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                                                          EXHIBIT (3)(a)/(10)(a)


                           JAMES CABLE PARTNERS, L.P.


                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP


                          Dated as of December 29, 1999


                                  as amended by


                            FIRST AMENDMENT TO SECOND
                         AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP


                            Dated as of March 1, 2001
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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                      PAGE
<S>                                                                                                                   <C>
ARTICLE ONE.....................................................................................................        1
1.1      Defined Terms..........................................................................................        1
ARTICLE TWO.....................................................................................................        8
2.1      Formation..............................................................................................        8
2.2      Name...................................................................................................        8
2.3      Place of Business and Office; Registered Agent.........................................................        8
2.4      Purpose................................................................................................        9
2.5      Term...................................................................................................        9
2.6      Qualification in Other Jurisdictions...................................................................        9
2.7      Transfer of Capital Accounts...........................................................................        9
ARTICLE THREE...................................................................................................       10
3.1      General Partner........................................................................................       10
3.2      Limited Partners.......................................................................................       10
3.3      Partnership Capital....................................................................................       11
3.4      Liability of Partners..................................................................................       12
ARTICLE FOUR....................................................................................................       13
4.1      Allocation of Net Loss.................................................................................       13
4.2      Allocation of Net Income...............................................................................       13
4.3      Distributions..........................................................................................       14
4.4      Distributions in Kind..................................................................................       16
4.5      Distribution of Property...............................................................................       16
4.6      Break Fees.............................................................................................       16
4.7      Withholding............................................................................................       16
4.8      Allocations and Distributions Among Limited Partners...................................................       16
4.9      Minimum Gain Chargeback and Qualified Income Offset....................................................       17
4.10     Special Allocations....................................................................................       17
4.11     Special Allocations in Subsequent Fiscal Years.........................................................       17
ARTICLE FIVE....................................................................................................       18
5.1      Management.............................................................................................       18
5.2      Restrictions on the Authority of the General Partner...................................................       20
5.3      Duties and Obligations of the General Partner..........................................................       20
5.4      Other Business of the General Partner..................................................................       21
5.5      Management Compensation................................................................................       22
5.6      Expenses Reimbursement and Indemnification.............................................................       23
5.7      1994 General Partner Incentive Compensation Award......................................................       25
ARTICLE SIX.....................................................................................................       25
6.1      Selection of the Partnership Advisory Board............................................................       25
6.2      Functions of the Partnership Advisory Board............................................................       26
6.3      Fees and Expenses of Members of Partnership Advisory Board.............................................       29
ARTICLE SEVEN...................................................................................................       29
7.1      Assignment of the General Partner's Interest...........................................................       29
7.2      No Change in Control or Ineligibility of the General Partner...........................................       29
7.3      Removal of the General Partner.........................................................................       29
7.4      Incapacity or Withdrawal of the General Partner........................................................       30
7.5      Penalty................................................................................................       30
</TABLE>


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<TABLE>
<S>                                                                                                                   <C>
7.6      Liability of a Withdrawn or Removed General Partner....................................................       34
7.7      Restriction on Admission of Substitute General Partner.................................................       34
ARTICLE EIGHT...................................................................................................       34
8.1      Restrictions on Transfers of Interests.................................................................       34
8.2      Transferees............................................................................................       35
8.3      Substituted Limited Partner............................................................................       36
8.4      Incapacity of a Limited Partner........................................................................       37
8.5      Transfers During a Fiscal Year.........................................................................       37
8.6      Elections Under the Internal Revenue Code..............................................................       37
ARTICLE NINE....................................................................................................       37
9.1      Dissolution............................................................................................       37
9.2      Liquidation............................................................................................       38
9.3      Continuation of the Partnership........................................................................       39
ARTICLE TEN.....................................................................................................       41
10.1     Adoption of Amendments; Limitations Thereon............................................................       41
10.2     Amendment of Certificate...............................................................................       44
ARTICLE ELEVEN..................................................................................................       44
11.1     Method of Giving Consent...............................................................................       44
11.2     Meetings...............................................................................................       44
11.3     Record Dates...........................................................................................       45
11.4     Notices to Limited Partners: Designees; No Special Inducements.........................................       45
ARTICLE TWELVE..................................................................................................       45
12.1     Power of Attorney......................................................................................       45
ARTICLE THIRTEEN................................................................................................       47
13.1     Records and Accounting.................................................................................       47
13.2     Annual Reports.........................................................................................       47
13.3     Tax Information........................................................................................       48
13.4     Interim Reports........................................................................................       49
13.5     Partnership Funds......................................................................................       49
13.6     Elections..............................................................................................       49
13.7     Other Information......................................................................................       49
ARTICLE FOURTEEN................................................................................................       50
14.1     Representations Warranties and Covenants of the Limited Partners.......................................       50
14.2     Representations, Warranties and Certain Covenants of the General Partner...............................       50
ARTICLE FIFTEEN.................................................................................................       52
15.1     Notices................................................................................................       52
15.2     Governing Law: Separability of Provisions..............................................................       53
15.3     Entire Agreement.......................................................................................       53
15.4     Headings etc...........................................................................................       53
15.5     Binding Provisions.....................................................................................       53
15.6     No Waiver; Creditor's Rights...........................................................................       53
15.7     Reproduction of Documents..............................................................................       53
15.8     No Right to Partition..................................................................................       54
15.9     ERISA Undertakings.....................................................................................       54
15.10    Counterparts...........................................................................................       54
</TABLE>


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         THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of December 29, 1999, by and among JAMES COMMUNICATIONS PARTNERS, a
Michigan general partnership, as General Partner, and those parties which have
been and shall be admitted as Limited Partners.


                              W I T N E S S E T H:

         WHEREAS, James Cable Partners, L.P. (the "Partnership") was formed as a
limited partnership pursuant to an Agreement of Limited Partnership dated as of
January 12, 1988 (the "Original Agreement"); and

         WHEREAS, the Original Agreement was amended and restated pursuant to a
First Amended and Restated Agreement of Limited Partnership dated as of
September 21, 1992; and

         WHEREAS, the Original Agreement, as so amended and restated, was
further amended pursuant to certain amendments dated as of December 15, 1993,
December 31, 1994, June 30, 1995, and June 30, 1995, respectively; and

         WHEREAS, the Original Agreement, as so amended and restated and as so
further amended, was again amended and restated pursuant to an Amended and
Restated Agreement of Limited Partnership dated as of June 30, 1995 which was
further amended by certain amendments dated as of December 29, 1999; and

         WHEREAS, the parties to this instrument, who are all of the Partners of
the Partnership, desire to once again amend and restate the Original Agreement,
as amended and restated to date, in its entirety.

         NOW THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), and in consideration of the
mutual covenants and agreements herein made, and intending to be legally bound,
the Partners hereby amend and restate the Original Agreement, as amended and
restated to date, in its entirety, so as to read and provide as follows:


                                   ARTICLE ONE

                                  Defined Terms

         1.1 Defined Terms. The defined terms used in this Agreement shall,
unless the context otherwise requires, have the meanings specified in this
Article One.

                  1.1.1 INTENTIONALLY OMITTED.

                  1.1.2 "Affiliate" means, when used with reference to a
         specified Person, (i) any Control Group Affiliate of the specified
         Person, (ii) any Person which is an officer, partner or trustee of, or
         serves in a similar capacity with respect to, the specified Person or
         of which the specified Person serves in a similar capacity, (iii) any
         Person which,
<PAGE>   5
         directly or indirectly, is the record or beneficial owner of 10% or
         more of any class of voting securities of, or otherwise has a
         substantial record or beneficial interest in, the specified Person or
         of which the specified Person is directly or indirectly the record or
         beneficial owner of 10% or more of any class of voting securities or in
         which the specified Person has a substantial beneficial interest, and
         (iv) any relative or spouse of the specified Person.

                  1.1.3 "Agreement" means the Original Agreement as amended
         and/or restated prior to the date of this instrument and as amended and
         restated by this instrument, and as the same may be subsequently
         amended, modified, supplemented and/or restated from time to time.

                  1.1.4 "Bankruptcy" means the commencement of a voluntary case
         under the Bankruptcy Code of 1978, as amended, or commencement of an
         involuntary case under the Bankruptcy Code of 1978, as amended, if such
         case is not dismissed within 60 days of its commencement.

                  1.1.5 "Cable Systems" (or, in the singular, "Cable System")
         means cable television systems (including, without limitation, all
         services now or hereafter provided, or capable of being provided, by
         cable television systems (e.g., telecommunication services, telephony,
         data processing, Internet access, inter-and intra-network data
         services, and the transmission and re-transmission of audio, video,
         analog and digital information)).

