<PAGE>   1
                                                                  EXHIBIT (4)(h)

         NEITHER THIS AGREEMENT NOR THE OPTION HAS BEEN REGISTERED UNDER THE
    SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
    NEITHER THIS AGREEMENT NOR THE OPTION MAY BE SOLD OR OFFERED FOR SALE IN THE
    ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER
    SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
    REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL
    SATISFACTORY TO THE GENERAL PARTNER OF THE GRANTOR THAT SUCH REGISTRATION IS
    NOT REQUIRED.


                       OPTION AGREEMENT/OPTION CERTIFICATE


         THIS OPTION AGREEMENT/OPTION CERTIFICATE (this "Agreement"), dated as
    of December 29, 1999 by and between JAMES CABLE PARTNERS, L.P., a Delaware
    limited partnership ("Grantor"), and JAMES COMMUNICATIONS PARTNERS, a
    Michigan general partnership ("Purchaser"),

                                   WITNESSETH:

         WHEREAS, the Grantor desires to grant to the Purchaser, and the
    Purchaser desires to acquire from the Grantor, an option to purchase a Class
    A Limited Partner Interest from the Grantor upon and subject to the terms of
    this Agreement (the "Option").

         NOW, THEREFORE, in consideration of the foregoing, and the payment by
    the Purchaser to the Grantor of the Option Consideration, and of the
    covenants and agreements contained in this Agreement, as well as for other
    good and valuable consideration (the receipt and sufficiency of which are
    hereby acknowledged), the Grantor and the Purchaser agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         All capitalized terms not otherwise defined in this Agreement shall be
    defined in this Agreement as in the Partnership Agreement. The meanings of
    all capitalized terms


<PAGE>   2

    are applicable to the singular as well as to the plural forms of such terms
    as well as to the feminine and neuter genders of such terms.

         "Dollars" or "$" means the coin or currency of the United States of
    America as at the time of payment is legal tender for the payment of public
    and private debts.

         "Equity Value" shall mean the aggregate fair market value, in Dollars,
    of all Class A Limited Partner Interests outstanding on the date immediately
    preceding the Exercise Date which aggregate fair market value shall be
    determined in accordance with the provisions of Section 4.1 of this
    Agreement.

         "Exercise Price" means an amount, in Dollars, equal to .625% of the
    Equity Value.

         "Indenture" means the Indenture dated as of August 15, 1997 among James
    Cable Partners, L.P. and James Cable Finance Corp., as issuers, and United
    States Trust Company of New York, as trustee.

         "Net Exercise Price" means an amount equal to $1.

         "Net Option Equity Value" means an amount, in Dollars, equal to the
    product of (i) Equity Value and (ii) 2.5%.

         "Option Consideration" means (i) the sum of $25,000 paid by the
    Purchaser to the Grantor concurrently with the execution and delivery of
    this Agreement, (ii) the Purchaser's consent, in its capacity as General
    Partner, to the transactions contemplated by the Sale Agreement, (iii) the
    Purchaser's consent to the transactions contemplated by, and its execution
    of, in each case in its capacity as General Partner and in its capacity as a
    Limited Partner, of the Partnership Agreement; and (iv) the covenants and
    agreements of Purchaser contained in this Agreement.

         "Option Equity Value" means an amount, in Dollars, equal to the product
    of (i) Equity Value and (ii) 3.125%.

         "Option Period" means the period beginning on the date first above
    written and ending at 5:00 p.m. (Detroit, Michigan time) on that date that
    is the first to occur of the date of dissolution the Grantor and December
    31, 2010.

         "Partnership Agreement" means the Second Amended and Restated Agreement
    of Limited Partnership of James Cable Partners, L.P., a Delaware limited
    partnership, dated December 29, 1999 (including, without limitation,
    Schedule A, B, and C thereto), as the same may be amended from time to time.


                                      -2-

<PAGE>   3

         "Payment Date" means that date that is 30 days after the Exercise Date.

