<PAGE>   1
                                                                    EXHIBIT 2.19



                          PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT is made as of the 18th day of
October, 1995, by and between JONES INTERCABLE, INC., a Colorado corporation
("Seller"), and JONES CABLE HOLDINGS, INC., a Colorado corporation ("Buyer").

                                    RECITALS

         A.      Seller owns and operates (i) a cable television system in and
around the Towns of Marana and Oro Valley, Arizona and Pima County, Arizona
(the "Pima System"); (ii) a cable television system in and around Anne Arundel
County, Maryland and Fort George M. Meade, Maryland (the "Anne Arundel
System"); (iii) a cable television system in and around the Towns of Indian
Head and La Plata, Maryland, Indian Head Naval Ordnance Station and Charles and
St. Mary's Counties, Maryland (the "Charles County System"); (iv) a cable
television system in and around the Towns of Empire, Georgetown and
Silverplume, Colorado, the City of Idaho Springs, Colorado and unincorporated
Clear Creek County, Colorado (the "Clear Creek System"); and (v) a cable
television system in and around the Town of Dearing, Georgia, the City of
Thomson, Georgia, McDuffie County, Georgia, the Town of Trenton, South
Carolina, the City of North Augusta, South Carolina, and Edgefield and Aiken
Counties, South Carolina (the "North Augusta System"); and

         B.      Seller owns 100% of the outstanding stock of (i) Evergreen
Intercable, Inc. ("Evergreen"), which owns and operates a cable television
system in and around certain portions of Jefferson County, Colorado (the
"Evergreen System"), (ii) Jones Tri-City Intercable, Inc. ("Tri-City"), which
owns and operates a cable television system in and around certain portions of
Jefferson County, Colorado, Arapahoe County, Colorado and the Town of Morrison,
Colorado (the "Tri-City System"); and (iii) Jones Intercable of Alexandria,
Inc. ("Jones of Alexandria"), which owns and operates a cable television system
in and around the City of Alexandria, Virginia and Fort Myer, Virginia (the
"Alexandria System"); and

         C.      Seller is party to that certain Asset Purchase Agreement dated
as of February 22, 1995, as amended (the "Augusta Purchase Agreement") with
Cable TV Fund 12-B, Ltd. ("Fund 12-B"), by which Seller has agreed to purchase
from Fund 12-B the cable television system owned by Fund 12-B in and around



<PAGE>   2





the Cities of Augusta, Blythe and Hephzibah, Georgia and the Counties of Burke,
Columbia and Richmond, Georgia (the "Augusta System"); and

         D.      Seller desires to sell to Buyer, and Buyer desires to purchase
(i) from Seller, (a) the Pima System and the North Augusta System, (b) the
stock of Jones of Alexandria (the "Alexandria Stock"), (c) Seller's rights and
obligations under the Augusta Purchase Agreement, and (d) certain cash of
Seller and (ii) from Evergreen and Tri-City (together, the "Cable
Subsidiaries"), respectively, the Evergreen System and the Tri-City System
(together, the "Subsidiary Systems"), which Subsidiary Systems (and the Clear
Creek System) will be purchased by a subsidiary of Seller (the "Colorado
Subsidiary").  In addition, Seller desires to transfer the Anne Arundel System
and the Charles County System (together, the "Maryland Systems") to its
wholly-owned subsidiary, Jones Communications of Maryland, Inc. ("JCM") in
exchange for the issuance by JCM of 100% of its stock (the "JCM Stock") to
Seller, and Seller desires to subsequently sell to Buyer, and Buyer desires to
purchase from Seller, the JCM Stock.

                                   AGREEMENT

         In consideration of the mutual promises contained in this Agreement
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:

         1.      Purchase and Sale.  Subject to the terms and conditions set
forth in this Agreement, Seller shall (or, with respect to the Subsidiary
Systems, cause the Cable Subsidiaries to) sell, convey, assign, transfer and
deliver to Buyer, and Buyer shall (or with respect to the Subsidiary Systems
and the Clear Creek System, cause the Colorado Subsidiary to) purchase from
Seller (or, with respect to the Subsidiary Systems, from the Cable
Subsidiaries):

                 (a)      On the Augusta Closing Date (as defined in Paragraph
13 hereof), (i) all of Seller's rights and obligations under the Augusta
Purchase Agreement (the "Augusta Purchase Rights") and (ii) cash in an amount
equal to the sum of (A) One Million and no/100's Dollars ($1,000,000.00) plus
(B) the purchase price due to Fund 12-B pursuant to the Augusta Purchase
Agreement for the sale by Fund 12-B of the System, as adjusted as required by
the Augusta Purchase Agreement (which amount, prior to such adjustments being
made, is





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<PAGE>   3


One Hundred Forty-Two Million Six Hundred Eighteen Thousand and no/100's
Dollars ($142,618,000.00)).

                 (b)      On the Second Closing Date (as defined in Paragraph
13 hereof), all of Seller's interest in (i) the Pima System, the North Augusta
System and the Clear Creek System (collectively, the "Owned Systems") and the
Cable Assets (as defined in Paragraph 2 hereof), (ii) the Alexandria Stock,
(iii) the JCM Stock (provided, that prior to the transfer of the JCM Stock to
Buyer, Seller shall have transferred the Maryland Systems to JCM in exchange
for the issuance to Seller by JCM of such stock) and (iv) cash in an amount
equal to $250,000,000.00 (which amount shall be deemed to include the purchase
deposits made in escrow by Seller in favor of (A) Benchmark/Manassas Cable Fund
Limited Partnership ("Benchmark") pursuant to that certain Asset Purchase
Agreement dated as of May 31, 1995 between Seller and Benchmark, as assigned by
Seller to Jones of Alexandria pursuant to that certain Assignment and
Assumption Agreement dated as of September 1, 1995 between Seller and Jones of
Alexandria (the "Benchmark Purchase Agreement") and (B) Cablevision of Manassas
Park, Inc. ("CMP") pursuant to that certain Asset Purchase Agreement dated as
of May 31, 1995 between Seller and CMP, as assigned by Seller to Jones of
Alexandria pursuant to that certain Assignment and Assumption Agreement dated
as of September 1, 1995 (the "CMP Purchase Agreement"); and the purchase
deposit made in escrow by Jones of Alexandria in favor of Columbia Associates,
L.P. ("Columbia") pursuant to that certain Asset Purchase Agreement dated as of
June 30, 1995 between Jones of Alexandria and Columbia (the "Columbia Purchase
Agreement" and, with the CMP Purchase Agreement and the Benchmark Purchase
Agreement, the "New Virginia System Purchase Agreements")) less the amount of
cash delivered to Buyer on the Augusta Closing Date.

