<PAGE>   1
                                                               EXHIBIT 10.6.59


                   [COLE, RAYWID & BRAVERMAN, LLP LETTERHEAD]

                               November 21, 1995
 
VIA TELECOPIER AND FEDERAL EXPRESS
 
Mr. Richard Rosencrans
Columbia International, Inc.
9 Greenwich Park
P.O. Box 4624
Greenwich, CT 06830
 
Elizabeth Steele, Esq.
General Counsel
Jones Intercable, Inc.
9697 E. Mineral Avenue
P.O. Box 3309
Englewood, CO 80155-3309
 
                           RE: FORT BELVOIR TRANSFER
 
Dear Mr. Rosencranz and Ms. Steele:
 
     This letter will confirm the status of Columbia International, Inc.'s
("Columbia") request for consent to transfer from Fort Belvoir, Virginia to
Jones Intercable, Inc. ("Jones"). An official at Fort Belvoir has expressed his
belief that no action on the request is necessary because the nearby base at
Quantico has approved transfer of a separate franchise from Columbia to Jones.
The short answer is that consent will be deemed granted by law after November
28, 1995, if the Fort fails to act.
 
     Columbia filed its FCC Form 394 requesting consent to the proposed transfer
of the franchise on July 13, 1994. The Form provides a franchising authority
with the information
<PAGE>   2
 
Mr. Richard Rosencrans
Elizabeth Steele, Esq.
November 21, 1995
Page -2-
 
necessary to render a decision on a cable operator's request for consent to a
transfer. The FCC created this form pursuant to Section 617(e) of the Cable Act,
which establishes a 120-day time limit in which the franchising authority must
approve or deny a request for such consent where the franchise has been held by
the operator for more than three years. Columbia has held the Fort Belvoir
franchise for more than three years.
 
     The FCC has explained the purposes of Section 617(e) and the FCC Form 394:
 
     In enacting 617(e), Congress imposed a 120-day approval period on the sale
     of transfer of cable systems held by three or more years because Congress
     wanted to ensure that the local franchise approval process not unduly delay
     the consummation of transactions that do not implicate the concerns
     underlying the anti-trafficking provision . . . We believe Congress sought
     to provide a degree of regulatory certainty to cable operators when it
     established the 120-day time period for franchising authority action on
     transfer requests pertaining to cable systems held for three or more years.
 
Implementation of Sections 11 and 13 of the Cable Television Consumer Protection
and Competition Act of 1992, MM Docket 92-264, FCC 95-21 at para.para.52-53
(Released January 30, 1995). The statute is unequivocal that "[i]f the
franchising authority fails to render a final decision on the request within the
120 days, such request shall be deemed granted unless the requesting party and
the franchising authority agree to an extension of time." 47 U.S.C. sec. 537(e).
 
     The 120-day period for consideration of Columbia's request for consent to
transfer from Fort Belvoir expires on November 28, 1995. After this date, if the
Fort has not acted on the request, consent will be deemed granted by law.
Columbia may thereafter transfer its Fort Belvoir franchise to Jones in full
compliance with franchise provisions that require consent to the transfer or
sale.
<PAGE>   3
 
Mr. Richard Rosencrans
Elizabeth Steele, Esq.
November 21, 1995
Page -3-
 
     Please contact this office if you have any further questions regarding this
matter.
 
                                        Very truly yours,
 
                                        /s/  ROBERT G. SCOTT, JR.

                                             Robert G. Scott, Jr.
 
RGS/nyr
 
cc: Kit LeVoy
<PAGE>   4
 
                                                                    Fort Belvoir

FEDERAL COMMUNICATIONS COMMISSION                                APPROVED BY OMB
WASHINGTON, D.C. 20554                                                 3060-0573
                                                                EXPIRES 08/31/96
 
                            INSTRUCTIONS FOR FCC 394
 
                      APPLICATION FOR FRANCHISE AUTHORITY
                  CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
                         OF CABLE TELEVISION FRANCHISE
 
A. This form shall be used when applying for franchise authority approval to
   assign or transfer control of a cable television system owned for three years
   or more pursuant to the Cable Television Consumer Protection and Competition
   Act of 1992 ("1992 Cable Act"). As required by Section 617(e) of the 1992
   Cable Act, the franchise authority shall have 120 days from the date of
   filing of this form, complete with all exhibits and any information required
   by the franchise agreement or applicable state or local law, to act upon such
   request. If the franchise authority fails to render a final decision on such
   request within 120 days, such request shall be deemed granted unless the
   requesting party and the franchise authority agree to an extension of time.
 
This form consists of the following sections:
 
I.   General Information: Transferor/Assignor (Part I); Transferee/Assignee
         (Part II)
 
               II.  Transferee's/Assignee's Legal Qualifications
 
              III.  Transferee's/Assignee's Financial Qualifications
 
               IV.  Transferee's/Assignee's Technical Qualifications
 
               V.   Certification: Transferor/Assignor (Part I); Transferee/
                    Assignee (Part II)
 
   The transferor/assignor will fill out Part I of Section I and Part I of
   Section V.
 
   The transferee/assignee will fill out Part II of Section I; all of Sections
   II, III and IV, as appropriate; and Part II of Section V.
 
B. In addition to the information requested on this form, cable operators are
   required to submit all information required by the cable franchise agreement
   or applicable local law or that the franchising authority deems necessary or
   appropriate in connection with the transfer determination. Requests for such
   additional information by the franchise authority shall not toll the 120 day
   limit on franchise authority consideration of transfer requests.
 
C. This form should be filed with the local franchising authority. Prepare and
   submit an original and two copies of this form and all exhibits associated
   therewith. Number exhibits serially in the space provided in the body of the
   form and date each exhibit.
 
D. The names of the applicants shall be the exact corporate names, if
   corporation; if partnerships, the names of all general partners and limited
   partners with equity interests above 5%, and the names under which the
   partnerships do business; if unincorporated associations, the names of
   executive officers, their offices, and the names of the associations.
 
E. This application shall be personally signed by the applicant, if the
   applicant is an individual; by one of the partners, if the applicant is a
   partnership; by an officer, if the applicant is a corporation; by a member
   who is an officer, if the applicant is an unincorporated association; or by
   the applicant's attorney in case of the applicant's physical disability or of
   his/her absence from the United States. The attorney shall, in the event the
   attorney signs for the applicant, separately set forth the reason why the
   application is not signed by the applicant. In addition, if any matter is
   stated on the basis of the attorney's belief only (rather than his/her
   knowledge), he/she shall separately set forth his/her reason for believing
   that such statements are true.
 
F. All items must be answered fully and all necessary information furnished.
   Time and care should be devoted to all replies, which should reflect
   accurately the applicants' responsible consideration of the questions asked.
   If any items of the application are not applicable, write N.A. Defective or
   incomplete applications may be returned without consideration.
 
    FCC NOTICE TO INDIVIDUALS REQUIRED BY THE PRIVACY ACT AND THE PAPERWORK
                                 REDUCTION ACT
 
The disclosure of said information is solicited under the Communications Act of
1934, as amended, 47 U.S.C. Section 537. The disclosure of said information is
required to obtain the requested authority. The principal purpose of said
information is to provide basic legal, technological, financial and ownership
data concerning the qualifications of the proposed transferee/assignee. All
information provided in this form will be available for public inspection,
subject to local requirements.
 
Public reporting burden for this collection of information is estimated to
average 5 hours per application, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing the burden, to the Federal Communications
Commission, Records Management Division, AMD-PIRS, Washington, D.C. 20554, and
the Office of Management and Budget Paperwork Reduction Project (3060-0573),
Washington, D.C. 20503.
 
THE FOREGOING NOTICE IS REQUIRED BY THE PRIVACY ACT OF 1974, P.L. 93-579,
DECEMBER 31, 1974, U.S.C. 552a(e)3, AND THE PAPERWORK REDUCTION ACT OF 1980,
P.L. 95-511, DECEMBER 11, 1980, 44 U.S.C. 3507.
 
                                                            FCC 394 Instructions
                                                                    October 1993
<PAGE>   5
 
Federal Communications Commission                                Approved by OMB
Washington, D.C. 20554                                3060-0573 Expires 08/31/96
 
                                    FCC 394
 
                      APPLICATION FOR FRANCHISE AUTHORITY
                  CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
                         OF CABLE TELEVISION FRANCHISE

                                         ---------------------------------------
                                         FOR FRANCHISE AUTHORITY USE ONLY
                                         ---------------------------------------

SECTION I. GENERAL INFORMATION
 
<TABLE>
<S>                                                      <C>
--------------------------------------------------------------------------------------------------------------------------------
DATE July 28, 1995                                       1. Community Unit Identification Number:
--------------------------------------------------------------------------------------------------------------------------------

2. Application for:                   [X] Assignment of Franchise           [ ] Transfer of Control

--------------------------------------------------------------------------------------------------------------------------------
3. Franchising authority: The United States of America, by the Directorate of Contracting, United States Army 
   Fort Belvoir, Virginia
--------------------------------------------------------------------------------------------------------------------------------
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
   U.S. Army Fort Belvoir, Virginia
--------------------------------------------------------------------------------------------------------------------------------
5. Date system was acquired or (for systems constructed by the transferor/assignor) the
   date on which service was provided to the first subscriber in the franchise area:              August 1, 1986
--------------------------------------------------------------------------------------------------------------------------------
6. Proposed effective date of closing of the transaction assigning or transferring
   ownership of the system to transferee/assignee:                                           On or prior to 12/28/95
--------------------------------------------------------------------------------------------------------------------------------
7. Attach as an Exhibit a schedule of any and all additional information or material                             Exhibit No.
   filed with this application that is identified in the franchise as required to be                                            
   provided to the franchising authority when requesting its approval of the type of                        --------------------
   transaction that is the subject of this application.Exhibit No.
</TABLE>
 
PART I -- TRANSFEROR/ASSIGNOR
 
<TABLE>
<S>                         <C>                         <C>                         <C>
1. Indicate the name, mailing address, and telephone number of the transferor/assignor.
--------------------------------------------------------------------------------------------------------------------------------
Legal name of Transferor/Assignor (if individual, list last name first)

    Columbia Associates, L.P.
--------------------------------------------------------------------------------------------------------------------------------
Assumed name used for doing business (if any)

    Columbia Cable of Virginia
--------------------------------------------------------------------------------------------------------------------------------
Mailing street address or P.O. Box

    9 Greenwich Office Park
--------------------------------------------------------------------------------------------------------------------------------
City                        State                       ZIP CODE                    Telephone No. (include area code)

    Greenwich               CT                          06830                       (203) 661-1509
--------------------------------------------------------------------------------------------------------------------------------
2.(a)  Attach as an Exhibit a copy of the contract or agreement that provides for the assignment                 Exhibit No.
       or transfer of control (including any exhibits or schedules thereto necessary in order to                    2.(a)
       understand the terms thereof). If these is only an oral agreement, reduce the terms to               --------------------
       writing and attach. (Confidential trade, business, pricing or marketing information, or
       other information not otherwise publicly available, may be redacted).                                   [X] Yes [ ] No

  (b)  Does the contract submitted in response to (a) above embody the full and complete                    --------------------
       agreement between the transferor/assignor and the transferee/assignee?                                    Exhibit No.    
                                                                                                                                