         "Sale Agreement" means the Limited Partnership Interest Purchase
    Agreement dated December 29, 1999 among SCP James Acquisition LLC, a
    Delaware limited liability company, Grantor and the sellers listed on
    Schedule 1 thereto.

                                    ARTICLE 2

                                  OPTION TERMS

         2.1 Grant and Purchase of the Option. For the Option Consideration, the
    receipt and payment of which are hereby acknowledged by the Grantor and the
    Purchaser, the Grantor hereby grants and sells to the Purchaser, and the
    Purchaser hereby acquires and purchases from the Grantor, the Option. The
    Option entitles the Purchaser, pursuant and subject to the terms of this
    Agreement, to purchase from Grantor a Class A Limited Partner Interest
    having a Percentage Interest determined in accordance with the terms of this
    Agreement.

         The Option was granted and sold to the Purchaser solely in
    consideration of the payment of the Option Consideration. The Option was not
    granted or sold for any services performed, or to be performed, by the
    Purchaser or any other person or entity.

         2.2 Exercise of Option.

              (a) The Option is exercisable by the Purchaser only in whole, and
         not in part, and only during the Option Period. The Purchaser shall
         exercise the Option by surrendering this Agreement and a completed and
         duly executed Notice of Exercise (in the form attached hereto as Annex
         A) to the Grantor at the principal executive office of the Grantor.
         Concurrently with such surrender of this Agreement and such Notice of
         Exercise to the Grantor, the Purchaser shall deliver a copy of the same
         to the Grantor's Partnership Advisory Board pursuant to Section 4.2
         hereof. The Exercise Price or the Net Exercise Price, as applicable,
         shall be payable on the Payment Date (i) in cash or by check or wire
         transfer acceptable to the Grantor, (ii) by cancellation by the
         Purchaser of indebtedness or other obligations of the Grantor to the
         Purchaser, or (iii) by a combination of the consideration described in
         clauses (i) and (ii) of this sentence.

              (b) This Option shall be deemed to have been exercised immediately
         as of 5:00 p.m. (Detroit, Michigan time) on the date (the "Exercise
         Date") on which this Agreement and a Notice Of Exercise are surrendered
         to the Grantor in a manner contemplated by this Agreement. Provided
         that the Purchaser pays the Exercise Price, or the Net Exercise Price,
         on the Payment Date, the Purchaser shall be treated for all purposes as
         the owner of the Class A Limited Partner Interest

                                      -3-

<PAGE>   4


         issuable upon exercise of the Option as of 5:00 p.m. (Detroit, Michigan
         time) on the Payment Date.

              (c) Notwithstanding any provisions herein to the contrary: When
         the Purchaser exercises the Option, it shall be obligated to pay the
         Exercise Price on the Payment Date; provided, however, that if the
         Partnership Advisory Board, in the exercise of its discretion,
         determines, prior to 11:00 a.m. (Detroit, Michigan time) on the Payment
         Date, that the Purchaser is to pay the Net Exercise Price, then the
         Purchaser shall be obligated to pay the Net Exercise Price on the
         Payment Date. If the Purchaser pays the Exercise Price, then the
         Purchaser shall receive a Class A Limited Partner Interest having a
         Percentage Interest equal to 3.125%. If the Purchaser pays the Net
         Exercise Price, then the Purchaser shall receive a Class A Limited
         Partnership Interest equal to 2.5%. Upon payment of the Exercise Price
         or the Net Exercise Price, as applicable, (i) the Purchaser shall be
         deemed to have made a capital contribution to the Partnership for such
         Class A Limited Partner Interest that is equal in amount to the Option
         Equity Value or the Net Option Equity Value, as applicable, (ii) the
         Class A Limited Partnership Interest issuable upon exercise of the
         Option shall be issued to the Purchaser, (iii) the Purchaser shall be
         admitted as a Class A Limited Partnership with respect to such Class A
         Limited Partnership Interest, and (iv) the Grantor shall, or shall
         cause its General Partner to, adjust the Percentage Interests and the
         Capital Accounts of the Grantor's Class A Limited Partners in an
         appropriate manner to reflect the issuance of such Class A Limited
         Partner Interest to the Purchaser pursuant to the Option.

