section 414(b), 414(c) or
                           414(m) of the Code that would have a material adverse
                           effect on the assets or the business of the Company,
                           nor do any facts which are reasonably likely to
                           result in the assertion of any such liens or
                           liabilities.

                                      -14-
<PAGE>

                  iv.      Attached hereto as Schedule 5(t)(iv) is a list of the
                           names of all employees of the Company as of January
                           1, 1999, the position and duties performed by each,
                           the total compensation payable to each, schedule of
                           hours worked (if part time), and accrued sick,
                           personal vacation days and hire date for each, and
                           the list sets forth the Company's policies as to
                           payment of salaries and commissions, vacation time,
                           vacation pay, sick pay, disability or severance pay,
                           or other benefits and similar items. The Company has
                           in all material respects properly verified the
                           identity and authorization to work in the United
                           States and has completed and retained INS forms I-9
                           for all employees who are employed by the Company,
                           whether or not actively at work, where required by
                           the Immigration Reform and Control Act of 1986 and
                           related statutes. Within the two week period
                           following the execution of this Agreement the Company
                           will make available to Buyer true and complete copies
                           of such forms.

                  v.       Except as set forth on Schedule 5(t)(v), no employee
                           has received an increase in his regular rate of
                           compensation or any bonus or other compensation or
                           benefit within the six (6) month period immediately
                           prior to the date hereof. No employee has been or
                           will be offered an increase in compensation or any
                           bonus or benefits, including, without limitation any
                           severance pay or benefit, prior to the Closing
                           without the prior written consent of Buyer.


                                      -15-
<PAGE>

                  vi.      Except as set forth on Schedule 5(t)(vi), there is no
                           complaint or litigation pending or threatened before
                           any Governmental Authority or any court with respect
                           to any strike or unresolved labor dispute, the
                           outcome of which would adversely affect the operation
                           of the Company or the Systems.

          u.      Environmental Matters.

                  i.       None of the properties of the Company contains,
                           including, without limitation, in, on or under the
                           soil and groundwater thereunder, any Hazardous
                           Materials (as defined below) in violation of
                           Environmental Laws (as defined below) or in amounts
                           that could give rise to liability under Environmental
                           Laws.

                  ii.      The Company is in compliance with all Environmental
                           Laws, and, to the best of the Gardner's knowledge,
                           after due inquiry, there is no contamination of any
                           of such properties which could interfere with the
                           continued operation of any of such properties or
                           impair the financial condition of the Company.

                  iii.     The Company has not received from any Governmental
                           Authority any complaint, notice of violation, alleged
                           violation, investigation or advisory action or notice
                           of potential liability regarding matters of
                           environmental protection or permit compliance under
                           applicable Environmental Laws with regard to any such
                           properties that have not been resolved to the
                           satisfaction of the issuing government authority, nor
                           is Gardner aware that any Governmental Authority is
                           contemplating delivering any such notice to the
                           Company.

                  iv.      There has been no pending or threatened complaint,
                           notice of violation, alleged violation, investigation
                           or notice of potential liability under Environmental
                           Laws with regard to any of such properties and to
                           Gardner's best knowledge, after due inquiry, there is
                           no basis for any person asserting the same against
                           the Company.

                  v.       Hazardous Materials have not been generated, treated
                           stored, disposed of, at, on or under any of such
                           property in violation of any Environmental Laws, nor
                           have any Hazardous Materials been transported or
                           disposed of from any of such properties to any other
                           location in violation of any Environmental Laws or in
                           a manner that could give rise to liability under
                           Environmental Laws.



                                      -16-
<PAGE>

                  vi.      The Company is not a party to any governmental
                           administrative actions or judicial proceedings
                           pending under any Environmental Law with respect to
                           any of such properties nor are there any consent
                           decrees or other decrees, consent orders,
                           administrative orders or other orders, or other
                           administrative or judicial requirements outstanding
                           under any Environmental Law with respect to any of
                           such properties.

                  vii.     Except as set forth on Schedule 5(u)(vii) hereof,
                           there are currently or previously no above ground or
                           below ground tanks on any of the Real Property. The
                           Company has provided Buyer with complete and correct
                           copies of all studies, reports, surveys and other
                           materials relating to the presence or alleged
                           presence of any Hazardous Materials at, on or
                           affecting the Real Property.

                           As used herein, "Environmental Laws" means any and
                  all applicable federal, state, local or municipal laws, rules,
                  orders, regulations, statutes, ordinances, codes, decrees or
                  requirements of any Governmental Authority regulating,
                  relating to or imposing liability or standards of conduct
                  concerning environmental protection matters, including,
                  without limitation, Hazardous Materials, as now or may at any
                  time heretofore or hereafter be in effect.

                           As used herein, "Hazardous Materials" means any
                  hazardous materials, hazardous wastes, hazardous constituents,
                  hazardous or toxic substances, petroleum products (including
                  crude oil or any fraction thereof) or friable asbestos
                  containing materials defined or regulated as such in or under
                  any Environmental Law.

                  v.       Year 2000 Compliance. The Company has (i) initiated a
                           review and assessment of all areas within its
                           businesses and operations (including those affected
                           by suppliers and vendors that would reasonably be
                           expected to be adversely affected by the "Year 2000
                           Problem" (that is, the risk that computer
                           applications used by the Company (or suppliers or
                           vendors) may be unable to recognize and perform
                           properly date-sensitive functions involving certain
                           dates prior to and any date after December 31,
                           1999)), (ii) developed a plan and timeline for
                           addressing the Year 2000 Problem on a timely basis,
                           and (iii) to date, implemented that plan in
                           accordance with that timetable. Based on the
                           foregoing, Gardner reasonably believes that all
                           computer applications (including those of its
                           suppliers and vendors) that are material to the
                           Company's business and operations are reasonably
                           expected by September 30, 1999 to be able to perform
                           properly date-sensitive functions for all dates
                           before and after January 1, 2000 (that is, be "Year
                           2000 Compliant"), except to the extent that a failure
                           to do so would not reasonably be expected to have a
                           Materially Adverse Effect. Exhibit 5(v) sets forth
                           the Company's plan and timetable for addressing the
                           Year 2000 Problem and the specific actions taken to
                           date.