       If No, explain in an Exhibit.                                                                        --------------------
</TABLE>
<PAGE>   6
 
PART II -- TRANSFEREE/ASSIGNEE
 
<TABLE>
<S>                            <C>        <C>                  <C>
1.(a) Indicate the name, mailing address, and telephone number of the transferee/assignee.
-----------------------------------------------------------------------------------------------------------------------
Legal name of Transferee/Assignee (if individual, list last name first)

     Jones Intercable of Alexandria, Inc.
-----------------------------------------------------------------------------------------------------------------------
Assumed name used for doing business (if any)
 
-----------------------------------------------------------------------------------------------------------------------
Mailing street address or P.O. Box

     9697 East Mineral Avenue
-----------------------------------------------------------------------------------------------------------------------
City                           State      ZIP Code             Telephone No. (include area code)

  Englewood                     CO         80122                        (303) 792-3111
-----------------------------------------------------------------------------------------------------------------------
 
 (b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
-----------------------------------------------------------------------------------------------------------------------
Name of contact person (list last name first)

     LeVoy, Katherine
-----------------------------------------------------------------------------------------------------------------------
Firm or company name (if any)

     Jones Intercable, Inc.
-----------------------------------------------------------------------------------------------------------------------
Mailing street address or P.O. Box

     9697 East Mineral Avenue
-----------------------------------------------------------------------------------------------------------------------
City                           State      ZIP Code             Telephone No. (include area code)

  Englewood                     CO         80112                        (303) 792-3111
-----------------------------------------------------------------------------------------------------------------------
 (c) Attach as an Exhibit the name, mailing address, and telephone number of each                      Exhibit No.  
     additional person who should be contacted, if any.                                                    n/a          
                                                                                                   --------------------
 (d) Indicate the address where the system's records will be maintained.
-----------------------------------------------------------------------------------------------------------------------
     Street Address

     4391 Dale Boulevard                                                                                       
-----------------------------------------------------------------------------------------------------------------------
City                                          State                  ZIP Code

  Woodbridge                                  Virginia                22193
-----------------------------------------------------------------------------------------------------------------------
2. Indicate on an attached exhibit any plans to change the current terms and conditions                Exhibit No.
   of service and operations of the system as a consequence of the transaction for which                   n/a
   approval is sought.                                                                             -------------------- 
</TABLE>
 
     There are no current plans to change the current terms and conditions of
service and operations of the system as a consequence of the transaction for
which approval is sought.
<PAGE>   7
 
SECTION I. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
 
<TABLE>
   <S>                     <C>                                      <C>
1. Transferee/Assignee is:
                           -----------------------------------------------------------------------------
   [XX]  Corporation       a. Jurisdiction of incorporation:        d. Name and address of registered   
                              Colorado                                 agent in jurisdiction:           
                           ----------------------------------                                           
                           b. Date of incorporation:                   The Corporation Company          
                              September 17, 1992                       1600 Broadway                    
                           ----------------------------------          Denver, CO 80202            
                           c. For profit or not-for-profit:                                        
                              For profit                                                           
                           -----------------------------------------------------------------------------
   [   ]  Limited          a. Jurisdiction in which formed:         c. Name and address of registered
          Partnership                                                  agent in jurisdiction:        
                           ----------------------------------                                        
                           b. Date of formation:                                                 

                           -----------------------------------------------------------------------------
   [   ]  General          a: Jurisdiction whose laws govern        b. Date of formation:
          Partnership         formation:                                               

                           -----------------------------------------------------------------------------
   [   ]  Individual                                                                      Exhibit No.
 
   [   ]  Other. Describe in an Exhibit.                                               -----------------
 
2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its 
   officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, 
   general partners, and limited partners holding an equity interest of more than 5%. Use only one
   column for each individual or entity. Attach additional pages if necessary. (Read carefully -- the 
   lettered items below refer to corresponding lines in the following table.)
 
   (a) Name, residence, occupation or principal business, and principal place of business. (If other 
   than an individual, also show name, address and citizenship of natural person authorized to vote 
   the voting securities of the applicant that it holds.) List the applicant first, officers, next, 
   then directors and, thereafter, remaining stockholders and/or partners.
   (b) Citizenship.
   (c) Relationship to the transferee/assignee (e.g., officer, director, etc.).
   (d) Number of shares or nature of partnership interest.
   (e) Number of votes.
   (f) Percentage of votes.
--------------------------------------------------------------------------------------------------------
(a)
     See Exhibit I92)
 
--------------------------------------------------------------------------------------------------------
(b)
 
--------------------------------------------------------------------------------------------------------
(c)
 
--------------------------------------------------------------------------------------------------------
(d)
 
--------------------------------------------------------------------------------------------------------
(e)
 
--------------------------------------------------------------------------------------------------------
(f)

--------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   8
 
<TABLE>
<S>  <C>                                                                <C>          <C>
3.   If the applicant is a corporation or a limited partnership, is     /X/  Yes     / /  No
     the transferee/assignee formed under the laws of, or duly
     qualified to transact business in, the State or other
     jurisdiction in which the system operates?
     If the answer is No, explain in an Exhibit.                            Exhibit No.

4.   Has the transferee/assignee had any interest in or in              / /  Yes     /X/  No
     connection with an application which has been dismissed or
     denied by any franchise authority?
     If the Answer is Yes, describe circumstances in an Exhibit.            Exhibit No.

5.   Has an adverse finding been made or an adverse final action        / /  Yes     /X/  No
     been taken by any court or administrative body with respect to
     the transferee/assignee in a civil, criminal or administrative
     proceeding, brought under the provisions of any law or
     regulation related to the following: any felony; revocation,
     suspension or involuntary transfer of any authorization
     (including cable franchises) to provide video programming
     services; mass media related antitrust or unfair competition;
     fraudulent statements to another governmental unit; or
     employment discrimination?
     If the answer is Yes, attach as an Exhibit a full description          Exhibit No.
     of the persons and matter(s) involved, including an
     identification of any court or administrative body and any
     proceeding (by dates and file numbers, if applicable), and the
     disposition of such proceeding.

6.   Are there any documents, instruments, contracts or                 / /  Yes     /X/  No
     understandings relating to ownership or future ownership rights
     with respect to any attributable interest as described in
     Question 2 (including, but not limited to, non-voting stock
     interests, beneficial stock ownership interests, options,
     warrants, debentures)?
     If Yes, provide particulars in an Exhibit.

7.   Do documents, instruments, agreements or understandings for the    /X/  Yes     / /  No
     pledge of stock of the transferee/assignee, as security for
     loans or contractual performance, provide that: (a) voting
     rights will remain with the applicant, even in the event of
     default on the obligation; (b) in the event of default, there
     will be either a private or public sale of the stock; and (c)
     prior to the exercise of any ownership rights by a purchaser at
     a sale described in (b), any prior consent of the FCC and/or of
     the franchising authority, if required pursuant to federal,
     state or local law or pursuant to the terms of the franchise
     agreement will be obtained?
     If No, attach as an Exhibit a full explanation.                        Exhibit No.

SECTION III -- TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS

1.   The transferee/assignee certifies that it has sufficient net       /X/  Yes     / /  No
     liquid assets on hand or available from committed resources to
     consummate the transaction and operate the facilities for three
     months.

2.   Attach as an Exhibit the most recent financial statements,             Exhibit No.
     prepared in accordance with generally accepted accounting                III(2)
     principles, including a balance sheet and income statement for
     at least one full year, for the transferee/assignee or parent
     entity that has been prepared in the ordinary course of
     business, if any such financial statements are routinely
     prepared. Such statements, if not otherwise publicly available,
     may be marked CONFIDENTIAL and will be maintained as
     confidential by the franchise authority and its agents to the
     extent permissible under local law.

SECTION IV -- TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS

Set forth in an Exhibit a narrative account of the transferee's/
assignee's technical qualifications, experience and expertise               Exhibit No.
regarding cable television systems, including, but not limited                  IV
to, summary information about appropriate management personnel 
that will be involved in the system's management and operations. 
The transferee/assignee may, but need not, list a representative 
sample of cable systems currently or formerly owned or operated.
</TABLE>
<PAGE>   9
 
SECTION V -- CERTIFICATIONS
 
Part I -- Transferor/Assignor
 
All the statements made in the application and attached exhibits are considered
material representations, and all the Exhibits are a material part hereof and
are incorporated herein as if set out in full in the application.
 
<TABLE>
<S>                                             <C>
-------------------------------------------------------------------------------------------------------------
 I CERTIFY that the statements in this          Signature
 application are true, complete and correct
 to the best of my knowledge and belief and     /s/  RICHARD H. ROSENCRANS
 are made in good faith.
-------------------------------------------------------------------------------------------------------------
                                                Date
 WILLFUL FALSE STATEMENTS MADE ON THIS FORM         July 28, 1995
 ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.    -------------------------------------------------------------
 U.S. CODE, TITLE 18, SECTION 1001.             Print full name
                                                    Richard H. Rosencrans
-------------------------------------------------------------------------------------------------------------
 Check appropriate classification
  / / Individual       / / General Partner       /X/ Corporate Officer           / / Other -- Explain:
                                                     (Indicate Title)
                                                     Vice President of Columbia
                                                     International, Inc., the 
                                                     general partner of
                                                     Columbia Associates, L.P.
-------------------------------------------------------------------------------------------------------------
</TABLE>
 
Part II -- Transferee/Assignee
 
All the statements made in the application and attached Exhibits are considered
material representations, and all the Exhibits are a material part hereof and
are incorporated herein as if set out in full in the application.
 
The transferee/assignee certifies that he/she:
 
(a) Has a current copy of the FCC's Rules governing cable television systems.
 
(b) Has a current copy of the franchise that is the subject of this application,
and of any applicable state laws or local ordinances and related regulations.
 
(c) Will use its best efforts to comply with the terms of the franchise and
applicable state laws or local ordinances and related regulations, and to effect
changes, as promptly as practicable, in the operation of the system, if any
changes are necessary to cure any violations thereof or defaults thereunder
presently in effect or ongoing.
 