         All of the assets described above in this Paragraph 1 shall be
transferred and sold free and clear of all security interests, liens, pledges,
charges and encumbrances (other than (w) liens for taxes not yet subject to
penalties for nonpayment and liens for taxes the payment of which is being
contested or the time for doing so has not yet expired; (x) zoning laws and
ordinances and similar legal requirements; (y) rights reserved to any
governmental authority to regulate the affected Assets; and (z) as to real
property interests, any easements, rights-of-way, servitudes, permits,
restrictions and minor imperfections or irregularities in title which are
reflected in the public records and which do not





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individually or in the aggregate materially interfere with the right or ability
to own, use or operate the real property or to convey good, marketable and
indefeasible title to such real property (collectively, the "Permitted Liens").

         2.      Assets Conveyed.  The assets to be conveyed to Buyer and, as
applicable, the Colorado Subsidiary, hereunder (the "Assets") shall consist of:

         (a)     With respect to the Owned Systems, all of the assets and
properties of Seller and the Cable Subsidiaries, whether real, personal,
tangible or intangible, of whatever description and wherever located, now owned
or used by Seller or the Cable Subsidiaries solely in connection with Seller's
or the Cable Subsidiaries' ownership or operation of the Owned Systems, except
those items excluded pursuant to Paragraph 3 hereof, but including all
additions made between the date hereof and the Closing Date, to the end that
all of Seller's and the Cable Subsidiaries' assets owned on the Closing Date
which are used or owned solely in connection with Seller's or the Cable
Subsidiaries' ownership or operation of the Owned Systems shall be sold and
transferred to Buyer.  Such assets (collectively, the "Cable Assets") shall
include, without limitation:

                 (i)      all of Seller's and the Cable Subsidiaries' towers,
tower equipment, antennas, aboveground and underground cable, distribution
systems, headend amplifiers, line amplifiers, earth satellite receive stations
and related equipment, microwave equipment, testing equipment, motor vehicles,
office equipment, furniture and fixtures, supplies, inventory and other
physical assets owned or used by Seller or the Cable Subsidiaries solely in
connection with Seller's or the Cable Subsidiaries' ownership or operation of
the Owned Systems;

                 (ii)     the franchises, leases, agreements, permits,
consents, licenses and other contracts, pole line or joint pole agreements,
underground conduit agreements, agreements for the reception or transmission of
signals by microwave, easements, rights-of-way and construction permits, if
any, and any other obligations and agreements between Seller or the Cable
Subsidiaries and suppliers and customers, which are owned or used by Seller or
the Cable Subsidiaries solely in connection with Seller's or the Cable
Subsidiaries' ownership and operation of the Owned Systems;





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                 (iii)    the real property owned and used solely in connection
with the Owned Systems;

                 (iv)     all accounts receivable of Seller and the Cable
Subsidiaries arising in connection with the Owned Systems;

                 (v)      all engineering records, files, data, drawings,
blueprints, schematics, maps, reports, lists and plans and processes owned or
developed by or for Seller or the Cable Subsidiaries and intended for use
solely in connection with the Owned Systems;

                 (vi)     all promotional graphics, original art work, mats,
plates, negatives and other advertising or related materials developed by or
for Seller or the Cable Subsidiaries and intended for use solely in connection
with the Owned Systems; and

                 (vii)    all of Seller's and the Cable Subsidiaries'
correspondence files, lists, records and reports concerning customers and
prospective customers of the Owned Systems, concerning television stations
whose transmissions are or may be carried as a part of the Owned Systems and
concerning all dealings with Federal, state, and local regulatory agencies
relating to the ownership or operation of the Owned Systems, including all
reports filed by or on behalf of Seller or the Cable Subsidiaries with the
Federal Communications Commission (the "FCC") in connection with the Owned
Systems and any Statements of Account of the System filed by or on behalf of
Seller or the Cable Subsidiaries with the United States Copyright Office in
connection with the Owned Systems; provided however, that Seller and the Cable
Subsidiaries shall not transfer to Buyer the licenses and agreements identified
on Exhibit A attached hereto (the "Additional Agreements") until Seller or the
Cable Subsidiaries have obtained the approval of the parties granting the
Additional Agreements to such transfer, whereupon such Additional Agreements
shall be deemed to be included in the assets to be transferred to Buyer
pursuant to this Agreement.

         (b)     The Alexandria Stock, which shall consist of 1000 shares of
the Common Stock of Jones of Alexandria.

         (c)     The JCM Stock, which shall consist of 1000 shares of the
Common Stock of JCM.





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<PAGE>   6





         (d)     The Augusta Purchase Rights.

         (e)     Cash in the amount of Two Hundred Fifty Million and no/100's
($250,000,000.00), (which includes the deposits made by Seller and Jones of
Alexandria pursuant to the New Virginia Systems Purchase Agreements), which
shall be conveyed to Buyer as described in Paragraphs 1, 4 and 13 hereof.

         3.      Excluded Assets.          The following properties and assets
relating to the Owned Systems and their business operations shall be retained
by Seller and, as applicable, the Cable Subsidiaries, and shall not be sold,
assigned or transferred to Buyer:

         (a)     all claims, rights and interest in and to any refunds for
Federal, state or local income or other taxes or fees of any nature whatsoever
for periods prior to the Closing Date which are attributable to the Assets,
including without limitation, fees paid to the United States Copyright Office;
and

         (b)     assets which would otherwise be deemed Assets, but which have
been disposed of in the normal course of business or with the written consent
of Buyer between the date hereof and the Closing Date.

         4.      Purchase Price.  Subject to the adjustments to be made in
accordance with Paragraph 5 hereof, the total purchase price for the Assets
shall be Five Hundred Twenty-Three Million Four Hundred Five Thousand Six
Hundred Twelve and no/100's ($523,405,612.00) (the "Purchase Price"), which
shall be payable by Buyer to Seller as follows:

         (a)     At the Augusta Closing (as defined in Paragraph 13 below),
Buyer shall deliver to Seller a promissory note substantially in the form
attached hereto as Exhibit B (the "Augusta Note"), the principal amount of
which shall be equal to the amount of cash which has been delivered to Buyer by
Seller at the Augusta Closing; to wit, the sum of (i) One Million and no/100's
Dollars ($1,000,000.00) and (ii) the purchase price due to Fund 12-B pursuant
to the Augusta Purchase Agreement for the acquisition of the Augusta System, as
such amount is adjusted as required by the Augusta Purchase Agreement.





