<PAGE>   1
 
                                                                 EXHIBIT 10.6.63
 
                               NOVATION AGREEMENT
 
     COLUMBIA ASSOCIATES, L.P. ("Transferor"), a limited partnership duly
organized and existing under the laws of Delaware with its principal office in
Greenwich, Connecticut; JONES INTERCABLE OF ALEXANDRIA, INC. ("Transferee"), a
corporation duly organized and existing under the laws of Colorado with its
principal office in Englewood, Colorado; and the UNITED STATES OF AMERICA
("Government") enter into this Agreement as of 29 November 1995.
 
 (a) THE PARTIES AGREE TO THE FOLLOWING FACTS:
 
     (1) The Government, represented by the Commanding General of the Marine
Corps Base, Marine Corps Combat Development Command at Quantico, Virginia (the
"Quantico MCCDC"), has entered into a Franchise Agreement for Cable Television
Service with Transferor dated June 1990 (The "Franchise Agreement"). Pursuant to
administrative changes within the Marine Corps Combat Development Command since
the Franchise Agreement was originally executed, the Commanding General of the
Quantico Marine Corps Base has been delegated all responsibility for the
protection of its rights and the performance of its obligations under this
Agreement. The rights and obligations of both parties to this Agreement remain
unaffected by this realignment of Marine Corps functions. From this day forward,
authority to act on behalf of the Marine Corps with regard to its rights and/or
obligations under this Agreement reside in the Commanding General of the
Quantico Marine Corps Base, or his duly appointed representative. The term "the
contracts," as used in this Agreement, means the above Franchise Agreement and
all other contracts and purchase orders, including all modifications, made
between the Government and the Transferor before the effective date of this
Agreement (whether or not performance and payment have been completed and
releases executed if the Government or the Transferor has any remaining rights,
duties, or obligations under these contracts and purchase orders). Included in
the term "the contracts" are also all modifications made under the terms and
conditions of these contracts and purchase orders between the Government and the
Transferee, on or after the effective date of this Agreement.
 
     (2) The Transferor has transferred to the Transferee all the assets of the
Transferor which comprise the cable system serving the Quantico MCCDC by virtue
of a Purchase and Sale Agreement dated as of 30 June, 1995, between the
Transferor and the Transferee.
 
     (3) The Transferee has acquired all the assets of the Transferor which
comprise the cable television system serving the Quantico MCCDC by virtue of the
above transfer.
 
     (4) The Transferee has assumed all obligations and liabilities of the
Transferor under the contracts by virtue of the above transfer.
 
                                        1
<PAGE>   2
 
     (5) The Transferee is in a position to fully perform all obligations that
may exist under the contracts.
 
     (6) It is consistent with the Government's interest to recognize the
Transferee as the successor party to the contracts.
 
     (7) This Novation Agreement shall be effective upon filing of evidence of
the consummation of the above transfer being filed with the Government.
 
 (b) IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT BY THIS
AGREEMENT --
 
     (1) The Transferor confirms the transfer to the Transferee, and waives any
claims and rights against the Government that it now has or may have in the
future in connection with the contracts.
 
     (2) The Transferee agrees to be bound by and to perform each contract in
accordance with the conditions contained in the contracts. The Transferee also
assumes all obligations and liabilities of, and all claims against, the
Transferor under the contracts as if the Transferee were the original party to
the contracts.
 
     (3) The Transferee ratifies all previous actions taken by the Transferor
with respect to the contracts, with the same force and effect as if the actions
had been taken by the Transferee.
 
     (4) The Government recognizes the Transferee as the Transferor's successor
in interest in and to the contracts. The Transferee by this Agreement becomes
entitled to all rights, titles, and interests of the Transferor in and to the
contracts as if the Transferee were the original party to the contracts.
Following the effective date of this Agreement, the term "Contractor," as used
in the contracts, shall refer to the Transferee.
 
     (5) Except as expressly provided in this Agreement, nothing in it shall be
construed as a waiver of any rights of the Government against the Transferor.
 
     (6) All payments and reimbursements previously made by the Government to
the Transferor, and all other previous actions taken by the Government under the
contracts, shall be considered to have discharged those parts of the
Government's obligations under the contracts. All payments and reimbursements
made by the Government after the date of this Agreement in the name of or to the
Transferor shall have the same force and effect as if made to the Transferee,
and shall constitute a complete discharge of the Government's obligations under
the contracts, to the extent of the amounts paid or reimbursed.
 
                                        2
<PAGE>   3
 
     (7) The Transferor and the Transferee agree that the Government is not
obligated to pay or reimburse either of them for, or otherwise give effect to,
any costs, taxes, or other expenses, or any related increases, directly or
indirectly arising out of or resulting from the transfer of this Agreement,
other than those that the Government in the absence of this transfer or
Agreement would have been obligated to pay or reimburse under the terms of the
contracts.
 
     (8) The Transferor guarantees payment of all liabilities and the
performance of all obligations that the Transferee (i) assumes under this
Agreement or (ii) may undertake in the future should these contracts be modified
under their terms and conditions. The Transferor waives notice of, and consents
to, any such future modifications.
 
     (9) The contracts shall remain in full force and effect, except as modified
by this Agreement. Each party has executed this Agreement as of the day and year
first above written.
 
                       UNITED STATES OF AMERICA

    By:  Commanding General, Marine Corps Base, Quantico, VA
         ---------------------------------------------------
                        /s/  E. C. KELLEY, JR.

  Name:                   E. C. KELLEY, JR.
         ---------------------------------------------------

 Title:          Brigadier General, U.S. Marine Corps
         ---------------------------------------------------
                                        3
<PAGE>   4
 
                     JONES INTERCABLE OF ALEXANDRIA, INC.

                By:  /s/  ELIZABETH STEELE
                     ------------------------------------
              Name:  Elizabeth Steele
                     ------------------------------------
             Title:  Vice President
                     ------------------------------------
 
                                  CERTIFICATE
 
     I, Katherine A. LeVoy, certify that I am an Assistant secretary of JONES
INTERCABLE OF ALEXANDRIA, INC.; that Elizabeth Steele, who signed this Agreement
for this corporation, was then Vice President of this corporation; and that this
Agreement was duly signed for and on behalf of this corporation by authority of
its governing body and within the scope of its corporate powers.
 
     Witness my hand and the seal of this corporation this 1st day of November
1995.
 
                By:  /s/  KATHERINE A. LEVOY
                     ------------------------------------
              Name:  Katherine A. LeVoy
                     ------------------------------------
             Title:  Assistant Secretary
                     ------------------------------------
 
(CORPORATE SEAL)
 
                                        4
<PAGE>   5
 
                COLUMBIA ASSOCIATES, L.P.
                Columbia International, Inc., its managing general
                By:  partner
                     ------------------------------------
                By:  /s/  RICHARD H. ROSENCRANS
                     ------------------------------------
              Name:  Richard H. Rosencrans
                     ------------------------------------
             Title:  Vice-President
                     ------------------------------------
 
                                  CERTIFICATE
 
     I, Scott N. Ledbetter certify that I am the Secretary of COLUMBIA
INTERNATIONAL, INC.; that this corporation is the sole managing general partner
of COLUMBIA ASSOCIATES, L.P. (the "Transferor"); that Richard H. Rosencrans, who
signed this Agreement for this corporation on behalf of the Transferor, was then
the Vice-President of this corporation; and that this Agreement was duly signed
for and on behalf of this corporation (on behalf of the Transferor) by authority
of its governing body and within the scope of its corporate powers.
 
     Witness my hand and the seal of this corporation this 1st day of November
1995.
 
                By:  /s/  SCOTT N. LEDBETTER
                     ------------------------------------
              Name:  Scott N. Ledbetter
                     ------------------------------------
             Title:  Vice-President
                     ------------------------------------
 
(Corporate Seal)
 
                                        5
<PAGE>   6
 
                              FRANCHISE AGREEMENT
 
                                    between
 
                               MARINE CORPS BASE
                                     MCCDC
                               QUANTICO, VIRGINIA
 
                                      and
 
                           COLUMBIA ASSOCIATES, L.P.
                                     d/b/a
                           COLUMBIA CABLE OF VIRGINIA
<PAGE>   7
 
[COLUMBIA INTERNATIONAL, INC. LETTERHEAD]

 
December 5, 1990
 
Mr. Ralph E. Anderson
Head, Training and Audio Visual
Support Center Branch
TAVSC Operations Division
MCCDC
Quantico, VA 22134-5000
 
     Re: Cable Television Franchise
 
Dear Ralph:
 
Enclosed is the fully executed franchise agreement signed by both the Commanding
General and the president of Columbia Associates, LP. This document includes the
newly worded version of Section 35, clarifying franchise fees.
 
