<PAGE>   1
                                                                EXHIBIT 10.6.64 


                           RESOLUTION NO.
                      RESOLUTION APPROVING THE TRANSFER OF
                     THE CABLE TELEVISION FRANCHISE FOR THE
                          TOWN OF HAYMARKET, VIRGINIA
                     HELD BY BENCHMARK/MANASSAS CABLE FUND
                              LIMITED PARTNERSHIP
 
     WHEREAS, by Ordinance adopted on January 20, 1986 (the "Ordinance"), the
Town Council of the Town of Haymarket, Virginia (the "Town") granted to Telesat
Communications, Inc. ("Telesat") a franchise (the "Franchise") to construct,
own, operate and maintain a cable television system within the Town (the
"System"); and
 
     WHEREAS, by Consent to and Approval of Merger and Consent to and Approval
of Assignment dated July 22, 1987, the Town approved the assignment of the
Franchise from Telesat to Benchmark/Manassas Cable Fund Limited Partnership
(d/b/a Cablevision of Manassas, Ltd.) ("Cablevision"), and the Franchise was
subsequently so assigned, such that Cablevision is now the duly authorized
holder of the Franchise; and
 
     WHEREAS, Cablevision has agreed to sell the System to Jones Intercable,
Inc. ("Jones") and Jones has agreed to purchase the System from Cablevision; and
 
     WHEREAS, Cablevision has requested pursuant to Section 9 of the Ordinance
that the Town Council of the Town of Haymarket, Virginia approve (i) the
transfer of the Franchise to Jones Intercable, Inc., a Colorado corporation
("Jones") or any affiliate of Jones, including any limited partnership of which
Jones or any affiliate of Jones is a general partner, or any joint venture or
general partnership of which Jones, any affiliate of Jones or any such limited
partnership or partnerships is a general partner (any such entity being
hereinafter referred to as an "Affiliate of Jones"); (ii) the subsequent
transfer of the Franchise to any Affiliate of Jones; and (iii) the granting from
time to time by Jones or any Affiliate of Jones then holding the Franchise of a
security interest in its assets, including the Franchise and the System, to an
institutional lender or lenders as security for its obligations to such lender
or lenders; and
 
     WHEREAS, Jones or any Affiliate then holding the Franchise has agreed to be
bound by the terms, provisions and conditions of the Franchise.
 
     NOW, THEREFORE, BE IT HEREBY RESOLVED by the Council of the Town of
Haymarket, Virginia that:
 
     1. The Town does hereby consent to the transfer of the System and the
Franchise from Cablevision to Jones or any Affiliate of Jones and to any
subsequent transfers to any Affiliate of Jones.
 
     2. The Town does hereby consent to the grant from time to time by Jones or
any Affiliate of Jones then holding the Franchise of a security interest in the
System
<PAGE>   2
 
and in all of its rights, powers and privileges under the Franchise and all of
its other assets to such lending institution or institutions as may be
designated from time to time by Jones or such Affiliate, which lending
institution or institutions shall have all of the rights and remedies of a
secured party under the applicable Uniform Commercial Code.
 
     3. The foregoing consent to the transfer and assignment of the Franchise
shall be effective upon the closing of the sale of the System by Cablevision to
Jones or an Affiliate of Jones. Notice of such closing date shall be given to
the Town. Any subsequent transfer of the Franchise from Jones to any Affiliate
of Jones or between Affiliates of Jones shall be effective upon written notice
being given to the Town by the entity then holding the Franchise.
 
     4. The Town hereby confirms that, to its knowledge, (a) the Franchise is
currently in full force and effect; (b) Cablevision is currently the valid
holder and authorized grantee of the Franchise; (c) Cablevision is in compliance
in all material respects with the Franchise; and (d) no event has occurred or
exists which would permit the Town to revoke or terminate the Franchise. Subject
to compliance with the terms of this Resolution, all action necessary to approve
the transfer of the Franchise and the System to Jones or any Affiliate of Jones
or to any subsequent transfers to any Affiliate of Jones has been duly and
validly taken.
 
     Adopted by the Town Council of the Town of Haymarket, Virginia on this day
of August 7, 1995.
 
                                            TOWN OF HAYMARKET, VIRGINIA
 
                                            [ILLEGIBLE]
                                            ------------------------------------
                                            Title: Mayor
 
ATTEST:
 
[ILLEGIBLE]
------------------------------
Town Clerk
<PAGE>   3
 
                     CONSENT TO AND APPROVAL OF MERGER, AND
 
                     CONSENT TO AND APPROVAL OF ASSIGNMENT
 
     This Consent to and Approval of Merger, and Consent to and Approval of
Assignment is hereby made this 22nd day of July, 1987 by and among the Town of
Haymarket, Virginia (the "Franchise Authority"), Telesat Communications, Inc.
("Telesat"), and Cablevision of Manassas Ltd., which plans to change its name to
Benchmark/Manassas Cable Fund Limited Partnership (the "Partnership").
 
                                    RECITALS
 
     A. Telesat currently owns and operates a cable television system serving
Haymarket, Virginia (the "System").
 
     B. Telesat has entered into an Agreement and Plan of Merger ("Merger
Agreement"), dated June 19, 1987, with ABS/Benchmark Acquiring Corp., a Virginia
corporation ("Acquiring Corp."). Pursuant to the Merger Agreement, among other
things, Acquiring Corp. will be merged into Telesat (the "Merger") and Telesat
will be the surviving corporation (the "Survivor"). The former holders of Common
Stock and Series A Preferred Stock of Telesat will receive cash in exchange for
their stock in the Merger and the stockholders of Acquiring Corp. will become
the sole stockholders of Survivor.
 