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         (b)     At the Second Closing (as defined in Paragraph 13 below),
Buyer shall deliver to Seller a promissory note in the form attached hereto as
Exhibit B  (the "Second Note"), the principal amount of which shall be equal to
(i) the Purchase Price, subject to the adjustments made in accordance with
Paragraph 5 below, less (ii) the amount of the Augusta Note.

         5.      Adjustments.  All adjustments provided for herein with respect
to this transaction shall increase or decrease the Purchase Price, as
appropriate, and shall be made as of the close of business (5:01 p.m., Mountain
Time) on the Second Closing Date.

         (a)     Rent, pole rents, franchise fees, taxes, power and utility
fees and deposits, insurance premiums, licenses, customer prepayments and
deposits attributable to the Owned Systems, and other prepayments and amounts
due which are attributable to the Owned Systems shall be prorated and debited
or credited to Seller or Buyer, as applicable.  For purposes of adjustments
made under this Paragraph 5(a), the subscriber accounts receivable of the Owned
Systems which are due and payable for and with respect to the month in which
the Closing takes place shall be prorated as of the Closing Date.

         (b)     The Purchase Price shall be reduced by any accounts payable,
accrued expenses and vehicle lease obligations for which Seller or the Cable
Subsidiaries would otherwise be liable hereunder in connection with the Owned
Systems, but for which the obligation for payment is assumed by Buyer.

         (c)     Seller and Buyer shall jointly determine the adjustments
required by this Paragraph 5 at the Closing.  The net amount to which Buyer or
Seller, as the case may be, is entitled pursuant hereto shall be thereupon paid
by Buyer or Seller, as the case may be, by an adjustment to the Purchase Price.
All adjustments made at Closing shall be tentative and shall be subject to
final adjustment within 90 days after Closing.

         6.      Assumption of Liabilities.  Buyer shall assume and discharge
all debts, liabilities and obligations of Seller (and shall cause the Colorado
Subsidiary to assume and discharge all debts, liabilities and obligations of
the Cable Subsidiaries) arising with respect to periods subsequent to (a) the
Augusta Closing Date insofar as such debts, liabilities and obligations of
Seller arise under the Augusta Purchase Agreement and (b) the Second Closing
Date under





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any franchise, license, permit, lease, instrument or agreement transferred to
Buyer hereunder and, with respect to periods prior to and including the Second
Closing Date, shall assume and discharge all obligations of Seller with respect
to the Owned Systems to the extent that the Purchase Price has been reduced
pursuant to Paragraph 5(b) hereof to reflect, as applicable, Buyer's and the
Colorado Subsidiary's assumption of such obligations; provided, however, that
Buyer and the Colorado Subsidiary, as applicable, shall not assume the
Additional Agreements until Seller has obtained the approval of the parties
granting the Additional Agreements to Seller's or the Cable Subsidiaries'
transfer of the Additional Agreements to Buyer or the Colorado Subsidiary, as
applicable, whereupon the Additional Agreements shall be deemed to be included
in the assets to be assumed by Buyer or the Colorado Subsidiary, as applicable,
hereunder.  Buyer shall indemnify and hold harmless Seller from and against any
and all damages, costs, claims and expenses (the "Indemnifiable Claims")
arising by reason of the ownership, operation or control of the Assets after
the Second Closing Date; provided, however, that Buyer shall not indemnify and
hold harmless Seller from any Indemnifiable Claims arising under Additional
Agreements as a result of actions relating to any period before Seller has
obtained the approval of the parties granting the Additional Agreements to
Seller's transfer of the Additional Agreements to Buyer.  Anything herein to
the contrary notwithstanding, there is hereby excluded from the assumed
obligations, and Seller and the Cable Subsidiaries, as applicable, shall retain
and discharge, and indemnify and hold Buyer and the Colorado Subsidiary, as
applicable, harmless from and against, any and all Indemnifiable Claims to the
extent they arise (a) out of any debt, liability or obligation arising with
respect to periods prior to the Second Closing Date for which no reduction of
the Purchase Price has been made pursuant to Paragraph 5(b) hereof, (b) out of
any debt, liability or obligation arising under the Additional Agreements
arising as a result of actions relating to any period before Seller has
obtained the approval of the parties granting the Additional Agreements to
Seller's or the Cable Subsidiaries' transfer of the Additional Agreements to
Buyer, and (c) any debt, liability or obligation of Seller or the Cable
Subsidiaries not expressly assumed hereunder, whenever arising.

         7.      Seller's Representations.  Seller hereby represents and
warrants to Buyer that:





                                      -8-
<PAGE>   9


         (a)     Each of Seller and the Cable Subsidiaries is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado.  Seller and the Cable Subsidiaries each have all requisite
corporate power and authority to own and operate its properties and to carry on
its business as now and where being conducted.

         (b)     All necessary consents and approvals have been obtained by
Seller for the execution and delivery of this Agreement.  The execution and
delivery of this Agreement by Seller has been duly and validly authorized and
approved by all necessary action of Seller; provided, however, that the
approval of the Board of Directors of Seller of the execution, delivery and
performance of this Agreement has not been obtained as of the date hereof, but
Seller will use its best efforts to obtain such approval, which must be
received prior to the Augusta Closing Date.  This Agreement is a valid and
binding obligation of Seller, enforceable against it in accordance with its
terms, except insofar as the enforceability hereof may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar
laws affecting the enforcement of creditors' rights generally, and by general
principles of equity.

         (c)     Subject to the receipt of any required consents, Seller and
the Cable Subsidiaries each have full legal power, right and authority to sell
and convey to Buyer and the Colorado Subsidiary, as applicable, legal and
beneficial title to the Assets, and Seller's and the Cable Subsidiaries' sale
to Buyer and the Colorado Subsidiary, as applicable, shall transfer good and
marketable title thereto, free and clear of all security interests, liens,
pledges, charges and encumbrances of every kind, other than Permitted Liens.

         (d)     The execution, delivery and performance of this Agreement by
Seller will not violate any provision of law and will not, with or without the
giving of notice or the passage of time, conflict with or result in any breach
of any of the terms or conditions of, or constitute a default under, any
mortgage, agreement or other instrument to which Seller is a party or by which
Seller or the Assets are bound.  The execution, delivery and performance of
this Agreement by Seller will not result in the creation of any security
interest, lien, pledge, charge or encumbrance upon the Assets.

         (e)     The Alexandria Stock and the JCM Stock has been duly and
validly authorized, and is issued and outstanding, fully paid and
nonassessable.  There





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are no outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, conversion rights or other agreements or arrangements of any
character or nature whatever (other than the rights granted to Buyer hereunder)
under which Seller is or may be obligated to issue any shares of capital stock
of Jones of Alexandria or JCM or warrants or options to purchase any shares of
capital stock of Jones of Alexandria or JCM.