I would like to reiterate that we find some language contained in this agreement
to be inconsistent with the Cable Communications Policy Act of 1984 with regard
to rate regulation. Specifically sections 22, 29d. and 41. The ultimate
authority vested with the Commanding General to terminate this franchise should
he or she feel that a proposed rate increase is "unreasonable" appears to
contradict the rate regulation provisions of the 1984 Cable Act. It is
Columbia's intention to work closely with you and base authorities over the
coming years and we would not expect this issue of rate regulation to arise.
However, I did want to make you aware of our concerns at this time.
 
Beyond the issues mentioned above, we feel that this franchise agreement is an
excellent one for both parties and we look forward to a long and successful
relationship between Columbia Cable of Virginia and the United States Marine
Corps. Thanks again for all your assistance in making this refranchising process
work.
 
Best regards,
 
[ILLEGIBLE]
 
cc: Troy L. Fitzhugh - Columbia Cable of Virginia
 
Enclosure
<PAGE>   8
 
                           CABLE TELEVISION FRANCHISE
 
                              FRANCHISE AGREEMENT
 
                                      FOR
 
                            CABLE TELEVISION SERVICE
 
                                       AT
 
                               MARINE CORPS BASE
 
                    MARINE CORPS COMBAT DEVELOPMENT COMMAND
 
                            QUANTICO, VIRGINIA 22134
 

Franchisee                                      Columbia Associates
                                                L.P. d/b/a Columbia Cable of 
                                                Virginia

Parent Company                                  Columbia International, Inc.

Address                                         9 Greenwich Office Park
                                                P.O. Box 4624
                                                Greenwich, Connecticut 06830

Phone                                           (203) 661-1509


Award date:                                     Expiration date: June 2006
<PAGE>   9
 
                      CABLE TELEVISION FRANCHISE AGREEMENT
 
                               Table of Contents
 
Section 1 General Requirements
 
 1. Scope of Agreement
 2. Definitions
 3. Government Furnished Property or Support
 4. Required Insurance
 5. Safety Requirements
 6. Permits
 7. Hold Harmless Agreement
 8. Conflict of Law
 9. Passes and Badges
10. Activity Regulations
11. Franchisee Maps or Plans
12. Approval of Construction Operations
13. Construction and Operation Deadline
14. Subscriber Locations; Service Area
15. Line Extension Policy
16. Connections and Disconnects
17. Repair Service
18. Continuity of Service
19. Government Use Channels
20. Emergency Override
21. Program Guide and Channel Card
22. Franchise Holder's Rates
23. Technical Requirements
24. Reporting Requirements
25. Performance Evaluation/Compliance
26. Term of CATV Franchise
27. Franchise Renewal
28. Nontransferability of Franchise
29. Termination
30. Government Liability
31. Deactivation of the Base
32. Removal of Facilities
33. Disputes
34. Modifications of Government Regulations
35. Franchise and Analogous Fees
36. Utilities Services
37. Contractor Vehicle Authorization
38. Security Requirements
39. FAR Provisions Incorporated by Reference
40. Compliance with Section 634 of CCPA
41. Deregulation of Franchise Holders Fees
42. Compliance with Drug Free Work Place Act
43. Disclaimer of Official Sanction
44. Nondiscriminatory Availability
45. Compliance with Laws and Regulations
46. Protection of Subscriber Information
47. Signatures
<PAGE>   10
 
     Section 2  Facilities Services
 
<TABLE>
<S>                <C>
  Exhibit 1:       MCCDC Base Map
  Exhibit 2:       Future Service Extension Map
  Exhibit 3:       Technical Requirements
  Schedule A:      Annual Management Report
  Schedule B:      Technical Description and Performance
                   Specifications
</TABLE>
<PAGE>   11
 
                  CABLE TELEVISION (CATV) FRANCHISE AGREEMENT
 
1. Scope of Agreement. This CATV Franchise Agreement ("Agreement") constitutes
an agreement setting forth the terms and conditions under which Columbia
International Inc., the Franchisee, is hereby granted a nonexclusive right to
enter the Marine Corps Base, Marine Corps Combat Development Command,
hereinafter referred to as Base, to construct, install and maintain facilities
and equipment; to utilize specific Government property; and to solicit
subscribers (including appropriated fund activities, nonappropriated fund
activities, and individual subscribers) for the sole purpose of providing the
services of a CATV system. This agreement in no way obligates the Government or
Base at any time to reimburse the Franchisee for any costs, fixed or otherwise,
required to put a CATV system into operation on the Base; for the provision of
CATV services to any category of subscribers; or for loss, damage or destruction
to the cable television system. The Government is responsible for any damage to
the CATV system caused by the negligence of its agents to the extent permissible
under the Federal Tort Claims Act; provided, however, that subscribers are not
deemed agents of the Government. The Federal Tort Claims Act is the exclusive
remedy for any such negligence. Liability for user and connection fees for the
provisions of CATV services to on-base subscribers shall be established by
separate agreements between the CATV Franchisee and the subscribers in the case
of nonappropriated fund activities or individual subscribers; and by delivery
orders on a contract issued by the Marine Corps Base Purchasing and Contracting
Officer in the case of appropriated fund activities. No fees shall be charged
for the use of Marine Corps real property granted by the Government in this
Agreement, the Franchisee shall provide service at no cost to various designated
locations. Other considerations include a 5% fee on all gross receipts payable
to the Morale, Welfare and Recreation Division (MWR), equipment as specified in
Paragraph 19 for programming the Command Information Channels, or other
cable-related items or services as determined by the Base to benefit the
Command. Upon the agreement of both the Franchise Holder and the Government, the
Government may choose to contribute funds to aid in the cost of construction to
those areas of the base that do not fulfill the density requirements as
described in Paragraph 15 of this agreement.
 
2. Definitions.
 
     a. "Base" refers to the geographic area within the boundaries of the Marine
Corps Base, Marine Corps Combat Development Command, Quantico, Virginia and the
U.S. Naval Medical Clinic.
 
     b. "Basic Service" means the Cable TV programming and services exclusive of
premium services to be provided by the Franchise Holder to base subscribers for
the periodic user rates.
<PAGE>   12
 
     c. "Cable Act" is the Cable Communications Policy Act of 1984, Public Law
98-549, 47 USC 521-559 and all subsequent revisions to this law.
 
     d. "Cable Officer" is the individual appointed by the Commanding General
who will act independently, but in cooperation with the cable operator and the
Commanding General, as the technical and administrative liaison or
representative of the Base subscribers in matters dealing with adequacy of type
broadcasts, access to channels, reception problems, etc. The Head, Training and
Audiovisual Support Center (TAVSC) is designated as the MCCDC "Cable Officer".
 
     e. "Cable Television System", also referred to as a "CATV system", means
any reception, distribution and amplification equipment including but not
limited to a headend antenna complex and related equipment; a system of
microwave retransmitters, coaxial cables (including trunk, distribution and drop
cables), or other electrical conductors; signal amplifiers; program origination
(or cable-casting) facilities; and other equipment utilized by a private
operator to receive, to transmit or to retransmit television satellite or radio
signals to subscribers who shall receive such signals in a fashion other than
off-the-air.
 
     f. "Commanding General" means the Commanding General of the Marine Corps
Combat Development Command, or his duly authorized representative. The
Commanding General holds signature authority for the cable Franchise Agreement
which is delegated to the Contracting Officer, Head, Services Branch, Morale,
Welfare and Recreation (MWR) Division.
 
     g. "Connection Fee" means that charge, if any, imposed on a subscriber by
Franchise Holder for initial hookup, reconnection or relocation of equipment
necessary to transmit the CATV signal from the distribution cable to a
subscriber's receiver.
 