         2.3 Replacement of Option. On receipt of evidence reasonably
    satisfactory to the Grantor of the loss, theft, destruction or mutilation of
    this Agreement and the Option and, in the case of loss, theft or
    destruction, on delivery of an indemnity agreement reasonably satisfactory
    in form and substance to the Grantor or, in the case of mutilation, on
    surrender and cancellation of this Agreement, the Grantor at its expense
    shall execute and deliver to the Purchaser, in lieu of this Agreement and
    the Option, a new instrument of like tenor and amount.

         2.4 Transfer of Option.

              (a) This Agreement and the Option may only be transferred or
         assigned by the Purchaser only in whole and not in part. Any such
         transfer or assignment shall be made by endorsement (by the Purchaser
         executing the Assignment Form annexed hereto as Annex B) and delivery
         in the same manner as a negotiable instrument transferable by
         endorsement and delivery; provided, however, that no such transfer or
         assignment shall be permitted without compliance with all applicable
         federal and state securities laws by the transferor and the transferee.


                                     -4-

<PAGE>   5

              (b) On surrender of this Option for transfer and assignment,
         accompanied by a properly endorsed Assignment Form, the Grantor at its
         expense shall issue to or on the order of the Purchaser a new
         instrument of like tenor, in the name of the Purchaser or as the
         Purchaser (on payment by the Purchaser of any applicable transfer
         taxes) may direct.

              (c) The Purchaser acknowledges that this Agreement, the Option and
         the Class A Limited Partner Interest issuable upon exercise of the
         Option are being acquired solely for the Purchaser's own account and
         not as a nominee for any other party, and for investment, and that the
         Purchaser will not offer, sell or otherwise dispose of this Agreement,
         the Option or any Class A Limited Partner Interest issuable upon
         exercise of the Option, except under circumstances that will not result
         in a violation of the Securities Act of 1933, as amended, or any state
         securities laws. Upon exercise of the Option, the Purchaser shall, if
         requested by the Grantor, confirm in writing, in a form satisfactory to
         the Grantor, that the Interest so purchased is being acquired solely
         for the Purchaser's own account and not as a nominee for any other
         party, for investment, and not with a view toward distribution or
         resale.

                                    ARTICLE 3

                                    COVENANTS

         3.1 Covenants of the Grantor.

              (a) The Grantor covenants that at all times during the Option
         Period the Grantor will reserve a sufficient Interest to provide for
         the issuance of the Class A Limited Partner Interest issuable upon the
         exercise of the Option and, from time to time, will take all steps
         necessary to issue and evidence the issuance of, the Class A Limited
         Partner Interest issuable upon exercise of the Option. The Grantor
         agrees that its issuance of this Agreement and the Option shall
         constitute full authority to its officers to execute and issue all
         certificates, documents and instruments necessary to issue, or to
         evidence the issuance of, the Class A Limited Partner Interest issuable
         upon the exercise of this Option. The Grantor will not, by any
         voluntary action, avoid or seek to avoid the observance or performance
         of any of the terms to be observed or performed hereunder by the
         Grantor, but will at all times in good faith assist in the carrying out
         of all of the provisions of this Agreement and in the taking of all
         such action as may be necessary or appropriate in order to protect the
         rights of the Purchaser hereunder against impairment.

              (b) Upon the occurrence and during the continuance of any breach
         or threatened breach of this Agreement, the Purchaser shall have the
         right forthwith, its election, to exercise any and all rights and
         remedies available to the Purchaser

                                      -5-

<PAGE>   6

         at law or in equity, and, in addition, the Purchaser shall have the
         specific rights, and remedies, which rights and remedies shall be
         cumulative and not exclusive The Grantor recognizes that the remedies
         of the Purchaser at law for a breach of the provisions of this
         Agreement would be inadequate, and hereby consents to the exercise of
         equitable jurisdiction and to the entry of equitable remedies,
         including without limitation the remedies of injunction and specific
         performance, to remedy any such breach, and waives the right to object
         to any such jurisdiction or remedies on the ground of the adequacy of
         the Purchaser' remedies at law.