                                      -17-
<PAGE>

          w.      Customers. At the Closing, the number of Customers (as defined
                  below) shall be at least 60,500, or 60,000 Customers if the
                  Closing occurs after April 30, 1999. As used herein, the term
                  "Customer" shall have the meaning ascribed to the term
                  "Subscriber" for the purposes of the line captioned "Total
                  Combined Subs" of the Company's Monthly Subscriber Reports
                  that the Company has delivered to Buyer for at least the last
                  two years. Notwithstanding the foregoing, the term "Customer"
                  shall not include any commercial, residential or other
                  subscriber who (i) has not paid for at least one (1) month's
                  service or (ii) is more than sixty (60) days delinquent from
                  the date of billing on any amount due to the Company in excess
                  of $10.00.

          x.      Equity Sharing Agreements. Except for the Shareholders
                  Agreement, the Company is not a party to any agreement or
                  arrangement relating to profit sharing or the creation of
                  beneficial interests in the equity of the Company,

          y.      Insurance. The Company is insured in scope and amounts
                  customary and reasonable for the CATV business. With respect
                  to the Systems and Real Property, the Company has not been
                  refused insurance or has its coverage been limited by an
                  insurance carrier to which it has applied for insurance during
                  the last three years, and, to Gardner's best knowledge, after
                  due inquiry, no facts exist which would reasonably cause the
                  Company to believe that its premiums on any insurance policy
                  will be extraordinarily increased or the renewal of any such
                  insurance policy denied. All of such policies are in full
                  force and effect and the Company is not in default of any
                  provision thereof. Schedule 5(y) hereto sets forth a complete
                  list of all of the Company's insurance policies, with policy
                  numbers, coverages and limits. The Company shall maintain all
                  of the insurance policies described on Schedule 5(y) in full
                  force and effect in the amounts specified through the Closing
                  Date.

6.       Representations and Warranties of the Shareholders. Each Shareholder,
         severally and not jointly, represents and warrants to Buyer as follows:

          a.      Authority. Shareholder has all requisite power and authority
                  to execute, deliver and perform its obligations under this
                  Agreement and to consummate the transactions contemplated in
                  this Agreement. The execution, delivery and performance by
                  Shareholder of this Agreement and the consummation of this
                  transactions contemplated by this Agreement on the part of
                  Shareholder have been or prior to the Closing will be duly and
                  validly authorized and approved by all necessary action on the
                  part of Shareholder, and except as set forth in Schedule 6(a),
                  (i) does not require the consent, waiver, approval, permit,
                  license, authorization of, or any declaration or filing with,
                  any person, court or public authority; (ii) does not violate,
                  with or without the giving of notice or the passage of time,
                  any provision of law applicable to Shareholder; and (iii) does
                  not conflict with or result in the breach or termination of,
                  or constitute a default under, or result in the creation of
                  any lien, charge or encumbrance upon any of the Stock pursuant
                  to any by-law, mortgage, deed of trust, indenture or other
                  agreement of any kind or instrument or any order, judgment or
                  decree to which Shareholder is a party or by which any of
                  Shareholder's assets or properties are bound or affected.



                                      -18-
<PAGE>

          b.      Valid Obligation. This Agreement has been duly and validly
                  executed and delivered by Shareholder and constitutes a legal
                  and valid obligation of Shareholder enforceable in accordance
                  with its terms, except insofar as enforcement may be affected
                  by bankruptcy, reorganization or similar laws relating to
                  creditors' rights in general, and general principles of
                  equity.

          c.      Title. Except as set forth on Schedule 6(c), Shareholder owns
                  the shares of Stock set forth opposite his, her or its name on
                  Exhibit A free clear of all liens, claims, pledges,
                  encumbrances and restrictions of any kind, nature and
                  description, and Shareholder has good, valid, marketable and
                  indefeasible title to such Stock. Except as set forth on
                  Schedule 6(c) hereof, when purchased by Buyer from Shareholder
                  in accordance with the terms and conditions hereof, such
                  Shareholder's Stock (i) will be duly and validly issued, will
                  be fully-paid and non-assessable and (ii) will be free and
                  clear of all liens, claims, pledges, encumbrances and
                  restrictions of any kind, nature and description, and Buyer
                  will have good, valid, marketable and indefeasible title to
                  such Shareholder's Stock. There are no outstanding
                  subscriptions, script, warrants, commitments, conversion
                  rights, calls, options or agreements relating to such
                  Shareholder's Stock, and no obligations whatsoever requiring,
                  or which might require, the Company to issue any securities,
                  and no agreements, commitments, or understandings with respect
                  to the internal management, control or affairs of the Company
                  other than as set forth in its Articles of Incorporation and
                  By-Laws and except for the Shareholder Agreement.

          d.      Litigation. Shareholder is not subject to any Judgment entered
                  in any Legal Proceeding, and there is no Legal Proceeding by
                  or before any Governmental Authority, or, to Shareholder's
                  knowledge, threatened, against Shareholder, or any of
                  Shareholder's properties or rights, which affects (i) the
                  Shareholder's Stock, (ii) the Company or any part of the
                  business, properties or assets of the Company or (iii) any
                  part of the transaction contemplated hereby, or which seeks to
                  impose conditions upon the degree of Buyer's control over, or
                  the manner in which Buyer shall be permitted to manage its
                  investment in the Company subsequent to the consummation of
                  the transaction contemplated hereby.



                                      -19-
<PAGE>

          e.      Disclosure of Information. No representation, warranty or
                  covenant made by Shareholder to Buyer in this Agreement, any
                  schedule or exhibit to this Agreement contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary to make the statements set forth in this Agreement
                  or the matters disclosed in such exhibit, document, schedule
                  or certificate, in light of the circumstances under which such
                  statements or disclosures were made, not misleading.

          f.      Broker's Fees. Shareholders have not employed any broker in
                  connection with the transaction contemplated by this
                  Agreement. Waller Capital Corporation was retained by the
                  Company in connection with the transaction contemplated by
                  this Agreement.