     h. "Contracting Officer" means the Head, Services Branch, MWR, Marine Corps
Base, Marine Corps Combat Development Command, Quantico, Virginia.
 
     i. "Franchisee", "Franchise Holder", or "Cable Operator" means that person
or entity awarded a CATV franchise under this Agreement.
 
     j. "Franchise Agreement", "Agreement" includes this Agreement and attached
Schedules A and B; the Proposal, including Exhibits 1 through 3; all
documentation required by the above items; and all subsequent amendments.
 
     k. "Franchise" means the right or privilege with expressed permission or
competent authority to provide cable television services to subscribers on the
Base.
 
     l. "Franchise Renewal Agreement", "Agreement" means the
<PAGE>   13
 
document, including all attachments and reference, which specifies the terms and
conditions of this Franchise.
 
     m. "Government", means the United States of America.
 
     n. "Installation", "Connection Fee" means the charge, if any, imposed on a
subscriber by the CATV Franchisee for initial hookup, reconnecting, or
relocation of equipment necessary to transmit the CATV signal from the
distribution cable to a subscriber's receiver.
 
     o. "Rate", "User Fee" means the periodic service charge paid by a
subscriber to the Franchise Holder for CATV services.
 
     p. "Subscriber" means any on-base person, group, organization, or
nonappropriated or appropriated fund activity that procures CATV services that
have been made available pursuant to the terms of this CATV Franchise Agreement.
 
3. Government Furnished Property or Support. The Government has no obligation to
provide any property or support for the Franchisee's CATV system other than that
specified in this Agreement. Rights to non-Government property, such as
easements over private lands, required to install and to operate the system,
shall be acquired at the expense and solely through the efforts of the
Franchisee or its agents. No warranties are expressed or implied as to the
suitability of either the Government facilities or any existing CATV equipment.
 
4. Required Insurance.
 
     a. Twenty days after Notice of Award the Franchisee shall procure and
maintain during the entire period of this performance under this contract the
following minimum insurance.
 
<TABLE>
<CAPTION>
                           TYPE OF INSURANCE                     PER PERSON    PER ACCIDENT    PROPERTY
         ------------------------------------------------------  ----------    ------------    --------
  <S>    <C>                                                     <C>           <C>             <C>
  1.     Comprehensive General Liability                          $300,000       $300,000      $100,000
  2.     Automobile Liability                                     $300,000       $300,000      $100,000
  3.     Workmen's Compensation                                   As required by Virginia state law
  4.     Other                                                    As required by Virginia state law
</TABLE>
 
     b. Prior to commencement of work, the Franchisee shall furnish to the
Contracting Officer a certificate or written statement of the above required
insurance. The Contracting Officer shall be noted on the certificate and shall
receive revised copies as available as well as 30-day minimum notice from the
insurance carrier regarding any intent to cancel or materially change coverage.
 
     c. The Franchise Holder shall indemnify and hold harmless the Government
and its employees from all liability under the Federal Tort Claims Act (28
U.S.C. 1346, 2671-2680) or otherwise,
<PAGE>   14
 
for death or injury to all persons, or loss or damage to the property of all
persons resulting from or arising out of the negligent installation, operation
or maintenance of cable television facilities on Government property.
 
5. Safety Requirements. The Franchisee agrees to conduct all of its
construction, installation or maintenance activities in accordance with all
applicable federal, state and local statutes and regulations, including Marine
Corps orders, in the conduct and performance of service activities aboard the
base, and, to adhere at all times to the security regulations governing Marine
Corps Combat Development Command regulations pertaining to Base admission,
identification, security and personnel conduct. The applicable regulations shall
be made available for review in the office of the Cable Officer.
 
6. Permits. The Franchisee shall be responsible for obtaining any necessary
licenses, registrations, and/or permits, and for complying with applicable laws,
ordinances, and base regulations. The Franchisee hereby agrees to indemnify the
Government against any expenses, taxes, liabilities, and charges of whatever
kind or nature, including fees for copyright licenses or infringement fines,
that may arise as a result of the activities of the Franchisee, whether said
liability be tortious, contractual or other.
 
7. Responsibility for Government Property. The Franchisee agrees that it will,
at its expense, repair or replace at the Government's option, any Government
property that it may damage or destroy. If the franchisee fails or refuses to
repair damaged Government property within 60 days, the Contracting Officer shall
be entitled to effect repairs through other means and to impose the costs of the
repairs on the Franchisee.
 
8. Conflict of Law. This Agreement is governed by federal law, and by the laws
of the state of Virginia, where not in conflict with federal law.
 
9. Passes and Badges. All Franchise Holder employees will carry an
identification card, with photograph and physical statistics, which positively
identifies them as working for the Franchise Holder. All employees will carry
this card in plain view whenever on Government property. Upon release of any
employee, the Franchise Holder will ensure that any Government issued passes and
the required Franchise Holder identification card are returned to the issuing
office. The Cable Officer will assist in obtaining and returning such documents.
 
10. Activity Regulations. The Franchise Holder and all employees will obey all
Government regulations while on Government property. The Government will supply,
upon written request, a copy of applicable regulations. The Government will
enforce regulations, regardless of whether or not the Franchise Holder has
requested copies. The Commanding General reserves the right
<PAGE>   15
 
to expel and exclude from base access, employees of the Franchise Holder or its
subcontractors for violations of law or regulations. Such expulsion or exclusion
shall not give rise to any action at law or equity on the part of the Franchise
Holder, its employees, a subcontractor's employees or any other person for
interference with business relationships or for any similar suit whether
grounded in contract or tort.
 
11. Franchisee Maps or Plans. The Franchisee agrees to provide the Cable
Officer, at construction completion or upon the latter's request, with three
copies of maps, plans or equivalent documents describing the location of all
CATV equipment, facilities and material that the Franchisee will place or has
placed on the Base including antenna or microwave dish mounting details. Exhibit
1; Y & D drawing No. 963, 997 shows the total area of Government property at the
Marine Corps Combat Development Command, Quantico, Virginia. Exhibit 2 provides
future CATV service planned for the Base.
 
12. Approval of Franchisee's Construction Operation
 
     a. The construction or placement of any equipment or facilities on the Base
by the Franchisee (including temporary buildings, if needed), as well as any
alterations or additions to existing Government property, must be approved in
advance by the Cable Officer and the Director of Facilities Division. All
pedestals and equipment enclosures of the CATV system owned and maintained by
the Franchisee shall be clearly marked to encompass any equipments and/or
equipment enclosures and other mutually agreed-to marking requirements.
 
     b. Approval of the placement or location of CATV equipment or facilities
may be denied, withdrawn or modified at any time if essential to avoid or
minimize interference with Base operations or activities. The Franchisee shall
not be entitled to reimbursement for any expenses associated with relocation of
any equipment or facilities required by the withdrawal or modification of
approval. Furthermore, the Cable Officer shall have the right to require the
Franchisee to restore a site to its condition existing prior to the placement of
CATV equipment or facilities.
 
13. Construction and Operations Deadline. The Franchisee shall extend energized
trunk cable to 75% of the franchise area six months after receiving award of the
franchise and shall extend trunk cable to the remaining 25% of its franchise
area within four months of said date. Compliance with this construction schedule
shall be determined by demonstrations of performance in accordance with
Paragraph 23a herein. The Franchise Holder may offer an alternate construction
schedule as part of its proposal if deemed necessary and demonstrated. The
Government will identify and mark all locations of buried water, power, and
telephone lines, etc. within 10 days of receipt of the Cable Officer's work
request. Any delays on the part of the Government
<PAGE>   16
 
will not be assessed against the Government.
 
14. Subscriber Locations; Service Area and Base Expansion. The Base shall
determine whether any buildings constructed in the future shall be included in
the Service Area. The Cable Officer will coordinate with the Franchisee
regarding the subject of installation of cable in planned buildings. Expanded
cable service will be negotiated in consideration of the geographical location
of a facility, the number of potential subscribers, and other economic factors.
 
15. Line Extension Policy to Existing Service Area. If the Base increases the
service area, including residential housing or barracks, the Franchise Holder
will extend cable service to the new locations within 180 days of a written
request from the Cable Officer, at no additional cost to the Government. The
density of population is defined as 35 subscribers/outlets per linear mile.
 