     C. Acquiring Corp. represents that after the Merger, the Survivor will
transfer all of its assets and
<PAGE>   4
                                     -2-

 
liabilities to the Partnership in exchange for a limited partnership interest in
the Partnership.
 
     D. The Franchise Authority granted to Telesat a cable television franchise
on January 20, 1986 (the "Franchise"), which Franchise will expire on January
20, 2001.
 
     E. As a condition to the Closing of the Merger between Telesat and
Acquiring Corp., Telesat must obtain the consent of and approval of the
Franchise Authority to the Merger.
 
     F. Pursuant to the terms of the Franchise, the Survivor must obtain the
consent of and approval of the Franchise Authority to the assignment and
transfer of the Franchise by Survivor to the Partnership.
 
     NOW THEREFORE, in consideration of the premises and the mutual promises and
covenants herein contained, the sufficiency of which is hereby acknowledged, the
Franchise Authority hereby consents to the following:
 
     1. The Franchise Authority hereby consents to and approves the Merger of
the Acquiring Corp. with and into Telesat pursuant to the Merger Agreement and,
accordingly, acknowledges that the Franchise shall not be rescinded, negated or
otherwise affected in any manner by the Merger or the transactions contemplated
thereby.
 
<PAGE>   5
                                     -3-

 
     2. The Franchise Authority hereby consents to and approves the assignment
and transfer of the Franchise by Survivor to the Partnership, such assignment to
be effective upon the date of closing for the transfer of assets and liabilities
by Survivor to the Partnership (the "Closing");*
 
     3. It is understood by all the parties hereto that no assignment or other
transfer of any rights currently held by Telesat pursuant to the Franchise shall
be effective, and the consents and the approvals requested hereby shall not take
effect, unless and until a certificate of merger in connection with the Merger
is issued by the State Corporation Commission of Virginia.
 
     4. The Franchise Authority acknowledges that Telesat is in full compliance
with the terms of the Franchise.
 
     IN WITNESS WHEREOF, this Agreement is made on the date first written above.
 
                                            TELESAT COMMUNICATIONS, INC.
 
                                            By: /s/ DAVID K. VITALIS
                                                --------------------------------
                                                David K. Vitalis, Chairman
                                                President and Chief
                                                Executive Officer
 
                      (SIGNATURES CONTINUED ON NEXT PAGE]
 
provided that prior to the effective date of such transfer, the partnership, as
the ultimate assignee has filed in the office to the Town Clerk an instrument,
duly executed, reciting the fact of such assignment, accepting the terms of
Franchise, and agreeing to perform all the conditions thereof.
 
<PAGE>   6
                                     -4-

 
                                            CABLEVISION OF MANASSAS LTD.
 
                                            BY: /s/  R. CALVIN SUTLIFF
                                                --------------------------------
                                                R. Calvin Sutliff,
                                                General Partner
 
                                            TOWN OF HAYMARKET, VIRGINIA
 
                                            BY: /s/  GERTRUDE BEAN
                                                --------------------------------
                                                Name:
                                                Title:  Mayor
 
State of Virginia
Town of Haymarket,
County of Prince William,
to-wit:
 
     I hereby certify that before me, the subscriber, a notary public in and for
the State and County aforesaid, personally appeared Gertrude Bean, Mayor of the
above referenced Franchise Authority, known to me or satisfactorily proven to be
the person whose name is subscribed to the foregoing instrument and acknowledged
that he executed same for the purposes therein contained.
 
                                                   /s/  THOMAS MACAULAY
                                            ------------------------------------
                                            Notary Public

[Notarial Seal]                             My commission Expires:
                                                                   -------------
                                            MY COMMISSION EXPIRES APRIL 4, 1990
 
<PAGE>   7
 
                    [BENCHMARK COMMUNICATIONS LETTERHEAD]
 
                                                               TOWN OF HAYMARKET
                                                             FRANCHISE AGREEMENT
 
                                 July 30, 1987
 
Gertrude Bean
Mayor
Town of Haymarket
Haymarket, VA
 
Dear Mayor Bean:
 
In connection with the transfer from Telesat Communications, Inc. to
Benchmark/Manassas Cable Fund Limited Partnership, the Franchise (known as the
"Cable Television Ordnance") for providing cable television services in the Town
of Haymarket, Virginia, we hereby accept the terms of that Franchise dated 20
January, 1986 and as amended by Town ordnance on 20 July, 1987 and agree to
perform all the conditions thereof.
 
                                            Sincerely,
 
                                            BENCHMARK/MANASSAS CABLE FUND
                                            LIMITED PARTNERSHIP
 
                                            By: /s/  R. CALVIN SUTLIFF, JR.
                                                --------------------------------
                                                R. Calvin Sutliff, Jr.
                                                General Partner
<PAGE>   8
 
                      AN ORDINANCE TO AMEND THE ORDINANCE
                    GRANTING TO TELESAT COMMUNICATIONS, INC.
                             A FRANCHISE TO OPERATE
                 A COMMUNITY ANTENNA TELEVISION SYSTEM SERVICE
                       IN THE TOWN OF HAYMARKET, VIRGINIA
 
     WHEREAS, an Ordinance was adopted by the Council of the Town of Haymarket,
Virginia, on the 20th day of January, 1986, granting a Franchise to Telesat
Communications, Inc., known as the "Cable Television Ordinance"; and
 
     WHEREAS, Telesat Communications, Inc., has requested approval by the Town
Council to assign and transfer, through merger with ABS/Benchmark Acquiring
Corporation, a Virginia corporation, which corporation will sell its assets to a
partnership known as Benchmark/Manassas Cable Fund Limited Partnership; and
 