         (f)     Litigation.  There are no claims, actions, suits, proceedings
or investigations pending or, to Seller's knowledge, threatened, by or before
any governmental authority, or any arbitrator, by or against or affecting or
relating to Seller or the Cable Subsidiaries which, if adversely determined,
would restrain or enjoin the consummation of the transactions contemplated by
this Agreement or declare unlawful the transactions or events contemplated by
this Agreement or cause any of such transactions to be rescinded.

         8.      Buyer's Representations.  Buyer hereby represents and warrants
to Seller that:

         (a)     Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado.  Buyer has all requisite
corporate power and authority to own and operate its properties and to carry on
its business as now and where being conducted.

         (b)     All necessary consents and approvals have been obtained by
Buyer for the execution and delivery of this Agreement.  The execution and
delivery of this Agreement by Buyer has been duly and validly authorized and
approved by all necessary action of Buyer; provided, however, that the approval
of the Board of Directors of Buyer of the execution, delivery and performance
of this Agreement has not been obtained as of the date hereof, but Buyer will
use its best efforts to obtain such approval, which must be received prior to
the Augusta Closing Date.  This Agreement is a valid and binding obligation of
Buyer, enforceable against it in accordance with its terms, except insofar as
the enforceability hereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity.

         (c)     The execution, delivery and performance of this Agreement by
Buyer will not violate any provision of law and will not, with or without the





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<PAGE>   11


giving of notice or the passage of time, conflict with or result in any breach
of any of the terms or conditions of, or constitute a default under, any
mortgage, agreement or other instrument to which Buyer is a party or by which
Buyer is bound.

         (d)     Litigation.  There are no claims, actions, suits, proceedings
or investigations pending or, to Buyer's knowledge, threatened, by or before
any governmental authority, or any arbitrator, by or against or affecting or
relating to Buyer which, if adversely determined, would restrain or enjoin the
consummation of the transactions contemplated by this Agreement or declare
unlawful the transactions or events contemplated by this Agreement or cause any
of such transactions to be rescinded.

         9.      Conditions Precedent to Buyer's Obligations - Augusta
Transaction.  The obligations of Buyer under this Agreement with respect to the
purchase and sale of the Augusta Purchase Rights shall be subject to the
fulfillment on or prior to the Augusta Closing Date of each of the following
conditions:

         (a)     All of the representations and warranties by Seller contained
in this Agreement shall be true and correct in all material respects at and as
of the Augusta Closing Date.  Seller shall have complied with and performed all
of the agreements, covenants and conditions required by this Agreement to be
performed or complied with by it on or prior to the Augusta Closing Date.
Seller shall have furnished Buyer with an executed certificate of an authorized
officer of Seller dated as of the Closing, certifying to the fulfillment of the
foregoing conditions.

         (b)     Seller shall have delivered to Buyer evidence of the approval
by the Board of Directors of Seller of the execution, delivery and performance
of this Agreement.

         (c)     No judgment shall have been entered and not vacated by any
governmental authority of competent jurisdiction in any litigation or arising
therefrom, which (i) enjoins, restrains, makes illegal, or prohibits
consummation of the transaction contemplated by this Agreement or (ii) would
prohibit Buyer's ownership or operation of any portion of the any of the
Augusta System.





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<PAGE>   12





         10.     Conditions Precedent to Seller's Obligations - Augusta
Transaction.  The obligations of Seller under this Agreement with respect to
the Augusta Purchase Rights shall be subject to the fulfillment on or prior to
the Augusta Closing Date of each of the following conditions:

         (a)     All of the representations and warranties by Buyer contained
in this Agreement shall be true and correct in all material respects at and as
of the Closing Date.  Buyer shall have complied with and performed all of the
agreements, covenants and conditions required by this Agreement to be performed
or complied with by it on or prior to the Augusta Closing Date.  Buyer shall
have furnished Seller with an executed certificate of an authorized officer of
Buyer dated as of the Augusta Closing Date, certifying to the fulfillment of
the foregoing conditions.

         (b)     Buyer shall have delivered to Seller evidence of the approval
by the Board of Directors of Buyer of the execution, delivery and performance
of this Agreement.

         (c)     No judgment shall have been entered and not vacated by any
governmental authority of competent jurisdiction in any litigation or arising
therefrom, which (i) enjoins, restrains, makes illegal, or prohibits
consummation of the transaction contemplated by this Agreement or (ii) would
prohibit Buyer's ownership or operation of any portion of any of the Augusta
System.

         11.     Conditions Precedent to Buyer's Obligations - Second
Transaction.  The obligations of Buyer under this Agreement with respect to the
purchase and sale of the Assets other than the Augusta Purchase Rights shall be
subject to the fulfillment on or prior to the Closing Date of each of the
following conditions:

         (a)     All of the representations and warranties by Seller contained
in this Agreement shall be true and correct in all material respects at and as
of the Second Closing Date.  Seller shall have complied with and performed all
of the agreements, covenants and conditions required by this Agreement to be
performed or complied with by it on or prior to the Second Closing Date.
Seller shall have furnished Buyer with an executed certificate of an authorized
officer of Seller dated as of the Second Closing Date, certifying to the
fulfillment of the foregoing conditions.





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<PAGE>   13


         (b)     Seller shall have delivered to Buyer such instruments,
consents and approvals of third parties as are necessary to transfer the Assets
(other than the Augusta Purchase Rights) to Buyer (and, with respect to the
Subsidiary Systems and the Clear Creek System, to the Colorado Subsidiary)
pursuant to this Agreement, including, without limitation, evidence of the
approval by the Board of Directors of Seller of the execution, delivery and
performance of this Agreement.

         (c)     No judgment shall have been entered and not vacated by any
governmental authority of competent jurisdiction in any litigation or arising
therefrom, which (i) enjoins, restrains, makes illegal, or prohibits
consummation of the transaction contemplated by this Agreement or (ii) would
prohibit Buyer's or the Colorado Subsidiary's, as applicable, ownership or
operation of any portion of the any of the Assets.

         12.     Conditions Precedent to Seller's Obligations - Second
Transaction.  The obligations of Seller under this Agreement with respect to
the purchase and sale of the Assets other than the Augusta Purchase Rights
shall be subject to the fulfillment on or prior to the Second Closing Date of
each of the following conditions:

         (a)     All of the representations and warranties by Buyer contained
in this Agreement shall be true and correct in all material respects at and as
of the Second Closing Date.  Buyer shall have complied with and performed all
of the agreements, covenants and conditions required by this Agreement to be
performed or complied with by it on or prior to the Second Closing Date.  Buyer
shall have furnished Seller with an executed certificate of an authorized
officer of Buyer dated as of the Second Closing Date, certifying to the
fulfillment of the foregoing conditions.