         3.2 Covenant of the Purchaser. The Purchaser agrees that until it is
    removed as the General Partner pursuant to the Partnership Agreement, it
    shall be and remain the General Partner so long as any indebtedness is
    outstanding under the Indenture. The Purchaser agrees to be bound by and to
    comply with all of the terms of the Partnership Agreement with respect to
    the Class A Limited Partner Interest that is issuable upon exercise of the
    Option.

                                    ARTICLE 4
                                  MISCELLANEOUS

         4.1 Determination of Equity Value.

              (a) For all purposes of this Agreement, the calculation of Equity
         Value shall initially be made by the General Partner, who shall supply
         the Partnership Advisory Board with all such information and data as
         shall be requested to enable the Partnership Advisory Board to reach an
         informed judgment with respect thereto. In the event the Partnership
         Advisory Board shall disagree with any determination of Equity Value
         made by the General Partner and the General Partner shall not accept
         the determination of Equity Value proposed by the Partnership Advisory
         Board, the matter shall be settled by appraisal as provided in this
         Section 4.1. Any determination of Equity Value made in accordance with
         the provisions of Section 4.1 shall be made in writing and a copy
         thereof given to each Limited Partner. In determining Equity Value the
         following principles shall apply: (i) the Partnership will be valued on
         a going concern basis, in conformity with standard appraisal
         techniques, applying the market factors then relevant, and other assets
         and other securities not subject to valuation as described below, shall
         be valued similarly; (ii) securities which are freely tradable and the
         principal market for which (measured by the average daily volume over
         the preceding four trading weeks) is either the New York Stock Exchange
         or the American Stock Exchange or which are quoted on the National
         Market System of the National Association of Securities Dealers, Inc.
         shall be valued at their last reported closing sale price, prior to the
         date of determination on such exchange, or, if no sales occurred on
         such day, at the mean between the closing "bid" and "asked" prices on
         such day; and (iii) securities which are freely tradable and the
         principal market for which is


                                      -6-

<PAGE>   7

         some other national securities exchange or the over-the-counter market
         (but which are not quoted on the National Market System) shall be
         valued at their last reported closing sale price, regular way, prior to
         the date of determination on the principal national securities exchange
         on which they are traded, or, if no sales occurred on such day, at the
         mean between the closing "bid" and "asked" prices on such day, or, if
         the principal market for such securities is, or is deemed to be, in the
         over-the-counter market, at their average closing "bid" price as
         published by the National Association of Securities Dealers Automated
         Quotation System, or if such price is not so published, at the mean
         between their closing "bid" and "asked" prices, if available, which
         prices may be obtained from any reputable broker or dealer. For all
         purposes of this Agreement, Equity Value shall be determined after
         considering all factors which might reasonably affect the sales price
         of Class A Limited Partner Interests or the value of the assets or
         securities of the Partnership, including, without limitation, if and as
         appropriate, the anticipated impact on current market prices of
         immediate sale, the lack of a market for such Interests or assets of
         securities and the impact on present value of, among others, the length
         of time before any such sales may become possible and the cost and
         complexity of any such sales. For all purposes of this Section 4.1, all
         determinations of Equity Value which have been determined in accordance
         with the terms of this Section 4.1 shall be final and conclusive on the
         Grantor, all Partners, and their respective successors and assigns. In
         determining the value of assets in accordance with the provisions of
         this Section 4.1, the General Partner and the Partnership Advisory
         Board may obtain and rely on information provided by any source or
         sources reasonably believed to be accurate.