     WHEREAS, Telesat Communications, Inc., has also requested the Town to amend
SECTION 27 of the said Franchise Ordinance to reduce the bonding requirement
therein from Fifty Thousand Dollars ($50,000.00) to Five Thousand Dollars
($5,000.00); and WHEREAS, the Town has agreed to reduce the said bonding
requirements to Fifteen Thousand Dollars ($15,000.00) rather than the Five
Thousand Dollars ($5,000.00) requested; and
 
     WHEREAS, pursuant to the requirements of Section 15.1-314 of the 1950 Code
of Virginia, as amended, in order to amend the Franchise Ordinance, a public
hearing was held on the 20th day of July, 1987, pursuant to notice published in
The Journal Messenger on the 9th day of July, 1987, to reduce the requirements
as set forth in Section 27 upon the said Franchisee.
 
                                       -1-
<PAGE>   9
 
     NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE TOWN OF HAYMARKET
meeting in regular session this 20th day of July, 1987, that the Cable Franchise
Ordinance entered into with Telesat Communications, Inc., be and it is hereby
amended to grant approval of the assignment and transfer by Telesat
Communications, Inc., to Benchmark/Manassas Cable Fund Limited Partnership,
conditioned upon its filing with the Town Clerk the necessary acceptance of the
terms of the Franchise and the Agreement to perform all the conditions thereof
pursuant to the requirements of SECTION 9 of the Franchise; and
 
     BE IT FURTHER ORDAINED that "SECTION 27. Bonding Requirements" be amended
and reenacted to read as follows:
 
          SECTION 27. Bonding Requirements.
 
     (1) Performance Bond. From and after the effective date of this Amendment,
     Company, and any successors or assigns thereof, shall keep on deposit in an
     escrow account in the name of the Town of Haymarket a cash deposit,
     corporate surety bond or irrevocable letter of credit in the amount of
     Fifteen Thousand Dollars ($15,000.00). The cash bond or letter of credit
     shall be used to insure the faithful performance by Company, its successors
     or assigns, of all provisions of this franchise ordinance; and its
     compliance with all orders, permits and directions of any agency,
     commission, board, department, division or office of the Town having
     jurisdiction over its acts or default under this franchise and the payment
     by the Company, or its successors or assigns, of any liquidated damages,
     claims, liens and taxes due the Town which arise by reason of the
     construction, operation or maintenance of the system.
 
     This ordinance shall be effective upon its passage.
 
                                            BY ORDER OF THE COUNCIL
 
                                            Endorsed:    [ILLEGIBLE]
Mayor                                                 --------------------------
 
Attest: /s/  DOROTHY KELLER
        ----------------------------
                Town Clerk
 
                                       -2-
<PAGE>   10
 
TO: BANK OF VIRGINIA:
 
     We, the undersigned, hereby notify you that pursuant to an Ordinance of the
Town of Haymarket, Virginia, dated January 20, 1986, the Town of Haymarket
granted a cable system franchise to Telesat Communications, Inc.; that an Escrow
Agreement depositing $50,000.000 with the Bank of Virginia was entered into the
17th day of November, 1986, pursuant to the franchise requirement with the Bank
of Virginia as Escrow Agent and with the provisions of escrow; that said
ordinance was amended the 20th day of July, 1987, approving the assignment and
transfer of the franchise from Telesat Communications, Inc., to
Benchmark/Manassas Cable Fund Limited Partnership, a General Partnership, of
which R. Calvin Sutliff, Jr., is General Partner; that the amendment to the said
Franchise Ordinance further amended Section 27 of the original Franchise
Ordinance to reduce from $50,000.00 to $15,000.00 the bonding requirement
thereof, thereby amending the said Agreement dated November 17, 1986, between
Telesat Communications, Inc., and the Town of Haymarket.
 
     You are further notified that all other directions, requirements and
instructions in the said Escrow Agreement dated November 17, 1986, are hereby
ratified and remain in force.
 
     You are hereby requested to forward to the Town of Haymarket a copy of the
deposit slip or other verification of the receipt of the escrow of $15,000.00,
thereby releasing the initial investment savings account certificate deposit
receipt showing deposit of $50,000.00 in the name of the Town of Haymarket dated
November 18, 1986, made at the Westgate Branch of the Bank of Virginia.
 
                                            TELESAT COMMUNICATIONS, INC.
 
                                            By: /s/  DAVID K. VITALIS
                                               ---------------------------------
                                                David K. Vitalis, President
 
                                            CABLEVISION OF MANASSAS LTD.
                                            (Benchmark/Manassas Cable Fund
                                            Limited Partnership)
 
                                            By: /s/  R. CALVIN SUTLIFF, JR.
                                               ---------------------------------
                                                R. Calvin Sutliff, Jr.
                                                 General Partner
 
                                            TOWN OF HAYMARKET
 
                                            By: /s/  GERTRUDE BEAN
                                               ---------------------------------
                                                Gertrude Bean, Mayor
<PAGE>   11
 
                                  AN ORDINANCE
                                  TO ADVERTISE
                      CABLE TELEVISION FRANCHISE ORDINANCE
 
     WHEREAS, the Town of Haymarket, Virginia, desires to seek qualified
applicants to provide cable television service to the citizens of Haymarket,
Virginia; and
 
     WHEREAS, the Town of Haymarket sets forth herein the proposed Cable
Television Franchise Ordinance to be granted and the Request for Proposals
respecting the same containing information and instructions relating to the
preparation and filing of proposals as well as conditions and provisions
regarding installation, operation and maintenance of a cable television system;
and
 
     WHEREAS, such ordinance and proposals are on file at the Town Hall in
Haymarket.
 