16. Connections and Disconnects.
 
     a. The Franchisee shall have 5 calendar days to respond to a subscriber's
request to initiate service and 5 calendar days to respond to a subscriber's
direction to discontinue service. Widespread or repeated failures on the part of
the Franchisee to meet these deadlines shall be grounds for termination of this
Agreement under the clause entitled "Termination". A subscriber ordering a
discontinuance of service shall be entitled to a reduction in monthly user fees
in the amount of one day's user fee for each full day remaining following the
subscriber's discontinuance order.
 
     b. The Franchisee shall provide each subscriber, at the time of initial
subscription to the system and upon request, notice as to the procedures to be
used for reporting and resolving complaints regarding the quality of service,
defective equipment and similar matters; a complete listing of cable related
rates and fees, and a copy of the billing policies and programming guides.
 
17. Repair Service.
 
     a. Unreasonable, frequent or widespread delays in making repairs shall be
grounds for termination of this Agreement under the clause entitled
"Termination". Agents of the Franchisee responsible for making repairs may be
contacted at 670-3500 and shall be available during the following hours: 8:00
a.m. - 5:00 p.m., Monday through Saturday. Failure to make timely repairs at a
subscriber's location shall constitute grounds for termination under paragraph
29 of this Agreement.
 
     b. Repairs due to major outages will be made on evenings and weekends as
necessary. Agents of the Franchisee responsible for evening and weekend repairs
must be available at a local telephone number.
<PAGE>   17
 
     c. Proper identification shall be provided to all employees of the
Franchisee per Section 9. Employees are responsible for proper installation and
cleanup procedures on the subscriber's premises.
 
     d. The Franchisee shall maintain an office within the license service area,
or in the area of Quantico/Dumfries, which shall be open and accessible to the
public during normal business hours and which shall provide twenty-four hour
recording of subscriber complaints, including, but not limited to, billing
errors, service disconnections, service loss, and equipment failure. Complaints
other than those related to system malfunction addressed by section 17 shall be
answered not later than the next business day after the complaint has been
received, and corrective action shall be completed as soon as practical.
Adequate records shall be made of all subscriber complaints, including
description of each complaint.
 
18. Continuity of Service.
 
     a. The Franchisee hereby agrees to make every effort to ensure that CATV
signals meeting the performance requirements of this Agreement are available on
an uninterrupted basis at every subscriber's outlet on the Base. The Franchisee
must respond telephonically and document within one business day in writing the
intent to resume service. Failure to meet this requirement shall be grounds for
termination of this Agreement under the clause entitled "Termination". The only
exceptions are for conditions which result from an act of God or nature or from
illegal subscriber action.
 
     b. In the event that signal interruption or diminution of one or more
channels, whatever its cause, lasts for a period of 24 hours or more, the
Franchisee shall credit to the subscribers a rebate consistent with fines levied
similar to those at Fort Belvoir and Prince William County. The reduction in
charges must be credited against monthly user fees for the monthly billings
immediately subsequent to the interruption in service upon the individual
subscriber's request. The only exceptions are for interruptions due exclusively
to base power outages, acts of God or nature, or illegal subscriber actions
which will not entitle users to a fee reduction.
 
     c. The Franchisee shall establish maintenance service capability enabling
the prompt location and correction of system malfunctions, and shall make
repairs within twenty-four (24) hours of receipt of notification during the work
week, Monday through Saturday. The Franchisee shall provide a twenty-four hour
day complaint answering service, and shall maintain adequate records of all
complaints and requests for repairs, and their resolution, which records shall
be open for public inspection.
<PAGE>   18
 
19. Government Use Channels.
 
     a. The Franchise Holder will provide and maintain, for exclusive Base use,
at no cost to the Government through the life of the agreement, at least five
channels, or as prescribed in the Cable TV Act of 1984 if additional channels
are added. All subscribers will receive four Government use channels with one
narrow cast channel being reserved for official Marine Corps training and
education, or information programs. The Franchise Holder may not use the
assigned Government channels for distribution to other than base subscribers.
 
     b. Origination equipment for Base programming will Headend (originate) at
the MCCDC TAVSC. The Government will provide video recording equipment, video
editing equipment, video cameras, video switching equipment, video graphic
equipment, and film transfer equipment so as to provide a broadcast quality
signal for cable distribution on the five designated Government use channels.
The Franchisee will provide audio/video modulators, carrier cable, and
amplification equipment to carry the Government generated video signal from the
TAVSC headend to the Franchisee's distribution facility. The Franchisee will
provide maintenance of all equipment/cable from the modulators to the
Franchisee's distribution facility. The Government will be responsible for
maintenance of the program origination equipment. The Franchisee will provide
one narrow cast channel for broadcast of official Marine Corps training and
education, or information programs or designated facilities. The other four
channels will be distributed to all MCCDC subscribers.
 
20. Emergency Override. The Franchisee shall provide an "emergency override"
system for use by the Commanding General. This emergency alert system will allow
live voice communications to interrupt on all system channels on the base. The
equipment shall be accessible to the Commanding General 24 hours/7 days/week
through an exclusive code which can be used from a touch-tone telephone. The
Franchisee shall provide and maintain the equipment, services and personnel for
the emergency alert system as part to this Agreement at no cost to the
Government. The Government is responsible for monthly testing and notifying the
Franchisee of any malfunctions.
 
21. Program Guide and Channel Card. The Franchisee will give each subscriber a
card indicating the channel lineup for cable service, for each outlet of
service. This card shall be provided free of charge at the time of installation.
The Franchisee shall furnish one new card free to each subscriber whenever there
is a change in the channel assignments. The Franchisee shall provide a printed
program guide for basic service channels, or if feasible, an electronic program
guide. The Franchisee will also provide a premium program guide to subscribers
of such service. A charge for program guides may be applied for providing a more
in-depth guide at subscriber's request.
<PAGE>   19
 
22. Franchise Holder's Rates. The Franchisee agrees that user and connection
fees shall be uniform as to all on-base subscribers within the categories set
forth in Schedule A.
 
     a. Rates for cable service shall be comparable to those in the general area
of the base, i.e., contiguous counties offering comparable services in
accordance with the most advanced industry service.
 
     b. The Franchisee shall notify the Cable Officer and subscribers in writing
of any proposed change in rates no less than 30 days or more than 90 days prior
to the change.
 
     c. If the Cable Officer determines that the proposed rate change is
unreasonable, i.e., that it is disproportionate to the number and quality of
programming options, the quality of signals and services, channel capacity or
the overall economics of the system, such determination shall be made in writing
to the Franchisee. Such determination may be appealed to the Commanding General
under paragraph 33 of this Agreement. In the event the parties are unable to
reach an agreement on a reasonable amount for a rate change, either the
Franchisee or the Government may elect to terminate this Agreement under
paragraph 29 d.
 
     d. Where the Franchisee operates a CATV system in a nearby community, the
Franchisee agrees to make available to the Cable Officer, at any time upon the
latter's demand, a schedule of its off-base fees.
 
     e. Official services purchased by the Government will not be subject to a
converter deposit; however, the Government agrees to report and pay for missing
or stolen converters utilized for official services.
 
23. Technical Requirements. The Franchisee agrees to provide a minimum system
channel capacity of 54 channels as shown in Schedule B which will meet all
technical requirements set forth in Exhibit 3. The performance criteria for the
composite system shall be as specified in Subpart K, Technical Standards, 47 CFR
76.601-619. The Cable Operator shall maintain the cable system so as to meet or
exceed the technical and design specifications described in Exhibit 3, Technical
System Description and Performance Specifications. The Franchisee is strongly
encouraged to design, construct and maintain a system that will exceed FCC
requirements. Standards and Practices as advanced by the National Cable
Television Association are suggested as minimal operating standards to ensure
acceptable quality service to all subscribers.
 
     a. Demonstrations of Performance. The Franchisee agrees to conduct
demonstrations of the performance and signal quality of its system utilizing
Franchisee-provided test equipment, at the following times: within the deadline
specified in the clause of this agreement entitled "Construction and Operation
Deadline", at
<PAGE>   20
 
least once each calendar year (at intervals of not less than six months and not
to exceed fourteen months); and when ordered to do so by the Cable Officer to
determine whether the system meets the performance requirements set forth in
Exhibit 3 and/or whether the construction schedule of paragraph 18 herein is
met. A copy of each performance demonstration, verifying compliance with
technical requirements, shall be forwarded to the Cable Officer.
 
     b. Inspection Rights. Following written notice to the Franchisee, the
Commanding General shall have a right of access to the Franchisee's facilities
and equipment for purpose of inspection to ensure compliance with the terms and
conditions of this Agreement.
 