         (b)     Buyer shall have delivered to Seller evidence of the approval
by the Board of Directors of Buyer of the execution, delivery and performance
of this Agreement.

         (c)     No judgment shall have been entered and not vacated by any
governmental authority of competent jurisdiction in any litigation or arising
therefrom, which (i) enjoins, restrains, makes illegal, or prohibits
consummation of the transaction contemplated by this Agreement or (ii)





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<PAGE>   14





would prohibit Buyer's or the Colorado Subsidiary's, as applicable, ownership
or operation of any portion of the any of the Assets.

         13.     Closing.  Two closings shall be held hereunder as follows:

         (a)     The closing of the purchase and sale of the Augusta Purchase
Rights (the "Augusta Closing") shall be held in the office of Seller, 9697 E.
Mineral Avenue, Englewood, Colorado 80112, on such date as the parties shall
mutually agree (the "Augusta Closing Date").

                 (i)      At the Augusta Closing, Seller shall deliver to
                          Buyer:

                          (A)     An executed form of an Assignment and
                                  Assumption Agreement acceptable to Seller and
                                  Buyer covering the assignment by Seller to
                                  Buyer and the assumption by Buyer of the
                                  Augusta Purchase Rights (the "Augusta
                                  Assignment and Assumption Agreement");

                          (B)     The certificate described in Paragraph 9(a);

                          (C)     The cash described in Paragraph 4(a); and

                          (D)     Such other documents and instruments as shall
                                  be necessary to effect the intent of this
                                  Agreement with respect to the Augusta
                                  Purchase Rights and consummate the
                                  transactions contemplated by this Agreement
                                  with respect to the Augusta Purchase Rights
                                  (collectively, the "Additional Augusta
                                  Closing Documentation").

                 (ii)     At the Augusta Closing, Buyer shall delivery to
                          Seller:

                          (A)     The executed Assignment and Assumption
                                  Agreement;

                          (B)     The certificate described in Paragraph 10(a);

                          (C)     The Augusta Note; and





                                      -14-
<PAGE>   15



                          (D)     The Additional Augusta Closing Documentation.

         (b)     The closing of the purchase and sale of the Assets other than
the Augusta Purchase Rights (the "Second Closing") shall be held in the offices
of Seller, 9697 E. Mineral Avenue, Englewood, Colorado 80112, on such date as
the parties shall agree (the "Second Closing Date").

                 (i)      At the Second Closing, Seller shall deliver to Buyer:

                          (A)     An executed Assignment and Assumption
                                  Agreement acceptable to Seller and Buyer
                                  covering the assignment by Seller and the
                                  assumption by Buyer of all intangible assets
                                  included in the Assets other than the Augusta
                                  Purchase Rights (the "Second Assignment and
                                  Assumption Agreement");

                          (B)     The certificate described in Paragraph 11(a);

                          (C)     The cash described in Paragraph 4(b);

                          (D)     The stock certificates evidencing all of the
                                  Alexandria Stock and the JCM Stock, with any
                                  necessary stock powers attached; and

                          (E)     All such other documents and instruments as
                                  shall be necessary to effect the intent of
                                  this Agreement with respect to the Assets
                                  (other than the Augusta Purchase Rights) and
                                  consummate the transactions contemplated by
                                  this Agreement (other than the transfer by
                                  Seller and assumption by Buyer of the Augusta
                                  Purchase Rights), including without
                                  limitation, any necessary deeds, bills of
                                  sale and certificates of title (collectively,
                                  the "Additional Second Closing
                                  Documentation").

                 (ii)     At the Second Closing, Buyer shall deliver to Seller:





                                      -15-
<PAGE>   16





                          (A)     The executed Assignment and Assumption
                                  Agreement;

                          (B)     The certificate described in Paragraph 12(a);

                          (C)     The Second Note; and

                          (D)     The Additional Second Closing Documentation.

         14.     Brokerage.  Seller represents and warrants to Buyer that
Seller will be solely responsible for, and pay in full, any and all brokerage
or finder's fees or agent's commissions or other like payment owing in
connection with Seller's use of any broker, finder or agent in connection with
this Agreement or the transactions contemplated hereby.  Buyer represents and
warrants to Seller that Buyer will be solely responsible for, and pay in full,
any and all brokerage or finder's fees or agent's commissions or other like
payment owing in connection with Buyer's use of any broker, finder or agent in
connection with this Agreement or the transactions contemplated hereby.  Each
party hereto shall indemnify and hold the other party hereto harmless against
and in respect of any breach by it of the provisions of this Paragraph 14.

         15.     Miscellaneous.

         (a)     Buyer shall have the right, upon notice to Seller, to assign
prior to the Closing Date, in whole or in part, its rights and obligations
hereunder to any affiliate of Buyer, including, without limitation, any direct
or indirect subsidiary of Buyer, any public limited partnership or partnerships
of which Buyer or any affiliate of Buyer is a general partner or any joint
venture or general partnership of which Buyer, or any affiliate of Buyer, or
any of such public limited partnership or partnerships is a constituent
partner, or to any subsidiary of Buyer or other entity controlled by,
controlling or under common control with Buyer, or, subject to Seller's
consent, to any other entity.

         (b)     From time to time after the Closing Date, Seller shall, if
requested by Buyer, (or, if applicable, shall cause the Cable Subsidiaries, to
) make, execute and deliver to Buyer or the Colorado Subsidiary, as applicable,
such additional assignments, bills of sale, deeds and other instruments of
transfer, as may be necessary or proper to transfer to Buyer or the Colorado
Subsidiary, as





                                      -16-
<PAGE>   17


applicable, all of Seller's and the Cable Subsidiaries' right, title and
interest in and to the Assets covered by this Agreement.  Such efforts and
assistance shall be without cost to Buyer.

         (c)     This Agreement embodies the entire understanding and agreement
among the parties concerning the subject matter hereof and supersedes any and
all prior negotiations, understandings or agreements in regard thereto.  This
Agreement shall be interpreted, governed and construed in accordance with the
laws of the State of Colorado.  This Agreement may not be modified or amended
except by an agreement in writing executed by both Buyer and Seller.

         (d)     Any sales, use, transfer or documentary taxes imposed in
connection with the sale and delivery of the Assets and the rights acquired by
Buyer under this Agreement shall be paid by Buyer.