     NOW, THEREFORE, BE IT ORDAINED by the Council of the Town of Haymarket,
Virginia, in Regular session this 20th day of January, 1986:
 
     I. That there shall be granted in the mode prescribed by the laws of the
Commonwealth of Virginia for franchise grants (Title 15.1, Chapter 9, Article 2,
Section 15.1-307, et seq., and Title 15.1, Chapter 1, Article 2, Section
15.1-23.1 of The 1950 Code of Virginia, as amended, and in accordance with The
Cable Communications Policy Act of 1984, identified as "Title VI -- Cable
Communications," an amendment to the Communications Act of 1934) upon the
conditions hereinafter specified, the rights and privileges embodied in the
foregoing draft of ordinance together with Request for Proposals for the
provision of cable television services to the citizens of the Town of Haymarket,
such ordinance being entitled:
<PAGE>   12
 
     AN ORDINANCE GRANTING UNTO TELESAT, ITS SUCCESSORS AND ASSIGNS, A
FRANCHISE, RIGHT OF CONVENIENCE OR PRIVILEGE TO ERECT, OPERATE AND MAINTAIN
POLES, CABLES, AND ALL OTHER ELECTRICAL EQUIPMENT, STRUCTURES, OR FIXTURES
NECESSARY AND INCIDENTAL TO THE OPERATING OF A COMMUNITY ANTENNA TELEVISION
SYSTEM SERVICE AND CLOSED CIRCUIT TELEVISION TRANSMISSION SERVICE, SUBJECT TO
THE LIMITATIONS AND RESTRICTIONS HEREIN SET FORTH, UNDER, OVER, UPON AND ACROSS
THE STREETS, ALLEYS, SIDEWALKS, AND PUBLIC PLACES OF THE TOWN OF HAYMARKET,
VIRGINIA, FOR THE PURPOSE OF ERECTING, OPERATING, AND MAINTAINING A COMMUNITY
ANTENNA TELEVISION SYSTEM AND CLOSED CIRCUIT TELEVISION TRANSMISSION SERVICE FOR
THE USE OF THE RESIDENTS AND CITIZENS OF SAID TOWN, AND FOR THE PERSONS FIRMS
AND CORPORATIONS DOING BUSINESS THEREIN, AND TO USE THE PROPERTY OF OTHER
COMPANIES UPON SUCH ARRANGEMENTS AND CONDITIONS AS THE COMPANIES MAY AGREE.
 
     BE IT ORDAINED, by the Town of Haymarket, State of Virginia.
 
     SECTION 1. Short Title.
 
     This Ordinance shall be known and may be cited as the "Cable Television
Ordinance".
 
     SECTION 2. Definitions.
 
     For the purpose of this Ordinance, the following terms, phrases, words, and
their derivations shall have the meaning given herein. When not inconsistent
with the context, words used in the present tense include the future, words in
the plural number include the singular number and words in the singular number
include the plural number. The word "shall" is always mandatory and not merely
directory.
 
     (1) "Town" is the Town of Haymarket, Virginia.
 
     (2) "County" is the County of Prince William, Virginia.
 
     (3) "Company" is the grantee of rights under this Ordinance.
<PAGE>   13
 
     (4) "Council" is the Town Council of the Town of Haymarket, Virginia.
 
     (5) "Person" is any individual, partnership, association, corporation,
joint stock company, trust, or governmental entity of any kind.
 
     (6) Whenever used in the ordinance, the words "audio", "video",
"television" and "frequency modulation" shall mean a system for transmission of
audio signals and visual images, or the separate transmission of either of them,
by means of electrical impulses. The system shall have the emergency alert audio
and video interruption feature to all channels.
 
     (7) "Subscriber System" means that portion of the cable television system
that is designed to serve all residences, businesses, and institutions in the
Town.
 
     (8) "Cable System Activation" means the date on which fifteen (15) percent
of the trunk and feeder cable for the subscriber system has been installed, or
the date on which the trunk or feeder cable of the subscriber system passes
within one hundred fifty (150) feet of the property lines of fifteen (15) per
cent of all residences in the Primary Service Area (PSA).
 
     (9) "Primary Service Area" (PSA) as used in this section means the total
area of the town limits of Haymarket.
 
     (10) "Operator's Gross Revenues" shall include all revenues derived from
supplying regular subscriber service, that is, the installation fees, disconnect
and reconnect fees, and fees for regular cable benefits including the
transmission of broadcast signals and access and origination channels, if any.
 
                                       -2-
<PAGE>   14
 
It also includes revenues derived from per-program and per-channel charges,
leased channel revenues, and advertising revenues.
 
     (11) "Cable Office" shall mean the business office of the franchise which
shall be conveniently accessible to the public.
 
     (12) "Homes Per Mile" shall mean the total number of residential units
located on the property directly adjacent to two consecutive miles of street, as
measured along established streets. The total residential units thus obtained
shall be divided by two to obtain the "homes per mile." Example: 8 apartments in
one building count as 8 homes.
 
     SECTION 3. Authority and Terms
 
     (a) Grant of Authority. The town is hereby authorized to grant a
non-exclusive right and privilege to construct, erect, operate and maintain, in,
upon, along, across, above, over and under the streets, alleys, public ways and
public places now laid out or dedicated, and all extensions thereof, and
additions thereto, in the Town, poles, wires, cables, underground conduits,
manholes and other television conductors and fixtures necessary for the
maintenance and operation in the town of a community television system for the
interception, sale and distribution of television signals.
 