<TABLE>
<S>                                             <C>
-------------------------------------------------------------------------------------------------------------
 I CERTIFY that the statements in this          Signature
 application are true, complete and correct     JONES INTERCABLE OF ALEXANDRIA, INC. 
 to the best of my knowledge and belief and     By: /s/  ELIZABETH STEELE            
 are made in good faith.                           ---------------------------------                                  
-------------------------------------------------------------------------------------------------------------
                                                Date
 WILLFUL FALSE STATEMENTS MADE ON THIS FORM       July 24, 1995
 ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.    -------------------------------------------------------------
 U.S. CODE, TITLE 18, SECTION 1001.             Print full name
                                                  Elizabeth Steele
-------------------------------------------------------------------------------------------------------------
 Check appropriate classification
  / / Individual       / / General Partner      /X/ Corporate Officer          / / Other -- Explain:
                                                    (Indicate Title)
                                                    Vice President/General
                                                    Counsel
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   10
 
<TABLE>
<S>                                             <C>
JONES COMMUNICATIONS OF                         COLUMBIA ASSOCIATES, L.P.
  VIRGINIA, INC., f/k/a                         9 Greenwich Office Park
  JONES INTERCABLE OF                           Post Office Box 4624
  ALEXANDRIA, INC.                              Greenwich, Connecticut 06830
9697 East Mineral Avenue
Englewood, Colorado 80155-33009
</TABLE>
 
                                                               November 21, 1995
 
Department of the Army
U.S. Army Fort Belvoir
Fort Belvoir, Virginia, 22060
Attention: Mr. Mark Newton
           Contracting Officer
           Directorate of Contracting
           Contracting Division
 
    Re:  Assignment of Cable Television Franchise Agreement
         No. DAHC35-90-H-0018, Fort Belvoir, Virginia
 
Ladies and Gentlemen:
 
     Reference is hereby made to the Cable Television Franchise Agreement, No.
DAHC 35-90-H-0018, dated August 8, 1990 (the "Franchise Agreement"), between the
United States of America as represented by the Contracting Officer of the
Directorate of Contracting of the Contracting Division of the United States Army
Fort Belvoir (the "U.S. Army Fort Belvoir") and Columbia Associates, L.P., a
Delaware limited partnership ("Columbia"). Reference is also hereby made to the
Asset Purchase Agreement, dated as of June 30, 1995 (the "Purchase Agreement"),
by and between Columbia and Jones Intercable, Inc., a Colorado corporation
("Jones"), pursuant to which Columbia agreed to sell to Jones (or any
wholly-owned subsidiary of Jones) substantially all of Columbia's assets
comprising its cable television systems in the Commonwealth of Virginia (the
"Systems"), including, without limitation, the cable television system currently
owned by Columbia which serves the U.S. Army Fort Belvoir in Fort Belvoir,
Virginia.
 
     Please be advised that Jones has assigned all of its rights and obligations
under the Purchase Agreement to its wholly-owned subsidiary, Jones
Communications of Virginia, Inc., a Colorado corporation formerly known as Jones
Intercable of Alexandria, Inc., ("Jones of Virginia"). It is currently
contemplated that the sale of the Systems by Columbia to Jones of Virginia shall
be consummated on November 29, 1995. Columbia and Jones of Virginia hereby agree
that upon the consummation of the sale of the Systems by Columbia to Jones of
Virginia, Columbia shall transfer and assign all of its rights, obligations,
duties and liabilities under the Franchise Agreement to Jones of Virginia and
Jones of Virginia shall assume all such rights, obligations, duties and
liabilities from Columbia. Jones of Virginia hereby also agrees that upon the
consummation of the sale of the Systems from Columbia to it, Jones of Virginia
shall perform all of its duties, liabilities and
<PAGE>   11
 
obligations under the Franchise Agreement in accordance with the terms and
conditions of the Franchise Agreement.
 
     Columbia and Jones of Virginia hereby jointly request that the U.S. Army
Fort Belvoir sign this letter agreement in the space provided for its signature
below in order to signify its consent to and agreement with the following items:
 
     1. The U.S. Army Fort Belvoir hereby consents to the sale of the Systems
from Columbia to Jones of Virginia pursuant to the terms of the Purchase
Agreement and to the transfer and assignment by Columbia to Jones of Virginia of
all of Columbia's rights, obligations, duties and liabilities under the
Franchise Agreement. The foregoing consent to the sale of the Systems from
Columbia to Jones of Virginia and to the transfer and assignment of all of
Columbia's rights, obligations, duties and liabilities under the Franchise
Agreement to Jones of Virginia shall be effective upon the closing of the sale
of the Systems by Columbia to Jones of Virginia. Such closing is currently
expected to occur on November 29, 1995 and notice of any cancellation, change or
termination of such closing date shall be given to the U.S. Army Fort Belvoir by
Columbia or Jones of Virginia.
 
     2. The U.S. Army Fort Belvoir hereby confirms that, to its knowledge, the
Franchise Agreement is currently in full force and effect, Columbia is currently
the authorized grantee under the Franchise Agreement, Columbia is in compliance
in all material respects with the terms and conditions of the Franchise
Agreement and no event has occurred or exists which would permit the U.S. Army
Fort Belvoir to revoke or terminate the Franchise Agreement.
 
     3. By virtue of the fact that in conjunction with the sale of the Systems
from Columbia to Jones of Virginia, Columbia and Jones of Virginia will be
entering into a Novation Agreement with the United States of America, as
represented by the Commanding General of the Marine Corps Base of Quantico,
Virginia, it is not necessary under any laws, rules, regulations, decrees or
orders of the United States of America for Columbia, Jones of Virginia and the
United States of America, as represented by the U.S. Army Fort Belvoir, to enter
into a separate Novation Agreement with respect to the sale of the Systems from
Columbia to Jones of Virginia or the transfer and assignment by Columbia to
Jones of Virginia of all of Columbia's rights, obligations, duties and
liabilities under the Franchise Agreement.
 
     4. Upon the execution of this letter agreement by the U.S. Army Fort
Belvoir, all actions and steps necessary to approve the sale of the Systems from
Columbia to Jones of Virginia and the transfer and assignment by Columbia to
Jones of Virginia of all of Columbia's rights, obligations, duties and
liabilities under the Franchise Agreement shall have been duly and validly taken
and no further actions or steps are required to be taken by the U.S. Army Fort
Belvoir, or any representative thereof, or by Columbia or Jones of Virginia, or
any representative thereof, in order to effectuate such sale, transfer and
assignment.
 
                                       -2-
<PAGE>   12
 
     Columbia and Jones of Virginia hereby jointly request that the U.S. Army
Fort Belvoir indicate its agreement with all of the foregoing terms of this
letter agreement by signing the three (3) enclosed copies of this letter
agreement in the space provided for its signature below, retaining one executed
copy of this letter agreement for its records and returning two executed (2)
copies of this letter agreement to Mr. Troy Fitzhugh, c/o Columbia Cable of
Virginia, 4391 Dale Boulevard, Woodbridge, Virginia 22193 ((703) 670-0189) as
soon as possible. This letter agreement may be executed in separate counterpart
copies, each of which shall be deemed to be an original, but all of which taken
together shall be deemed to be a single instrument.
 
     Thank you for your consideration of this request.
 
                                    Very truly yours,
 
                                    COLUMBIA ASSOCIATES, L.P.
 
                                    By: Columbia International, Inc.,
                                        its managing general partner


                                    By:
                                        ------------------------------------
                                        Name:  Richard H. Rosencrans
                                        Title: Vice-President
                                        Date:  November 21, 1995
 
                                    JONES COMMUNICATIONS OF VIRGINIA, INC.,
                                    JONES INTERCABLE OF ALEXANDRIA, INC.
 
                                    By: /s/  Elizabeth Steele
                                        ------------------------------------
                                        Name:
                                        Title:
                                        Date:  November 21, 1995
 
ACCEPTED AND AGREED IN ALL
RESPECTS AS OF THE DATE HEREOF:
 
DIRECTORATE OF CONTRACTING
CONTRACTING DIVISION
UNITED STATES ARMY FORT BELVOIR
FORT BELVOIR, VIRGINIA


By:
    ------------------------------------
    Name:  Mr. Mark Newton
    Title: Contracting Officer
    Date:
 
                                       -3-
<PAGE>   13
 
                              FRANCHISE AGREEMENT
 
                                    BETWEEN
 
                               FORT BELVOIR ARMY
                             FORT BELVOIR, VIRGINIA
 
                                      AND
 
                           COLUMBIA ASSOCIATES, L.P.
                                     D/B/A
                           COLUMBIA CABLE OF VIRGINIA
<PAGE>   14
 
                      CABLE TELEVISION FRANCHISE AGREEMENT
 
                              NO. DAHC35-90-H-0018
 
                         (SUPERSEDING DABT56-8I-C-0022)
 
                             FORT BELVOIR, VIRGINIA
 
                      AUGUST 8, 1990 THROUGH MAY 31, 2005
<PAGE>   15
 
                RENEWAL OF CABLE TELEVISION FRANCHISE AGREEMENT
                    FORT BELVOIR, VIRGINIA, DAHC35-90-H-0018
 
                               TABLE OF CONTENTS
 
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<S>               <C>                                                                                          <C>
ARTICLE I:        FRANCHISE TERM
  Section 1.      Renewal of Franchise Agreement                                                                 1

ARTICLE II:       GRANT OF AUTHORITY
  Section 1.      Designated Franchising Authority                                                               1
  Section 2.      Franchise Non-Exclusivity                                                                      1
  Section 3.      Notice to the Grantee                                                                          1

ARTICLE III:      DEFINITIONS                                                                                    1

ARTICLE IV:       FRANCHISE CONDITIONS
  Section 1.      Franchise Review and Modification                                                              4
  Section 2.      Performance Evaluation Session                                                                 5
  Section 3.      Renewal of Franchise                                                                           6
  Section 4.      Franchise Revocation Procedures                                                                7
  Section 5.      Termination of Franchise                                                                       8
  Section 6.      Franchise Fee                                                                                  8
  Section 7.      Insurance-Bonds-Indemnity                                                                      9
  Section 8.      Transfer of Franchise                                                                         10

ARTICLE V:        SUBSCRIBER FEES AND RECORDS
  Section 1.      Subscriber Fees                                                                               11
  Section 2.      Books and Records                                                                             12

ARTICLE VI:       SYSTEM OPERATIONS
  Section 1.      System Description and Service                                                                13
  Section 2.      Operational Requirements and Records                                                          13
  Section 3.      Tests and Performance Monitoring                                                              14
  Section 4.      Service, Adjustment and Complaint Procedure                                                   15
  Section 5.      Construction & Upgrading of Cable Systems                                                     16
  Section 6.      Protection of Privacy                                                                         17
  Section 7.      Area-Wide Interconnection of Cable System                                                     17
  Section 8.      Use of Cable System By Utilities                                                              18

ARTICLE VII:      DESIGNATED FRANCHISING AUTHORITY'S ADVISORY ROLE
  Section 1.      Establishment of Advisory Committee                                                           18

ARTICLE VIII:     GENERAL PROVISIONS
  Section  1.     Limits on Grantee's Recourse                                                                  18
  Section  2.     Compliance With State and Federal Law                                                         19
  Section  3.     Special License                                                                               19
  Section  4.     Franchise Validity                                                                            19
  Section  5.     Failure to Enforce Franchise                                                                  20
  Section  6.     Rights Reserved to the Grantor                                                                20
  Section  7.     Employment Requirement                                                                        20
  Section  8.     Time Essence of Agreement                                                                     20
  Section  9.     Liquidated Damages                                                                            21
  Section 10.     Grantee May Promulgate Rules                                                                  21
  Section 11.     Delegation of Powers                                                                          21
  Section 12.     Severability                                                                                  22
  Section 13.     Purchase Orders                                                                               22
  Section 14.     Incorporation of Provisions                                                                   22
  Section 15.     Incorporation of Grantee's Proposal                                                           21
  Section 16.     Acceptance                                                                                    22
Signature Page                                                                                                  23
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                                        i
<PAGE>   16
 
                RENEWAL OF CABLE TELEVISION FRANCHISE AGREEMENT
                    FORT BELVOIR, VIRGINIA, DAHC35-90-H-0018
 
                               TABLE OF CONTENTS
 
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<S>               <C>                                                             <C>
APPENDIX A:       Preconstruction Checklist                                         (4 pages)

APPENDIX B:       List of Subscriber Locations                                     (17 pages)

APPENDIX C:       Forms

               Form A -- Ownership and Control Information
               Form B -- Ownership Qualifications
               Form C -- Character Qualifications
               Form D -- Cable Holdings
               Form E -- Former Franchises or Ownership Interests
               Form F -- Financial Resources, Existing Capital Commitments, and
                         Potential Building Commitments
               Form G -- Financial Pro Forma
               Form H -- Service Areas, Construction Schedules, and Construction
                         Practices
               Form I -- Channel Capacity And System Design
               Form J -- Proposed Signal Carriage And Channel Allocations
               Form K -- Command Channel and Access Programming
               Form L -- Proposed Rates
               Form M -- Employment Practices
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                                       ii
<PAGE>   17
 
       RENEWAL OF CABLE TELEVISION FRANCHISE AGREEMENT, FORT BELVOIR, VA.
 