7.       Representations and Warranties of Buyer. Buyer represents and warrants
         to the Company and to each Shareholder as follows:

          a.      Organization. Buyer is a corporation duly and validly
                  organized, existing and in good standing under the laws of the
                  State of Delaware.

          b.      Authority. The execution and carrying out of this Agreement
                  and the compliance with the provisions hereof by Buyer have
                  been duly and validly authorized by all necessary corporate
                  action of Buyer, and this Agreement is the valid and binding
                  agreement of Buyer, enforceable in accordance with its terms,
                  except insofar as enforcement may be affected by bankruptcy,
                  reorganization or similar laws relating to creditors, rights
                  in general, and general principles of equity. Buyer has all
                  requisite power and authority to execute, deliver and perform
                  its obligations under this Agreement and to consummate the
                  transactions contemplated in this Agreement. The execution,
                  delivery and performance by Buyer of this Agreement and the
                  consummation of this transactions contemplated by this
                  Agreement on the part of Buyer have been or prior to the
                  Closing will be duly and validly authorized and approved by
                  all necessary action on the part of Buyer, and except as set
                  forth in Schedule 7(b), (i) does not require the consent,
                  waiver, approval, permit, license, authorization of, or any
                  declaration or filing with, any person, court or public
                  authority; (ii) does not violate, with or without the giving
                  of notice or the passage of time, any provision of law
                  applicable to Buyer; and (iii) does not conflict with or
                  result in the breach or termination of, or constitute a
                  default under, or result in the creation of any lien, charge
                  or encumbrance upon any of the Stock pursuant to any by-law,
                  mortgage, deed of trust, indenture or other agreement of any
                  kind or instrument or any order, judgment or decree to which
                  Buyer is a party or by which any of Buyer's assets or
                  properties are bound or affected.



                                      -20-
<PAGE>

          c.      Litigation. There are no Legal Proceeding by or before any
                  Governmental Authority or, to the knowledge of Buyer,
                  threatened against Buyer which would give any third party the
                  right to enjoin or rescind the transactions contemplated by
                  this Agreement or otherwise prevent Buyer from complying with
                  the terms and provisions of this Agreement.

          d.      Broker's Fees. Buyer has not employed any broker in connection
                  with the transaction described herein.

          e.      Financing. Buyer has adequate funds available to consummate
                  the transactions contemplated by this Agreement, to refinance
                  the existing indebtedness of the Company and to satisfy the
                  reasonably anticipated working capital requirements of the
                  Company after the Closing.

8.       Actions Prior to the Closing Date.

          a.      Access. Each Shareholder shall cause the Company to afford the
                  officers, employees, attorneys, agents, engineers, accountants
                  and other representatives of Buyer free and full access,
                  during normal business hours, to the properties and assets of
                  the Company. Each Shareholder shall and shall cause the
                  Company to cooperate with Buyer in obtaining any consents of
                  third parties that may be required with respect to the
                  consummation of the transactions contemplated hereby.

          b.      Conduct of the Business Prior to the Closing Date. Except as
                  contemplated in connection with this Agreement, until the
                  Closing Date, each Shareholder shall cause the Company to: (i)
                  operate only in the usual, regular and ordinary manner and, to
                  the extent consistent with such operation, use reasonable
                  efforts to (A) preserve its present business operations,
                  organization and goodwill intact, (B) preserve its present
                  relationships with persons having business dealings with the
                  Company and (C) maintain all of the assets and properties of
                  the Company in their current condition, normal wear and tear
                  excepted; and (ii) not sell or agree to sell any material
                  assets of the Company to any corporation or other entity.

          c.      Cooperation. The parties shall cooperate fully in obtaining
                  all approvals necessary to effectuate and consummate the
                  transactions contemplated hereby.

          d.      HSR Notification. Shareholders and Buyer shall each make an
                  appropriate filing of a Notification and Report Form pursuant
                  to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
                  as amended (the "HSR Act") no later than thirty (30) days
                  after the date of this Agreement. Each such filing shall
                  request early termination of the waiting period imposed by the
                  HSR Act. Buyer and each Shareholder shall use their respective
                  reasonable best efforts to respond as promptly as reasonably
                  practicable to any inquiries received from the Federal Trade
                  Commission (the "FTC") and the Antitrust Division of the
                  Department of Justice (the "Antitrust Division") for
                  additional information or documentation and to respond as
                  promptly as reasonably practicable to all inquiries and
                  requests received from any other Governmental Authority in
                  connection with antitrust matters; provided that nothing
                  contained herein shall be deemed to preclude either Buyer or
                  Shareholder from negotiating with any Governmental Authority
                  regarding the scope and content of any such requested
                  information or documentation. Buyer and each Shareholder shall
                  use their respective reasonable best efforts to overcome any
                  objections that may be raised by the FTC, the Antitrust
                  Division or any other Governmental Authority having
                  jurisdiction over antitrust matters. The filing fee under the
                  HSR Act shall be borne equally by Buyer and the Shareholders.


                                      -21-
<PAGE>

          e.      Further Actions. Each of Buyer and each Shareholder agrees to
                  (i) execute and deliver such instruments and take such other
                  actions as may reasonably be required to carry out the intent
                  of this Agreement, (ii) use diligent efforts to obtain the
                  consents of all third parties and governmental bodies
                  necessary for the consummation of the transactions
                  contemplated by this Agreement, and (iii) use diligent efforts
                  so that the conditions precedent to the obligations of the
                  parties hereto set forth herein are satisfied. Nothing in this
                  Agreement shall be construed as an attempt to assign any
                  license, contract or agreement which is by its terms either
                  nonassignable or nonassignable without the consent of the
                  other party or parties thereto unless such consent shall be
                  given. Each Shareholder shall, at the request of the Buyer,
                  cause the Company to cooperate in any reasonable arrangement,
                  at the expense of the Buyer, to provide the benefits of such
                  license, contract or agreement which cannot be assigned by
                  reason of the failure to obtain a consent.

          f.      Employees. Not less than fourteen (14) days prior to the
                  Closing Date, Buyer shall advise the Company, in writing, of
                  those employees of the Company who will not continue as
                  employees of the Company after the Closing Date

9.       Conditions Precedent.

          a.      Conditions Precedent to the Obligations of Buyer. The
                  obligations of Buyer under this Agreement are subject, at its
                  option, to the satisfaction at or prior to the time of the
                  Closing of each of the following conditions:

                  i.       Accuracy of Representations and Warranties. All of
                           the representations and warranties of Gardner and
                           each Shareholder to Buyer shall have been true and
                           correct in all material respects when made and
                           (except as a result of any action taken which shall
                           be specifically contemplated hereby) shall be true
                           and correct in all material respects on and as of the
                           Closing Date with the same force and effect as if
                           they had been made on and as of such date.