              (b) Any controversy arising out of a determination of Equity Value
         which shall be submitted to appraisal as provided for by this Section
         4.1 shall be settled in New York, New York by an appraisal undertaken
         by two independent nationally recognized experts in the cable
         television field (the "Initial Appraisers"), to determine the Equity
         Value. One such appraiser shall be appointed by the General Partner,
         and the other by the Partnership Advisory Board, and the deliberations
         of the appraisers shall commence forthwith following their appointment.
         If the disparity between the Equity Values determined by each of the
         Initial Appraisers is less than or equal to 5% of the higher of the two
         Equity Values, the final Equity Value shall be the average of such two
         Equity Values. If such disparity is greater than 5%, then the Initial
         Appraisers shall select a third appraiser possessing similar
         qualifications. If the Initial Appraisers cannot agree upon a third
         appraiser within 25 days of the commencement of their original
         deliberations to determine Equity Value, the third appraiser shall be
         selected by the American Arbitration Association, and such third
         appraiser, within 20 days of appointment, shall make its determination
         of Equity Value. The final Equity Value shall be whichever Equity Value
         of the two Initial Appraisers is closest to the Equity Value determined
         by the third appraiser so long as the disparity


                                      -7-

<PAGE>   8

         between the third Equity Value and the earlier Equity Value to which it
         is closest is less than or equal to 20% of such earlier Equity Value.
         If the disparity is greater than 20%, then the Equity Value shall be
         the average of the two Equity Values that are closest. The valuation
         decision of such appraisers shall be final and conclusive on the
         Grantor, all Partners and their respective successors and assigns. The
         cost of any such appraisals shall be borne equally by the Partnership
         (as a Partnership expense) and the General Partner.

         4.2 Notices. All notices and other communications required or permitted
    under this Agreement shall be deemed to have been duly given and made if in
    writing and if served by personal delivery to the party for whom intended
    (which shall include delivery by Federal Express or any other nationally
    recognized overnight delivery service), bearing the address shown in this
    Agreement for, or such other address as may be designated in writing
    hereinafter by, such party:

         If to the Grantor:         James Cable Partners, L.P.
                                    710 North Woodward Avenue, Suite 180
                                    Bloomfield Hills, Michigan  48304

         with copies to:            Miller, Canfield, Paddock and Stone, P.L.C.
                                    840 West Long Lake Road, Suite 200
                                    Troy, Michigan  48098-6358
                                    Attention:  Brad B. Arbuckle, Esq.

                                    and

                                    Dow, Lohnes & Albertson, PLLC
                                    Suite 800
                                    1200 New Hampshire Avenue, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Edward J. O'Connell, Esq.

         If to the Grantor's
           Partnership
           Advisory Board:          James Cable Partners, L.P.
                                    710 North Woodward Avenue, Suite 180
                                    Bloomfield Hills, Michigan  48304

                                    and


                                      -8-

<PAGE>   9

                                    c/o Sandler Capital Management
                                    767 Fifth Avenue
                                    45th Floor
                                    New York, New York  10153
                                    Attention:  Douglas E. Schimmel

         with copies to:            Miller, Canfield, Paddock and Stone, P.L.C.
                                    840 West Long Lake Road, Suite 200
                                    Troy, Michigan  48098-6358
                                    Attention:  Brad B. Arbuckle, Esq.

                                    and

                                    Dow, Lohnes & Albertson, PLLC
                                    Suite 800
                                    1200 New Hampshire Avenue, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Edward J. O'Connell, Esq.

         If to the Purchaser:       James Communications Partners
                                    710 North Woodward Avenue, Suite 180
                                    Bloomfield Hills, Michigan  48304

         with copies to:            Miller, Canfield, Paddock and Stone, P.L.C.
                                    840 West Long Lake Road, Suite 200
                                    Troy, Michigan  48098-6358
                                    Attention:  Brad B. Arbuckle, Esq.

                                    and

                                    Dow, Lohnes & Albertson, PLLC
                                    Suite 800
                                    1200 New Hampshire Avenue, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Edward J. O'Connell, Esq.

         Section 4.3 Entire Agreement. This Agreement embodies the entire
    agreement and understanding of the parties hereto with respect to the
    subject matter hereof, and supersedes all prior and contemporaneous
    agreements and understandings, oral or written, relative to said subject
    matter.