                  1.1.6 "Capital Account" means, with respect to any Partner,
         the Capital Account for such Partner as of the Effective Date, (i)
         increased by the amount of Capital Contributions of such Partner and by
         the amount of all Net Income and items of income and gain allocated to
         such Partner pursuant to Article Four hereof from and after the
         Effective Date, (ii) decreased by the sum of (x) all amounts of cash
         and the Fair Market Value of any assets (reduced by the Book Value of
         any Partnership liability to which such asset is subject or that is
         assumed by such distributee) distributed to such Partner (other than
         the management fee) from and after the Effective Date and (y) the
         amount of all Net Losses or items of loss, deduction, depreciation and
         amortization allocated to such Partner pursuant to Article Four hereof
         from and after the Effective Date, and (iii) increased or decreased, as
         appropriate, to reflect all adjustments pursuant to this Agreement.

                  1.1.7 "Capital Contributions" means, with respect to the
         General Partner or any Limited Partner, an amount equal to the amount
         of money and the fair market value of any asset (reduced by the amount
         of any liability to which such asset is subject or which is assumed by
         the Partnership) that is actually contributed by such Partner pursuant
         to the Agreement and/or the Option, plus any such amount that is deemed
         contributed by such Partner pursuant to paragraph 5.7 of this
         Agreement.

                  1.1.8 "Capital Transaction" means, as of any date, (i) any
         disposition of an Ownership Interest, or liquidating dividends or other
         similar transactions or distributions with respect to an Ownership
         Interest, (ii) any sale, lease, exchange, transfer or other




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<PAGE>   6
         disposition (other than to the Partnership or any of its subsidiaries)
         in any single transaction or series of related transactions, of all or
         substantially all of the consolidated assets of the Partnership, and
         (iii) any consolidation, merger or business combination transaction
         involving the Partnership or any subsidiary of the Partnership.

                  1.1.9 "Cash Available for Distribution" means, as of any date,
         all cash, bank deposits, publicly saleable commercial paper and other
         cash equivalents, and publicly traded securities that are unrestricted
         in the hands of the Partnership and the Limited Partners, in each case
         held by the Partnership at such date from whatever source derived,
         other than proceeds of a Capital Transaction, net of the management fee
         payable pursuant to paragraph 5.5 hereof and all current expenses
         (including debt service payments) required to be paid or borne by the
         Partnership pursuant to paragraph 5.6.1 and working capital reserves
         pursuant to paragraph 5.1.1(f).

                  1.1.10 "Consent" means the approval of a Person, given as
         provided in paragraph 11.1, to do the act or thing for which the
         approval is solicited, or the act of granting such approval, as the
         context may require. Reference to the Consent of a specified percentage
         in Percentage Interests of the Limited Partners, or any class of
         Limited Partners, shall mean the Consent of the Limited Partners, or of
         the Limited Partners of such class of Limited Partners, whose then
         aggregate Percentage Interests represent not less than the specified
         percentage of the then aggregate Percentage Interests of all the
         Limited Partners, or of all Limited Partners of such class of Limited
         Partners, at the time of such Consent; provided, however, that in
         determining the giving or withholding of any Consent of the Limited
         Partners, or of the Limited Partners of any class of Limited Partners
         (other than the Class B Limited Partners), any Percentage Interests of
         the General Partner or any Affiliate of the General Partner as a
         Limited Partner shall not be counted (and, accordingly, shall also be
         excluded in calculating the aggregate Percentage Interests for the
         foregoing purpose).

                  1.1.11 INTENTIONALLY OMITTED.

                  1.1.12 "Control" shall have the meaning ascribed to it in
         paragraph 7.2.

                  1.1.13 "Control Group Affiliate" means, when used with
         reference to a specified Person, any Person that directly or indirectly
         through one or more intermediaries controls or is controlled by or is
         under common control with the specified Person.

                  1.1.14 "Disability" means, when used with reference to a
         specified person, such Person's substantial inability, by virtue of
         illness, or physical or mental incapacity or disability, to perform
         such Person's duties or responsibilities for a continuous period of at
         least 90 days within any period of 120 consecutive days. Disability
         shall be deemed to occur on the 91st day within such period of 120
         consecutive days.

                  1.1.15 "FCC" means the United States Federal Communications
         Commission.

                  1.1.16 "Fair Market Value" means, with respect to any item,
         matter or thing (including, when the reference so requires, the
         Partnership or the Ownership Interests),




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<PAGE>   7
         the fair market value of such item, matter or thing as determined as
         provided in paragraph 6.2 or paragraph 7.5.2 hereof, as applicable.

                  1.1.17 "Fiscal Year" means the period from and including
         January 1 of a calendar year to and including the earlier of (i)
         December 31 of such calendar year and (ii) the date on which the
         winding up of the Partnership is completed.

                  1.1.18 "General Partner" means James Communications Partners,
         a Michigan general partnership, and/or any other Person which becomes a
         successor or additional general partner of the Partnership as provided
         in this Agreement, in such Person's capacity as a general partner of
         the Partnership.

                  1.1.19 "Gross Revenues" shall have the meaning ascribed to it
         in paragraph 5.5.1 hereof.

                  1.1.20 "Incapacity" means, as to any Person, such Person's
         Bankruptcy, Insolvency, death, dissolution, termination (other than by
         merger or consolidation) or Disability; provided, however, that the
         Incapacity of the General Partner shall not include any change in the
         identity or composition of the partners, directors, shareholders or
         members of the General Partner, or any Person that is a partner,
         director, shareholder or member of a partner, shareholder, director or
         member of the General Partner, that results from the addition,
         withdrawal or Incapacity of any partner, director, shareholder or
         member of either the General Partner or any such Person.

                  1.1.21 "Insolvency" shall have the meaning ascribed to it
         under the Bankruptcy Code of 1978, as amended.

                  1.1.22 "Interest" means the entire interest of a Partner in
         the Partnership at any particular time, including the right of such
         Partner to any and all benefits to which a Partner may be entitled as
         provided in this Agreement, together with the obligations of such
         Partner to comply with all the terms and provisions of this Agreement.

                  1.1.23 INTENTIONALLY OMITTED.

                  1.1.24 "Internal Revenue Code" means the Internal Revenue Code
         of 1986, as it may be amended, or any succeeding law.

                  1.1.25 "Limited Partner" means, as of the date hereof, the
         persons and entities identified and named as such on the attached
         Schedule A or the attached Schedule B, as applicable, and thereafter,
         any Person who is either a Class A Limited Partner or a Class B Limited
         Partner at the time of reference thereto, in such Person's capacity as
         such a limited partner of the Partnership and so indicated on the books
         of the Partnership.

                  1.1.26 "Liquidating Trustee" shall have the meaning ascribed
         to it in paragraph 9.2.1 hereof.

                  1.1.27 "Net Income" and "Net Loss" means an amount equal to
         the Partnership's taxable income or loss for each Fiscal Year,
         determined in accordance with


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<PAGE>   8
         Section 703(a) of the Internal Revenue Code (for this purpose, all
         items of income, gain, loss or deduction required to be stated
         separately pursuant to Section 703(a)(1) of the Internal Revenue Code
         shall be included in taxable income or loss), with the following
         adjustments:

                           (i) Any income of the Partnership that is exempt from
                  federal income tax and not otherwise taken into account in
                  computing Net Income or Net Loss shall be added to such Net
                  Income or Net Loss;

                           (ii) Any expenditures of the Partnership described in
                  Section 705(a)(2)(B) of the Internal Revenue Code or treated
                  as such expenditures pursuant to Treasury Regulation Section
                  1.704-1(b)(2)(iv)(i), shall be taken into account in computing
                  Net Income or Net Loss (to the extent not otherwise taken into
                  account);

                           (iii) Upon the distribution of property by the
                  Partnership to a Partner, gain or loss attributable to the
                  difference between the fair market value of the property and
                  its Book Value shall be treated as recognized;

                           (iv) Any expenses borne by the General Partner
                  pursuant to paragraph 5.6.1(b) shall not be taken into account
                  in computing Net Income or Net Loss; and

                           (v) Depreciation or amortization shall be computed
                  with respect to the Book Value of the Partnership's property.

                  1.1.28 INTENTIONALLY OMITTED.

                  1.1.29 INTENTIONALLY OMITTED.

                  1.1.30 "Ownership Interests" means assets comprising Cable
         Systems, if held directly by the Partnership, or indirect ownership
         interests in partnerships or other entities which are accorded
         flow-through tax consequences under the Internal Revenue Code and which
         entities hold assets comprising Cable Systems directly.

                  1.1.31 "Partners" means the General Partner and the Limited
         Partners unless otherwise indicated.