                                      -22-
<PAGE>

                  ii.      Performance of Agreements. Each Shareholder a party
                           to this Agreement shall have performed in all
                           material respects all of its obligations and complied
                           in all material respects with all of its covenants
                           contained in this Agreement, and each agreement,
                           document and certificate delivered pursuant hereto or
                           in connection herewith, and required to be performed
                           or complied with on or prior to the Closing Date.

                  iii.     Consents. Each consent material to the ownership of
                           the Stock and the Company and the operation of the
                           Company's business after the Closing Date, including,
                           without limitation, transfer of all Licenses, shall
                           have been obtained in form and substance reasonably
                           satisfactory to Buyer, and all such consents shall no
                           longer be subject to administrative or judicial
                           review.

                  iv.      HSR Act Compliance. All waiting periods under the HSR
                           Act applicable to the transactions contemplated
                           hereby shall have expired or been terminated.

                  v.       Shareholder's Counsel Opinion. Buyer shall have
                           received an opinion of counsel to the Shareholders,
                           dated as of Closing, in form and substance customary
                           for transactions of this type and amount.

                  vi.      Shareholder's FCC Counsel Opinion. Buyer shall have
                           received an opinion of the Company's FCC counsel,
                           dated as of Closing, in form and substance customary
                           for transactions of this type and amount.

                  vii.     No Litigation. There shall be no Legal Proceeding,
                           and no Judgment shall have been entered and not
                           vacated by a final, unappealable order by any
                           Governmental Authority of competent jurisdiction in
                           any Legal Proceeding or arising therefrom, which (a)
                           enjoins, restrains, makes illegal, or prohibits
                           consummation of the transaction contemplated by this
                           Agreement, or (b) requires separation or divestiture
                           by Buyer or all or any portion of the Stock or assets
                           of the Company after the Closing, and there shall be
                           no Legal Proceeding pending or threatened that seeks,
                           or which if successful would have the effect of, any
                           of the foregoing.

                  viii.    Waymaker Contracts/Affiliate Leases. Prior to the
                           Closing Date, the Company shall have terminated that
                           certain Management Agreement between the Company and
                           the Waymaker Corporation, and the Waymaker
                           Corporation shall have released the Company from all
                           obligations under such contract. The lease agreements
                           between the Company and certain affiliates of the
                           Shareholders shall have been either (a) amended in
                           form and substance reasonably satisfactory to Buyer,
                           but in any event on terms no more and no less
                           favorable to the lessor than fair market terms for
                           similar properties, or (b) either (A) terminated by
                           the mutual agreement of the parties if the parties
                           cannot agree upon amended terms or (B) accepted on
                           its current terms by Buyer. Without limiting the
                           foregoing, the lease, dated May 1, 1998, between the
                           Company and Gardner with respect to the Company's
                           head end and tower site in South Middleton Township,
                           Cumberland County, Pennsylvania, shall be amended to
                           give the Company ten (10) options to renew such lease
                           for additional periods of one (1) year each. Each
                           such renewal shall automatically become effective as
                           of May 1 of each year unless the Company gives
                           Gardner written notice of termination at least ninety
                           (90) days prior to the end of the then current term
                           of such lease. In addition, such amendment shall
                           provide for a percentage increase in rent at the
                           lesser of five percent (5%) or the amount of the
                           percentage increase in the Consumer Price Index for
                           the statistical area which includes the head end and
                           tower site over the prior year.



                                      -23-
<PAGE>

                  ix.      Deliveries Complete. All documents required to have
                           been delivered at or prior to the Closing Date by
                           each Shareholder and/or the Company to Buyer, and all
                           actions required to have been taken at or prior to
                           the Closing Date by each Shareholder and/or the
                           Company, shall have been delivered or taken at or
                           prior to the Closing.

                  x.       Inventory. The Company shall have on hand a supply of
                           equipment parts, spares and other inventory necessary
                           for the operation of the Systems in amounts
                           customarily maintained by the Company.

                  xi.      LPTV Transfer. The Company shall have transferred the
                           low power television station license and associated
                           assets, including FCC licenses ("LPTV Assets"), more
                           fully described on Exhibit 9(a)(xi) hereto, to
                           Gardner, or his designee.

                  xii.     LPTV Must Carry. Gardner shall have delivered to
                           Buyer a release of the Company and SCTV by Gardner,
                           his heirs, personal representatives and assigns
                           forever waiving any "must carry" obligations which
                           may now or in the future be asserted against the
                           Company or SCTV.


                                      -24-
<PAGE>

                  xiii.    Employees. As of the Closing Date, the Company shall
                           have terminated all employees ("Terminated
                           Employees") of the Company other than those employees
                           Buyer has designated as employees who will continue
                           as employees of the Company after the Closing. Such
                           Terminated Employees shall be eligible for the
                           benefits specified by the Employee Incentive to Stay
                           Severance Policy attached hereto as Exhibit 16(q). In
                           addition, on the Closing Date, the Company shall pay
                           each continuing employee in cash an amount equal to
                           his accrued vacation and sick time, whereupon the
                           accrued vacation and sick time of each such employee
                           shall be canceled; provided, however, each continuing
                           employee will be permitted to take, on an unpaid
                           basis, the vacation and sick days to which they would
                           otherwise have been entitled, but scheduled in
                           accordance with the Company's policies and staffing
                           requirements. Any employee of the Company on the
                           Closing Date who continues as an employee of the
                           Company after the Closing Date shall be given credit
                           for his years of service with the Company.

                  xiv.     No Adverse Change. Between the date of this Agreement
                           and the Closing Date, there shall have been (a) no
                           material adverse change in the business of the
                           Company or its financial condition, taken as a whole,
                           other than any change arising out of matters
                           affecting the economy as a whole or matters
                           (including, without limitation, competition caused by
                           or arising from multichannel multipoint distribution
                           services and/or direct broadcast satellite and
                           legislation, rulemaking or regulation) affecting the
                           cable television industry (national or regional)
                           generally, and (b) no material loss, damage,
                           impairment, confiscation or condemnation of any of
                           the assets of the Company that has not been repaired
                           or replaced.

          b.      Conditions Precedent to the Obligations of each Shareholder.
                  The obligations of each Shareholder under this Agreement are,
                  at its option, subject to the satisfaction, at or prior to the
                  time of Closing, of each of the following conditions:

                  i.       Accuracy of Representations and Warranties. All
                           representations and warranties of Buyer shall be true
                           and correct in all material respects when made and
                           (except as a result of any action taken which shall
                           be specifically contemplated hereby) shall be true
                           and correct in all material respects on and as of the
                           Closing Date with the same force and effect as if
                           they had been made on and as of such date.

                  ii.      Performance of Agreements. Buyer shall have performed
                           in all material respects all obligations and
                           agreements and complied in all material respects with
                           all covenants contained in this Agreement and each
                           agreement, document or certificate delivered pursuant
                           hereto or in connection herewith and required to be
                           performed or complied with on or prior to the Closing
                           Date.