         Section 4.4 Binding Effect; Assignment. This Agreement shall bind, and
    the benefits hereof shall inure to, the Grantor and the Purchaser, and their
    respective

                                      -9-

<PAGE>   10


    successors and assigns; provided, however, that the Grantor may not transfer
    or assign (by operation of law or otherwise) any or all of its rights or
    delegate the performance of all or any part of its obligations hereunder
    without the prior written consent of the Purchaser.

         Section 4.5 Expenses of Transaction. Each party to this Agreement shall
    bear its own expenses, including attorneys' fees, in respect of this
    Agreement and the transactions contemplated hereby, whether or not such
    transactions are consummated.

         Section 4.6 Amendment; Waiver; Consent. This Agreement may not be
    changed, amended, terminated, augmented, rescinded or discharged (other than
    by performance), in whole or in part, except by a writing executed by each
    of the parties hereto, and no waiver of any of the provisions or conditions
    of this Agreement or any of the rights of a party hereto shall be effective
    or binding unless such waiver shall be in writing and signed by the party
    claimed to have given a consent thereto. Except to the extent that a party
    hereto may have otherwise agreed to in writing, no wavier by that party of
    any condition of this Agreement or breach by the other party of any of its
    obligations, representations or warranties hereunder shall be deemed to be a
    waiver of any other condition or subsequent or prior breach of the same or
    any other obligation or representation or warranty by such other party, nor
    shall any forbearance by the first party to seek a remedy for any
    noncompliance or breach by such other party be deemed to be a waiver by the
    first party of its rights and remedies with respect to such noncompliance or
    breach.

         Section 4.7 Counterparts. This Agreement may be executed in multiple
    counterparts, each of which shall be deemed an original, but all of which
    taken together shall constitute one and the same instrument. In the event
    one or more of the provisions of this Agreement should, for any reason, be
    held to be invalid, illegal or unenforceable in any respect, such
    invalidity, illegality, or unenforceability shall not affect any other
    provisions of this Agreement, and this Agreement shall be construed as if
    such invalid, illegal or unenforceable provision had never been contained
    herein. Headings in this Agreement are for purposes of reference only and
    shall not limit or affect the meaning thereof.

         Section 4.8 Governing Law; Consent to Jurisdiction.

              (a) This Agreement shall in all respects be construed in
         accordance with, and governed by, the laws of the State of Delaware,
         without regard to the principles of conflicts of law thereof.

              (b) Each of the parties hereto hereby irrevocably submits to the
         non-exclusive jurisdiction of the New York Supreme Court, New York
         County, or the United States District Court for the Southern District
         of New York and any

                                      -10-

<PAGE>   11


         appellate court thereof in any action or proceeding arising out of or
         relating to this Agreement and the transactions contemplated hereby and
         each of the parties hereto hereby irrevocably agrees that all claims in
         respect of such action or proceeding shall be heard and determined in
         such New York state or Federal court. Each of the parties hereto hereby
         irrevocably and unconditionally waives, to the fullest extent any of
         them may legally and effectively do so, any objection that any of them
         may now or hereafter have to the laying of venue of any suit, action or
         proceeding arising out of or relating to this Agreement or any of the
         transactions contemplated hereby in the New York Supreme Court, New
         York County, or the United States District Court for the Southern
         District of New York. Each of the parties hereto hereby irrevocably
         waives, to the fullest extent possible, the defense of any inconvenient
         forum to the maintenance of such action or proceeding.

         Section 4.9 Further Assurances. Each of the parties hereto shall take
    such other and further actions and shall execute and deliver such other and
    further documents and instruments as shall be necessary or desirable to
    effectuate the intent and provisions of this Agreement. All covenants,
    agreements, representations and warranties made in this Agreement, or in the
    certificates delivered in connection herewith, shall be deemed to have been
    material and to have been relied upon by the Purchasers, notwithstanding any
    investigation made by them or on their behalf, and shall survive the
    execution and delivery of this Agreement, and shall continue in full force
    and effect until the Option shall be exercised or shall lapse.