                  1.1.32 "Partnership" means the limited partnership governed
         hereby, as such limited partnership may from time to time be
         constituted.

                  1.1.33 "Partnership Act" means the Delaware Revised Uniform
         Limited Partnership Act, set forth as Chapter 17 of Title 6 of the
         Delaware Code, as amended from time to time.

                  1.1.34 "Partnership Advisory Board" means that committee of
         the Partnership selected, and performing the functions, as provided in
         this Agreement.

                  1.1.35 INTENTIONALLY OMITTED.



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                  1.1.36 "Percentage Interest" means (i) with respect to the
         General Partner, the percentage set forth opposite such Partner's name
         on the attached Schedule A, (ii) with respect to any Class A Limited
         Partner the percentage set forth opposite such Partner's name on the
         attached Schedule A, as adjusted pursuant to the terms of this
         Agreement and/or the Option, and (iii) with respect to any Class B
         Limited Partner, the percentage set forth opposite such Partner's name
         on the attached Schedule B.

                  1.1.37 "Person" means any individual, partnership,
         corporation, unincorporated organization or association, trust
         (including the trustees thereof, in their capacity as such) or other
         entity.

                  1.1.38 INTENTIONALLY OMITTED.

                  1.1.39 INTENTIONALLY OMITTED.

                  1.1.39A INTENTIONALLY OMITTED.

                  1.1.39B INTENTIONALLY OMITTED.

                  1.1.40 "Substituted Limited Partner" means any Person admitted
         to the Partnership as a Limited Partner pursuant to the provisions of
         paragraph 8.3.

                  1.1.41 INTENTIONALLY OMITTED.

                  1.1.42 "Applicable Percentage" means the portion of the
         Percentage Interest set forth opposite the name of each Class B Limited
         Partner determined in accordance with the provisions of the attached
         Schedule C.

                  1.1.43 "Book Value" means the amount of the adjusted tax basis
         of a Partnership asset or liability; provided, however, (i) that the
         Book Value of any property contributed to the Partnership by a Partner
         shall be initially equal to the fair market value of such property; and
         (ii) that the Book Value of the Partnership's properties and
         liabilities shall be adjusted to the fair market value of such property
         or liability on the date of any revaluation of partnership property
         upon the occurrence of a revaluation event specified in Treasury
         Regulation Section 1.704-1(b)(2)(iv)(f).

                  1.1.44 "Class A Limited Partner" means, as of the date hereof,
         the persons and entities identified and named as such on the attached
         Schedule A, and thereafter, any Person who is a Class A Limited Partner
         at the time of reference thereto, in such Person's capacity as a Class
         A Limited Partner of the Partnership and so indicated on the books of
         the Partnership.

                  1.1.45 "Class B Limited Partner" means, as of the date hereof,
         the persons and entities identified and named as such on the attached
         Schedule B, and thereafter, any Person who is a Class B Limited Partner
         at the time of reference thereto, in such Person's capacity as a Class
         B Limited Partner of the Partnership and so indicated on the books of
         the Partnership.



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                  1.1.46 "Determination Date" means 5:00 p.m. (Detroit, Michigan
         time) on September 30, 2000; provided, however, that if the Partnership
         and a third Person shall have executed and delivered a written
         instrument evidencing a serious, bona fide proposal for either (i) a
         sale, lease, exchange, transfer or other disposition (other than to the
         Partnership or any of its subsidiaries) in any single transaction or
         series of related transactions, of all or substantially all of the
         consolidated assets of the Partnership or (ii) a consolidation, merger
         or business combination transaction involving the Partnership or any
         subsidiary of the Partnership (for purposes of this paragraph 1.1.45,
         any transaction described in clause (i) or (ii) above is a "business
         combination transaction") then the Determination Date shall be 5:00
         p.m. (Detroit, Michigan time) on that date that is one day after the
         later of (x) the date on which such business combination transaction is
         completed and (y) the date on which an instrument evidencing the
         cancellation of the certificate of limited partnership of the
         Partnership is filed pursuant to paragraph 9.2.3 hereof; provided,
         further, however, that if such business combination transaction is not
         completed by 5:00 p.m. (Detroit, Michigan time) on that date that is 13
         months after the date of such written instrument, the Determination
         Date shall be 5:00 p.m. (Detroit, Michigan time) on September 30, 2000.

                  1.1.47 "Effective Date" means the date first above written.

                  1.1.48 "First Hurdle Amount" means (i) with respect to any
         distribution or allocation made pursuant to paragraph 4.2 or 4.3.3
         hereof after the Effective Date and on or before the Determination
         Date, an amount equal to $1,500,000, and (ii) with respect to any
         distribution or allocation made pursuant to paragraph 4.2 or 4.3.3
         hereof after the Determination Date, an amount equal to the First
         Hurdle Variable Amount.

                  1.1.49 "First Hurdle Variable Amount" means an amount equal to
         the product of (x) the Applicable Percentage and (y) the difference
         between Net Income or the net proceeds of the Capital Transaction, as
         applicable, and $62,200,000.

                  1.1.50 "Fixed Amount" means an amount equal to $1,500,000.

                  1.1.51 "Fourth Hurdle Amount" means (i) with respect to any
         distribution or allocation made pursuant to paragraph 4.2 or 4.3.3
         hereof after the Effective Date and on or before the Determination
         Date, an amount equal to $0, and (ii) with respect to any distribution
         or allocation made pursuant to paragraph 4.2 or 4.3.3 hereof after the
         Determination Date, an amount equal to the Fourth Hurdle Variable
         Amount.

                  1.1.52 "Fourth Hurdle Variable Amount" means an amount equal
         to the product of (x) the Applicable Percentage and (y) the difference
         between Net Income or the net proceeds of the Capital Transaction, as
         applicable, and an amount equal to $62,200,000 plus a compounded return
         of 14% per annum on $62,200,000 since the Effective Date.

                  1.1.53 "Issuance Items" shall have the meaning ascribed to it
         in paragraph 4.10 hereof.

                  1.1.54 INTENTIONALLY OMITTED.


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                  1.1.55 "Option" means the option granted to James
         Communications Partners by the Partnership pursuant to the Option
         Agreement of even date herewith between James Communication Partners
         and the Partnership.

                  1.1.56 INTENTIONALLY OMITTED.

                  1.1.57 "Second Hurdle Amount" means (i) with respect to any
         distribution or allocation made pursuant to paragraph 4.2 or 4.3.3
         hereof after the Effective Date and on or before the Determination
         Date, an amount equal to $0, and (ii) with respect to any distribution
         or allocation made after the Determination Date, an amount equal to the
         Second Hurdle Variable Amount.

                  1.1.58 "Second Hurdle Variable Amount" means an amount equal
         to the product of (x) the Applicable Percentage and (y) the difference
         between Net Income or the net proceeds of the Capital Transaction, as
         applicable, and an amount equal to $62,200,000 plus a compounded return
         of 10% per annum on $62,200,000 since the Effective Date.

                  1.1.59 "Third Hurdle Amount" means (i) with respect to any
         distribution or allocation made pursuant to paragraph 4.2 or 4.3.3.
         hereof after the Effective Date and on or before the Determination
         Date, an amount equal to $0, and (ii) with respect to any distribution
         or allocation made pursuant to paragraph 4.2 or 4.3.3 hereof after the
         Determination Date, an amount equal to the Third Hurdle Variable
         Amount.

                  1.1.60 "Third Hurdle Variable Amount" means an amount equal to
         the product of (x) the Applicable Percentage and (y) the difference
         between Net Income or the net proceeds of the Capital Transaction, as
         applicable, and an amount equal to $62,200,000 plus a compounded return
         of 12% per annum on $62,200,000 since the Effective Date.


                                   ARTICLE TWO

                                  Organization

         2.1 Formation. The parties hereby agree to amend and restate all of the
terms of the Partnership pursuant to the provisions of the Partnership Act as
provided in this Agreement. The rights and liabilities of the Partners shall be
as provided in said Partnership Act, except as herein otherwise expressly
provided.

         2.2 Name. The name of the Partnership shall be James Cable Partners,
L.P. However, the business of the Partnership may be conducted, upon compliance
with all applicable laws, under any other name or names (other than the name of
a Limited Partner) designated in writing by the General Partner to the Limited
Partners, provided such name contains such words as may be required by
applicable state law.