                                      -25-
<PAGE>

                  iii.     No Litigation. There shall be no Legal Proceeding,
                           and no Judgment shall have been entered and not
                           vacated by a final, unappealable order by any
                           Governmental Authority of competent jurisdiction in
                           any Legal Proceeding or arising therefrom, which
                           enjoins, restrains, makes illegal, or prohibits
                           consummation of the transaction contemplated by this
                           Agreement, and there shall be no Legal Proceeding
                           pending or threatened that seeks, or which if
                           successful would have the effect of, any of the
                           foregoing.

                  iv.      Deliveries Complete. All documents required to have
                           been delivered by Buyer to each Shareholder and all
                           actions required to have been taken by Buyer, shall
                           have been delivered or taken at or prior to the
                           Closing.

                  v.       HSR Act Compliance. All waiting periods under the HSR
                           Act applicable to the transactions contemplated
                           hereby shall have expired or been terminated.

                  vi.      Consents. Each consent material to the transfer of
                           all Licenses, shall have been obtained in form and
                           substance reasonably satisfactory to Gardner.

10.      Documents to be Delivered by each Shareholder and Gardner. At the
         Closing, each Shareholder shall deliver or cause to be delivered to
         Buyer the following:

          a.      The original stock certificate(s) evidencing the Stock to be
                  sold by the Shareholder hereunder, endorsed in blank, in form
                  sufficient to transfer ownership thereof to Buyer.

          b.      A certificate of each Shareholder, dated the Closing Date, to
                  the effect that except as set forth in such certificate: (i)
                  all the representations and warranties of Shareholder
                  contained in Section 6 of this Agreement were true and correct
                  in all material respects when made and are true and correct in
                  all material respects on and as of the Closing Date and (ii)
                  Shareholder has performed in all material respects all
                  obligations and covenants to Buyer.

          c.      The original of each consent, and each other document required
                  to be delivered pursuant to Section 9(a) hereof.

          d.      Such other documents and instruments as shall be reasonably
                  necessary to effect the intent of this Agreement and
                  consummate the transaction contemplated by this Agreement,
                  including, without limitation, a certificate of Gardner, dated
                  the Closing Date, to the effect that except as set forth in
                  such certificate all the representations and warranties of
                  Gardner contained in Section 5 of this Agreement were true and
                  correct in all material respects when made and are true and
                  correct in all material respects on and as of the Closing
                  Date.



                                      -26-
<PAGE>

11.      Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver
         or cause to be delivered to each Shareholder:

         a.       Payment by wire transfer of the Purchase Price; and

         b.       A certificate of an authorized officer of Buyer, dated the
                  Closing Date, to the effect that except as set forth in such
                  certificate: (i) all the representations and warranties of
                  Buyer contained in this Agreement were true and correct in all
                  material respects when made and are true and correct in all
                  material respects on and as of the Closing Date and (ii) Buyer
                  has performed in all material respects all obligations and
                  covenants to each Shareholder.

12.      Shareholder's Indemnity.

         a.       Notwithstanding the Closing, each Shareholder shall indemnify
                  and hold Buyer, its affiliates, officers, directors,
                  employees, agents, and representatives, and any person
                  claiming by or through any of them, as the case may be,
                  harmless from and against any loss, cost, claim or expense
                  ("Loss") arising out of or resulting from (i) any
                  misrepresentation, breach of warranty, or nonfulfillment of
                  any agreement or covenant on the part of such Shareholder
                  under this Agreement or any document delivered to Buyer in
                  connection with the transactions contemplated hereby, and (ii)
                  any misrepresentation or breach of warranty of Gardner under
                  Section 5 of this Agreement; provided, however, that Buyer
                  shall not be entitled to indemnification for any Loss unless
                  and until the aggregate amount of all Losses exceeds $50,000,
                  at which point Buyer shall be entitled to indemnification for
                  all Losses.

         b.       If, by any reason of the claim of any third party relating to
                  any of the matters subject to such indemnification, a lien,
                  attachment, garnishment, or execution is place or made upon
                  any of the Stock under this Section, in addition to any
                  indemnity obligation of Shareholder under this Section,
                  Shareholder shall furnish a bond sufficient to obtain the
                  prompt release thereof within five days from receipt of notice
                  relating thereto.

         c.       The indemnification obligation of each Shareholder pursuant to
                  Section 12(a) shall be several and not joint and shall be in
                  the same proportion as the Purchase Price paid to such
                  Shareholder bears to the aggregate 





                                      -27-


<PAGE>


                  Purchase Price paid to all Shareholders. This Section 12 sets
                  forth the sole remedy of the Buyer for any Loss. Buyer shall
                  seek recovery of any indemnifiable Loss solely from the
                  Indemnity Reserve Escrow Amount.

13.      Buyer's Indemnity. Notwithstanding the Closing, and regardless of any
         investigation made at any time by or on behalf of a Shareholder or any
         information a Shareholder may have, Buyer shall indemnify and hold such
         Shareholder, and any person claiming by or through him, her or it, as
         the case may be, from and against any Losses arising out of or
         resulting from any misrepresentation, breach of warranty, or
         nonfulfillment of any agreement or covenant on the part of Buyer under
         this Agreement or any document delivered by Buyer in connection with
         the sale of the Stock. This Section 13 sets forth the sole remedy of
         each Shareholder for any Loss.

14.      Procedure for Indemnified Third Party Claim.  Promptly after receipt
         by a party entitled to indemnification under this Agreement (the
         "Indemnitee") of written notice of the assertion or the commencement of
         any Legal Proceeding with respect to any matter referred to in Sections
         12 and 13, the Indemnitee shall give written notice thereof to the
         party from whom indemnification is sought pursuant hereto (the
         "Indemnitor") and thereafter shall keep the Indemnitor reasonably
         informed with respect thereto. Failure of the Indemnitee to give the
         Indemnitor notice as provided herein shall not relieve the Indemnitor
         of its obligations hereunder unless the Indemnitee's failure to give
         the Indemnitor timely notice materially limits or prejudices the
         Indemnitor's ability to defend, in which case such failure of the
         Indemnitee to give the Indemnitor notice shall relieve the Indemnitor
         of its indemnification obligations. In case any Legal Proceeding shall
         be brought against any Indemnitee, the Indemnitor shall be entitled to
         direct the defense thereof with counsel mutually satisfactory to the
         Indemnitor and the Indemnitee, at the Indemnitor's sole expense. Such
         Legal Proceeding may not be settled by the Indemnitee without the
         consent of the Indemnitor, which consent shall not be unreasonably
         withheld. If the Indemnitor and the Indemnitee cannot agree of the
         choice of a single counsel, both the Indemnitor and the Indemnitee
         shall have separate counsel at the Indemnitor's sole expense. If the
         Indemnitor shall assume the defense of any Legal Proceeding, it shall
         not settle the Legal Proceeding unless the settlement shall include as
         an unconditional term thereof the giving by the claimant or the
         plaintiff of a release of the Indemnitee, satisfactory to the
         Indemnitee, from all liability with respect to such Legal Proceeding.