                                      -11-


<PAGE>   12



         IN WITNESS WHEREOF, this Agreement has been duly executed on behalf of
each of the parties hereto as of the day and year first above written.

                           GRANTOR:

                           JAMES CABLE PARTNERS, L.P., a Delaware limited
                           partnership

                           By: James Communications Partners, a Michigan general
                               partnership and its general partner

                               By: Jamesco, Inc., a Michigan corporation and a
                                   general partner of James Communications
                                   Partners

                                   By:
                                      -----------------------------------
                                           Name:    William R. James
                                           Title:   President

                           PURCHASER:

                           JAMES COMMUNICATIONS PARTNERS, a Michigan
                           general partnership

                           By: Jamesco, Inc., a Michigan corporation and a
                               general partner of James Communications Partners

                               By:
                                  ---------------------------------------
                                           Name:    William R. James
                                           Title:   President



                                      -12-


<PAGE>   13




                                     ANNEX A

                           FORM OF NOTICE OF EXERCISE


To:     James Cable Partners, L.P.
        710 North Woodward Avenue
        Suite 180
        Bloomfield Hills, Michigan 48304

         (1) The undersigned hereby (A) exercises the Option granted the
undersigned pursuant to the attached Option Agreement/Option Certificate
pursuant to the terms thereof, (B) will pay the Exercise Price on the Payment
Date, unless the Partnership Advisory Board determines that the undersigned is
to pay the Net Exercise Price, in which case the undersigned will pay the Net
Exercise Price on the Payment Date, and (C) will tender payment of the Exercise
Price or Net Exercise Price, as applicable, on the Payment Date. The Class A
Limited Partner Interest to be issued to the undersigned pursuant to this
exercise of the Option shall have a Percentage Interest equal to either 3.125%,
if the undersigned pays the Exercise Price, on the Payment Date, or 2.5%, if the
undersigned pays the Net Exercise Price on the Payment Date.

         (2) In exercising the Option, the undersigned hereby confirms and
acknowledges that the Class A Limited Partner Interest to be issued pursuant to
this exercise of the Option is being acquired solely for the account of the
undersigned and not as a nominee for any other party, and for investment, and
the undersigned will not offer, sell or otherwise dispose of such Interest
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any applicable state securities laws.

         (3) Please issue the Class A Limited Partnership Interest issuable to
the undersigned pursuant to this exercise of the Option in the name of the
undersigned or in such other name as is specified below:




                                           -------------------------------------
                                           (Name)

                                           -------------------------------------
                                           (Name)



                                      A-1

<PAGE>   14




                                     ANNEX B

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned owner of this Option (the
"Purchaser") does hereby (i) sell, assign and transfer unto the assignee named
below (the "Assignee") all of the rights of the Purchaser under the within
Option, and (ii) irrevocably constitute and appoints
                                                         as its Attorney to make
such transfer on the books of the Grantor, maintained for the purpose, with full
power of substitution in the premises.

         The Purchaser and the Assignee also represent that, by assignment
hereof, the Assignee acknowledges (i) that this Agreement, the Option, and the
Class A Limited Partner Interest to be issued upon exercise of the Option, is
being acquired for investment and that the Assignee will not offer, sell or
otherwise dispose of this Agreement, the Option or any such Interest to be
issued upon exercise of the Option, except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws, and (ii) that upon exercise of the Option, the Assignee shall,
if requested by the Grantor, confirm in writing, in a form satisfactory to the
Grantor, that the Class A Limited Partner Interest so purchased is being
acquired for investment and not with a view toward distribution or resale. The
Assignee hereby agrees to be bound by and to comply with all of the terms of the
Partnership Agreement with respect to the Class A Limited Partner Interest that
is issuable upon the exercise of the Option.


Dated:
      -------------------------------       ------------------------------------
                                            Signature of Purchaser


Dated:
      -------------------------------       ------------------------------------
                                            Signature of Assignee

                                      B-1