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


                                      SELLER:
                                      ------ 

                                      JONES INTERCABLE, INC.,
                                               a Colorado corporation

                                      By:      /s/ Kevin P. Coyle
                                               --------------------------------
                                      Title:   Group Vice President/Finance


                                      BUYER:
                                      ----- 

                                      JONES CABLE HOLDINGS, INC.,
                                               a Colorado corporation

                                      By:      /s/ J. Roy Pottle
                                               --------------------------------

                                      Title:   Treasurer





                                      -17-
<PAGE>   18





                                   EXHIBIT A
                  (Attached to and made a part of that certain
                    Purchase and Sale Agreement dated as of
                        October 18, 1995 by and between
                           Jones Intercable, Inc. and
                          Jones Cable Holdings, Inc.)


                       Assets Not Transferred at Closing
                        (to be transferred automatically
                     upon receipt of third party consents)

PIMA COUNTY SYSTEM

1.       Town of Marana, Arizona franchise (consent required to transfer
         franchise from JIC to JCH)

2.       Town of Oro Valley, Arizona franchise (consent required to transfer
         franchise from JIC to JCH)

3.       Pima County, Arizona franchise (consent required to transfer franchise
         from JIC to JCH)

4.       Commercial Lease dated February 3, 1987, with 4-D Properties (consent
         required to transfer from JIC to JCH)

5.       Pima County Headend Lease dated September 9, 1988, with Carlyle Real
         Estate Limited Partnership-XIII (consent required to transfer from JIC
         to JCH)

6.       Pima County Headend Lease dated June 22, 1988, with Riverbend Estates
         Homeowners ASsociation (consent required to transfer from JIC to JCH)

7.       Standard Industrial Lease - Net, dated April 15, 1991, with Martin and
         Donnabeth Lippman, successors in interest to James M. and Patsy I.
         Chamberlain (consent required to transfer from JIC to JCH)

8.       License Agreement for Attachment on Tucson Electric Power Company
         Poles and Anchors in the County of Pima, dated January 1, 1988, with
         Tucson Electric Power Company to serve Pima County, Arizona (consent
         required to transfer from JIC to JCH).





<PAGE>   19



9.       License Agreement for Attachment on Tucson Electric Power Company
         Poles and Anchors in the Town of Marana, dated January 1, 1988, with
         Tucson Electric Power Company to serve the Town of Marana, Arizona
         (consent required to transfer from JIC to JCH).

10.      License Agreement for Attachment on Tucson Electric Power Company
         Poles and Anchors in the Town of Oro Valley, dated January 1, 1988,
         with Tucson Electric Power Company to serve the Town of Oro Valley,
         Arizona (consent required to transfer from JIC to JCH).

11.      License Agreement for Attachment on Trico Electric Cooperative, Inc.
         Poles, dated November 22, 1988, with Trico Electric Cooperative, Inc.
         to serve Pima County, Arizona (consent required to transfer from JIC
         to JCH).

12.      General License Agreement for Pole Attachments and/or Conduit
         Occupancy dated February 22, 1922, with U S WEST Communications, Inc.
         (formerly The Mountain States Telephone and Telegraph Company) to
         serve Pima County, Arizona (consent required to transfer from JIC to
         JCH).

13.      Business Radio License WT-744-2653 (FCC filing required to transfer
         license from JIC to JCH)

14.      CARS License WHZ-572 (FCC filing required to transfer license from JIC
         to JCH)

15.      Earth Station License E880935  (FCC filing required to transfer
         license from JIC to JCH)

16.      Microwave License WNTB-819 (FCC filing required to transfer license
         from JIC to JCH)

17.      Microwave License WNTB-820 (FCC filing required to transfer license
         from JIC to JCH)

CLEAR CREEK COUNTY SYSTEM

1.       City of Idaho Springs, Colorado franchise (consent required to
         transfer franchise from JIC to JCC)

2.       Clear Creek County, Colorado franchise (consent required to transfer
         franchise from JIC to JCC)

3.       0Lease Agreement dated September 1, 1993, with James Maxwell, Sr.
         requires written notice to be given in the event of an assignment





<PAGE>   20





4.       License for Pole Usage, as amended, dated February 23, 1995, with
         Public Service Company of Colorado to provide cable television service
         to the area in and around Empire, Colorado (consent required to
         transfer from JIC to JCC).

5.       License for Pole Usage, as amended, dated February 23, 1995, between
         Public Service Company of Colorado and Colorado Intercable, Inc.to
         provide cable television service to the area in and around Georgetown,
         Colorado (consent required to transfer from JIC to JCC).

6.       License for Pole Usage, as amended, dated February 23, 1995, with
         Public Service Company of Colorado to provide cable television service
         to the area in and around Idaho Springs, Colorado (consent required to
         transfer from JIC to JCC).

7.       Earth Station License E 8928 (FCC filing required to transfer license
         from JIC to JCC)

8.       Earth Station License E930372 (FCC filing required to transfer license
         from JIC to JCC)

JEFFERSON COUNTY SYSTEM (EVERGREEN)

1.       Jefferson County, Colorado franchise (Evergreen) (consent required to
         transfer franchise from Evergreen to JCC)

2.       Cable TV License for Pole Usage Document No. 12142 (Evergreen) dated
         March 16, 1993, with Public Service Company of Colorado to serve the
         area of Evergreen, Colorado (consent is required to transfer from
         Evergreen to JCC)

3.       Earth Station License KR-95 (Evergreen) (FCC filing required to
         transfer license from Evergreen to JCC)


JEFFERSON COUNTY SYSTEM (TRI-CITY)

1.       Jefferson County, Colorado franchise (Tri-City) (consent is required
         to transfer franchise from Tri-City to JCC)

2.       Arapahoe County, Colorado franchise (consent is required to transfer
         franchise from Tri-City to JCC)





<PAGE>   21



3.       Agreement for Joint Use of Electric System Poles for Cable Television
         Attachments dated May 1, 1987, with The Intermountain Rural Electric
         Association (Willow Springs, Willowbrook, Dakotah at Willow Springs);
         (consent is required to transfer from Tri-City to JCH).

6.       Cable TV License for Pole Usage Document No. 37827 dated September 19,
         1994, with Public Service Company of Colorado (consent is required to
         transfer from Tri-City to JCC and to grant a security interest).

7.       Business Radio License WNQV-232 (FCC filing required to transfer
         license from Tri-City to JCC)

8.       Business Radio License WQP 395 (FCC filing required to transfer
         license from Tri-City to JCC)

9.       Earth Station License E3092 (FCC filing required to transfer license
         from Tri-City to JCC)

10.      Earth Station License E5292 (FCC filing required to transfer license
         from Tri-City to JCC)


ALEXANDRIA, VIRGINIA SYSTEM

1.       Business Radio License WNVX 206 (stock transfer will require consent
         of FCC, and name change will require an FCC filing)

NORTH AUGUSTA SYSTEM

1.       City of North Augusta, South Carolina franchise (consent is required
         to transfer franchise from JIC to JCH).