15.      Termination.

         a.       This Agreement may be terminated at any time prior to the
                  Closing Date:

                  i.       by mutual written consent of Buyer and all
                           Shareholders;






                                      -28-







<PAGE>



                 ii.       by the Shareholders, acting as a group, if Buyer
                           shall have breached any of its representations,
                           warranties, covenants or agreements contained in this
                           Agreement, or any such representation or warranty
                           shall have become untrue, in any such case such that
                           the conditions precedent to the obligation of
                           Shareholders to close specified in Section 9(b) will
                           not be satisfied and such breach has not been
                           promptly cured within thirty (30) days following
                           receipt by Buyer of written notice of such breach;

                 iii.      by Buyer if any Shareholder shall have breached any
                           of such Shareholder's representations, warranties,
                           covenants or agreements contained in this Agreement,
                           or any such representation or warranty shall have
                           become untrue, in any such case such that the
                           conditions precedent to the obligation of Buyer to
                           close specified in Section 9(a) will not be satisfied
                           and such breach has not been promptly cured within
                           thirty (30) days following receipt by such
                           Shareholder of written notice of such breach; or

                  iv.      by either Buyer or Shareholders, acting as a group,
                           if the Closing Date has not occurred on or prior to
                           June 30, 1999; provided, however, that the right to
                           terminate this Agreement under this Section 15 shall
                           not be available to any party whose breach of
                           representations, warranties, covenants or agreements
                           contained in this Agreement has been the cause of, or
                           resulted in, the failure of the Closing to occur by
                           such date or the inability of such condition to be
                           satisfied.

         b.       If this Agreement is terminated pursuant to Section 16(a)
                  above or Section 16(t) below, this Agreement shall forthwith
                  become void and there shall be no liability or obligation on
                  the part of any party hereto, except (i) nothing herein shall
                  relieve any party from liability for any breach hereof and
                  each party shall be entitled to any remedies at law or in
                  equity for such breach, and (ii) this Section 16(b) and
                  Sections 12, 13 and 14 shall remain in full force and effect
                  and survive any termination of this Agreement and shall be
                  enforceable at law or in equity. Without limiting the remedies
                  available to the parties hereto, each of the Buyer and each
                  Shareholder acknowledges that damages at law will be
                  insufficient in the event that the other party violates the
                  terms of the Agreement, and that any party not in violation of
                  the terms of the Agreement may specifically enforce the terms
                  of the Agreement.

16.      Miscellaneous.

         a.       Split Dollar Insurance Agreement. Buyer acknowledges that the
                  Company is a party to a Split Dollar Insurance Agreement,
                  dated December 24, 1992, between the Company and Farmers Trust
                  Company, Trustee, a





                                      -29-






<PAGE>

                  copy of which Agreement is attached as Exhibit 16(a). Pursuant
                  to the Split Dollar Insurance Agreement, the Company agrees to
                  pay the annual premium (which Buyer acknowledges that the
                  Company has been paying in quarterly installments). Buyer
                  covenants that it shall cause the Company to continue to meet
                  all obligations under the Split Dollar Insurance Agreement,
                  including but not limited to the payment of all premium
                  amounts for the policy on a quarterly basis before the
                  expiration of the grace period for the payment. In the event
                  that Company defaults on any of its obligations after notice
                  and an opportunity to cure by the person declaring such
                  default, Buyer agrees that the Trustee's obligations under the
                  Split Dollar Insurance Agreement, including but not limited to
                  the obligation to return the amount of premiums advanced by
                  the Company on behalf of Gardner, shall cease.

         b.       Gardner Employment Agreement. Buyer shall cause the Company to
                  honor the Company's obligations under the Executive Employment
                  Agreement, dated November 4, 1998, by and between Company and
                  Gardner. The Executive Employment Agreement is attached hereto
                  as Exhibit 16(b).

         c.       Reynolds and Sandifer Agreements. Buyer shall cause the
                  Company to honor the Executive Employment Agreements between
                  L. Michael Reynolds ("Reynolds") and the Company and between
                  Lee H. Sandifer ("Sandifer")and the Company, each dated
                  November 4, 1998. Additionally, Buyer shall cause the Company
                  to honor the Deferred Compensation Plans between the Company,
                  Waymaker Co. and Reynolds and between the Company, the
                  Waymaker Co. and Sandifer, each dated October 31, 1997, each
                  as amended. The Executive Employment Agreements and Deferred
                  Compensation Plans are attached hereto as Exhibit 16(c).

         d.       Further Assurances. From time to time after the Closing, each
                  Shareholder shall, if requested by Buyer, make, execute and
                  deliver to Buyer such additional assignments, bills of sale
                  and other instruments of transfer, as may be necessary or
                  proper to transfer to Buyer all of each Shareholder's right,
                  title, and interest in and to the Stock and the Company. Such
                  efforts and assistance shall be without cost to Buyer.

         e.       Waivers and Amendments.  This Agreement may be amended,
                  modified or supplemented only by written instrument executed
                  by the parties hereto. The provisions of this Agreement may
                  only be waived by an instrument in writing executed by the
                  party granting the waiver. No failure or delay by any party in
                  exercising any right, power or privilege hereunder (and no
                  course of dealing between or among any of the parties) shall
                  operate as a waiver of any such right, power, or privilege.
                  The waiver by any party hereto of a breach of any provision of
                  this Agreement shall not






                                      -30-






<PAGE>



                  operate or be construed as a further or continuing waiver of
                  such breach or as a waiver of any other or subsequent breach.
                  No single or partial exercise of any such right, power, or
                  privilege shall preclude the further or full exercise thereof.