24. Reporting Requirements. In addition to any other reports or documents
required in this Franchise Agreement, the Franchise Holder shall maintain and
provide the following reports to the Cable Officer within 60 calendar days of
the close of each calendar year unless otherwise stated.
 
     a. During the construction, installation, upgrade or rebuild phases, the
Franchisee shall submit a monthly Progress Report (due on the 10th day of each
calendar month until a phase is completed) which describes the contractor's
progress during the previous month. At a minimum the report shall indicate:
 
        1) Dates of actions and milestones achieved;
 
        2) Schedule extensions requested/received;
 
        3) Problems encountered and their resolutions.
 
     b. Upon establishing cable service availability, the Franchise Holder shall
complete and submit on an annual basis attached Schedules A and B and their
required documentation. Schedule A, the Annual Management Report, describes
operational status which will afford a clear understanding of the Franchise
Holder's current position; Schedule B summarizes technical performance.
 
     c. The Franchise Holder shall maintain a daily complaint log which
identifies all such calls and correspondence and their resolutions. At a minimum
the log shall identify the subscriber's name, address and telephone number;
nature of complaint; and the date, time and resolution of the problem. The log
shall be available for periodic inspection by the Cable Officer and during any
performance evaluation or franchise renewal proceedings. A summary of this log
shall be included in Schedule A.
 
     d. In the event the Franchise Holder publishes reports to shareholders, the
base's Cable Officer shall receive copies when distributed. Any audited
financial statements prepared for the Franchise Holder by a CPA shall also be
provided promptly to the Commanding General and the Contracting Officer.
<PAGE>   21
 
25. Performance Evaluation/Franchise Compliance. The Cable Officer shall
maintain a record of the Franchisee's performance for the purposes of franchise
administration and renewal as outlined in Section 546-c-1 of the Cable Act.
Performance and compliance will be determined in part based on the information
provided in Schedules A-B attached.
 
     a. The Cable Officer shall hold performance evaluation sessions starting
within 30 days of the even numbered anniversaries of the Franchisee's award or
renewal. Special evaluation sessions may be held at any time at the request of
the Cable Officer or Franchise Holder.
 
     b. Topics which may be discussed include, but are not limited to, system
performance; services provided; programming offered; customer complaints;
amendments to the franchise; line extension policies; franchise fee; free or
discounted service.
 
     c. The Cable Officer may organize a subscriber committee which will inform
the Contracting Officer of problems encountered with franchise service so that
the latter might work with the Franchisee to determine the extent of the problem
and best means of resolution. The Cable Officer shall conduct, at least once
during each 12-month period during the term of this Agreement, a meeting of the
subscriber committee and/or of individual subscribers in order to determine
subscriber opinion of overall quality and acceptability of Franchisee
performance. The Franchisee will be afforded the opportunity to participate in
such a meeting.
 
26. Term of CATV Franchise. Unless terminated beforehand pursuant to the terms
of Section 30 of this Agreement entitled "Termination", this Agreement shall
take effect upon execution by the Government via the Commanding General for a
term of fifteen years thereafter.
 
27. Franchise Renewal
 
     a. The renewal procedure shall follow the guidelines specified by Section
546 of the Cable Act, including but not limited to:
 
          1) Ascertainment by the Cable Officer, or designated representative,
of the Base's cable related needs and best interests.
 
          2) Review of the Franchisee's performance during the franchise term.
 
          3) Submissions of a renewal proposal by the Franchisee addressing the
Base's cable related needs and best interests.
 
     b. Determination of renewal will be base on:
<PAGE>   22
 
          1) Franchisee's compliance with the franchise and applicable law.
 
          2) Quality of service, including signal quality, customer complaints
and billing practices.
 
          3) Ability of incumbent to provide satisfactory services, facilities
and equipment offered in the renewal proposal.
 
          4) Reasonableness of the renewal proposal in meeting the Base's cable
related interests.
 
     c. The Cable Officer shall forward a recommendation to the Contracting
Officer and the Commanding General regarding the appropriateness of renewal of
the franchise in the light of the renewal process, documentation and other
available information. The Commanding General shall have signature authority for
initial and renewal franchises.
 
     d. Denial of proposal for renewal shall be based on any of the factors
described in Section 29a(1) through (14).
 
28. Nontransferability of Franchise Rights. The rights accruing to the
Franchisee under this Agreement are nontransferable without the written consent
of the Contracting Officer. Assignments or other transfer of the Franchisee's
rights under this Agreement without the written consent of the Contracting
Officer shall be grounds for default under the clause of this Agreement entitled
"Termination." This clause shall not apply to assignments of accounts receivable
or to mortgages, deeds of trust, or similar financing instruments, unless
operational or organizational control of the Franchisee is altered by such
instruments.
 
     a. The Franchisee shall notify the Contracting Officer promptly of any
proposed change in, transfer of, or acquisition by any other person of control
of the Grantee or any parent company. For purposes of this Agreement, a change
of control of the parent company will be deemed to have taken place upon the
transfer of 50% or more of the common stock of such parent company to an
unaffiliated entity. Every such change shall make the Franchisee subject to
immediate termination unless and until the Contracting Officer has granted
consent.
 
     b. As a condition of the Contracting Officer's consent, the proposed
transferee must agree to comply with all provisions of the Agreement, and must
show the financial, legal, technical and character qualifications to do so. The
Franchisee will bear the cost of independent evaluation of these qualifications.
<PAGE>   23
 
29. Termination.
 
     a. Provided that the Contracting Officer first serves the Franchisees with
written notice of a default under this Agreement, and gives the Franchisee the
opportunity to cure such default within 30 days after receipt of such notice,
the Government reserves the right to terminate this Agreement for default by the
Franchisee at any time in the event of any material breach of the franchise,
including but not limited to the following:
 
        1) Violation of any provision of this Agreement or the Cable Act, or any
rule, order, regulation or determination pursuant to the agreement or the Act;
 
        2) Attempt to evade any material provision of the Agreement or the
practicing of any fraud or deceit upon its subscribers or the Government;
 
        3) Misrepresentation of fact in the application for or negotiation of
the franchise agreement or renewal agreement;
 
        4) Failure to meet the installation and operation deadlines established
pursuant to the clauses of this Agreement unless such failure is due to factors
beyond the control of the Franchise Holder, acts of God included;
 
        5) Insolvency, bankruptcy, inability or unwillingness to pay its debts,
including subscriber refunds, where owed.
 
        6) Breach of the clause of this Agreement entitled "Transferability of
Franchise Rights";
 
        7) Loss of or failure to obtain or renew any FCC certificate,
registration or other Government authorization that may be required.
 
        8) Failure to obtain and maintain any public utility easements, road
crossings, or the like required to provide service.
 
        9) Frequent or unjustified delays in providing repair services.
 
        10) Failure to provide the types of services promised, assuming the
Franchisee has unsuccessfully pursued whatever recourse is available under
Section 545 of the Cable Act.
 
        11) Refusal or otherwise unreasonable failure to meet any of its
obligations under this Franchise Agreement and failure to correct the deficiency
within 10 days.
 
        12) Breach of any of the following clauses of this Agreement:
"Connections and Disconnects;" "Repairs;" "Continuity
<PAGE>   24
 
of Service;" or "Nontransferability of Franchise Rights".
 
        13) A broadcast without permission on the Government use channels.
 