         2.3 Place of Business and Office; Registered Agent. The Partnership
shall maintain a registered office at The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The Partnership shall maintain its


                                      -8-
<PAGE>   12
principal office at 710 North Woodward Avenue, Suite 180, Bloomfield Hills,
Michigan 48304. The General Partner may at any time change the location of the
Partnership's offices and may establish additional offices. Notice of any such
change shall be given to the Limited Partners on or before the date of any such
change. The name and address of the Partnership's registered agent is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

         2.4 Purpose. The principal investment objective of the Partnership is
to realize capital appreciation through the ownership, control and operation of
assets comprising Cable Systems. Such ownership, control and operation may be
direct, through the direct acquisition and holding of such assets, or indirect
through the acquisition and holding of ownership interests in partnerships or
other entities which are accorded flow-through tax treatment under the Internal
Revenue Code and which entities hold such assets directly. In furtherance of the
foregoing objective, the Partnership may acquire, own, operate, expand, finance,
and ultimately sell and dispose of such operating Cable Systems and to do such
other activities as are incidental or necessary in connection with the
foregoing. The Partnership will not build new franchises (except in limited
circumstances where the new franchise is reasonably approximate to an
already-owned Cable System).

         2.5 Term. The Partnership was organized pursuant to the Original
Agreement on January 12, 1988. The General Partner and the Limited Partners
hereby agree to continue the Partnership as a limited partnership pursuant to
the Agreement. The Partnership shall continue in full force and effect until
December 31, 2005, or until dissolution prior thereto pursuant to the provisions
hereof.

         2.6 Qualification in Other Jurisdictions. The General Partner shall
cause the Partnership to be qualified or registered under assumed or fictitious
name or names or foreign limited partnership statutes or similar laws in any
jurisdiction in which the Partnership owns property or transacts business if
such qualification or registration is necessary in order to protect the limited
liability of the Limited Partners or to permit the Partnership lawfully to own
property or transact business, and shall cause the Partnership not to transact
business in any such jurisdiction until it is so qualified or registered. The
General Partner shall execute, file and publish all such certificates, notices,
statements or other instruments necessary to permit the Partnership to conduct
business as a limited partnership in all jurisdictions where the Partnership
elects to do business and to maintain the limited liability of the Limited
Partners.

         2.7 Transfer of Capital Accounts. Upon the completion of the
transactions contemplated by the Limited Partnership Interest Purchase Agreement
dated as of December 29, 1999 by and among SCP James Acquisition LLC, a Delaware
limited liability company, the Partnership, and the Sellers listed on Schedule 1
thereto, SCP James Acquisition LLC shall succeed to the Capital Accounts of the
Sellers.


                                      -9-
<PAGE>   13
                                  ARTICLE THREE

                              Partners and Capital

         3.1 General Partner.

                  3.1.1 The General Partner shall be as defined in paragraph
         1.1.18 hereof.

                  3.1.2 The General Partner shall not be required to lend any
         funds to the Partnership or to make any capital contribution or
         infusion to the Partnership; provided, however, that if the General
         Partner lends funds to the Partnership, the terms of such lending must
         be as favorable to the Partnership as the terms that could have been
         obtained at the time of such lending from a Person that was not the
         General Partner or an Affiliate of the General Partner.

         3.2 Limited Partners.

                  3.2.1 As of the date hereof, the Limited Partners of the
         Partnership are as set forth in Schedule A and Schedule B attached
         hereto. After the date hereof, the Limited Partners of the Partnership
         shall be as set forth in Schedule A and Schedule B hereto, as the same
         may be amended from time to time.

                  3.2.2 Notwithstanding any provision herein to the contrary, no
         Limited Partner shall be required to lend any funds to the Partnership
         or to make any capital contribution or infusion to the Partnership.

                  3.2.3 The Limited Partners and any such Limited Partners'
         directors, officers or any partners thereof, except the General Partner
         as a Limited Partner, (i) shall not, except as permitted under
         paragraph 13.1.1 hereof, engage in communication with the General
         Partner or any licensee of Cable Systems owned by the Partnership on
         matters pertaining to the day to day management of Cable Systems owned
         by the Partnership or participate in, or take part in the management or
         operation of, or perform any services for the Partnership business;
         (ii) shall not act as employee, agent or independent contractor of the
         Partnership in matters relating to the Cable Systems owned by the
         Partnership; provided, however, that a Limited Partner may act as a
         surety or lender to the Partnership, conduct routine insurance or
         banking transactions with the Partnership, and maintain cash collateral
         accounts on behalf of the Partnership; and (iii) shall have no right or
         authority to act for or bind the Partnership; provided, however, that
         this clause shall not limit the right of the Limited Partners under
         paragraph 3.2.6 hereof, acting with the requisite Consent of the
         Limited Partners, or any class of limited partners, as applicable, to
         effect, without the Consent of the General Partner, either a sale,
         lease, exchange, transfer or other disposition in any single
         transaction or series of related transactions, of all or substantially
         all of the consolidated assets of the Partnership or a consolidation,
         merger or business combination transaction involving the Partnership.

                  3.2.4 Each Limited Partner shall use its best efforts not to
         cause the Partnership to violate the provisions of 47 U.S.C. 533 (1987)
         and 47 C.F.R. Sections 63.54-63.58 of the FCC regulations or any
         successor provisions thereof, provided, however, that nothing in




                                      -10-
<PAGE>   14
         this paragraph 3.2.4 shall be construed as prohibiting any Limited
         Partner from investing in any entity not subject to such provisions,
         including, without limitation, companies that provide common carrier
         services which are exclusively interexchange.

                  3.2.5 Unless named in this Agreement, or unless admitted to
         the Partnership as a General Partner or a Limited Partner, as provided
         in this Agreement, no Person shall be considered a Partner. The
         Partnership and the General Partner need deal only with Persons so
         named or admitted as Partners. They shall not be required to deal with
         any other Person merely because of an assignment or transfer of an
         Interest in the Partnership to such Person or by reason of the
         Incapacity of a Partner; provided, however, that any distribution by
         the Partnership to the Person shown on the Partnership records as a
         Partner or to its legal representatives, or to the assignee of the
         right to receive Partnership distributions as provided herein, shall
         acquit the Partnership and the General Partner of all liability to any
         other Person who may be interested in such distribution by reason of
         any other assignment by the Partner or by reason of his Incapacity, or
         for any other reason.

                  3.2.6 The Class A Limited Partners shall have the right,
         acting with the Consent of at least 51% in Percentage Interests of the
         Class A Limited Partners, to effect, without the Consent of the General
         Partner, either (i) a sale, lease, exchange, transfer or other
         disposition in any single transaction or series of related
         transactions, of all or substantially all of the consolidated assets of
         the Partnership or (ii) a consolidation, merger or business combination
         transaction involving the Partnership; provided, however, that no such
         transaction described in clause (i) or clause (ii) hereof shall be
         effected unless the General Partner shall have been given at least 30
         days' prior written notice of such transaction.

         3.3 Partnership Capital.

                  3.3.1 If the General Partner shall determine in good faith
         that it would be in the interests of the Partnership to obtain
         additional infusions of capital from the Partners, the General Partner
         shall deliver to each Partner a written request for capital infusions
         describing the circumstances that have given rise to such request and
         the terms and conditions of the proposed additional capital infusions,
         and offering to all Partners the opportunity to make a commitment to
         make or to make additional capital infusions on a pro rata basis
         (determined based on their Percentage Interests at the time of such
         request) by a date no earlier than 30 days after the date of such
         request. In the event any Partner shall fail to respond by the date
         stated in such request or shall decline to make such requested
         commitment or capital infusion, the General Partner shall promptly
         provide an additional written request to the non-declining Partners of
         the amount of the resulting shortfall and shall offer to all
         non-declining Partners the opportunity to increase the amounts of their
         commitments or capital infusions on a pro rata basis and, in the event
         any non-declining Partner shall fail to respond by the date stated in
         such request or shall decline such additional request, the General
         Partner shall continue to provide such further additional written
         requests to the remaining non-declining Partners until a sufficient
         number of Partners shall have agreed to make commitments or capital
         infusions that the General Partner determines that such commitments or
         capital infusions should satisfy the


                                      -11-
<PAGE>   15
         interests of the Partnership. Notwithstanding the foregoing, no
         non-recourse creditor of the Partnership will be permitted to make or
         increase its capital infusions to the extent that such capital infusion
         would cause such creditor's direct, indirect or attributed interest for
         purposes of Section 752 of the Internal Revenue Code and the Treasury
         Regulations thereunder, in any item of partnership income or loss to
         equal or exceed 10%.

                  3.3.2 No Partner shall have any right to demand the return,
         reduction or change of its Capital Account, except upon dissolution of
         the Partnership pursuant to Article Nine hereof and then only to the
         extent permitted by Article Nine hereof.

                  3.3.3 Without the Consent of all Partners, no Partner shall
         have the right to demand and receive property other than cash.