     (b) Term of Franchise. This grant shall be for a period of fifteen (15)
years from the effective date of this Ordinance, subject to a review of
satisfactory performance commencing not later than the thirty-sixth (36) month
prior to the expiration
 
                                       -3-
<PAGE>   15
 
of the franchise to determine grant of a five (5) year extension thereof.
 
     SECTION 4. Compliance with Applicable Laws and Ordinances.
 
     The Company shall, at all times during the life of a Franchise, be subject
to all lawful exercise of the police power of the Town, and to reasonable
regulation as the Town shall hereafter, by resolution or Ordinance, provide.
 
     SECTION 5. Liability -- Indemnification -- Insurance.
 
     The Company shall maintain and by its acceptance of a franchise,
specifically agrees that it will maintain throughout the term of its franchise,
liability insuring the Town and the Company in the minimum amount of:
 
     (1) Workmen's Compensation: As required by all applicable Federal, State,
Maritime or other laws.
 
     (2) Company's Liability: Each occurrence one million dollars ($1,000,000).
 
     (3) Comprehensive General Liability: Bodily injury, each occurrence one
million dollars ($1,000,000); property damage, each occurrence one million
dollars ($1,000,000) and aggregate one million dollars ($1,000,000).
 
     (4) Comprehensive, Automobile Liability: including non-ownership and hired
car coverages as well as owned vehicles with minimum limits as follows: bodily
injury for each occurrence three hundred thousand
 
                                       -4-
<PAGE>   16
 
dollars ($300,000); property damage for each occurrence one hundred thousand
dollars ($100,000).
 
     (5) The Insurance Policy obtained by the Company in compliance with this
section must be approved by the Town Attorney and such policies along with
written evidence of payment of premiums shall be filed and maintained with the
Office of the Town Clerk during the term of this franchise and may be changed
from time to time to reflect changing liability limits. The Company shall
immediately advise the Town Attorney of any litigation that may develop that
would affect the insurance.
 
     (6) Liability Limits: Neither the provisions of this section nor any
damages recovered by the Town hereunder shall be construed to or limit the
liability of the Company under this franchise or for damages.
 
     (7) Insurance Cancellation: The insurance policy maintained pursuant to
this franchise shall contain the following endorsement: It is hereby understood
that this insurance policy may not be canceled by the surety nor the intention
not to renew be stated by the surety thirty (30) days after receipt by the Town
by registered mail of written notice of such intention to cancel or not renew.
 
     SECTION 6. Poles and Conduits.
 
     The poles and underground conduit facilities used for the Grantee's
distribution system shall be those erected and maintained by the locally
franchised Telephone Company and/or the locally franchised Power Company, when
and where practicable,
 
                                       -5-
<PAGE>   17
 
providing mutually satisfactory rental agreements can be entered into with said
Companies. Where the use of poles and underground conduit facilities owned by
the locally franchised Telephone Company and/or the locally franchised Power
Company is not practicable, or mutually satisfactory rental agreements cannot be
entered into with said Companies, the Grantee shall have the right to erect and
maintain its own poles and underground conduit facilities as may be necessary
for the proper construction and maintenance of the television distribution
system, with the approval of locating poles and underground conduit facilities
to be first given by the Town Council.
 
     SECTION 7. Construction Approval.
 
     The Company shall furnish the Town true and accurate maps or plans of all
existing installations, and the Town hereby reserves the right at all times to
reject any proposed installation whose manner or place of construction it deems
contrary to public interest, and may order and direct the Company, at its own
expense, to move the location or alter the construction of any existing
installation wherever the Town deems the public interest to require such removal
or alteration, having due regard to the equities of the parties concerned and
the purpose of this Ordinance.
 
     SECTION 8. Conditions on Street Occupancy.
 
     (1) Use. All transmission and distribution structures, lines and equipment
erected by the Company within the Town shall
 
                                       -6-
<PAGE>   18
 
be so located as to cause minimum interference with the proper use of streets,
alleys, and other public ways and places, and to cause minimum interference with
the rights or reasonable convenience of property owners who adjoin any of the
said streets, alleys, or other public ways and places.
 
     (2) Restoration. In case of any damage of any property during installation,
construction, operation, or removal, the Company shall, at its own cost and
expense justly compensate the owner of said property for all damages incurred by
the property owner.
 
     (3) Relocation. In the event that at any time during the period of this
Franchise the Town shall lawfully elect to alter, or change the grade of, any
street, alley, or other public way, the Company, upon reasonable notice by the
Town, shall remove, relay, and relocate its poles, wires, cables, underground
conduits, manholes and other fixtures at its own expense.
 
     (4) Placement of Fixtures. The Company shall not place poles or other
fixtures where the same will interfere with any gas, electric, or telephone
fixture, water hydrant or main, and all such poles or other fixtures placed in
any street shall be placed at the outer edge of the sidewalk and inside the curb
line, and those placed in alleys shall be placed close to the line of the lot
abutting on said alley, and then in such a manner as not to interfere with the
usual travel on said streets, alleys, and public ways.
 
     (5) Temporary Removal of Wire for Building Moving. The Company shall, on
the request of any person holding a building
 
                                       -7-
<PAGE>   19
 
moving permit issued by the Town, temporarily remove, raise, or lower its wires
to permit the moving of buildings. The expense of such temporary removal,
raising, or lowering of wires, shall be paid by the person requesting the same,
and the Company shall have the authority to require such payment in advance. The
Company shall be given not less than forty-eight (48) hours advance notice to
arrange for such temporary wire changes.
 
     (6) Tree Trimming. The Company shall have the authority to trim trees upon
and overhanging streets, alleys, sidewalks and public places of the Town so as
to prevent the branches of such trees from coming in contact with the wires and
cables of the Company, all trimming to be done under the supervision and
direction of the Town and at the expense of the Company.
 