                           ARTICLE I: FRANCHISE TERM
 
SECTION I. RENEWAL OF FRANCHISE AGREEMENT.
 
A. Franchise Agreement No. DABT56-81-C-0022 granted on December 20, 1980 and
expiring May 31, 1990 to provide cable television services to U.S. Army Fort
Belvoir, Virginia, is hereby superseded by this renewal agreement number
DAHC35-90-H-0018.
 
B. The term of this renewed franchise agreement shall be no more than fifteen
(15) years and is effective on date of Grantee's acceptance and agreement
through May 31, 2005.
 
                         ARTICLE II: GRANT OF AUTHORITY
 
SECTION 1. DESIGNATED FRANCHISING AUTHORITY.
 
A. The Installation Commander of U.S. Army Fort Belvoir or his designate shall
act as the Designated Franchising Authority.
 
SECTION 2. FRANCHISE NON-EXCLUSIVITY.
 
A. Without regard to whether the terms "exclusive" or "non-exclusive" may be
used in the franchise agreement, no franchise granted shall be deemed to
preclude the Designated Franchising Authority from granting such other
franchise(s) to use and occupy the rights-of-way of the Installation for cable
television or any other purposes as the Designated Franchising Authority may
deem appropriate in order to serve the needs and interests of the U.S. Army, the
Installation and its personnel. Provided, however, if an additional franchise(s)
or other similar rights are granted, they shall not be granted on terms more
favorable than those contained in any preexisting franchise unless the
preexisting franchisee (Grantee) is permitted to abide by the most favorable
terms and conditions.
 
SECTION 3. NOTICE TO THE GRANTEE
 
A. Except as otherwise provided in the franchise, the Designated Franchising
Authority shall not take any final action involving the review, renewal,
revocation or termination of the Grantee's franchise unless the Designated
Franchising Authority has advised the Grantee in writing, at least thirty (30)
days prior to such action, as to the proposed action and permits the Grantee to
submit a response. The notice provided for in this Section shall be in addition
to, and not in lieu of, the notice to Grantee and opportunity to cure any
default provided for herein.
 
                            ARTICLE III: DEFINITIONS
 
The following terms, phrases, acronyms, words and their derivations shall have
the meaning given herein, unless the context clearly indicates that another
meaning is intended. When not inconsistent with the context, words used in the
present tense include the future, words in the plural number include the
singular number, and words in the singular number include the plural number. The
word "shall"is always mandatory and not merely directory.
 
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Franchise Agreement No. DAHC35-90-H-0018
 
A. "AR 25-1" -- Army Regulation 25-1, The Army Information Resources Management
Program. Army's policies and regulations for the management of information and
information systems in accordance with Information Mission Area concept
throughout the Army.
 
B. "Auxiliary Services" means any communications services in addition to
"regular subscriber services" including, but not limited to services for which a
per-program or per-channel charge is made, pay TV, burglar alarm services, data
or other electronic transmission services, facsimile reproduction services,
meter reading services and home shopping services, interactive two-way services
and any other service utilizing any facility or equipment of a cable television
system operating pursuant to a franchise granted under the franchise.
 
C. "Cable Retail Rate" means the rate charged for a single outlet of basic cable
television service charged to a cable customer.
 
D. "Cable Television System" (or "Cable Communications System") means any
non-broadcast facility consisting of a set of transmission paths and associated
signal generation, reception, and control equipment, that distributes or is
designed to distribute to subscribers audio, video and other forms of electronic
or electrical signals, but such term shall not include any such facility that
serves or will service only subscribers in one or more multiple unit dwellings
under common ownership, control or management, which does not use municipal or
installation rights-of-way.
 
E. "Channel (Video)" is a band of frequencies, six megahertz wide in the
electromagnetic spectrum capable of carrying one audio-visual television signal.
 
F. "Converter" means an electronic device which converts signals to a frequency
not susceptible to interference within the television receiver of a subscriber,
and by an appropriate channel selector also permits a subscriber to view all
signals delivered at designated dial locations.
 
G. "Designated Franchising Authority" means the person, department, office or
agency designated by the Installation Commander to act in matters related to
cable television. In the absence of any specific designation by the Installation
Commander, the Installation Commander or his designate shall act as the
designated franchising authority.
 
H. "Installation Commander" means the Commander of the U.S. Army Installation
which encompasses the cable television franchise area.
 
I. Installation Cable Television (CATV) Management Functions:
 
     1. Director of Information Management (DOIM): Provides overall staff
management and oversight. Operates the reserved government channels and
maintains the compliance log for monitoring compliance with the franchise.
 
     2. Director of Personnel and Community Affairs (DPCA) or a corresponding
Nonappropriated Fund Instrumentality. When
 
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Franchise Agreement No. DAHC35-90-H-0018
 
designated, functions as the primary authority for the CATV franchising/renewal
processes.
 
     3. Director, Facilities Engineer (DEH). Advises on construction and
installation sites.
 
     4. Public Affairs Officer. Advises and provides programming for the
reserved government channels.
 
     5. Contracting Officer, Directorate of Contracting (DOC) solicits and
negotiates proposals, and awards the franchise agreement.
 
     6. Chief, T-ASA, USAISEC. Assists the DOIM and the Contracting Officer on
technical aspects of the franchise agreement when requested.
 
I. "Fair Market Value" means the price that a willing buyer would pay to a
willing seller for a going concern.
 
J. "Federal Communications Commission" or "FCC" means the federal agency of that
name as constituted by the Communications Act of 1934, or any successor agency
created by the United States Congress.
 
K. "Franchise" means the non-exclusive rights granted hereunder to construct and
operate a cable television system along the public ways in the Installation, or
within specified areas in the Installation, and is not intended to include any
license or permit required for the privilege of transacting and carrying on a
business within the Installation as may be required by other franchises and laws
of the Installation.
 
L. "Franchise Area" means that portion of the Installation for which a franchise
is granted. If not otherwise stated in the franchise, the Franchise Area shall
be the geographic limits of the Installation including all territory thereafter
annexed to the Installation.
 
M. "Franchisee" -- see "Grantee"
 
N. "Grantee" means the natural person, partnership, domestic or foreign
corporation, association, joint venture, or organization of any kind granted a
franchise by the Designated Franchising Authority or his designee or its lawful
and approved successor, transferee or assignee. Formerly known as franchises.
 
O. "Gross Revenues" means all revenue derived directly or indirectly from the
operation or use of all or part of the franchise cable television system by the
Grantee, its affiliates, subsidiaries, parents, and any person in which the
Grantee has a financial interest including, but not limited to, revenue from
regular subscriber service fees, auxiliary service fees, installation and
reconnection fees, leased channel fees, converter rentals, studio rental,
production equipment and personnel fees, and advertising revenues; provided,
however, that this shall not include any taxes on services furnished by the
Grantee herein imposed directly upon any subscriber or user
 
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Franchise Agreement No. DAHC35-90-H-0018
 
by the State, local or other governmental unit and collected by the Grantee on
behalf of said governmental unit.
 
P. "Installation" means the U.S. Army Installation upon which the cable
television system shall be operated and the rights of way of which Installation
shall be utilized by the franchisee.
 
Q. "Persons" means any people, firms, corporations, associations or other
legally recognized entities.
 
R. "Right-of-Way" means the surface, the air space above the surface, and the
area below the surface of any street, highway, lane, path, alley, sidewalk,
boulevard, drive, bridge, tunnel, park, parkways, waterways, or other
right-of-way including utility easements or rights-of-way, and any temporary or
permanent fixtures or improvements located thereon now or hereafter held by the
Installation which shall entitle the Installation and the Grantee to the use
thereof for the purpose of installing and maintaining the Grantee's cable
television system.
 
S. "Regular Subscriber Service" means the distribution to subscribers of signals
over the cable television system on all channels except those for which a
per-program or per-channel charge is made, two-way services, and those intended
for reception by equipment other than a television broadcast receiver.
 
T. "Schools" means all public, or private tax-exempt educational institutions,
including qualified day care facilities, elementary and secondary schools, or
other educational facilities which may be located within or adjacent to the
franchise area.
 
U. "Subscriber" means any person who receives the regular subscriber service
and/or any one or more of such other services as may be provided by the
Grantee's cable television system, and does not further distribute such
service(s).
 
V. "Two-way Service" means the subscriber or any other location shall have the
capability to choose whether or not to respond immediately or by sequential
delay by utilizing any type of terminal equipment whatever, by push-button code,
dial code, meter, voice, video including, but not limited to, audio and video,
electrical or mechanically produced signal, display and/or interrogation.
 
W. "User" means a person or organization utilizing a system channel or system
equipment and facilities for purposes of production and/or transmission of
material, as contrasted with receipt thereof in a subscriber capacity.
 
                        ARTICLE IV: FRANCHISE CONDITIONS
 
SECTION 1. FRANCHISE REVIEW AND MODIFICATION.
 
A. It shall be the policy of the Designated Franchising Authority to amend a
franchise, upon application of the Grantee, when necessary to enable the Grantee
to take advantage of
 
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Franchise Agreement No. DAHC35-90-H-0018
 
advancements in the state-of-the-art which will afford it an opportunity to more
effectively, efficiently, or economically serve its subscribers; provided,
however, that this Section shall not be construed to require the Designated
Franchising Authority to make any amendment. Further, during the term of the
franchise, the Designated Franchising Authority may set forth the time and place
of a special meeting, the purpose of which will be to consider system
performance, system design modifications, and the possible need for the adoption
of reasonable and appropriate modifications of the franchise of a nature that
would not result in effectively terminating same.
 
SECTION 2. PERFORMANCE EVALUATION SESSION:
 
A. The Designated Franchising Authority and the Grantee shall hold scheduled
performance evaluation sessions once every three years within thirty (30) days
anniversary date of the Grantee's award of the franchise. The Designated
Franchising Authority shall notify the Grantee in writing, at least sixty (60)
days in advance, of each of the specified performance evaluation sessions of the
subject matter to be evaluated and any information required to be presented by
the Grantee.
 
B. Special evaluation sessions may be held at any time during the term of the
franchise at the request of the Designated Franchising Authority or the Grantee.
 