                  3.3.4 INTENTIONALLY OMITTED.

         3.4 Liability of Partners.

                  3.4.1 Except as provided in Sections 17-303 and 17-607 of the
         Partnership Act, a Limited Partner shall not be required to lend any
         funds to the Partnership or to make any further capital contributions
         or infusions to the Partnership or to repay to the Partnership, any
         Partner or any creditor of the Partnership, all or any fraction of any
         negative amount of such Limited Partner's Capital Account or any amount
         returned to the Partners as a partial return of their capital
         contributions or infusions. Except as provided in Sections 17-303 and
         17-607 of the Partnership Act, no Limited Partner shall have any
         personal liability whatsoever in its capacity as a Limited Partner,
         whether to the Partnership, to any of the Partners or to the creditors
         of the Partnership, for the debts, liabilities, contracts or any other
         obligations of the Partnership or for any losses of the Partnership.

                  3.4.2 Except as provided in Sections 17-303 and 17-607 of the
         Partnership Act, no distribution to any Limited Partner of Cash
         Available for Distribution pursuant to paragraph 4.3 shall be deemed a
         return or withdrawal of capital, and no Limited Partner shall be
         obligated to pay any such amount to or for the account of the
         Partnership or any creditor of the Partnership.

                  3.4.3 Except as provided in paragraph 5.6.2, neither the
         General Partner nor any of its Affiliates shall have any personal
         liability to any Limited Partner.

                  3.4.4 No Limited Partner shall be liable for any deficit in
         its Capital Account, whether upon liquidation or otherwise. If,
         however, the General Partner has a deficit balance in its Capital
         Account following the liquidation of its interest in the Partnership
         (as defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), after
         taking into account all Capital Account adjustments for the Fiscal Year
         during which such liquidation occurs, the General Partner is
         unconditionally obligated to restore the amount of such deficit balance
         to the Partnership by the end of such Fiscal Year or, if later, within
         90 days after the date of such liquidation in accordance with Treasury
         Regulation Section 1.704-1(b)(2)(ii)(b)(2). Any amount so repaid shall,
         upon liquidation of the Partnership, be paid


                                      -12-
<PAGE>   16
         to creditors of the Partnership or distributed to other Partners in
         accordance with their positive Capital Account balances as provided in
         paragraph 9.2 hereof.


                                  ARTICLE FOUR

                           Allocation of Net Loss and
                           Net Income; Distributions

         4.1 Allocation of Net Loss.

                  4.1.1 For purposes of and prior to making allocations of Net
         Loss, Capital Accounts shall be determined as of the end of the Fiscal
         Year, after taking into account all adjustments and allocations
         pursuant to paragraphs 3.3, 4.1.3 and 4.9 hereof and all distributions
         during the Fiscal Year.

                  4.1.2 Subject to the next sentence and to paragraphs 4.1.3,
         4.9 and 4.10 hereof, Net Loss shall be allocated only to the General
         Partner and the Class A Limited Partners and shall be allocated among
         such Partners pro rata in accordance with their respective Percentage
         Interests. Net Loss shall be allocated so as to comply with the
         "alternate test for economic effect" in Treasury Regulation Section
         1.704-1(d) and in accordance with the requirements of the Internal
         Revenue Code regarding "qualified income offsets."

                  4.1.3 (a) Depreciation and amortization deductions with
         respect to Partnership assets that secure indebtedness of the
         Partnership, where any Partner (or an affiliate of such Partner) (the
         "Lending Partner") is the lender or guarantor of the indebtedness
         ("Partner Indebtedness") shall be specially allocated to the Lending
         Partner to the extent required by Treasury Regulation Sections
         1.704-2(i).

                  (b) If a Lending Partner is specially allocated depreciation
         or amortization deductions corresponding to Partner Indebtedness
         pursuant to paragraph 4.1.3(a), items of income and gain shall be
         specially allocated to the Lending Partner in an amount equal to the
         decrease in the excess, if any, of the principal amount of such Partner
         Indebtedness over the aggregate adjusted tax basis of the Partnership
         assets securing such Partner Indebtedness, in the Fiscal Year (and, if
         necessary, subsequent Fiscal Years) in which such excess decreases or
         in which the assets are disposed of; provided, however, that the
         aggregate income and gain allocated to a Partner pursuant to this
         paragraph 4.1.3(b) shall not exceed the aggregate of the depreciation
         and amortization deductions allocated to the Partner pursuant to
         paragraph 4.1.3(a).

         4.2 Allocation of Net Income.

                  4.2.1 For purposes of and prior to making allocations of Net
         Income, Capital Accounts shall be determined as of the end of the
         Fiscal Year, after taking into account adjustments and allocations
         pursuant to paragraphs 3.3, 4.1.3 and 4.9 hereof, and all distributions
         during the Fiscal Year.


                                      -13-
<PAGE>   17
                  4.2.2 Subject to paragraphs 4.1.3, 4.9 and 4.10 hereof, Net
         Income from and after the date first above written shall be allocated
         among the Partners in the following order of priority:

                  (a) First, until no Partner shall have a negative Capital
         Account balance, to all Partners with negative Capital Account
         balances, ratably based on their Capital Account balances.

                  (b) Second, to the General Partner and the Class A Limited
         Partners, in accordance with their respective Percentage Interests,
         until there shall have been allocated to the General Partner and the
         Class A Limited Partners an aggregate of $62,200,000.

                  (c) Third, to the Class B Limited Partners, in accordance with
         their respective Percentage Interests, until there shall have been
         allocated to the Class B Limited Partners an aggregate amount equal to
         the First Hurdle Amount.

                  (d) Fourth, provided that the portion of Net Income comprised
         of the net proceeds of Capital Transactions is equal to or greater than
         an amount equal to $62,200,000 plus a compounded return of 10% per
         annum on $62,200,000 since the date first above written, to the Class B
         Limited Partners, in accordance with their respective Percentage
         Interests, until there shall have been allocated to the Class B Limited
         Partners an aggregate amount equal to the Second Hurdle Amount.

                  (e) Fifth, provided that the portion of Net Income comprised
         of the net proceeds of Capital Transactions is equal to or greater than
         an amount equal to $62,200,000 plus a compounded return of 12% per
         annum on $62,200,000 since the date first above written, to the Class B
         Limited Partners, in accordance with their respective Percentage
         Interests, until there shall have been allocated to the Class B Limited
         Partners an aggregate amount equal to the Third Hurdle Amount.

                  (f) Sixth, provided that the portion of Net Income comprised
         of the net proceeds of Capital Transactions is equal to or greater than
         an amount equal to $62,200,000 plus a compounded return of 14% per
         annum on $62,200,000 since the date first above written, to the Class B
         Limited Partners, in accordance with their respective Percentage
         Interests, until there shall have been allocated to the Class B Limited
         Partners an aggregate amount equal to the Fourth Hurdle Amount.

                  (g) Seventh, to the General Partner and the Class A Limited
         Partners, in accordance with their respective Percentage Interests,
         until all of the remaining Net Income shall have been allocated.

         4.3 Distributions.

                  4.3.1 Except as provided in paragraph 9.2.2 hereof, all
         distributions of Cash Available for Distribution shall be made only to
         the General Partner and the Class A




                                      -14-
<PAGE>   18
         Limited Partners and shall be made to such Partners pro rata in
         accordance with their respective Percentage Interests.

                  4.3.2 Cash Available for Distribution for each Fiscal Year
         quarter shall be distributed to the Partners promptly within 45 days
         after the end of such Fiscal Year quarter. The net proceeds of any
         Capital Transaction (including any securities permitted by paragraph
         5.1.1(b) hereof to be received in the Capital Transaction), after any
         payments of principal, interest and other charges on indebtedness,
         shall be distributed to the Partners promptly after receipt of such
         proceeds.

                  4.3.3 Except as provided in paragraph 9.2.2 hereof, all
         distributions of the net proceeds of any Capital Transaction shall be
         made as follows:

                  (a) First, to the General Partner and the Class A Limited
         Partners, in accordance with their respective Percentage Interests,
         until there shall have been distributed to the General Partner and the
         Class A Limited Partners since the Effective Date an aggregate of
         $62,200,000.

                  (b) Second, to the Class B Limited Partners until there shall
         have been distributed to the Class B Limited Partners since the
         Effective Date an aggregate amount equal to the First Hurdle Amount.

                  (c) Third, provided that the net proceeds of all Capital
         Transactions for all Fiscal Years since the Effective Date are equal to
         or greater than an amount equal to $62,200,000 plus a compounded return
         of 10% per annum on $62,200,000 since the date first above written, to
         the Class B Limited Partners until there shall have been distributed to
         the Class B Limited Partners an aggregate amount equal to the Second
         Hurdle Amount.