        14) Placement on the list of debarred, ineligible or suspended firms
maintained by the Department of Defense.
 
     b. The foregoing shall not constitute a material breach if the violation is
not the fault of the Franchisee or results from circumstances beyond its
control. The Franchisee shall not be excused by mere economic hardship nor by
malfeasance of its shareholders, directors, officers, employees, or agents.
 
     c. Any decision by the Contracting Officer to terminate this Agreement
under paragraph 29 a. above is subject to review in accordance with paragraph 33
"Disputes."
 
     d. This provision may be invoked by either the Government or the
Franchisee. However, the provision concerning rate changes may be invoked only
after the Government and Franchisee are unable to reach agreement on what
constitutes a reasonable rate change, and a final determination has been issued
under Paragraph 33 advising the Franchisee that his proposed rate change is
unreasonable. Within 60 days of the issuance of such determination, either the
Franchisee or the Contracting Officer may initiate a written Notice of
Termination of Cable Agreement for Convenience of the Parties.
 
     e. In the event of termination, the Franchisee shall continue to provide
service until the effective date of the termination.
 
30. Government Liability Upon Expiration or Termination. The Government assumes
no liability whatsoever to the Franchisee for recovery of fixed costs required
to install the CATV system and to put it into operation or for any other
expenses incurred by the Franchisee as a result of expiration of this Agreement
under the clause entitled "Term of CATV Franchise Agreement" or of its
termination under the clause entitled "Termination." Where, however,
negotiations for the award of a new CATV Franchise Agreement are made necessary
by the expiration of the term of this Agreement or by the termination of this
Agreement under the conditions of the clause entitled "Termination", the
Contracting Officer shall, where feasible and where the equipment of the CATV
system has continued utility to the Base, permit the incumbent Franchisee to
offer its installed facilities for sale to those who desire to submit proposals
for the new CATV Franchise Agreement. However, nothing contained herein shall in
any way obligate the Government to purchase or effectuate a sale of the benefit
to the Franchisee. In lieu of the above, the Franchisee shall remove this
equipment from the Base as required in Section 33 entitled "Removal of
Facilities".
<PAGE>   25
 
31. Deactivation of the Base. The Government assumes no liability whatsoever to
the Franchisee for recovery of costs relating to the installation, construction
and hookup of the CATV system, or for any other costs, should the Base covered
by this Agreement be deactivated in whole or in part. In the event that all or
part of the base is deactivated and put to civilian uses that create a demand
for the Franchisee's services, this Agreement shall be conveyed only at the
discretion of the new franchise authority. The Agreement shall, upon the
Franchisee's request, be terminated as to the deactivated areas.
 
32. Removal of Facilities. The Government reserves the right to require the
Franchisee to remove from the Base at the Franchisee's expense, all equipment,
facilities and materials of the CATV System, and to restore affected areas to
their former condition, within 90 calendar days after expiration or termination
of this Agreement. In the event the Franchisee shall fail to remove the
aforesaid, it shall be deemed to have been abandoned by the Franchisee. The
Franchisee shall reimburse the Government for the cost, if any, incurred by the
Government, in effecting removal or otherwise restoring its property to its
former condition. Abandoned materials become the property of the Government.
 
33. Disputes. The Cable Officer shall decide all disputes concerning questions
of fact that may arise between the Franchise Holder and subscribers. The
Contracting Officer shall decide disputes between the Cable Officer and the
Franchisee; appeals may be made to the Commanding General. The Commanding
General shall put his decision in writing and mail a copy to the Franchisee
within 30 days of reaching such decision. The decision of the Commanding General
shall be final, conclusive and not subject to further review by administrative
or judicial tribunals.
 
     a. If a dispute arises concerning interpretation of terms and conditions in
this Agreement, the Franchisee and Contracting Officer shall meet and attempt to
reach a mutually agreeable resolution. If such effort fails, the Contracting
Officer shall issue, in writing, a final decision which may be appealed to the
U.S. Claims Court within 12 months of the date of issuance of the Contracting
Officer's final decision. The Government reserves the right to require
certification as to entitlement and accuracy of sums claimed by the Franchisee
as a condition precedent to payment of such claims.
 
     b. The Franchisee shall, in all good faith, proceed diligently with
performance of all aspects of this contract, pending final resolution of any
request for relief, claim, appeal or action related to the contract.
 
34. Modifications of Government Regulations. The parties reserve the right to
reopen and renegotiate the terms of this Agreement in the event that statutory
or regulatory changes of a material,
<PAGE>   26
 
substantive nature are made with respect to regulation and implementation of the
cable television industry and franchisees therefor.
 
35. Franchise and Analogous Fees. The Franchise Holder shall remit to the
Government a franchise fee which shall be equal to 5% of the gross receipts
received from all base subscribers for "all cable service". "All cable service"
shall be defined as basic and premium programming and all other subscriber
income resources. Installation fees, and one time service fees are not subject
to franchise fees. Franchise fees from "Pay for View" programming will only be
charged against the amount of the total "Pay for View" fee that is retained by
the Franchise Holder. The first monthly Franchise fee payment will be due 75
days after the contract's effective date (e.g., 15 August 1991 if contract
effective on 1 June 1991). Franchise fee payments will be paid monthly
thereafter with payments due by the 15th of each calendar month. In lieu of
submitting utility pole fees to the Government, the Franchisee shall provide
cable service at no charge to the Government for up to forty (40) common areas
identified in writing by the Government's Cable Officer and effective annually
on 1 January.
 
36. Utilities Services. The Franchise Holder shall pay the Commanding General
for the use authorized herein for utilities services on a metered basis, with
the metering being installed at the Franchisee Holder's expense, for the entire
system. The rate for such use shall be the same rate charged to other private
party users.
 
37. Contractor Vehicle Authorization. All privately owned vehicles must be
properly registered and identified in accordance with Base regulations. All
drivers must have valid motor vehicle operator's licenses. All vehicles must
conform to federal and state safety standards and be properly and currently
licensed, inspected, and insured. Any accidents must be immediately reported to
the Cable Officer and Base Security Officer.
 
38. Security Requirements. The Franchise Holder shall furnish the Cable Officer
a roster of personnel assigned, will keep the roster current, and will report in
writing immediately any termination of personnel assigned. All employees of the
Franchise Holder employed in the performance of work under this Agreement shall
be employees of or contractors working on behalf of the Franchise Holder at all
times and not employees of the Government.
<PAGE>   27
 
39. FAR Provisions Incorporated by Reference. The following FAR provisions are
hereby incorporated by reference in this CATV Franchise Agreement.
 
<TABLE>
<CAPTION>
                           FAR                            CLAUSE TITLE
            ---------------------------------   --------------------------------
            <S>                                 <C>
            FAR 52.229-3                        Federal, State and Local Taxes
            FAR 52.203-1                        Officials Not to Benefit
            FAR 52.203-5                        Convent Against Contingent Fees
            FAR 52.203-3                        Gratuities
            FAR 52.222-3                        Convict Labor
            FAR 52.232-17                       Interest
</TABLE>
 
40. Compliance with Section 554 of CCPA. The Franchise Holder shall comply with
Section 554 of the Cable Communications Policy Act of 1984 with respect to Equal
Opportunity.
 
41. The Franchise Holders fees shall be deregulated, as provided for under the
CCPA and FCC rules. In no event shall the rates charged to subscribers on the
Base be higher than the rates for equivalent cable television service provided
by the Franchise Holder in the geographic area proximate to the Base. The
Franchise Holder shall give all existing customers and the Commanding General no
less than 30 days notice and no more than 90 days notice before the effective
date of any fee increase.
 
42. Compliance with Drug Free Work Place Act. The Franchise Holder shall comply
with the Drug Free Work Place Act of 1988.
 
43. Disclaimer of Official Sanction. In soliciting subscribers following
execution of this Agreement, the Franchise Holder shall under no circumstances
purport to offer its services as an officially sanctioned or recommended benefit
or in any other way convey the impression that subscription is anything other
than totally voluntary on behalf of subscribers.
 
44. Nondiscriminatory Availability. The Franchise Holder shall not, as to rates,
charges, service, service facilities, or in any other respect grant undue
preference to any subscriber or subject any subscriber to prejudice or
disadvantage.
 