     (7) Existing Structures. Existing poles, posts, and other such structures
of telephone and power companies for leasing or licensing at reasonable terms
shall be used as practicable in order to minimize interference with travel.
 
     SECTION 9. Approval of Transfer.
 
     The Company shall not sell or transfer effective control of its plant or
system to another, nor transfer any rights under the Franchise to another
without Council approval. Provided, that no sale or transfer shall be effective
until the Vendee, assignee or lessee has filed in the office of the Town Clerk
an instrument, duly executed, reciting the fact of such sale, assignment or
lease, accepting the terms of the Franchise, and agreeing to perform all the
conditions thereof.
 
                                       -8-
<PAGE>   20
 
     SECTION 10. Franchisor Rights in Franchise.
 
     (1) Franchisor Rules. The right is hereby reserved to the Franchisor to
adopt, in addition to the provisions herein contained and existing, applicable
ordinances, such additional regulations as it shall find necessary in the
exercise of the police power, provided that such regulations, by ordinances or
otherwise, shall be reasonable, and not in conflict with the rights herein
granted, and shall not be in conflict with the laws of the State of Virginia and
the Cable Communications Policy Act of 1984.
 
     (2) Supervision and Inspection. The Town shall have the right to supervise
all construction or installation work performed subject to the provisions of
this Ordinance and to make such inspections as it shall find necessary to insure
compliance with governing ordinances.
 
     (3) Town rights. All rights, rights of way, and easements acquired
hereinabove designated shall remain the property of the Town. Until such time as
said poles or other equipment are actually installed, and in the event of future
removal of said equipment, said rights shall immediately revert to the Town.
Should said rights not sooner revert to the Town, then this grant shall
terminate and expire fifteen (15) years from the effective date hereof. It being
understood that the Company shall have the right at any time during the
effective term of this grant to surrender and relinquish all of its rights
hereunder and thereupon be released from its duties as herein required.
Surrender, by the Company, of this grant, shall be
 
                                       -9-
<PAGE>   21
 
preceded by written notice of its intention to do so at least six (6) months
before the surrender date. On the surrender date specified in such notice, all
of the rights and privileges and all of the obligations, duties and liabilities
of the Company under this Ordinance, except as to the extent previously accrued
hereunder, shall terminate.
 
     SECTION 11. Franchise Fee.
 
     The Company shall pay to the Town five (5) percent of its gross revenues
during the preceding year as a franchise fee in order to compensate the Town for
the time and expense it incurs in regulating cable television said fee to be
paid on or before 30 June of each year during the term hereof.
 
     SECTION 12. Interference.
 
     The Company shall at all times operate and maintain its community antenna
television system in such a manner as not to interfere with existing television
reception, including interference by radiation, and the town shall enforce the
provisions of this section.
 
     SECTION 13. Records and Reports.
 
     The Town shall have access at all reasonable hours to all of the Company's
engineering data, accounting, financial, and customer service records relating
to the property and the operation of the Company and to all other records
required to be kept by other governmental authorities and hereunder.
 
     (1) Company Rules and Regulations. Copies of such rules, regulations, terms
and conditions adopted by the Company for the conduct of its business.
 
                                      -10-
<PAGE>   22
 
     (2) Gross Revenue. An annual summary report showing gross revenues received
by the Company from its operation within the Town during the preceding year and
such other information as the Town shall request with respect to properties and
expenses of the Company's service within the Town. Said report shall be due on
31 May of each year during the term hereof.
 
     SECTION 14. Reimbursement of Costs.
 
     In addition to paying a franchise fee, the Company agrees to reimburse the
Town for all direct and reasonable charges actually incurred by the Town in
connection with the award of the franchise.
 
     SECTION 15. Channel Capacity.
 
     The Company shall establish a minimum channel capacity of thirty five (35)
channels in the forward direction and expansion capability to four (4) in the
reverse.
 
     SECTION 16. Subdivision Policy.
 
     The Town shall have the power to require the Company to install cable and
fixtures in a proposed subdivision of such quality and service capability as is
commensurate with the requirements of this ordinance and the Company's service
elsewhere in the Town. The Company shall be reimbursed for all costs attendant +
10% with such reinstallation.
 
                                      -11-
<PAGE>   23
 
     SECTION 17. Service Review.
 
     The Town shall have the power to require periodic quality of service
reviews for the purpose of regulation and franchise renewal.
 
     SECTION 18. Technical Standards.
 
     The Town shall have the right to establish minimum technical standards
which the Company shall comply with. Until such standards are adopted, the
following minimum system standards apply to all one-way and two-way channels,
regardless of program content:
 
     (a) Subscriber Terminal
 
         1. Minimum signal level 0 dBmV (+4 plus or minus 4 dBmV)
 
         2. Adjacent visual carrier level maximum variation plus or minus 3 dB
 
         3. Associated aural signals between 13 and 17 dB below visual signal
            level
 
         4. FM signals and test signals carried at same signal level as aural
            signals
 
         5. Amplitude characteristics within plus or minus 2 dB from .75 MHz
            below to 5.0 MHz above the video carrier frequency as measured from
            input to subscriber terminal
 
         6. Signal-to-noise ratio 40 dB of visual signal level to 4.3 MHz noise
 
         7. Frequency stability of total system conversion any input to any
            output plus or minus 50 kHz
 
         8. Intermodulation products 46 dB below visual signal level
 
         9. Cross modulation products fully loaded synchronous modulation 48 dB
            below visual level
 
        10. Peak-to-Peak hum less than 5% of visual signal level
 
                                      -12-
<PAGE>   24
 
          11. Minimum terminal isolation 26 dB
 
     (b) Radiation
 
         The Town has the right to deactivate any and all channels immediately
         if there is a documented violation of radiation levels above the
         following:
 
<TABLE>
<CAPTION>
                    LIMIT
                  MICROVOLT/
  FREQUENCY         METER        DISTANCE
--------------    ----------     --------
<S>               <C>            <C>
Up to 54 MHz          15           100"
54 to 216 MHz         20            10"
Over 216 MHz          15           100"
</TABLE>
 
     SECTION 19. Reliability.
 