C. Topics which may be discussed at any scheduled or special evaluation session
may include, but are not limited to, payment of franchise fees, penalties, free
or discounted services, applications of new technologies, system performance,
services provided, programming offered, customer complaints, amendments to the
franchise, judicial or regulatory rulings, line extension policies and rules or
procedures of either the Grantee or Designated Franchising Authority.
 
D. During a review and evaluation by the Designated Franchising Authority, the
Grantee shall fully cooperate with the Designated Franchising Authority and
shall provide such information and documents as the Designated Franchising
Authority may need to reasonably perform its review.
 
E. If at any time during its review, the Designated Franchising Authority
determines that reasonable evidence exists of inadequate cable system
performance, it may require the Grantee to perform tests and analyses directed
toward the suspected inadequacies. The Grantee shall fully cooperate with the
Designated Franchising Authority in performing such testing and shall prepare
results and a report if requested within thirty (30) days after notice. Such
report shall include the following information.
 
     1. The nature of the complaint or problem which precipitated the special
tests;
 
     2. What system component was tested;
 
     3. The equipment used and procedures employed in testing;
 
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Franchise Agreement No. DAHC35-90-H-0018
 
     4. The method, if any, in which such complaint or problem was resolved;
 
     5. Any other information pertinent to said tests and analyses which may be
required.
 
     6. The Designated Franchising Authority may require the test to be
supervised at Grantee's expense by a professional engineer to be approved by the
Designated Franchising Authority not on the permanent staff of the Grantee. The
engineer shall sign all records of special tests and forward to the Designated
Franchising Authority such records with a report interpreting the results of the
test and recommending actions to be taken.
 
F. The Designated Franchising Authority's right under this section shall be
limited to requiring tests, analysis and reports covering specific subjects and
characteristics based on said complaints or other evidence when and under such
circumstances as the Designated Franchising Authority has reasonable grounds to
believe that the complaints or other evidence require that tests be performed to
protect the public against substandard cable service.
 
SECTION 3. RENEWAL OF FRANCHISE
 
A. At the expiration of the term for which a franchise is granted the Designated
Franchising Authority may grant a renewal franchise pursuant to procedures
consistent with the Cable Communications Act of 1984, or other applicable
Federal Law, for a term of such reasonable length as may be determined by the
Designated Franchising Authority in its discretion. If such Federal procedures
are repealed, any franchise holder desirous of renewing its franchise shall file
an application for renewal at least twelve (12) months prior to expiration of
the term of its currently existing franchise. All renewal applications shall
contain the information required by the Designated Franchising Authority and
shall be accompanied by such application fee as has been determined by the
Designated Franchising Authority. Upon receipt of said renewal application the
Designated Franchising Authority shall determine whether the
application/proposal meets the Installation's present and future
telecommunications needs and interests. Upon the conclusion of said public
hearing, the Board may issue a renewal franchise for an additional period of up
to fifteen (15) years, based upon a consideration of the applicable factors
specified in Federal Law. Nothing contained in this section shall be construed
or interpreted to grant to any franchise holder any vested right to a renewal
term at the expiration of the original term of its franchise or any renewal
period granted under the provisions of this subsection.
 
B. In the event the Designated Franchising Authority elects not to grant a
renewal of the franchise under the provisions of Section A of this article, the
franchise holder shall have a period of one (1) year to sell its CATV system to
a person approved by the Designated Franchising Authority, which approval shall
not be unreasonably withheld. In the alternative, the franchisee shall have a
period of one year after termination of service to remove, at its expense, all
portions of the CATV
 
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Franchise Agreement No. DAHC35-90-H-0018
 
system from the public rights-of-way. In the event such previous franchise
holder does not effectuate a sale of its CATV system to a person approved by the
Designated Franchising Authority or does not remove all portions of its CATV
system from said public rights-of-way within said period of one (1) year, the
portions of the CATV system that remain within said public rights-of-way shall
be forfeited to and shall thereby become the property of
 
C. In the period between termination of the franchise and the granting of
another franchise, which period shall not exceed ten (10) months, the Grantee
shall continue to provide service to the public as if its franchise were still
in effect.
 
SECTION 4. FRANCHISE REVOCATION PROCEDURES
 
A. Whenever a Grantee shall refuse, neglect or willfully fail to construct,
operate or maintain its cable television system or to provide service to its
subscribers in accordance with the material terms of the franchise, or to make
required extensions of service, or in any other way substantially violates the
material terms and conditions of the franchise or practices any fraud or deceit
upon the Designated Franchising Authority or its subscribers, or if a Grantee
becomes insolvent, or unable to or unwilling to pay its uncontested debts, or is
adjudged bankrupt, or seeks relief under the bankruptcy laws, then the franchise
may be revoked.
 
B. In the event the Designated Franchising Authority believes that grounds for
revocation exist or have existed, the Designated Franchising authority shall
notify Grantee, in writing, setting forth the nature and facts of such
noncompliance. If, within thirty (30) days following such written notification,
the Grantee has not furnished reasonably satisfactory evidence that corrective
action has been taken or is being actively and expeditiously pursued, or that
the alleged violations did not occur, or that the alleged violations were beyond
the Grantee's control, the Designated Franchising Authority may schedule a
hearing in accordance with procedures established herein.
 
C. The Designated Franchising Authority shall not revoke a franchise pursuant to
this Section until it has given written notice to the Grantee that it proposes
to take such action, and the grounds therefor. The Designated Franchising
Authority shall not revoke a franchise until the Grantee, or its representative,
has had reasonable opportunity to be heard before the Designated Franchising
Authority and show that the proposed grounds for revocation did not or do not
exist, as the case may be.
 
D. At such hearing, the Designated Franchising Authority shall be required to
present evidence establishing Grantee's breach of its obligations under the
franchise and Grantee shall have the right to examine witnesses and present
evidence on its behalf. At the conclusion of the public hearing, the Designated
Franchising Authority shall determine whether the franchise should be revoked
and shall set forth in writing, the facts and reasons upon which its decision is
based.
 
E. A Grantee shall not be subject to the sanctions of this Section for any act
or omission wherein such act or omission was
 
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Franchise Agreement No. DAHC35-90-H-0018
 
beyond the Grantee's control. An act or omission shall not be deemed to be
beyond a Grantee's control if committed, omitted, or caused by a corporation or
other business entity which holds a controlling interest in the Grantee, whether
held directly or indirectly. Further, the inability of a Grantee to obtain
financing, for whatever reason, shall not be an act or omission which is "beyond
the Grantee's control."
 
SECTION 5. TERMINATION OF FRANCHISE
 
A. In the event the franchise is terminated, whether by revocation, expiration,
or otherwise, the Grantee may continue to operate the cable system pursuant to
the terms and conditions of the terminated franchise, until the happening of one
of the following:
 
     1. A new franchise or an extension of an expired franchise is granted;
 
     2. In the case of a revocation, or a denial of renewal or extension, the
Grantee has acquiesced in such decision or a final adjudication has been made,
including any appeal, and has resulted in a finding or order that Grantee is not
entitled to a reinstatement, renewal or extension of the Franchise and is not
otherwise entitled by law to continue operation of the cable system. The passage
of six months with no appeal to an appellate court.
 
     3. In the event that the Designated Franchising Authority denies renewal or
revokes the franchise, Grantee shall be afforded a period of one (1) year, from
the effective date of the final order denying renewal or revoking the franchise,
including any appeal to transfer or convey the cable system. Approval of such a
transfer shall not be unreasonably withheld. In the alternative the Grantee
shall have a period of one year to remove, at its expense, all portions of the
CATV system from the public rights-of-way. In the event the Grantee does not
effectuate a sale of its CATV system to a person approved by the Designated
Franchising Authority for a new franchise or does not remove all portions of its
CATV system from the said public rights-of-way within said period of one (1)
year, the portions of the CATV which remain within the public rights-of-way
shall be forfeited to and shall thereby become the property of the Installation.
 
B. Nothing contained in the franchise shall be construed to limit any power the
U.S. Army, the Installation, or the Designated Franchising Authority may have to
condemn any property of the Grantee or to obtain such property through the power
or eminent domain or through other lawful exercise of its power.
 
SECTION 6. FRANCHISE FEE
 
A. In conjunction with the Grantee's provision of free cable service to various
locations as described in Article VI, Section 1.B, and Grantee's intention to
provide cable television service to post subscribers at lower rates than those
generally charged for equivalent cable service in the Washington, D.C. area, the
Army waives its right to a franchisee fee in order to allow post
 
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Franchise Agreement DAHC35-90-H-0018
 
subscribers the best variety of quality programming/stations at the lowest rates
possible. However, the Designated Franchising Authority may request to negotiate
a fee if in its opinion rates are increased for post subscribers to a level that
does not reflect the absence of a franchisee fee.
 
SECTION 7. INSURANCE-BONDS-INDEMNITY
 
A. Upon the granting of a renewal and at all times during the term of the
franchise, including the time for removal of facilities or management as a
trustee as provided for herein, the Grantee shall obtain, pay all premiums for,
and file with the Installation written evidence of payment of premiums and
executed duplicate copies of the following:
 
1. A general comprehensive liability policy indemnifying, defending and saving
harmless the Installation, its officers, agents or employees from any and all
claims by any person whatsoever on account of injury to or death of a person or
persons occasioned by the operations of the Grantee under the franchise herein
granted, or alleged to have been so caused or occurred, with a minimum liability
of One Million Dollars ($1,000,000) per personal injury or death of any one
person and Three Million Dollars ($3,000,000) for personal injury or death of
any two or more persons in any one occurrence.
 
2. Property damage insurance indemnifying, defending, and saving harmless the
Installation, its officers, boards, commissions, agents and employees from and
against all claims by any person whatsoever for property damage occasioned by
the operation of Grantee under the franchise herein granted, or alleged to have
been so caused or occurred, with a minimum liability of One Million Dollars
($1,000,000) for property damage to the property of any one person and Three
Million Dollars ($3,000,000) for property damage to the property of two or more
persons in any one occurrence.
 
3. A performance bond running to the Installation with good and sufficient
surety approved by the Installation in the amount specified in the franchise, or
if no amount is specified therein, then in the sum of Five Hundred Thousand
Dollars ($500,000), conditioned upon the faithful performance and discharge of
the obligations imposed by the franchise. The Installation's right to recover
under the bond shall be in addition to any other rights retained by the
Installation under this franchise and other applicable law. Any proceeds
recovered under the bond may be used to reimburse the Installation for the loss
of valuable consideration given for the grant of the franchise and such
additional expenses as may be incurred by the Installation as a result of
Grantee's failure to comply with the obligations imposed by this franchise and
the franchise including, but not limited to, attorney's fees and costs of any
action or proceeding, the cost of refranchising, and the cost of removal or
abandonment of any property, or other costs which may be in default.
 
B. The bond and all insurance policies called for herein shall be issued by
companies licensed to do business within the Installation, and shall be in a
form satisfactory to the Army and
 
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Franchise Agreement No. DAHC35-90-H-0018
 
shall require thirty (30) days written notice of any cancellation to both the
Designated Franchising Authority and the Grantee. The Grantee shall, in the
event of any such cancellation notice, obtain, pay all premiums for, and file
with the Installation, written evidence of the issuance of replacement bond or
policies within thirty (30) days following receipt by the Designated Franchising
Authority or the Grantee of any notice of cancellation.
 