                  (d) Fourth, provided that the net proceeds of all Capital
         Transactions for all Fiscal Years since the Effective Date are equal to
         or greater than an amount equal to $62,200,000 plus a compounded return
         of 12% per annum on $62,200,000 since the date first above written, to
         the Class B Limited Partners until there shall have been distributed to
         the Class B Limited Partners an aggregate amount equal to the Third
         Hurdle Amount.

                  (e) Fifth, provided that the net proceeds of all Capital
         Transactions for all Fiscal Years since the Effective Date are equal to
         or greater than an amount equal to $62,200,000 plus a compounded return
         of 14% per annum on $62,200,000 since the date first above written, to
         the Class B Limited Partners until there shall have been distributed to
         the Class B Limited Partners an aggregate amount equal to the Fourth
         Hurdle Amount.

                  (f) Sixth, to the General Partner and the Class A Limited
         Partners, in accordance with their respective Percentage Interests,
         until all of the remaining net proceeds of such Capital Transaction
         shall have been distributed.

                  4.3.4 Notwithstanding the provisions contained in paragraphs
         4.3.2, 4.3.3 and 4.4 hereof, as long as any indebtedness or other
         obligation remains outstanding under




                                      -15-
<PAGE>   19
         either the Credit Agreement dated as of August 15, 1997 among the
         Partnership, the lenders listed therein, NBD Bank, as Documentation
         Agent, and Canadian Imperial Bank of Commerce, as Administration Agent,
         as amended, or the Indenture dated as of August 15, 1997 among the
         Partnership and James Cable Finance Corp., as issuers, and United
         States Trust Company of New York, as trustee, distributions from Cash
         Available for Distribution, net proceeds from Capital Transactions, and
         distributions in kind, shall be made only if and to the extent
         allowable under the terms of such credit agreement, or such indenture,
         or any documents related thereto.

         4.4 Distributions in Kind. Distributions shall not be made in kind
unless the property to be distributed consists of publicly saleable commercial
paper and other cash equivalents or publicly traded securities that are
unrestricted in the hands of the Partnership and the Limited Partners. Such
property shall be distributed in accordance with paragraph 4.3 hereof as if such
property were sold for its Fair Market Value and an amount of cash equal to the
Fair Market Value thereof were distributed for such Fiscal Year. If any such
distribution is made at a time when the Fair Market Value of such property has
not been finally determined as provided in paragraph 6.2 hereof or the results
of the Partnership's Fiscal Year with respect to which such distribution is made
have not been definitively calculated, then the General Partner shall withhold
from such distribution such portion of such property as is necessary as a
reasonable reserve in respect of such distribution pending the final
determination of the allocation of such distribution. If a distribution is made
both in cash and in kind, such distribution shall be made so that, to the
fullest extent practicable, the percentage of the cash and other property
distributed to each Partner is identical.

         4.5 Distribution of Property. For purposes of this Agreement, if
property other than cash is distributed to any Partner under paragraph 4.4, such
Partner shall be treated as receiving an amount of cash equal to the Fair Market
Value of the property; and the excess, if any, of the Fair Market Value of the
property over its adjusted tax basis to the Partnership, or the excess, if any,
of the adjusted tax basis of the property to the Partnership over its Fair
Market Value, shall be included in computing Net Income or Net Loss, or Other
Income or Other Loss as appropriate, for all purposes of this Agreement.

         4.6 Break Fees. INTENTIONALLY OMITTED.

         4.7 Withholding. The Partnership shall withhold all amounts required to
be withheld by law. Any amounts withheld shall be treated as distributed to such
Partner for all purposes of this Agreement; provided, however, that if the
amount required to be withheld exceeds the amount otherwise currently
distributable to a Partner, such excess shall be treated as a loan by the
Partnership to such Partner, such loan to be repaid out of future distributions
to such Partners, with interest at the "Federal long-term rate" (as defined in
Section 1274 of the Internal Revenue Code).

         4.8 Allocations and Distributions Among Limited Partners. Allocations
or distributions to the Class A Limited Partners shall be allocated or
distributed among the Class A Limited Partners in proportion to their respective
Percentage Interests. Allocations or distributions to the Class B Limited
Partners shall be allocated or distributed among the Class B Limited Partners in
proportion to their respective Percentage Interests.



                                      -16-
<PAGE>   20
         4.9 Minimum Gain Chargeback and Qualified Income Offset.
Notwithstanding any other provision of this Article Four:

                  (a) if there is a net decrease in "partnership minimum gain"
         (within the meaning of Treasury Regulation Section
         1.704-1(b)(4)(iv)(c)) during a Fiscal Year, all Limited Partners with
         deficit balances in their Capital Accounts at the end of such Fiscal
         Year (excluding items described in Treasury Regulation Section
         1.704-1(b)(4)(iv)(e)) shall be allocated, before any other allocations
         of Partnership items for such Fiscal Year, items of income and gain for
         such Fiscal Year (and, if necessary, subsequent Fiscal Years), in the
         amount and in the proportions necessary to eliminate such deficits (as
         defined in and to the extent required by Treasury Regulation Section
         1.704-1(b)(4)(iv)(e) as quickly as possible; the foregoing is intended
         to be a "minimum gain chargeback" provision as described in Treasury
         Regulation Section 1.704-1(b)(4)(iv)(e), and shall be interpreted and
         applied in all respects in accordance with that section; and

                  (b) if during any taxable year of the Partnership any Limited
         Partner unexpectedly receives an adjustment, allocation or distribution
         described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5)
         or (6), there shall be allocated to such Limited Partner items of
         income and gain (consisting of a pro rata portion of each item of
         Partnership income, including gross income and gain for such year) in
         an amount and manner sufficient to eliminate such Limited Partner's
         deficit Capital Account balance (as defined in and to the extent
         required by Treasury Regulation Section 1.704-1(b)(4)(iv)(e)) as
         quickly as possible; the foregoing is intended to be a "qualified
         income offset" provision as described in Treasury Regulation Section
         1.704-1(b)(2)(ii)(d), and shall be interpreted and applied in all
         respects in accordance with that Section.

         4.10 Special Allocations. Notwithstanding the allocation provisions of
paragraphs 4.1 and 4.2 hereof: (i) in the event of any adjustment of any
Partner's Capital Account pursuant to paragraph 3.3 hereof and Reg. Section
1.704-1(b)(2)(iv) based upon a revaluation of any asset, subsequent allocations
of taxable income, gain, loss and deduction with respect to such asset shall
take account of any difference, on the date of adjustment, between the adjusted
basis of such asset for federal income tax purposes and its fair market value in
accordance with Section 704(c) of the Internal Revenue Code and the regulations
thereunder; and (ii) any loss, or deduction realized as a direct or indirect
result of the issuance of an interest in the Partnership by the Partnership to a
Partner (the "Issuance Items") shall be specially allocated among the Partners
so that, to the extent possible, the net amount of such Issuance Items, together
with all other allocations under this Agreement to each Partner, shall be equal
to the net amount that would have been allocated to each such Partner if the
Issuance Items had not been realized.

         4.11 Special Allocations in Subsequent Fiscal Years. Notwithstanding
the allocation provisions of Section 4.1 and 4.2 hereof, in the event of a sale
of all or substantially all of the assets of the Partnership or other similar
liquidating transaction, Partnership income, gain, loss and deduction shall be
allocated so as to cause each Partner's Capital Account balance to equal, as
nearly as possible, the amount distributable to such Partner pursuant to
paragraph 4.3.3.