2.       Agreement for Joint Use of Electric System Poles for Television
         Antenna Service Attachments dated October 1, 1984, as amended, with
         Aiken Electric Cooperative, Inc. to serve North Augusta and
         Clearwater, South Carolina (consent is required to transfer from JIC
         to JCH).

3.       Pole Attachment Agreement - Community Antenna Television (CATV) dated
         January 8, 1991, as amended, with Georgia Power Company to serve the
         City of Thomson, Georgia (consent is required to transfer from JIC to
         JCH).





<PAGE>   22





4.       License Agreement for Pole Attachments and/or Conduit Occupancy dated
         March 16, 1994, with BellSouth Telecommunications, Inc. d/b/a Southern
         Bell Telephone and Telegraph Company to serve the corporate limits of
         North Augusta, plus unincorporated areas of Aiken County, South
         Carolina (consent is required to transfer from JIC to JCH).

5.       License Agreement for Pole Attachments and/or Conduit Occupancy in
         Georgia dated October 1, 1984, as amended, with Southern Bell
         Telephone and Telegraph Company to serve the City of Thomson plus
         unincorporated McDuffie County, Georgia (consent is required to
         transfer from JIC to JCH).

6.       Master Agreement for Attachments of Cables, Amplifiers and Associated
         Equipment for the Distribution of Television Signals dated November
         10, 1994, with South Carolina Electric & Gas Company to serve
         unincorporated areas of Aiken and Edgefield Counties, and the City of
         North Augusta and Town of Trenton, South Carolina; Facilities Transfer
         Agreement dated November 10, 1994, with South Carolina Electric & Gas
         Company (consent is required to transfer from JIC to JCH).

7.       Wireline Crossing Agreement dated March 20, 1989, as amended, with CSX
         Transportation, Inc. for crossings at or near Dearing, McDuffie
         County, Georgia (consent is required to transfer from JIC to JCH).

8.       Agreement dated February 6, 1995, with Norfolk Southern Railway
         Company for aerial wireline crossings at or near Trenton, South 
         Carolina (consent is required to transfer from JIC to JCH).


CHARLES COUNTY, MARYLAND SYSTEM

1.       Indian Head Naval Ordnance Station franchise (consent is required to
         transfer franchise from JIC to JCM).

2.       CATV License Agreement for Pole Attachments and/or Conduit Occupancy
         in the State of Maryland (Agreement No.  73233) dated August 1, 1993,
         with The Chesapeake and Potomac Telephone Company of Maryland (consent
         is required to transfer from JIC to JCM).

3.       Utility Pole, Underground Duct Rental and Real Estate Agreement (No.
         N6247788RP00015) dated December 8, 1987, as amended, with the United
         States Department of Navy, Naval Ordnance Station, Indian Head,
         Maryland (consent is required to transfer from JIC to JCM).





<PAGE>   23


4.       Agreement for Joint Use of Poles for Television Antenna Service
         Attachments dated April 1, 1990, with Southern Maryland Electric
         Cooperative, Inc. to serve a certain area of Charles County, Maryland
         (consent is required to transfer from JIC to JCM).

5.       License Agreement For Wire, Pipe and Cable Transverse Crossings and
         Longitudinal Occupations No. C2025 dated April 19, 1982, as amended,
         with Consolidated Rail Corporation for Valuation Station 1512+74+-,
         located 2217 feet east of MP 29 at a point 2.42 miles east of the
         Station of Waldorf, Charles County, Maryland (consent is required to
         transfer from JIC to JCM).

6.       License Agreement For Wire, Pipe and Cable Transverse Crossings and
         Longitudinal Occupations No. C2026 dated April 20, 1982, as amended,
         with Consolidated Rail Corporation for a location 298 feet east of MP
         31 at a point .07 of a mile east of the Station of Waldorf, Charles
         County, Maryland (consent is required to transfer from JIC to JCM).

7.       License Agreement For Wire, Pipe and Cable Transverse Crossings and
         Longitudinal Occupations No. C2524 dated February 25, 1986, as
         amended, with Consolidated Rail Corporation for a location at
         Valuation Station 1829+95+-, 2223 feet north of MP 35 at a point .53
         of a mile south of the Station of Indian Head Junction, Charles
         County, Maryland (consent is required to transfer from JIC to JCM).

8.       Wire Line License Agreement No. C2066 dated May 26, 1982, as amended,
         with Consolidated Rail Corporation for a location at Valuation Station
         2049+82+-, located 1363 feet north of MP 39 and .06 of a mile south of
         the station at La Plata, Charles County, Maryland (consent is required
         to transfer from JIC to JCM).

9.       License for Nonfederal Use of Real Property No. N6247791RP00005 dated
         November 8, 1990, with the United States Department of the Navy, Naval
         Ordnance Station, Indian Head, Maryland (consent is required to
         transfer from JIC to JCM).

10.      Business Radio (SMRS) license WNMO677 (FCC filing required to transfer
         license from JIC to JCM)

11.      CARS license WLY-453 (FCC filing required to transfer license from JIC
         to JCM).

12.      Earth Station license E6748 (FCC filing required to transfer license
         from JIC to JCM).





<PAGE>   24





13.      Earth Station license E950383 (FCC filing required to transfer license
         from JIC to JCM).


ANNE ARUNDEL, MARYLAND SYSTEM

1.       County of Anne Arundel, Maryland franchise (consent is required to
         transfer franchise from JIC to JCM).

2.       County of Anne Arundel, Maryland (Heritage Harbour) franchise (consent
         is required to transfer franchise from JIC to JCM).

3.       County of Anne Arundel, Maryland (North Anne Arundel County) franchise
         (consent is required to transfer franchise from JIC to JCM).

4.       Fort George G. Meade, Maryland franchise (consent is required to
         transfer franchise from JIC to JCM).

5.       Pole/Trench License Agreement dated May 19, 1987, as amended, with
         Baltimore Gas and Electric Company (consent is required to transfer
         from JIC to JCM).

6.       Pole/Trench License Agreement dated March 7, 1986, as amended, with
         Baltimore Gas and Electric Company to serve Heritage Harbour (consent
         is required to transfer from JIC to JCM).

7.       CATV License Agreement for Pole Attachments and/or Conduit Occupancy
         in the State of Maryland (Agreement #73234) dated August 1, 1993, with
         The Chesapeake and Potomac Telephone Company of Maryland (consent is
         required to transfer from JIC to JCM).

8.       Duct Lease Agreement dated October 6, 1988, with Baltimore Gas and
         Electric Company for Marley Station Road and State Route 10 (consent
         is required to transfer from JIC to JCM).