         f.       Survival of Representations, Warranties and Covenants. Each of
                  the representations, warranties and covenants of Gardner and
                  each Shareholder and Buyer contained herein or in any
                  certificate, document or exhibit delivered in connection
                  herewith shall survive for a period of fifteen (15) months
                  after the date hereof except that (i) the representation and
                  warranties with regard to taxes shall survive until the
                  statute of limitations relating to such matter shall have
                  expired; (ii) the representation and warranties with respect
                  to title to Real Property and Stock shall survive indefinitely
                  and (iii) the indemnity provisions of Sections 12, 13 and 14
                  shall survive the date hereof so long as any claim may be
                  asserted thereunder.

         g.       Expenses.  Each of Buyer and each Shareholder, severally,
                  shall bear its own costs and expenses, including, without
                  limitation, any legal fees and expenses, in connection with
                  the completion of the transaction contemplated hereby. Each
                  Shareholder acknowledges and agrees that BIPC was retained by
                  the Company to assist the Company to maximize shareholder
                  value. In addition, the Shareholders acknowledge that the
                  transaction contemplated by this Agreement will result in a
                  benefit to all Shareholders and that, while BIPC does not
                  represent the Shareholders individually or as a group, the
                  services rendered by BIPC in connection with this Agreement
                  and the transactions contemplated hereby benefit all
                  Shareholders, but not Buyer. In consideration of such benefit,
                  each Shareholder agrees to reimburse the Company for the
                  amounts paid to BIPC by the Company in connection with this
                  Agreement and the transactions contemplated hereby for all
                  periods after November 30, 1998. Each Shareholder agrees that
                  his, her or its reimbursement obligation pursuant to the
                  preceding sentence shall be satisfied by reducing the amount
                  of the Purchase Price payable to such Shareholder at the
                  Closing by the prorata amount of such obligation, which shall
                  be determined based upon the relative amount of the Purchase
                  Price allocated to such Shareholder.

         h.       Notices. All notices, consents, requests, instructions and/or
                  communications which are intended to be (i) delivered pursuant
                  to this Agreement shall be validly given, made or served if in
                  writing and delivered personally or (ii) sent by overnight
                  courier, postage prepaid or (iii) telecopied (with
                  confirmation of receipt), addressed as follows:











                                      -31-









<PAGE>

                  If to Shareholders:         To the address set forth below
                                              his, her or its name on the
                                              signature page hereof

                  If to Buyer:                Lenfest Raystay Holdings, Inc.
                                              c/o 200 Cresson Boulevard
                                              Oaks, PA  19456
                                              Attention:  Samuel W. Morris, Jr.
                                              Telecopier:  (610) 650-3061

                  The designation of the person to be so notified or the address
                  of such person for the purposes of such notice may be changed
                  from time to time by a similar notice to be effective ten days
                  (10) after such change of address is supplied. Notices by mail
                  shall be deemed to have been given on the date on which the
                  party actually received or refused such written notice.

         i.       Parties in Interest. This Agreement shall be binding upon and
                  inure to the benefit of the parties hereto and their
                  respective heirs, personal representatives, successors and
                  assigns.

         j.       Assignment. The rights and obligations set forth in this
                  Agreement are not assignable without the written consent of
                  all parties hereto; provided, however, that Buyer may assign
                  its rights and obligations hereunder to any person
                  controlling, controlled by or under common control with Buyer.

         k.       Entire Agreement. This Agreement sets forth all of the
                  promises, covenants, agreements and understandings between the
                  parties hereto with respect to the subject matter hereof, and
                  supersede all prior and contemporaneous agreements and
                  understandings, inducements, covenants, conditions,
                  representations and warranties, express or implied, oral or
                  written, except as contained therein or expressly contemplated
                  thereby. This Agreement may be modified only by a writing
                  signed by the party against whom enforcement of any
                  modification is sought.

         l.       Controlling Law. The parties hereto agree that this Agreement
                  shall be governed by and construed and enforced in accordance
                  with the internal laws of the Commonwealth of Pennsylvania
                  without giving effect to any principles of conflict of laws.

         m.       Counterparts. This Agreement may be executed in one or more
                  counterparts with the same effect as if all of the signatures
                  on such counterparts appeared on one document. A telecopied
                  fascimile of a signature shall be deemed for all purposes to
                  constitute and shall be treated by the parties as an original
                  signature. All executed counterparts shall together constitute
                  one and the same agreement.








                                      -32-





<PAGE>


         n.       Date. The date set forth in Section 4.4 of the Shareholders
                  Agreement (which is currently June 15, 1999), shall be
                  automatically extended without further action of the parties
                  thereto by one day for each day that this Agreement is in
                  effect, until this Agreement terminates. The consummation of
                  the transactions contemplated by this Agreement shall not
                  constitute a violation of the Shareholders' Agreement.

         o.       Limitation. Notwithstanding anything to the contrary contained
                  in this Agreement, including, without limitation, the failure
                  to disclose any matter on any Schedule to the Agreement, Buyer
                  agrees that no representation or warranty made by Gardner or
                  any Shareholder in this Agreement shall be deemed to be
                  inaccurate or incorrect, and neither Gardner nor any
                  Shareholder shall be deemed to be in breach of this Agreement,
                  if Buyer or its representatives had written knowledge on the
                  date hereof of any such undisclosed matter or that any such
                  representation or warranty was inaccurate or incorrect.

         p.       Definition. As used herein, the phrase "to the best of the
                  Gardner's knowledge, after due inquiry" means the actual
                  knowledge of Gardner, the knowledge that Gardner reasonably
                  would have upon inquiry of Sandifer and Reynolds of the
                  Company, and the knowledge that Gardner reasonably should have
                  in his capacity as President of the Company.

         q.       Severance Plan.  The Buyer shall cause the Company, and 
                  Suburban Cable TV Co. Inc. ("SCTV"), to honor the Employee
                  Severance Policy (the "Policy") attached hereto as Exhibit
                  16(q). Buyer agrees that all employees entitled to benefits
                  under that policy shall be third party beneficiaries of this
                  Agreement and shall be entitled to seek to enforce that Policy
                  against the Company, SCTV and the Buyer. In addition, for a
                  period of two years after the Closing Date, the Buyer shall
                  cause the Company and SCTV to post notices of all job openings
                  at the principal offices of the Company in Carlisle,
                  Pennsylvania (and mail at regular intervals notice of such job
                  openings to former employees of the Company who are terminated
                  on or after the Closing Date other than for cause) and
                  employees of the Company or SCTV, who are entitled to benefits
                  pursuant to Section 1 of the Policy (including those employees
                  of the Company who are terminated pursuant to Section
                  9(a)(xiii)) and who apply for any such jobs, will, subject to
                  applicable law and the requirements of any applicable
                  collective bargaining agreements, be given preference over
                  other candidates with equal qualifications.