                                      -17-
<PAGE>   21
                                  ARTICLE FIVE

                    Rights and Duties of the General Partner

         5.1 Management.

                  5.1.1 Except as otherwise expressly provided herein or by law,
         the General Partner is hereby vested with the full, exclusive and
         complete right, power and discretion to operate, manage and control the
         affairs of the Partnership and to make all decisions affecting
         Partnership affairs, as deemed proper, convenient or advisable by the
         General Partner to carry on the business of the Partnership as
         described in paragraph 2.4 hereof, and the General Partner shall have
         all of the rights, powers and obligations of a general partner of a
         limited partnership under the Partnership Act and otherwise as provided
         by law. Without limiting the generality of the foregoing, all of the
         Partners hereby specifically agree and Consent that the General Partner
         may, on behalf of the Partnership, at any time, and without further
         notice to or Consent from any Limited Partner, do or cause the
         Partnership, and the Cable Systems, if operated as separate entities,
         to do the following:

                  (a) make investments consistent with the purposes of the
         Partnership, FCC rules and regulations and other applicable laws;

                  (b) sell all or any part of an Ownership Interest, for cash,
         publicly saleable commercial paper and other cash equivalents or
         publicly traded securities that are unrestricted in the hands of the
         Limited Partners; provided, however, that all or substantially all of
         the Ownership Interests (other than Ownership Interests in the last
         remaining Cable System) may not be sold in any one transaction or
         several related transactions except with the prior written Consent of
         at least 51% in Partnership Interests of the Class A Limited Partners;

                  (c)(i) incur or assume indebtedness (including, without
         limitation, guarantees), whether on a recourse or a non-recourse basis,
         (w) to finance the acquisition or disposition of Ownership Interests,
         (x) to finance capital expenditures, (y) to finance working capital,
         and (z) to refinance any of the foregoing or any indebtedness now or
         hereafter outstanding;

                    (ii) in connection with (x) financings pursuant to clause
         (i) above, issue notes, debentures, other debt securities, mortgages,
         pledges, and other security interests on Ownership Interests or
         underlying Cable System assets and income therefrom to secure and
         provide for the repayment of such indebtedness, and (y) transactions
         pursuant to clause (i) above and this clause (ii), pay any legal fees
         and expenses (including legal fees and expenses of lenders), the cost
         of any credit report or appraisals, recording or filing fees,
         commitment, stand-by or similar fees paid to lenders and other usual
         and necessary expenses in connection with secured borrowings;

                   (iii) acquire financial instruments, including interest rate
         futures contracts and options thereupon, and arrange other contracts
         such as interest rate swaps, so as to protect the Partnership against
         increases in interest rates with respect to floating rate loans;



                                      -18-
<PAGE>   22
         provided, however, that the sum of indebtedness owed by the
         Partnership, including debt refinanced, pursuant to clauses (w), (x),
         (y) and (z) of paragraph 5.1.1(c)(i) hereof, shall not exceed
         $130,000,000.

                  (d) perform, or arrange for the performance of, the management
         and administrative services necessary for the operations of the
         Partnership but shall not receive and its Affiliates shall not receive
         any salary or other compensation therefor except pursuant to paragraph
         5.5 hereof or with Partnership Advisory Board approval, pursuant to
         paragraph 6.2 hereof (and distributions pursuant to paragraphs 4.3, 4.4
         and 9.2.2 hereof);

                  (e) directly or through its Control Group Affiliates manage
         the Ownership Interests, including, but not limited to, administer
         investments actually made by the Partnership and the ultimate
         realization of those investments and provide, or arrange for the
         provision of, managerial assistance to the Cable Systems owned directly
         or indirectly thereby, but shall not receive, and its Affiliates shall
         not receive, any salary or other compensation therefor except pursuant
         to paragraph 5.5 hereof (and distributions pursuant to paragraphs 4.3,
         4.4 and 9.2.2 hereof);

                  (f) incur all expenditures permitted by this Agreement; and,
         to the extent that funds of the Partnership are available, pay all
         expenses, debts and obligations of the Partnership, and, in connection
         therewith, establish a working capital reserve;

                  (g) employ and dismiss from employment any and all
         consultants, custodians of the assets of the Partnership or other
         agents;

                  (h) enter into, execute, amend, supplement, acknowledge and
         deliver any and all contracts, agreements (other than amendments or
         supplements to this Agreement except as permitted in Article Ten
         hereof) or other instruments as the General Partner shall determine to
         be appropriate in furtherance of the purposes of the Partnership;

                  (i) make temporary investments in (i) United States government
         and agency obligations, (ii) commercial paper rated not lower than P-1,
         (iii) interest-bearing deposits maturing within 1 year in member banks
         of the Federal Reserve System with an unrestricted surplus of at least
         $250,000,000, and (iv) money market mutual funds with assets of not
         less than $750,000,000, substantially all of which assets consist of
         items described in one or more of the foregoing clauses (i), (ii) and
         (iii);

                  (j) admit an assignee of all or any fraction of a Limited
         Partner's Interest to be a Substituted Limited Partner in the
         Partnership pursuant to and subject to the terms of paragraph 8.3
         hereof;

                  (k) make any reasonable election under federal, state and
         local tax laws;

                  (l) act as the "tax matters partner" of the Partnership, as
         such term is defined in Section 6231(a)(7) of the Internal Revenue
         Code, and exercise any authority permitted the tax matters partner
         under the Internal Revenue Code; and



                                      -19-
<PAGE>   23
                  (m) increase or decrease the Capital Accounts of the Partners
         pursuant to this Agreement.

         5.1.2. Third parties dealing with the Partnership may rely conclusively
upon any certificate of the General Partner to the effect that it is acting on
behalf of the Partnership. The signature of the General Partner shall be
sufficient to bind the Partnership in every manner to any agreement or on any
document, including, but not limited to, documents drawn or agreements made in
connection with the acquisition or disposition of any Ownership Interests or
other properties in furtherance of the purposes of the Partnership.

         5.2 Restrictions on the Authority of the General Partner. Without the
Consent of at least 51% in Percentage Interests of the Class A Limited Partners,
(i) the General Partner shall not have the authority to admit a Person as a
Partner except as provided in this Agreement or the Option, and (ii) the General
Partner shall not, and shall not cause any Cable Systems owned by the
Partnership to, engage in any transactions with itself or any of its Affiliates,
on behalf of the Partnership or involving assets or property of the Partnership
including without limitation, such Cable Systems, except as expressly authorized
in this Agreement or the Option or approved in advance by the Partnership
Advisory Board. Without the Consent of at least 51% in Percentage Interests of
the Class A Limited Partners, the General Partner shall not have the authority
to dismiss from employment or replace the accountants of the Partnership.

         5.3 Duties and Obligations of the General Partner.

                  5.3.1 INTENTIONALLY OMITTED.

                  5.3.2 The General Partner shall take all action which may be
         necessary or appropriate for the continuation of the Partnership's
         valid existence as a limited partnership under the laws of the State of
         Delaware and of each other jurisdiction in which such existence is
         necessary to protect the limited liability of the Limited Partners and
         to enable the Partnership to conduct the business in which it is
         engaged.

                  5.3.3 The General Partner shall at all times conduct its
         affairs and those of the Partnership and shall cause the affairs of all
         of its Control Group Affiliates to be conducted in such a manner that
         neither any Limited Partner nor any Affiliate of any Limited Partner
         will have any personal liability with respect to any Partnership
         liability or obligation.

                  5.3.4 The General Partner shall prepare or cause to be
         prepared and shall file on or before the due date (or any extension
         thereof) any federal, state or local tax returns required to be filed
         by the Partnership. The General Partner shall cause the Partnership to
         pay any taxes payable by the Partnership (it being understood that the
         expenses of preparation and filing of such tax returns, and the amounts
         of such taxes, are expenses of the Partnership and not of the General
         Partner); provided, however, that the General Partner shall not be
         required to cause the Partnership to pay any tax so long as the General
         Partner or the Partnership is in good faith and by appropriate legal
         proceedings contesting the validity, applicability or amount thereof
         and such contest does not materially endanger any right or interest of
         the Partnership.



                                      -20-
<PAGE>   24
                  5.3.5 The General Partner shall, from time to time, submit to
         any appropriate state securities administrator, or to the Securities
         and Exchange Commission pursuant to Regulation D under the Securities
         Act of 1933, as amended, all documents, papers, statistics, forms and
         reports required to be filed therewith or submitted thereto, provided,
         that the Limited Partners shall cooperate and provide to the General
         Partner such information as may reasonably be necessary to permit the
         General Partner to make complete filings or submissions of such nature.

                  5.3.6 The General Partner will take such actions as are
         reasonable and necessary under the circumstances to preserve and
         maintain the Ownership Interests, including, without limitation,
         insuring the Ownership Interests in a manner and to the extent
         commercially reasonable.

                  5.3.7 As "tax matters partner," the General Partner: (i) shall
         consult with and consider the views of the Partnership Advisory Board
         prior to taking any material action in its capacity as the tax matters
         partner; (ii) shall not settle any audit or judicial proceeding without
         the Consent of the Partnership Advisory Board; (iii) shall promptly
         furnish the Partnership Advisory Board with all copies of material
         documents and notices received in connection with an administrative or
         judicial proceeding relating to income tax matters of the Partnership;
         and (iv) shall notify promptly the Partnership Advisory Board: (A) if
         the General Partner causes an amended return to be filed on behalf of
         the Partnership with respect to any Fiscal Year of the Partnership; (B)
         if the General Partner extends the statute of limitations on
         assessments with respect to any taxable year of the Partnership; (C) if
         any tax return of the Partnership is audited or if any adjustments to
         any such return are proposed in writing; and (D) if the General Partner
         enters into a settlement agreement relating to any items of Partnership
         income, gain, loss, deduction or credit for any taxable year of the
         Partnership.