     The Town shall have the right to establish minimum reliability standards
for the system.
 
     SECTION 20. System Testing.
 
     The cable television system shall be maintained in an appropriate manner as
to provide state-of-the-art quality and signal transmission reliability.
Properly calibrated state-of-the-art test equipment and tools shall be used in
maintaining the system. System testing to monitor technical performance shall
comply with generally accepted industry procedures as specified from time to
time by the Town. As of the Agreement date, the Company shall utilize "NCTA
Recommended Practices for Measurements on Cable Television Systems," published
by the National Cable Television Association -- ISBN 0-940272-09-1, 1983(C). If
there is a dispute concerning the source of visual impairment on video channels,
the Company shall compare the subscriber's television with a portable television
set on an A/B substitution basis.
 
                                      -13-
<PAGE>   25
 
     SECTION 21. Subscriber Connections.
 
     Only full time employees of the Company shall be used to install cable
drops and connect subscriber facilities on the subscriber's property. All
installation personnel shall be bonded.
 
     Cable drops shall be installed in compliance with the National Electric
Code, Article 820 or its successor. Whenever technically possible, the Company
shall meet each subscriber's desire regarding the point at which the cable drops
enter the subscriber's residence or other structure, and the points at which the
drops terminate inside the structure.
 
     All cable within buildings shall be located so as to make it as unobtrusive
as possible.
 
     SECTION 22. Rates.
 
     The Company shall clearly define its rate structure and rates. The Town
shall have the right from time to time to regulate the rates charged to
subscribers in conformance with the Cable Communications Policy Act of 1984 and
as further defined by the Federal Communications Commission.
 
     SECTION 23. Rights of Individuals Protected.
 
     (1) Sales of Subscriber Lists Prohibited. The Company shall not sell or
allow the use of subscriber lists for any purpose not connected with the
operation of the cable television system.
 
                                      -14-
<PAGE>   26
 
     (2) Monitoring. No monitoring of any terminal connected to the system shall
take place without specific written authorization by the user of the terminal in
question on each occasion.
 
     (3) Cable Tapping. The provisions of Section 18.2-187.1 of the Code of
Virginia of 1950 and Section 633 of the Cable Communications Policy Act of 1984,
as the same may from time to time be amended, is hereby incorporated by
reference.
 
     (4) Discriminatory or Preferential Practices Prohibited. The Company shall
not, in its rates or charges, or in making available the service or facilities
of its system, or in its rules and regulations, or in any other respect, make or
grant preferences or advantages to any subscriber or potential subscriber to the
system, or to any user or potential user of the system, and shall not subject
any such persons to any prejudice or disadvantage. This provision shall not be
deemed to prohibit promotional campaigns to stimulate subscriptions to the
system or other legitimate uses thereof; nor shall it be deemed to prohibit the
establishment of a graduated scale of charges, and classified rate schedules to
which any customer coming within classification shall be entitled.
 
     (5) Open Access. The entire system of the Company shall be operated in a
manner consistent with the principle of fairness and equal accessibility of its
facilities, equipment, channels, studios, and other services to all citizens,
businesses, public agencies, or other entities having legitimate use of the
system, and no one shall be arbitrarily excluded from its use; allocation of use
of said facilities shall be made
 
                                      -15-
<PAGE>   27
 
according to the rules and decisions of regulatory agencies affecting the same,
and where such rules or decisions are not effective to resolve a dispute between
conflicting users, or potential users, the matter shall be submitted for
resolution to the Town.
 
     SECTION 24. Miscellaneous Provisions.
 
     (1) Severability. If any section, sentence, clause or phrase of the
Ordinance is held invalid or unconstitutional, such invalidity or
unconstitutionality shall not affect the validity of any remaining provision of
this Ordinance. Provided, however, that in the event a court of competent
jurisdiction declares any section invalid, then such section or sections will be
renegotiated by the Town and the Company.
 
     (2) Captions. The captions to sections are inserted, solely for information
and shall not affect the meaning or interpretation of the Ordinance.
 
     (3) No Recourse Against the Town. The Company shall have no recourse
whatsoever against the Town or its officers, boards, commissions, agents, or
employees for any loss, cost, expense or damage arising out of any provision or
requirement of the franchise or because of its enforcement.
 
     (4) Non-Enforcement. The Company shall not be relieved of its obligation to
comply promptly with any of the provisions of the franchise by any failure of
the Town to enforce prompt compliance.
 
                                      -16-
<PAGE>   28
 
     (5) Employee Indoctrination. The Company shall have an ongoing
indoctrination program such that each new employee shall be made fully aware of
all the provisions of this ordinance, with special regard to the service
provisions, subscriber complaint procedures and reports to be filed with the
Town.
 
     (6) Other Business Activities. The Company shall not engage in the business
of selling, repairing or installing television receivers, radio receivers, or
accessories for such receivers within the town during the term of this
franchise.
 
     SECTION 25. Franchise Application.
 
     Proposal. Proposals and applications for franchise shall be submitted in
the form prescribed by the Town.
 
     SECTION 26. Incorporation by Reference Provision.
 