45. Compliance with Laws and Regulations. The Franchise Holder shall comply with
all laws, ordinances, statutes and regulations pertaining to the provisions of
this Franchise Renewal Agreement, including those Marine Corps Combat
Development Command regulations pertaining to Base admission, identification,
security and personnel conduct.
<PAGE>   28
 
46. Protection of Subscriber Information.
 
     a. At the time of entering into an agreement to provide any cable service
or other service to a subscriber, and at least once a year thereafter, the
Franchisee shall provide notice in the form of a separate, written statement to
such subscriber which clearly and conspicuously informs the subscriber of:
 
        (1) The nature of personally identifiable information collected or to be
collected with respect to the subscriber and the nature of the use of such
information;
 
        (2) The nature, frequency, and purpose of any disclosure which may be
made of such information, including an identification of the types of persons to
whom the disclosure may be made;
 
        (3) The period during which such information will be maintained by the
Franchisee;
 
        (4) The times and places at which the subscriber may have access to such
information in accordance with paragraph 16b;
 
        (5) The limitations provided by this section with respect to the
collection and disclosure of information by a Franchisee and the right of the
subscriber.
 
     In the case of subscribers who have entered into such an agreement before
the effective date of this paragraph, such notice shall be provided within one
hundred eighty (180) days of such date, and at least once a year thereafter.
 
     b. For purposes of this section, the term "personally identifiable
information" does not include any record of aggregate data which does not
identify particular persons.
<PAGE>   29
 
47. Signatures.
 
     IN WITNESS WHEREOF, the Government and the Franchisee have caused this
Agreement to be executed as of the day and year first below written.
 
                                      THE UNITED STATES OF AMERICA
 

                                      by /s/  [ILLEGIBLE]
                                         ---------------------------------------
                                         Commanding General                DATE
                                         Marine Corps Base
                                         Marine Corps Combat Development Command
                                         Quantico, Virginia 22134
                                         Telephone: (703) 640-5902
 
                                      FRANCHISEE
 
                                      by /s/  ROBERT ROSENCRANS     Dec. 5, 1990
                                         ---------------------------------------
                                         (Name) Robert Rosencrans          DATE

                                         Title President
                                               ---------------------------------
                                         Company Columbia Associates, L.P.
                                                 -------------------------------
                                         Address 9 Greenwich Office Park
                                                 -------------------------------
                                         City/State Greenwich, CT 06330
                                                    ----------------------------
                                         Telephone: (203) 661-1509
                                                    ----------------------------
 
     I, Scott N. Ledbetter certifiy that I am the Secretary of the Corporation
named herein; and that the foregoing instrument was duly signed for and on
behalf of said corporation by authority of its governing body and is within the
scope of its incorporated power.
<PAGE>   30
 
                                   EXHIBIT 3
 
                             Technical Requirements
 
1. SCOPE
 
1.1 This exhibit sets forth the minimum technical engineering, performance,
installation, and construction requirements which shall be met by the Franchisee
in fulfilling his obligations under the Franchise Agreement. Summaries of the
Cable Operator's design and technical specifications appear in Schedule B and
are included in this exhibit by reference.
 
1.2 The Franchisee may request a waiver of any requirement of this Exhibit where
local conditions render a waiver essential. Such requests shall be directed to
the Contracting Officer who, in consultation with the Cable Officer, shall
determine whether such requests should be considered. Waivers shall be granted
only where technically acceptable to and in the best interests of the United
States Marine Corps. Any such waivers must be signed by both parties and
incorporated as Amendments to this Agreement.
 
2. APPLICABLE DOCUMENTS
 
2.1 Military Specifications or Standards. There are no military specifications
applicable to this exhibit.
 
2.2 Other. Federal: Federal Communications Commission (FCC) Rules and
Regulations ("R&R") Parts 73, 76 and 78. Industry: Electronic Industry
Association (EIA) RS-170; National Cable Television Association (NCTA)
Standards; National Electrical Code; National Electrical Safety Code.
 
3. REQUIREMENTS
 
3.1 Engineering. The system furnished in accordance with this exhibit shall
distribute NTSC-TV signals with standard 6 Mhz channel bandwidths, as designated
by FCC R&R, Part 73, Sections 73.6703 and 73.682 and/or as specified in
supporting documentation.
 
3.2 General. All cabling shall be of a size and construction that will assure
that the system functions as specified herein. All cable and components
installed shall be wholly suitable for the conditions to which they may be
exposed. (Note: Where not required for initial operation, unused cable ends
shall be sealed and protected from moisture and other possible damage. In
addition, all unused cable outputs shall be electrically terminated by 75 ohm
resistors.)
 
                                        1
<PAGE>   31
 
3.3 Antennas. Antennas shall comply with all the United States Marine Corps
and/or FAA safety requirements concerning lighting, marking and analogous
features. Each antenna shall be of sufficient gain and directivity to provide
adequate reserve signal to noise ratio and suppression of adjacent channel
interference.
 
3.4 Electricity. The Franchisee shall meet all National Electrical Safety Code
standards with regard to lightning, power surges and proper grounding.
 
3.5 Subscriber Installation Material. Cable fittings, ground blocks, etc., shall
be of a quality that will provide secure and safe construction. Where grounding
wire, rod, clamps, etc. are used, they shall be selected to conform to pertinent
National Electric Code and local electrical safety specifications.
 
3.6 Best Engineering Effort. The Franchisee shall employ a best engineering
effort in antenna design, limited only by restrictions imposed by the state of
the art and zoning limitations, to avoid or to minimize co-channel interference,
electrical noise interference, multipath signal or excessive fading.
 
3.7 Performance Standards. The Franchisee shall ensure that the CATV system
meets or exceeds the performance standards specified in Schedule B of the
Proposal, and meets at a minimum the following technical specifications.
 
     a. Hum modulation in any amplifier shall be kept to a minimum and shall in
no event be greater than 5%.
 
     b. Carrier to noise ratio at any television receiver, including the
receiver in the system that is located electrically the farthest away from the
headend, shall be at least 42 dB.
 
     c. Composite triple beat at any television receiver, including that
receiver in the system that is located electrically the farthest away from the
headend, shall be at least 52 dB below the carrier level.
 
     d. In addition, all relevant FCC and Franchisee-proposed technical
performance rules shall be complied with. In any event meeting the
specifications set forth herein shall not relieve the Franchisee from providing
clear quality video and aural signals, including any color information that may
be present.
 
3.8 Radiation Leakage. Incidental radiation from any part of the system or
service outlets shall conform with Part 15 of FCC Rules
 
                                        2
<PAGE>   32
 
and Cumulative Leakage Index requirements, or such modifications thereof as may
be adopted subsequently.
 
3.9 Overhead. The installation shall conform to the requirements applicable to
urban districts in the National Electrical Safety Code and shall apply to all
streets, alleys, roads, and drives. All aerial coaxial cables shall be laced
with lashing wire to messenger cables by means of a suitable lashing machine.
Lashing wire shall be 0.045-inch stainless steel of the type used to lash aerial
telephone cables. The pitch of lashing wire may be from 10 to 15 inches but
shall be consistent throughout the system. At a minimum the system shall be
grounded at every first, tenth and last pole in a span.
 
3.10 Ground Clearance. The installation of all CATV cabling shall not conflict
with or cause any other cabling (i.e., communications, power, etc.) to violate
established ground clearance criteria (existing and/or future).
 
3.11 Underground. Cables shall be unreeled and placed at the bottom of the
trench. Cables normally shall not be unreeled and pulled into the trench from
one end. Cable shall be in one piece without splices between connections except
where the distance exceeds the length in which the cable is manufactured.
 
3.12 Conduit. Under paved areas and roadways, the cables shall be installed in
adequately sized conduit in accordance with NEC and NESC standards. Conduit
shall be extended not less than two feet beyond pavements and roadways, when
such roadway is utilized for vehicular traffic.
 
3.13 Trenches. Trenches in which direct burial cables are placed shall have a
minimum depth of 18 inches below grade, and shall generally be in straight lines
between cable connections, except as otherwise necessary. Bends in trenches
shall have a radius of not less than 36 inches.
 
3.14 Rock. Armored cable or conduit shall be used where rock is encountered.
Rock, where encountered, shall be removed to a depth of not less than three
inches below the cable depth and the space filled with sand or clean earth, free
from particles that would be retained in a one quarter inch sieve.
 
                                        3
<PAGE>   33
 
                                   SCHEDULE A
                            ANNUAL MANAGEMENT REPORT
 
     This form is to be filed with the Franchise Administrator within 60 days of
the close of each calendar.
 