C. The Grantee shall, at its sole cost and expense, indemnify and hold harmless
the Installation, its officials, boards, commissions, consultants, agents and
employees against any and all claims, suits, causes of action, proceedings, and
judgments for damage arising out of the award of a franchise to the Grantee and
its operation of the cable television system under the franchise. These damages
shall include, but not be limited to, penalties arising out of copyright
infringements and damages arising out of any failure by Grantee's cable
television system whether or not any act or omission complained of is
authorized, allowed, or prohibited by the franchise. Indemnified expenses shall
include, but not be limited to, all out-of pocket expenses, such as attorney
fees, and shall also include the reasonable value of any services rendered by
the Designated Franchising Authority or any consultants, agents and employees of
the Designated Franchising Authority.
 
SECTION 8. TRANSFER OF FRANCHISE
 
A. A franchise shall be a privilege to be held in personal trust by the Grantee.
It shall not be assigned, transferred, sold or disposed of, in whole or in part,
by voluntary sale, sale and leaseback, merger, consolidation or otherwise or by
forced or involuntary sale, without prior consent of the Designated Franchising
Authority expressed by resolution and then on only such conditions as may
therein be prescribed. Any sale, transfer or assignment not made according to
the procedures set forth in the franchise shall render the franchise void. The
sale, transfer or assignment in bulk of the major parts of the tangible assets
of the Grantee shall be considered an assignment and shall be subject to the
provisions of this Section.
 
B. Any sale, transfer or assignment authorized by the Designated Franchising
Authority shall be made by a bill of sale or similar document, an executed copy
of which shall be filed with the Designated Franchising Authority within thirty
(30) days after any such sale, transfer or assignment. The Designated
Franchising Authority shall not withhold its consent unreasonably; provided,
however, the proposed assignee agrees to comply with all the provisions of the
franchise and amendments thereto, and must be able to provide proof of legal,
technical, financial, and character qualifications as determined by the
Designated Franchising Authority.
 
C. No such consent shall be required for a transfer in trust, mortgage, or other
instrument of hypothecation, in whole or in part, to secure an indebtedness
except when such hypothecation shall exceed seventy-five percent (75%) of the
fair market value (as defined in Article III) of the property used by the
Grantee in the operation of its cable television system. Prior
 
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Franchise Agreement No. DAHC35-90-H-0018
 
consent of the Designated Franchising Authority, expressed by resolution, shall
be required for such transfer and said consent shall not be withheld
unreasonable.
 
D. Prior approval of the Designated Franchising Authority shall be required
where ownership or control of twenty percent (20%) or more of the right of
control of the Grantee is acquired during the term of the franchise in any
transaction or series of transactions by a person or group of persons acting in
concert, none of whom owned or controlled twenty percent (20%) or more of such
right of control, singularly or collectively on the effective date of the
franchise. By its acceptance of this franchise the Grantee specifically grants
and agrees that any such acquisition occurring without prior approval of the
Designated Franchising Authority shall render the franchise void.
 
E. The consent of the Designated Franchising Authority to any sale, transfer,
lease, trust, mortgage or other instrument of hypothecation shall not constitute
a waiver or release of any of the rights of the Installation under the
franchise.
 
                     ARTICLE V: SUBSCRIBER FEES AND RECORDS
 
SECTION 1. SUBSCRIBER FEES
 
A. The Grantee agrees that the Designated Franchising Authority shall have the
authority and right to cause the Grantee's fees for all services, to the extent
permitted by law or FCC rules and regulations, to conform to the provisions
contained herein.
 
B. All charges to subscribers shall be consistent with a schedule of fees for
all services offered as established by the Grantee. Changes in the fee schedule
shall not take effect until at least thirty (30) days after notification of same
is delivered to the Designated Franchising Authority and to current subscribers
and users.
 
C. The Grantee shall not, with regard to fees, discriminate or grant any
preference or advantage to any person; provided, however, that the Grantee may
establish different rates for different classes of subscribers, provided that
the Grantee not discriminate between any subscribers of the same class.
 
D. The Grantee shall be required to apprise in writing each new subscriber of
all applicable fees and charges for providing cable television service.
 
E. Grantee may, at its own discretion, in a non-discriminatory manner, waive,
reduce or suspend connection fees and/or monthly service fees for promotional
purposes.
 
F. Except as may be otherwise provided in a franchise, a subscriber shall have
the right to have its service disconnected without charge; such disconnection
shall be made as soon as practicable and in no case later than thirty (30) days
following notice to the Grantee of same. No Grantee shall enter into any
agreement with a subscriber which imposes any charge following disconnection of
service, except for reconnection and subsequent monthly or periodic charges, and
those charges shall be no
 
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Franchise Agreement No. DAHC35-90-H-0018
 
greater than charges for new customers. This Section shall not prevent a Grantee
from refusing service to any person because the Grantee's prior accounts with
that person remain due and owing.
 
G. Except as may be otherwise provided in a franchise, a Grantee may offer
service which requires advance payment of periodic service charges for no more
than one (1) year in advance subject to the conditions contained in this
paragraph. A customer shall have the right, at any time, to have its service
disconnected without charge and with a refund of unused service charges paid to
the customer within thirty (30) days from the date of service.
 
H. Bulk Rate: In addition to the individually billed subscribers served by the
Grantee, the Grantee will enter into annual appropriated and nonappropriated
fund contracts/orders. The bulk rate described in Form L, page 3 of 3, will
apply to those buildings that contain nine (9) or more cable outlets. Any
increase in the bulk rates will take effect on the first day of the Government
fiscal year, currently October 1st.
 
SECTION 2. BOOKS AND RECORDS.
 
A. A Grantee shall, (1) within thirty (30) days following the acceptance of a
franchise, and (2) at least yearly thereafter, and (3) within thirty (30) days
of the change of ownership of three percent (3%) or more of the outstanding
stock or equivalent ownership interest of a Grantee, furnish the Designated
Franchising Authority a list, showing the names and addresses of persons owing
three percent (3%) or more of the outstanding stock or equivalent ownership
interest of the Grantee. Such a list shall include a roster of the Grantee's
officers and directors (or equivalent managerial personnel) and their addresses.
 
B. A Grantee shall maintain books and records of its operations within the
Installation to show total revenues by service category in sufficient detail,
consistent with generally accepted accounting principles.
 
C. A Grantee shall maintain such books and records for the Franchise Area
specified in the franchise separately from any other operations; provided,
however, that any expenses or expenditures which apply to both the system in
said Franchise Area and any other operations shall be reasonably allocated
between all such operations, consistent with generally accepted accounting
principles. Such books and records shall be retained, in any reasonable form,
for a period of not less than fifteen (15) years. The Designated Franchising
Authority shall have the right to extend the retention period through the term
of any renewed franchise.
 
D. The books and records of the Grantee's operation within the Installation
shall be made available during normal business hours for inspection and audit by
the Designated Franchising Authority within thirty (30) days after such request
has been made.
 
E. Copies of the Grantee's schedule of charges, contract or application forms
for subscriber service, policy regarding the processing of subscriber
complaints, delinquent subscriber disconnect and reconnect procedures and any
other terms and
 
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Franchise Agreement No. DAHC35-90-H-0018
 
conditions adopted as the Grantee's policy in connection with its subscribers,
including amendments thereto or changes thereof, shall be filed with the
Designated Franchising Authority and shall be made available for inspection by
the public in the Grantee's local office.
 
                         ARTICLE VI: SYSTEM OPERATIONS
 
SECTION 1. SYSTEM DESCRIPTION AND SERVICE
 
A. The cable television system installed by Grantee shall comply in all respects
with the technical performance requirements set forth in the FCC's Rules for
Cable Television including applicable amendments thereto; provided, however,
that nothing contained herein shall be construed to prohibit the Grantee from
proposing to comply with more rigid technical performance requirements, in which
case the Grantee's application shall be incorporated by reference in the
franchise and will be binding on the Grantee. If the FCC should delete said
requirements, the Designated Franchising Authority hereby reserves the right to
amend the franchise to incorporate similar standards and every franchise granted
shall be subject to such reserved power whether or not expressly so conditioned.
 
B. Grantee shall provide without charge a single outlet of basic service to post
firehouses, hospitals, barrack dayrooms and recreation centers. Any other
government buildings requiring cable television service would contract for
services through normal contract/order procedures as per Article VIII, Section
13. However, if it is necessary to extend Grantee's trunk or feeder lines more
than three hundred (300) feet solely to provide service to any such public
building, the Installation or such other building occupant shall have the option
either of paying Grantee's direct costs for such extension in excess of three
hundred (300) feet, or of releasing Grantee from the obligation to provide
service to such building.
 
C. The Grantee shall not permit the transmission of any programming which by law
is under its control that is obscene otherwise constitutionally unprotected
speech. At the option of the subscriber, the Grantee shall provide at cost a
device capable of locking out any premium programming video and audio signals.
 
SECTION 2. OPERATIONAL REQUIREMENTS AND RECORDS
 
A. Grantee shall construct, operate, and maintain the cable television system in
full compliance with the rules and regulations, including applicable amendments,
of the Federal Communications Commission and all other applicable Federal,
State, or local laws and regulations, including the latest editions of the
National Electrical Safety Code and the National Fire Protection Association
National Electrical Code. The cable television system and all its parts shall be
subject to inspection by the Designated Franchising Authority, to review a
Grantee's construction plans prior to the commencement of construction.
 
B. Grantee shall not be required to maintain an office on the installation
except the Grantee shall be required to maintain
 
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Franchise Agreement No. DAHC35-90-H-0018
 
a location on post for the drop-off of converters by disconnecting subscribers.
The SOSA office would be deemed as an appropriate location for this purpose.
Grantee shall employ an operator or maintain a telephone answering service
twenty-four (24) hours per day, each day of the year, to receive subscriber
complaints.
 
C. Grantee shall exercise its best effort to design, construct, operate, and
maintain the systems at all times so that signals carried are delivered to
subscribers without material degradation in quality (within the limitations
imposed by the technical state-of-the art).
 
D. A listing of all correspondence, petitions, reports, applications and other
documents sent or received by Grantee from Federal or State agencies having
appropriate jurisdiction in matters affecting cable television operation shall
be furnished by the Grantee to the Designated Franchising Authority within sixty
(60) days of submission or receipt of such documents by Grantee upon request by
the Designated Franchising Authority, copies of any such document shall be
submitted to the Designated Franchising Authority by the Grantee within thirty
(30) days of such request.
 
E. In the case of any emergency or disaster, the Grantee shall, upon request of
the Designated Franchising authority, make available its facilities to the
Installation, without costs, for emergency use during the emergency or disaster
period.
 
SECTION 3. TESTS AND PERFORMANCE MONITORING.
 
A. Not later than ninety (90) days after any new or substantially rebuilt
portion of the system is made available for service to subscribers, technical
performance tests shall be conducted by the Grantee to demonstrate full
compliance with the Technical Standards of the Federal Communications Commission
and the terms of the franchise granted hereunder. Such tests shall be performed
by, or under the supervision of, a qualified registered professional engineer or
an engineer with proper training and experience. A copy of the report shall be
submitted to the Designated Franchising Authority, describing test results and
test procedures, and the qualifications of the engineer responsible for the
tests.
 