     Bid Incorporation by Reference. The Company upon its acceptance of their
franchise shall be bound by the provisions of this Ordinance and all written and
documentary responses, statements, promises of performance and information
contained in its bid.
 
     SECTION 27. Bonding Requirements.
 
     (1) Performance Bond. Within thirty (30) days after the award of this
franchise, Company shall deposit with the Town a cash security bond or
irrevocable letter of credit in the amount of fifty thousand dollars
($50,000.00). The cash bond or letter of credit shall be used to insure the
faithful performance by
 
                                      -17-
<PAGE>   29
 
Company of all provisions of this ordinance franchise; and compliance with all
orders, permits and directions of any agency, commission, board, department,
division or office of the Town having jurisdiction over its acts or default
under this franchise and the payment by the Company of any liquidated damages,
claims, liens and taxes due the Town which arise by reason of the construction,
operation or maintenance of the system.
 
     (2) Bonding Term. The cash bond or letter of credit shall be maintained at
fifty thousand dollars ($50,000.00) during the entire term of this franchise,
even if amounts have to be withdrawn pursuant to subdivision 1. or 3. of this
section.
 
     (3) Town's Remedies Under Bond. If Company fails to pay to the Town any
compensation within the time fixed herein; or, fails, after ten (10) days notice
to pay to the Town any taxes due and unpaid; or fails to repay the Town within
ten (10) days, any damages, costs or expenses which the Town is compelled to pay
by reason of any act or default of the Company in connection with a franchise;
or, fails, after three (3) days notice by the Town of such failure to comply
with any provision of this franchise which the Town reasonably determines can be
remedied by demand on the cash bond or letter of credit the Town may immediately
require payment of the amount thereof, with interest and any liquidated damages,
from the cash bond or letter of credit.
 
                                      -18-
<PAGE>   30
 
     (4) Town's Limitations. The rights reserved to the Town with respect to the
cash bond or letter of credit are in addition to all other rights of the Town,
whether reserved by a franchise or authorized by law, and no action, proceeding
or exercise of a right with respect to such cash bond or letter of credit shall
affect any other right the Town may have.
 
     SECTION 28. Construction Bond.
 
     Within thirty (30) days after the award of this franchise, Company shall
obtain and maintain at its cost and expense, and file with the Town Clerk, a
Corporate surety bond in a company authorized to do business in the State of
Virginia, and found acceptable by the Town Attorney or an irrevocable letter of
credit comparable to cash deposit and without condition in the amount of three
hundred thousand dollars ($300,000) to guarantee the timely construction and
full activation of the system and the safeguarding of damage to private property
and restoration of damages incurred with utilities.
 
     The bond shall provide, but not be limited to, the following condition:
There shall be recoverable by the Town, jointly and severally from the principal
and surety, any and all damages, loss or costs suffered by the Town resulting
from the failure of Company to satisfactorily complete and fully activate the
system throughout the franchise area pursuant to the terms and conditions of
this ordinance franchise agreement.
 
     Any extension to the prescribed construction time limit must be authorized
by the Town Council. Such extension shall be
 
                                      -19-
<PAGE>   31
 
authorized only when the Council finds that such extension is necessary and
appropriate due to causes beyond the control of Company.
 
     The construction bond shall be terminated or the letter of credit canceled
only after the Council finds that Company has satisfactorily completed initial
construction and activation of the system pursuant to the terms and conditions
of this ordinance franchise agreement.
 
     The rights reserved to the Town with respect to the construction bond are
in addition to all other rights of the Town, whether reserved by this ordinance
or authorized by law, and no action, proceeding or exercise of a right with
respect to such bond shall affect any other rights the Town may have.
 
     The construction bond shall contain the following endorsement:
 
     It is hereby understood and agreed that this bond may not be canceled by
     the surety nor the intention not to renew be stated by the surety until
     sixty (60) days after receipt by the Town, by registered mail, of written
     notice of such intent to cancel or not to renew.
 
     SECTION 29. Revocation of Franchise for Cause.
 
     (1) The Town may terminate the franchise agreement entered into pursuant to
this Ordinance upon its determination, after at least thirty (30) days written
notice to the Chief Executive Officer of the Company in question and after
public bearing, advertised for two (2) weeks in a newspaper having general
circulation in the Town, that the Company has failed to cure any one or more of
the following problems: (1) Breach,
 
                                      -20-
<PAGE>   32
 
whether by act or omission, of any terms or conditions of this Ordinance or of
the franchise agreement; or (2) Material misrepresentation of fact; or (3)
Insolvency of the Company, or inability or unwillingness to meet its debts as
they arise or mature, or the filing of a voluntary or involuntary petition in
bankruptcy for the benefit of the creditors of the Company; or (4) For any other
good cause shown.
 
     (2) Upon termination of a franchise for cause, the Town may acquire the
cable system of the cable system operator whose franchise has been terminated at
an equitable price based on the ongoing business value of the system. In the
event that the Company and the Town cannot agree upon any such equitable price,
then the matter of determining an equitable price shall be submitted to binding
arbitration.
 
     (3) Any franchise revocation proceeding shall be appealable to the Circuit
Court which has jurisdiction in the Town within sixty (60) days of the date of
the order of the Town Council by Motion of Declaratory Judgment.
 
     This ordinance shall be in force from its passage.
 
                                        TOWN OF HAYMARKET
 
                                        By: /s/  GERTRUDE BEAN
                                            ------------------------------------
                                            Gertrude Bean, Mayor
 
ATTEST: /s/  DOROTHY KELLER
        -----------------------
        Town Clerk
 
        ADOPTED this 20th day January, 1986.
 
                                      -21-