9.       Duct Lease Agreement dated July 7, 1989, with Baltimore Gas and
         Electric Company for East Frontage Road and Benfield Blvd. (consent is
         required to transfer from JIC to JCM).

10.      License Agreement No. 19-04-423 dated March 23, 1994, with National
         Railroad Passenger Corporation (d/b/a Amtrak) for a crossing at
         Milepost 113+3512, at or near Odenton Station, Anne Arundel County,
         Maryland (consent is required to transfer from JIC to JCM).








<PAGE>   25





11.      License Agreement for Wire, Pipe and Cable Transverse Crossings and
         Longitudinal Occupations dated December 7, 1983, as amended, with
         Consolidated Rail Corporation for a crossing at Valuation Station
         9+10+- located 904 feet west of point of switch 0+06+-, at a point in
         the vicinity of the Station of Odenton, Anne Arundel County, Maryland
         (consent is required to transfer from JIC to JCM).

12.      Business Radio license KNBF768 (FCC filing required to transfer
         license from JIC to JCM).

13.      Business Radio license WPHX754 (FCC filing required to transfer
         license from JIC to JCM).

14.      Earth Station license WX24 (FCC filing required to transfer license
         from JIC to JCM).





<PAGE>   26


                                   EXHIBIT B
                  (Attached to and made a part of that certain
                    Purchase and Sale Agreement dated as of
                        October 18, 1995 by and between
                           Jones Intercable, Inc. and
                          Jones Cable Holdings, Inc.)

                                  Form of Note

         THE INDEBTEDNESS OR OTHER OBLIGATIONS EVIDENCED BY THIS INTERCOMPANY
         NOTE ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE OBLIGATIONS
         (AS DEFINED IN THE INTERCOMPANY SUBORDINATED DEBT AGREEMENT
         HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN,
         THE INTERCOMPANY SUBORDINATED DEBT AGREEMENT TO BE ENTERED INTO BY
         JONES INTERCABLE, INC. AND JONES CABLE HOLDINGS, INC. IN FAVOR OF THE
         HOLDERS (AS DEFINED IN SUCH INTERCOMPANY SUBORDINATED DEBT AGREEMENT),
         THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN AND BY THIS REFERENCE
         MADE A PART HEREOF.

Variable Interest Rate Note  _____________, 1995            ($______________)

                 Jones Cable Holdings, Inc., a Colorado corporation (the
"Maker"), for value received hereby promises to pay on _____________, 2005 (the
"Maturity Date") to the order of Jones Intercable, Inc. (the "Payee") at 9697
East Mineral Avenue, Englewood, Colorado 80112, in lawful money of the United
States of America in immediately available funds, at such location in the
United States of America as the Payee shall from time to time designate, the
lessor of (a) ___________ and No/100th Dollars ($_________) and (b) the unpaid
principal amount of all loans made hereunder by the Payee to the Maker.

                 The Maker promises also to pay interest on the unpaid
principal amount hereof in like money at said location from the date hereof
until paid, at a rate per annum equal to the Payee's weighted average interest
rate applicable from time to time with respect to the Payee's indebtedness.
Subject to the provisions of the Intercompany Subordinated Debt Agreement,
interest shall be paid as follows:  On March 1 and September 1 of each year,
the Maker shall pay to the Payee all or a portion of the interest due hereunder
in an amount equal to (i) the amount required to be paid by the Payee in
respect of interest payments on the 9 5/8% Senior Notes due 2000 and the 10
1/2% Senior Subordinated Debentures Due 2008 less (ii) amount otherwise
available to the Payee for the payment of such obligations.  Subject to the
provisions of the Intercompany Subordinated Debt Agreement,  on January 1 and
July 1 of each year, the Maker shall pay to the Payee all or a portion of the
interest due hereunder in an





<PAGE>   27





amount equal to (i) the amount required to be paid by the Payee in respect of
interest payments 11 1/2% Senior Subordinated Debentures Due 2004 less (ii)
amount otherwise available to the Payee for the payment of such obligations.
Any interest not paid pursuant to the above provisions or otherwise shall be
paid on the Maturity Date.  Notwithstanding anything to the contrary contained
herein, the Maker shall not be required to make any payment of interest
hereunder if such payment would result in a violations of or cause a Default or
Event of Default under the hereinafter defined Credit Agreement.  The principal
of this Intercompany Subordinated Note may be prepaid from time to time without
premium or penalty.

                 This Intercompany Subordinated Note is an "Intercompany
Subordinated Note" contemplated by and as such term is defined in the Credit
Agreement to be entered into among the Maker, as borrower, the Restricted
Subsidiaries of the Maker from time to time parties thereto, the several
lenders from time to time parties thereto (the "Lenders"), the Managing Agents,
the Syndication Agent and the Documentation Agent named therein and NationsBank
of Texas, N.A., as administrative agent thereunder, as the same may be amended,
supplemented or otherwise modified from time to time (the "Credit Agreement").

                 This Intercompany Subordinated Note shall become immediately
due and payable (the "Payee Acceleration") at such time as the Lenders have
declared the indebtedness of the Maker under the Credit Agreement to be due and
payable thereunder prior to its stated maturity (the "Credit Agreement
Acceleration"); provided, however, if the Lenders under the Credit Agreement
rescind the Credit Agreement Acceleration or otherwise reinstate the Credit
Agreement, then the Payee agrees that the Payee Acceleration shall be
automatically rescinded and this Intercompany Subordinated Note shall be
automatically reinstated.

                 The Payee is authorized to endorse on a schedule to be annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date and amount of each loan made by
the Payee to the Maker hereunder.  Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed.  The failure to
make any such endorsement or any error or any error in any such endorsement
shall not affect the obligations of the Maker in respect of any such loan.

                 All payments under this Intercompany Note shall be made
without offset, counterclaim or deduction of any kind.

                 The Maker hereby waives presentment, demand, protest or notice
of any kind in connection with this Intercompany Note.

                 So long as the Obligations (as defined in the Credit
Agreement) remain outstanding, the Payee shall not transfer or assign this
Intercompany Note other than to the Administrative Agent (as defined in the
Credit Agreement) for the benefit of the





<PAGE>   28


Lenders to secure the payment of the Obligations or transferees of such
holders, without the prior written consent of the Lenders.

                 THE INTERCOMPANY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO.

                 IN WITNESS WHEREOF, the Maker has caused this Intercompany
Note to be duly executed as of the above written date.

                                         JONES CABLE HOLDINGS, INC.



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

By its execution hereinbelow, the Payee consents and agrees to be bound by the
provisions of this Intercompany Note applicable to it.


                                         JONES INTERCABLE, INC.



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