B. System monitor test points shall be established at or near the output of the
last amplifier in the longest feeder line, at or near trunk line extremities, or
at the locations to be specified in the franchise. Such periodic tests shall be
made at the test points as shall be described by the Designated Franchising
Authority, consistent with FCC rules.
 
C. At any time after commencement of service to subscribers, the Designated
Franchising Authority may require additional reasonable tests, including full or
partial repeat tests, different test procedures, or tests involving a specific
subscriber's terminal, at the Grantee's expense to the extent such tests may be
performed by the Grantee's employees utilizing its existing facilities and
equipment; provided, however, that the Designated Franchising authority reserves
the right to
 
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<PAGE>   31
 
Franchise Agreement No. DAHC35-90-H-0018
 
conduct its own tests upon reasonable notice to the Grantee and if
non-compliance is found, the expense thereof shall be borne by the Grantee. The
Designated Franchising Authority will endeavor to arrange its request for such
special tests so as to minimize hardship or inconvenience to Grantee or to the
subscriber.
 
D. A copy of the annual performance tests report required by the Federal
Communications Commission shall be submitted to the Designated Franchising
Authority within thirty (30) days of its completion.
 
E. The Designated Franchising Authority shall have the right to employ qualified
consultants if necessary or desirable to assist in the administration of this,
or any other, section of the franchise.
 
SECTION 4. SERVICE, ADJUSTMENT AND COMPLAINT PROCEDURE
 
A. Except for circumstances beyond the Grantee's control such as strikes, acts
of God, weather, wars, riots and civil disturbances, the Grantee shall establish
a maintenance service capable of locating and correcting major system
malfunctions promptly. Said maintenance service shall be available at all hours,
to correct such major system malfunctions affecting a number of subscribers.
 
B. A listed local telephone number shall be made available to subscribers for
service calls at any time of the day or night. Investigative action shall be
initiated in response to all service calls, other than major outages, not later
than the next business day after the call is received. Corrective action shall
be completed as promptly as practicable. Appropriate records shall be made of
service calls showing when and what corrective action was completed. Such
records shall be available to the Designated Franchising Authority during normal
business hours and retained in Grantee's files for not less than three (3)
years.
 
C. The Grantee shall furnish each subscriber at the time service is installed
written instructions that clearly set forth procedures for placing a service
call, or requesting an adjustment. Said instructions shall also include the
name, address and telephone number of the designated employee of the Designated
Franchising Authority and a reminder that the subscriber can call or write the
designated employee for information regarding terms and conditions of the
Grantee's franchise if the Grantee fails to respond to the subscriber's request
for installation, service or adjustment within a reasonable period of time.
 
D. In the event a subscriber does not obtain a satisfactory response or
resolution to his request for service or an adjustment within a reasonable
period of time, he may advise the Designated Franchising Authority in writing of
his dissatisfaction and the Designated Franchising Authority shall have the
authority to investigate the matter and order corrective action as may be
appropriate.
 
E. The Grantee shall interrupt system service after 7:00 a.m. and before 1:00
a.m. of the following day only with good cause
 
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Franchise Agreement No. DAHC35-90-H-0018
 
and for the shortest time possible and, except in emergency situations, only
after cablecasting notice of service interruption at least twenty-four (24)
hours in advance of the service interruption. Service may be interrupted between
1:00 a.m. and 7:00 a.m. for routine testing, maintenance, and repair, with
notification, on any day except Saturday or Sunday, or a holiday.
 
SECTION 5. CONSTRUCTION & UPGRADING OF CABLE SYSTEMS
 
A. All transmission lines, equipment and structures shall be so installed and
located as to cause minimum interference with the rights and appearance of the
franchise area. The Grantee shall at all times employ reasonable care and shall
install and maintain in use commonly accepted methods and devices for preventing
failures and accidents which are likely to cause damage, injuries, or nuisances
to the installation. Suitable barricades, flags, lights, flares, or other
devices shall be used at such times and places as are reasonably required for
the safety of the Installation.
 
B. All plans for construction, rebuild or upgrading of more than five (5) miles
of system shall be approved by the appropriate Government personnel identified
by the Government to the Grantee. Any change in the identities of the
appropriate Governmental personnel will be communicated to the Grantee as soon
as the change in personnel takes place. The following steps presented below will
apply in cases of Government approved projects:
 
  1. Preconstruction Meeting. The basic purpose of the preconstruction meeting
is coordination and an exchange of knowledge as to Army installation's
construction standards, available resources and various other construction
related requirements. The preconstruction checklist at Appendix A shall be
utilized by the operator.
 
  2. First Construction Meeting. The preconstruction checklist shall be
completed prior to the first construction meeting and all design issues should
be resolved. Issues include permissible cable routes, available poles and
conduits, special service locations and internal building wiring design. The
operator shall provide a construction schedule to include the following items:
 
     a. System Activitation Date
 
     b. System Completion Date
 
     c. Technical Performance and Picture Quality Check (estimated date)
 
     d. Begin Marketing (estimated date)
 
     e. Begin Installations (estimated date)
 
     Monthly construction reports shall be submitted. The reports shall include
amount of feet of cable installed, the amount of electronics spliced, amount of
feet of plant activated and status of permits and easements required. The report
should note the barracks which have been wired, operator comments and any
revision of the construction schedule.
 
  3. Construction Completion. A Technical Performance and Picture Quality Check
Report shall be completed. The operator would then be permitted to commence
normal operations.
 
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Franchise Agreement No. DAHC35-90-H-0018
 
SECTION 6. PROTECTION OF PRIVACY
 
A. Grantee shall not permit the transmission of any signal, aural, visual or
digital, including "polling" the channel selection, from any subscriber's
premises without first obtaining the informed consent of the subscriber, which
shall not have been obtained from the subscriber as a condition of any service
for which transmission is not an essential element. The request for such consent
shall be contained in a separate document which enumerates and describes the
transmissions being authorized and includes a prominent statement that the
subscriber is authorizing the permission in full knowledge of its provision, and
shall be revocable at any time by the subscriber without penalty of any kind
whatsoever. This provision is not intended to prohibit the use or transmission
of signals useful only for the control or measurement of system performance or
used only for billing subscribers.
 
B. Grantee shall not permit the Designated Franchising Authority of any special
terminal equipment in any subscriber's premises that will permit transmission
from the subscriber's premises of two-way services utilizing aural, visual or
digital signals without first obtaining written permission of the subscriber as
provided in Paragraph A of this Section.
 
C. Grantee, or any of its agents or employees, shall not, without the specific
written authorization of the subscriber involved as provided in Paragraph A of
this Section, sell or otherwise make available to any party any list which
identifies the viewing habits or responses of individual subscribers.
 
SECTION 7. AREA-WIDE INTERCONNECTION OF CABLE SYSTEM
 
A. Grantee, if ordered to do so by the Designated Franchising Authority, shall
interconnect Access Channels and/or Local Origination Channels of its cable
television system with any or all other cable systems providing service in
adjacent areas.
 
B. Upon receiving an order to interconnect, the Grantee shall make a good faith
effort to obtain agreements for the sharing of interconnection costs among all
interconnecting companies. The Designated Franchising Authority may extend the
time to interconnect or may rescind its order to interconnect upon finding that
the Grantee has made a good faith effort but has been unable to obtain a
reasonable interconnection agreement or that the cost of the interconnection
would cause an unreasonable increase in subscriber rates.
 
C. Grantee shall cooperate with any entity established for the purpose of
regulating, financing, or otherwise providing for the interconnection of cable
television systems.
 
D. The Designated Franchising Authority does not require Grantee to provide
Local Origination equipment that is compatible with that used by other cable
systems within the adjacent areas.
 
E. Grantee shall make every reasonable effort to cooperate with cable television
franchise holders in contiguous communities in order to provide cable service in
areas outside the Grantee's Franchise Area.
 
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Franchise Agreement No. DAHC35-90-H-0018
 
SECTION 8. USE OF CABLE SYSTEM BY UTILITIES
 
A. Grantee shall, upon request by the Designated Franchising Authority, provide
channel capacity and technical assistance to permit appropriate public or
private utilities companies to utilize the cable system in conjunction with
utility service or other necessary services. The Grantee shall provide such
channel capacity as may be needed for government services. Reasonable charges
may be made for provision of additional equipment or labor which may be needed
in order to provide or facilitate such uses of the system by the Designated
Franchising Authority. The Grantee shall use its best efforts to provide the
services and facilities required to accommodate the use of the cable systems for
these purposes.
 
         ARTICLE VII: DESIGNATED FRANCHISING AUTHORITY'S ADVISORY ROLE
 
SECTION 1. ESTABLISHMENT OF ADVISORY COMMITTEE
 
A. The Designated Franchising Authority may create a committee to act as an
advisory body to the Designated Franchising Authority with regard to issues
affecting the operation of government, public or educational access channels,
and the programs offered on such channels on the cable television system(s) on
the Installation. In its advisory capacity, the Committee shall endeavor to
promote and develop maximum involvement and utilization of the public and
educational/cultural access channels.
 
B. The Committee may have the following specific functions, but not necessarily
be limited to these functions:
 
  1. Develop a plan for maximum involvement and utilization of the public and
educational or government access channels.
 
  2. Submit annually a written advisory report to the Designated Franchising
Authority reviewing said plan, recommending changes thereto, and describing
fully the actions of the Committee for the preceding year.
 
  3. Assure that the operation of the non-government access channels remains
free from direct or indirect program censorship, and governmental interference
with, or control of, program content.
 
  4. Adopt rules and regulations governing its meetings and other activities.
 
  5. Perform such other advisory functions as the Designated Franchising
Authority may direct.
 
  6. The Committee may appear before the Designated Franchising Authority in any
proceedings on matters pertaining to the cable communications system.
 
                        ARTICLE VIII: GENERAL PROVISIONS
 
SECTION 1. LIMITS ON GRANTEE'S RECOURSE
 
A. Except as expressly provided in the franchise, the Grantee shall have no
recourse against the Designated Franchising
 
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<PAGE>   35
 
Franchise Agreement No. DAHC35-90-H-0018
 
Authority for any loss, expense or damage resulting from the terms and
conditions of the franchise or because of the Designated Franchising authority's
enforcement thereof nor for the Designated Franchising Authority's failure to
have the authority to grant the franchise. The Grantee expressly agrees that
upon its acceptance of the franchise it does so relying upon its own
investigation and understanding of the power and authority of the Designated
Franchising Authority to grant said franchise.
 
B. The Grantee, by accepting the franchise, acknowledges that it has not been
induced to accept same by any promise, verbal or written, by or on behalf of the
Designated Franchising Authority or by any third person regarding any term or
condition of the franchise not expressed therein. The Grantee further pledges
that no promise or inducement, oral or written, has been made to any
Installation employee or official regarding receipt of the cable television
franchise.
 
C. The Grantee further acknowledges by acceptance of the franchise that it has
carefully read the terms and conditions of the franchise and accepts without
reservation the obligations imposed by the terms and conditions herein.
 