<TABLE>
<S>  <C>                                                         <C>
A.   Construction/Service
     --------------------
1.   Current Plant Miles
                                                                 -------------------------
2.   Remaining Construction
                                                                 -------------------------
3.   No. Channels Activated
                                                                 -------------------------
4.   Rates Increased During year?
                                                                 -------------------------
5.   Previous basic rate/# channels
                                                                 -------------------------
6.   Prev. exp. basic rate/# channels
                                                                 -------------------------
7.   Prev. Premium rate(s)
                                                                 -------------------------
8.   Please attach a current channel lineup and rate card.

9.   Program additions and/or deletions.

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

B.   Subscriptions
     -------------
1.   Potential outlets in area
                                                                 -------------------------
2.   Number of outlets passed
                                                                 -------------------------
3.   Beginning Subscribers
                                                                 -------------------------
     a. New connects
                                                                 -------------------------
     b. Reconnects
                                                                 -------------------------
     c. Other
                                                                 -------------------------
4.   Total Disconnects
                                                                 -------------------------
     a. Moved
                                                                 -------------------------
     b. Bad Debt
                                                                 -------------------------
     c. Other
                                                                 -------------------------
     d. Change: Increase (Decrease)
                                                                 -------------------------
5.   Additions/deletions of consideration drops (Schedule D)

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

C.   Customer Service Standards                          Service               Repairs
     --------------------------                          -------               -------

1.   Customer Service Phone Number               
                                                    ------------------    ------------------
2.   Hours/days of CSR availability              
                                                    ------------------    ------------------
3.   Answering Service Hours                     
                                                    ------------------    ------------------
4.   Number of phone lines                       
                                                    ------------------    ------------------
5.   Avg. # CSR's available at one time          
                                                    ------------------    ------------------
6.   Maximum time before CSR pick-up             
                                                    ------------------    ------------------
7.   Hours/days repairs will be made             
                                                    ----------------------------------------
8.   Max. time before repair visit               
                                                    ----------------------------------------
9.   Appt. available for install repairs                    Yes                    No  

10.  On-base payment location                                                                 
                                                    ----------------------------------------
11.  Payment due      days after receipt of bill   

12.  Written notification before disconnection              Yes                    No
                                                                                            
</TABLE>                                                         


                                    1 of 2
<PAGE>   34
 
                                   SCHEDULE A
 
                            Annual Management Report
 
<TABLE>
<C>  <S>                              <C>         <C>  <C>                              <C>
D. Service/Repair Visits

  1. Installation                                   2. Disconnects
                                      ----------                                        ----------
  3. Reconnect                                      4. Up/downgrade
                                      ----------                                        ----------
  5. VCR hookup                                     6. Illegal hookup
                                      ----------                                        ----------
  7. Installation Error                             8. TV set problem
                                      ----------                                        ----------
  9. Converter problem                             10. Drop problem
                                      ----------                                        ----------
 11. Line problem                                  12. No trouble found
                                      ----------                                        ----------
 13. Not home                                      14. Other
                                      ----------                                        ----------
 15. Total service visits                          16. Telephone Report
                                      ----------                                        ----------
</TABLE>
 
E. Outages
 
   Date        Length       #Calls       #Units affected       Reason for outage
   -----------------------------------------------------------------------------
 
a.
   -----------------------------------------------------------------------------
 
b.
   -----------------------------------------------------------------------------
 
c.
   -----------------------------------------------------------------------------
 
F. Comments, plans, problems, issues (indicate any changes in policies,
management, address, telephone number etc.)


                                    2 of 2
<PAGE>   35
 
                                   SCHEDULE B
 
              Technical Description and Performance Specifications
 
A. Physical Plant
   --------------

1. Miles of plant:                              Aerial
                                    ------------
                                                Underground
                                    ------------ 

   Construction complete?     Yes      No
                          ----     ----

2. Channel capacity:     channels, passband      -     MHz.
                     ----                   ----- -----

3. Activated channels:     Downstream          to     MHz.
                       ----             -------  -----
                           Upstream            to     MHz.
                       ----             -------  -----

4. Features (check if available):

   Audio
                                        -------
   Stereo Audio
                                        ------- 
   Pay-per-view
                                        -------
   Cable-ready basic
                                        -------
 
5. Channels unusable for video due to interference or other reasons:
 
--------------------------------------------------------------------------------
 
6. Maximum cascade from headend:

   Trunk amplifiers
                                        -------
   Bridger(s)
                                        -------
   Line Extender(s)
                                        -------

7. Equipment added or replaced during previous year:
 
--------------------------------------------------------------------------------
 
B. Signal Quality
   --------------

1. Date of last demonstration of technical performance:
                                                       -------------------------

2. Results of demonstration (measured levels) at worst case test points:
 
   a.    Carrier to noise                                      dB
                                                 -----------
   b.    Carrier to low frequency                              dB
                                                 -----------
   c.    Carrier to second order                               dB
                                                 -----------
   d.    Carrier to cross modulation                           dB
                                                 -----------
   e.    Carrier to composite beat                             dB
                                                 -----------
 
3. Frequency vs. gain response of the passband shall not exceed N / 10 +
__________dB, where N = number of amplifiers in cascade.
 
                                     1 of 2
<PAGE>   36
 
                                   SCHEDULE B
 
              Technical Description and Performance Specifications
 
4. Frequency vs. gain response of a signal channel as measured across any 6 MHz
spectrum shall not exceed +/-           dB.
 
5. The system shall meet or exceed all FCC technical standards contained in Part
76, Subpart K of FCC Rules and Regulations.
 
C. Comments
 
                                     2 of 2
<PAGE>   37
 
Addendum #1 to Franchise Agreement entered into on 6 December 1990 at Marine
Corps Base, Marine Corps Combat Development Command, Quantico, Virginia, 22134
by and between the United States of America, and Columbia Associates (L.P. d/b/a
Columbia Cable of Virginia) which parent company is Columbia International,
Inc., 9 Greenwich Office Park, P.O. Box 4624, Greenwich, Connecticut, 06830.
 
For the mutual benefit of all parties, this Addendum, the terms of which are set
forth, is made and entered into on 7 June 1991, by and between the United States
of America, hereinafter called USA, and Columbia Associates, hereinafter called
the Franchisee.
 
1. That the five percent (5%) franchise fee shall apply to basic service only.
That the franchise fee is not allowable as a separate increase to the bill with
a direct pass through expense to customers.
 
2. That a 50% discount coupon off the price of the non-promotional installation
fees for basic service shall be made available by the Franchisee to all military
patrons at Marine Corps Combat Development Command.
 
3. That the computation of the franchise fee payable shall commence on 1 July
1991.
 
4. That the current five percent (5%) rate increase published by the Franchisee
shall be rescinded. No rate increase shall occur prior to 1 January 1992.
 
5. That the format of the current customer fee schedule shall remain as
currently printed until 1 July 1992 when a "breakout" of the franchise amount as
a separate line item will become effective. A customer fee increase will not be
effected at this time. The basic cable rate amount shown will be reduced by the
five percent (5%) franchise fee "breakout" shown.
 
6. That this Addendum will commence and become effective on 7 June 1991.
 
7. Except as rendered inconsistent by provisions of the Addendum, all provisions
of the basic agreement will be part of this Addendum.
 
                                            THE UNITED STATES OF AMERICA
 
                                            by /s/  Ed Cook Jr.       10 June 91
                                               ---------------------------------
                                               Commanding General         DATE
                                               Marine Corps Base
                                               Marine Corps Combat Development
                                               Command
                                               Quantico, Virginia 22134
                                               Telephone: (703) 640-5902
 
                                     1 of 2
<PAGE>   38
 
                         FRANCHISEE
 
 
                         by /s/  Richard H. Rosencrans             6/7/91
                            ----------------------------------------------------
                            (Name)                                  DATE
 
                            Title Vice President -- Columbia International, Inc.
                                  ----------------------------------------------
                                  9 Greenwich Office Park
                                  P.O. Box 4624
                                  Greenwich, Connecticut 06830
                                  Telephone: (203) 661-1509
 
                                     2 of 2