         r.       Publicity. No party shall issue or cause to be issued any
                  press release or public disclosure relating to the subject
                  matter of this Agreement without the prior written approval of
                  Gardner and Buyer, which shall not be unreasonably withheld,
                  conditioned, delayed or denied (and no such





                                      -33-







<PAGE>



                  press release shall contain any reference to the Purchase
                  Price or the Enterprise Value of the Company); provided,
                  however, that any party may make any public disclosure it
                  believes in good faith is required by law or regulation (in
                  which case the disclosing party shall advise the other
                  parties, and provide them with a copy of the proposed
                  disclosure prior to making the disclosure and the opportunity
                  to discuss such disclosure).

         s.       Shareholder Release. Each Shareholder hereby releases any and
                  all claims that he, she or it may have against the directors
                  and officers of the Company for any action or inaction of such
                  directors and officers in their capacities as such for all
                  periods on and prior to the Closing Date.

         t.       Alternate Transaction Structure.

                  i.       If fewer than all Shareholders have executed and
                           delivered this Agreement by February 4, 1999, Buyer
                           shall provide irrevocable notice to Gardner, as the
                           designated representative of such Shareholders, not
                           later than the close of business on February 5, 1999,
                           either (A) that, subject to the provisions of Section
                           15(a), Buyer nevertheless will proceed to Closing
                           with the Shareholders who have executed and delivered
                           the Agreement by February 4, 1999, or (B) that the
                           Agreement is terminated as of the date of such
                           notice, whereupon the provisions of Section 15(b)
                           shall apply. If Buyer agrees to proceed to Closing,
                           each Shareholder who has executed and delivered this
                           Agreement covenants and agrees with Buyer that this
                           Agreement is a binding obligation of such Shareholder
                           and that such Shareholder will proceed to Closing and
                           perform each and every obligation of such Shareholder
                           contained herein. Each Shareholder further covenants
                           and agrees with Buyer that, upon Buyer's written
                           notice, which may be delivered at any time prior to
                           the Closing, such Shareholder shall (i) cause the
                           Board of Directors of the Company to do or cause to
                           be done each and every thing necessary to merge the
                           Company with a wholly-owned subsidiary of Buyer, such
                           that the Company is the surviving corporation in the
                           merger, whereupon this Agreement shall constitute a
                           Plan of Merger, provided that the merger shall (A) be
                           effected on the same terms and conditions specified
                           herein, mutatis mutandis, including, without
                           limitation, the acknowledgement by the Shareholders
                           of the sufficiency of the Purchase Price, (B) the tax
                           consequences of the merger to the Shareholders and
                           Buyer shall be not less favorable than the tax
                           consequences of a purchase of the Stock and (C) Buyer
                           shall agree not to liquidate the Company for at least
                           one (1) year following the merger, and (ii) to vote
                           his, her or its shares of Common Stock in favor of
                           such merger, and (iii) to waive all






                                      -34-





<PAGE>

                           dissenters rights available under the Pennsylvania
                           Business Corporation Law, as amended.

                  ii.      In the event that the transaction contemplated by 
                           this Agreement is effected by means of a merger
                           pursuant to this Section 16(t), Buyer shall, at the
                           written request of one or more of the persons who are
                           serving as the directors or officers of the Company
                           immediately prior to the Closing (which request is
                           received by Buyer prior to or at the Closing), Buyer
                           shall maintain in effect directors and officers
                           liability insurance covering such directors and/or
                           officers on terms requested by such directors and/or
                           officers, provided that such directors and/or
                           officers shall pay and be solely responsible for the
                           payment of all premiums and other payments and/or
                           deductibles relating to the maintenance of such
                           insurance.


               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

























                                      -35-













<PAGE>





                  IN WITNESS WHEREOF, the parties hereto have executed this 
agreement as of the day and year first written above.

WITNESS:


_________________________________               __________________________(SEAL)
                                                GEORGE F. GARDNER
                                                500 Glendale Street
                                                Carlisle, PA  17013

WITNESS:


_________________________________               __________________________(SEAL)
                                                GEORGE F. GARDNER, AS CO-
                                                TRUSTEE OF TRUST UNDER WILL
                                                OF MARIAN B. GARDNER
                                                c/o 500 Glendale Street
                                                Carlisle, PA  17013

WITNESS:


_________________________________               __________________________(SEAL)
                                                MARY ANNE ADAMS, AS CO-
                                                TRUSTEE OF TRUST UNDER WILL
                                                OF MARIAN B. GARDNER
                                                c/o 901 Hillside Drive
                                                Carlisle, PA  17013

WITNESS:


_________________________________               __________________________(SEAL)
                                                DAVID A. GARDNER
                                                1102 Apono Place
                                                Hilo, HI  96720


                   (SIGNATURES CONTINUE ON THE FOLLOWING PAGE)



<PAGE>


WITNESS:


__________________________________              __________________________(SEAL)
                                                MICHAEL C. GARDNER
                                                12261 103rd Avenue, North
                                                Largo, FL  33778

WITNESS:


__________________________________              __________________________(SEAL)
                                                JON C. GARDNER
                                                1083 Oakville Road
                                                Newville, PA  17241

WITNESS:


__________________________________              __________________________(SEAL)
                                                NANCY G. MARGOLIS
                                                911 Twin Oaks Drive
                                                Potomac, MD  20854


WITNESS:


__________________________________              __________________________(SEAL)
                                                JENNIFER (GARDNER) DUNN
                                                41 Avenue du Marechal Lyautey
                                                75116 Paris, France

                               with a copy to:  Gary Dunn
                                                2611 Hollywood Court
                                                Reading, PA  19606

WITNESS:


_________________________________               __________________________(SEAL)
                                                MARY ANNE ADAMS, AS TRUSTEE
                                                FOR PATRICK MOLLE
                                                c/o 901 Hillside Drive
                                                Carlisle, PA  17013


                   (SIGNATURES CONTINUE ON THE FOLLOWING PAGE)

<PAGE>



WITNESS:


__________________________________              __________________________(SEAL)
                                                MARY ANNE ADAMS, AS TRUSTEE
                                                FOR GREGORY MOLLE
                                                c/o 901 Hillside Drive
                                                Carlisle, PA  17013


ATTEST:                                         LENFEST RAYSTAY HOLDINGS, INC.


__________________________________              By:_______________________(SEAL)
     Samuel W. Morris, Jr.,                            Harry F. Brooks,
     Secretary                                         Vice President