D. The decision of the Designated Franchising Authority concerning Grantee
selection and awarding of the franchise shall be final.
 
SECTION 2. COMPLIANCE WITH STATE AND FEDERAL LAW
 
A. The Grantee shall, at all times, comply with all laws of the State and
Federal government and the rules and regulations of any Federal or State
administrative agency; provided, however, this Section shall not be construed to
require the Designated Franchising Authority to make an initial determination of
any such violation.
 
SECTION 3. SPECIAL LICENSE
 
A. The Designated Franchising Authority reserves the right to issue a license,
easement or other permit to anyone other than the Grantee to permit that person
to traverse any portion of the Grantee's franchise area within the Installation
in order to provide service outside the Installation. Such license or easement,
absent a grant of a franchise which shall not authorize nor permit said person
to provide a cable television service of any nature to any home or place of
business within the Installation, nor to render any service or connect any
subscriber within the Installation to the Grantee's cable television system.
 
SECTION 4. FRANCHISE VALIDITY
 
A. The Grantee agrees, by the acceptance of the franchise renewal, to accept the
validity of the terms and conditions of the renewal in its entirety and that it
will not, at any time, proceed against the Designated Franchising Authority in
any claim or proceeding challenging any term or provision of the franchise as
unreasonable, arbitrary or void, or that the Designated Franchising Authority
did not have the authority to impose such term or condition.
 
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<PAGE>   36
 
Franchise Agreement No. DAHC35-90-H-0018
 
SECTION 5. FAILURE TO ENFORCE FRANCHISE
 
A. The Grantee shall not be excused from complying with any of the terms and
conditions of the franchise by any failure of the Designated Franchising
Authority, upon any one or more occasions, to insist upon the Grantee's
performance or to seek Grantee's compliance with any one or more of such terms
or conditions.
 
SECTION 6. RIGHTS RESERVED TO THE GRANTOR.
 
A. The Designated Franchising Authority hereby expressly reserves the following
rights:
 
  1. To exercise its governmental powers, now or hereafter, to the full extent
that such powers may be vested in or granted to
 
  2. To adopt, in addition to the provisions contained in the franchise and in
any existing applicable rules or regulations such additional reasonable
regulations as it shall find necessary in the exercise of its authority. Grantee
will have the opportunity to object to any proposed regulations unilaterally
imposed by the Franchising Authority and will be given an opportunity to offer
alternatives to the desired new regulations. However, Grantee does not give up
its right to refuse such new regulations and seek an equitable resolution to any
disagreements resulting from proposed regulations.
 
  3. To renegotiate any provision of a franchise granted pursuant hereto, which
is declared or rendered void or unenforceable by any court or administrative
body having jurisdiction thereof, or by changes in state or Federal laws enacted
after the award of the franchise.
 
  4. To renegotiate the entire franchise should decision(s) of courts or
administrative bodies have appropriate jurisdiction, or State or Federal laws
enacted after the award of a franchise, render void or unenforceable substantial
and material portions of a franchise granted pursuant hereto, where the result
thereof is to make the balance of the franchise meaningless or where the
authority of the Designated Franchising Authority to regulate cable
communications systems within the Installation is substantially and materially
abrogated.
 
SECTION 7. EMPLOYMENT REQUIREMENT
 
A. The Grantee shall not refuse to hire, nor discharge from employment, nor
discriminate against any person regarding compensation, terms, conditions, or
privileges of employment because of age, sex, race, color, creed, or national
origin. The Grantee shall take affirmative action to insure that employees are
treated during employment without regard to their age, sex, race, color, creed
or national origin. This condition includes, but is not limited to, the
following: recruitment advertising, employment interviews, employment, rates of
pay, upgrading, transfer, demotion, lay-off, and termination.
 
SECTION 8. TIME ESSENCE OF AGREEMENT
 
A. Whenever the franchise sets forth any time for any act to be performed by or
on the behalf of the Grantee, such time shall be
 
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<PAGE>   37
 
Franchise Agreement No. DAHC35-90-H-0018
 
deemed of the essence and the Grantee's failure to perform within the time
allotted shall, in all cases, be sufficient grounds for the Designated
Franchising Authority to invoke the remedies available under the terms and
conditions of the franchise. The Designated Franchising Authority recognizes
that time is of the essence in its fulfillment of its responsibilities to
approve contracts/orders, construction projects, facilities markings and any
other acts required to allow Grantee to operate its business in manner
convenient to its cable television customers.
 
SECTION 9. LIQUIDATED DAMAGES
 
A. Notwithstanding any other remedies provided for in the franchise or otherwise
available under law, the Designated Franchising Authority shall have the power
to collect liquidated damages in the following amounts in the event the Grantee
violates any provision of the franchise or any rule or regulation lawfully
adopted thereunder. The fines listed below can only be effective with 30 days'
prior written notice to the Grantee from the Designated Franchise Authority.
Grantee would have 30 days to remedy any of the defaults listed below before any
of the fines below would begin accruing:
 
  1. For failure to submit plans to the Designated Franchising Authority
indicating expected dates of completion of various parts of the system -- up to
$100 per day.
 
  2. For failure to commence operations in accordance with herein stated
provisions -- up to $200 per day.
 
  3. For failure to complete construction and installation of system within
proper time -- up to $300 per day.
 
  4. For failure to supply data requested by the Designated Franchising
Authority in connection with installation, construction, customers, finances or
financial reports, -- up to $50 per day.
 
  5. For failure to comply with reasonable recommendations of the Designated
Franchising Authority relating to services and/or interconnection and such other
reasonable requests or recommendations as may be made pursuant to authority
granted by the franchise, or to respond to subscriber complaints within the
proper time -- up to $50 per day as the Designated Franchising Authority may
determine.
 
SECTION 10. GRANTEE MAY PROMULGATE RULES
 
A. Grantee shall have the authority to promulgate such rules, regulations, terms
and conditions of its business as shall be reasonably necessary to enable it to
exercise its rights and perform its services under the franchise and the Rules
of the FCC, and to assure uninterrupted service to each and all of its
subscribers. Such rules and regulations shall not be deemed to have the force of
law.
 
SECTION 11. DELEGATION OF POWERS
 
A. Any delegable power, right or duty of the Installation Commander, the
Designated Franchising Authority, or any official
 
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Franchise Agreement No. DAHC35-90-H-0018
 
of the Installation may be transferred or delegated with the written approval of
the Installation Commander transmitted to an appropriate officer, employee, or
Department of the Army. Grantee will be given written notice of such delegation
of power as soon as possible to allow for its compliance with the terms and
conditions of this document.
 
SECTION 12. SEVERABILITY
 
A. If any section of the franchise, or any portion thereof, is held invalid or
unconstitutional by any court of competent jurisdiction or administrative
agency, such decision shall not affect the validity of the remaining portions
hereof, except as otherwise provided for herein.
 
SECTION 13. PURCHASE ORDERS. The Contracting Officer, Directorate of Contracting
(DOC), will issue purchase orders for all For Belvoir cable television
requirements. The orders will be for appropriated and nonappropriated fund
activities. With the exception of orders issued by a nonappropriated fund
Contracting Officer, the Grantee shall not honor orders, contracts or agreements
that are issued by individuals other than the Contracting Officer, DOC. All Fort
Belvoir and tenant administrative offices will contract through the DOC. Grantee
maintains the right to contract with and provide service directly to
individually billed subscribers such as private residences located on post.
 
SECTION 14. INCORPORATED OF PROVISIONS
 
A. The foregoing provisions are hereby incorporated into the basic franchise
agreement. When the provisions of the basic agreement conflict with the
provisions of this renewal agreement, the provisions of this renewal agreement
will govern.
 
SECTION 15. INCORPORATION OF GRANTEE'S PROPOSAL. The forms at Appendix C are
incorporated into this agreement.
 
SECTION 16. ACCEPTANCE
 
A. The Grantee shall, in its acceptance of the renewed franchise agreement,
declare that it has carefully read the foregoing and accepts all of the terms
and conditions imposed by the renewed franchise and agrees to abide by same.
 
                                       22
<PAGE>   39
 
Franchise Agreement No. DAHC35-90-H-0018
 
COLUMBIA CABLE
 
I declare that I have read all the terms and conditions of the renewed franchise
agreement and accept and agree to abide by same.
 
(Type or Print Name and Title)
 

--------------------------------------------------------------------------------
Signature                                                            Date
 

(Type or Print Name and Title)
 
--------------------------------------------------------------------------------
Signature                                                            Date
 

DIRECTORATE OF CONTRACTING
UNITED STATES ARMY FORT BELVOIR
FORT BELVOIR, VA
 
--------------------------------------------------------------------------------
WILLIAM E. CAMPBELL, JR., Contracting Officer,                       (Date)
 
                                       23
<PAGE>   40
 
                             INDIVIDUAL SUBSCRIBERS
 
<TABLE>
<CAPTION>
                                                                                ESTIMATED NUMBER
                     AREAS TO BE SERVED                           LOCATION         OF OUTLETS
------------------------------------------------------------  ----------------  ----------------
<S>                                                           <C>               <C>
 1. Family Housing (Belvoir Village)                          Area 1-99                  61
 2. Family Housing                                            Area 400                  119
 3. Family Housing (Dogue Creek)                              Area 900                  270
 4. Family Housing (George Washington)                        Area 800 & 1500           244
 5. Family Housing (Colyer Village)                           Area 800                   92
 6. Family Housing (Fairfax Village)                          Area 500                  152
 7. Family Housing (Gerber Village)                           Area 100                   73
 8. Family Housing (Woodlawn Village)                         North Post                444
 9. Family Housing (River Village)                            Area 1600                 188
10. Family Housing (Lewis Heights)                            North Post                446
                                                                                     ------
                                                                                      2,089
</TABLE>
<PAGE>   41
 
Franchise Agreement No. DAHC35-90-H-0018
 
COLUMBIA CABLE
 
I declare that I have read all the terms and conditions of the renewed franchise
agreement and accept and agree to abide by same.
 
(Type or Print Name and Title)
 

--------------------------------------------------------------------------------
Signature                                                            Date
 

(Type or Print Name and Title)
 

--------------------------------------------------------------------------------
Signature                                                            Date
 

DIRECTORATE OF CONTRACTING
UNITED STATES ARMY FORT BELVOIR
FORT BELVOIR, VA
 
--------------------------------------------------------------------------------
WILLIAM E. CAMPBELL, JR., Contracting Officer,                       (Date)
 
                                       23
<PAGE>   42
 
Franchise Agreement No. DAHC35-90-H-0018
 
COLUMBIA CABLE
 
I declare that I have read all the terms and conditions of the renewed franchise
agreement and accept and agree to abide by same.
 
(Type or Print Name and Title)
 

--------------------------------------------------------------------------------
Signature                                                            Date
 

(Type or Print Name and Title)
 

--------------------------------------------------------------------------------
Signature                                                            Date
 

DIRECTORATE OF CONTRACTING
UNITED STATES ARMY FORT BELVOIR
FORT BELVOIR, VA
 
--------------------------------------------------------------------------------
WILLIAM E. CAMPBELL, JR., Contracting Officer,                       (Date)
 
                                       23