         5.4 Other Business of the General Partner. The General Partner and its
Control Group Affiliates, including, without limitation, William R. James, shall
devote to the business and affairs of the Partnership a substantial portion of
their time so as to conduct such business and affairs in accordance with the
purposes stated in paragraph 2.4 hereof and its duties pursuant to paragraph 5.3
hereof and shall not and its Affiliates shall not engage in or possess any
interest in other business ventures of any kind, nature or description,
independently or with others, that are competitive with the Partnership; except
that:

                            (i) the General Partner or any of its Affiliates may
                  act as general partner of other funds with similar investment
                  objectives to the fund established pursuant to this Agreement,
                  provided, however, that no such other fund may acquire Cable
                  Systems in the geographic area served by the Partnership's
                  Cable Systems; and

                           (ii) the General Partner, singly or as a group under
                  Section 13(d)(3) of the Securities Exchange Act of 1934, as
                  amended (the "1934 Act"), or any of its Affiliates, singly or
                  as a group under Section 13(d)(3) of the 1934 Act, may own up
                  to 5% of the outstanding stock of any company whose stock is
                  regularly traded.



                                      -21-
<PAGE>   25
         Notwithstanding the foregoing, the General Partner will promptly
         furnish the Partnership Advisory Board with information on a
         confidential basis as to any investment in Cable Systems made by it or
         any of its Control Group Affiliates, for its or such Control Group
         Affiliate's own account or for others based upon its or such Control
         Group Affiliate's recommendations. If the General Partner or a Control
         Group Affiliate of the General Partner commences another such fund or
         funds having the same purposes during the term of the Partnership or
         one year after the termination of the Partnership, the General Partner
         agrees to, or agrees to cause such Control Group Affiliate to, offer to
         such Persons who are Class A Limited Partners the opportunity to invest
         in or purchase, outside the Partnership the equivalent of Interests in
         such other fund or funds, in the first instance, pro rata, such pro
         rata amount to be offered to each such Class A Limited Partner
         determined by multiplying the aggregate amount of equivalents of
         interests in such fund or funds by a fraction of which (a) the
         numerator shall be such Class A Limited Partner's Percentage Interest
         and (b) the denominator shall be the aggregate of all Class A Limited
         Partners' Percentage Interests. The terms and conditions of such offer
         may be determined by the General Partner or its Control Group Affiliate
         and may differ from the terms and conditions of this Agreement and any
         such fund will be wholly separate and distinct from the Partnership.
         Such offer shall be accepted by each such Person who is a Class A
         Limited Partner in whole or not at all within 30 days of receipt of
         notice of such offer by such Person. If acceptance by such Person is
         not received by the offeror within such 30 days at the address
         specified for response in such notice, the offeror may deem such offer
         to be rejected by such Person.

         5.5 Management Compensation.

                  5.5.1 The General Partner shall be permitted to take from the
         aggregate gross operating revenues generated by the Cable Systems owned
         directly or indirectly by the Partnership during the period that such
         Cable Systems are owned by the Partnership as are proportionate to the
         Partnership's share of economic benefits and losses thereof ("Gross
         Revenues") a management fee equal to 4% of Gross Revenues for such
         Fiscal Year, payable monthly, in arrears, on the basis of the previous
         month's Gross Revenues. For purposes of this subparagraph 5.5.1, "Gross
         Revenues" shall not include interest or other returns on temporary
         investments made pursuant to subparagraph 5.1.1(i) hereof or proceeds
         of any Capital Transaction. In the event that an overpayment or
         underpayment shall occur as a result of aggregated monthly payments
         which exceed or fall short of, as the case may be, 4% of Gross Revenues
         for a Fiscal Year, such overpayment or underpayment shall be deducted
         or added to, as applicable, from the next succeeding monthly payments
         (and each succeeding month thereafter if not used up by the prior
         month's payment).

                  5.5.2 Upon removal, the General Partner shall be entitled to
         retain that portion of the compensation paid to it pursuant to
         paragraph 5.5.1, determined on the basis of the entire Fiscal Year
         during which the General Partner was removed, prorated through the time
         of such removal, but shall not be entitled to any management
         compensation with respect to any periods subsequent to the effective
         date of such removal.

         5.6 Expenses Reimbursement and Indemnification.



                                      -22-
<PAGE>   26
                  5.6.1 (a) The Partnership shall bear or pay (or reimburse the
         General Partner for its payment of) the following expenses relating to
         its operations: (i) ordinary and normal operating expenses of Cable
         Systems owned by the Partnership as are proportionate to the
         Partnership's share of economic benefits and losses thereof, including
         debt service payments on debt outstanding on or after the date hereof
         or incurred or assumed pursuant to paragraph 5.1.1(c)(i) hereof
         (provided, however, that such expenses shall be paid solely out of
         operating reserves and revenues of Cable Systems owned by the
         Partnership), (ii) legal and accounting fees of the Partnership, (iii)
         fees and expenses of the Partnership Advisory Board, (iv) taxes, if
         any, imposed on the Partnership in respect of its operations or income,
         (v) all legal and accounting fees and expenses, and all fees and
         expenses of brokers and finders, that are incurred in connection with
         dispositions of Ownership Interests, (vi) commitment and other fees and
         expenses (including counsel fees) paid to, or on behalf of, banks,
         investment banks, insurance companies or other lenders or investors in
         connection with arranging for the financing or refinancing of debt now
         or hereafter outstanding or incurred or assumed pursuant to paragraph
         5.1.1(c)(i) hereof, (vii) operating expenses of the General Partner's
         headquarters facilities of the type that would be borne by each Cable
         System owned by the Partnership individually if management of all such
         Cable Systems was not centralized at such headquarters facilities for
         each Fiscal Year in an amount up to $5.00 multiplied by the average
         aggregate number of subscribers to Cable Systems owned by the
         Partnership during such Fiscal Year, and the General Partner shall be
         entitled to reimbursement of any such expenses so paid by the General
         Partner on behalf of the Partnership. The Partnership shall also bear
         or pay (or reimburse the General Partner for its payment of) the costs
         and expenses of the Appraiser as this term is defined in the Incentive
         Compensation Agreement.

                  (b) The General Partner or an Affiliate thereof, and not the
         Partnership or Cable Systems owned by the Partnership, shall bear or
         pay all expenses relating to the operation of the Partnership not borne
         by the Partnership pursuant to paragraph 5.6.1(a) above.

                  5.6.2 Provided they shall act in good faith and with that
         degree of care which an ordinary prudent Person in a like position
         would use under similar circumstances, the General Partner and its
         Control Group Affiliates and any officer, partner, agent or employee of
         the foregoing shall not be liable to any other Partner or the
         Partnership (i) for any mistake in judgment, (ii) for any action or
         inaction taken or omitted in good faith reliance on the provisions of
         this Agreement or for a purpose which the General Partner or such
         Person reasonably believed to be consistent with the best interests of
         the Partnership, or (iii) for any loss due to the mistake, action,
         inaction, negligence, dishonesty, fraud or bad faith of any broker or
         other agent, provided that such broker or other agent is not and was
         not a Control Group Affiliate of the General Partner and was selected,
         engaged or retained by the General Partner or such Person with
         reasonable care; provided, however, that the General Partner shall be
         liable to, and shall indemnify and hold harmless, any other Partner or
         the Partnership for (i) any penalties imposed on such other Partner or
         Partners (whether in their capacity as such or otherwise) or the
         Partnership (which are not set aside or judicially reversed) by any
         governmental body as a consequence of acts or omissions by the General
         Partner or its Control Group Affiliates




                                      -23-
<PAGE>   27
         before the date of the Original Agreement, regardless of whether the
         Partner could have avoided the penalty by its own action, and (ii) any
         breach of the General Partner's representations, warranties or
         covenants contained in paragraph 14.2 hereof and notwithstanding any
         other provision of this Agreement to the contrary, the Partnership
         shall not indemnify the General Partner or any Control Group Affiliate
         of the General Partner for such liability or indemnity and shall bear
         no cost or expense in connection therewith, including, without
         limitation, costs, fees or expenses of setting such penalty aside or
         obtaining judicial reversal thereof. The General Partner may consult
         with legal counsel and accountants in respect of Partnership affairs
         and, except in respect of matters in which there is a conflict of
         interest, shall be fully protected and justified in any action or
         inaction which is taken or omitted in good faith, in reliance upon and
         in accordance with the opinion or advice of such counsel or
         accountants, provided that they shall have been selected with
         reasonable care. In respect of conflicts of interest, the General
         Partner shall be subject to the review of the Partnership Advisory
         Board pursuant to Article Six hereof, and approval by a majority of the
         members thereof shall fully protect and justify the General Partner's
         entering into any transaction with an Affiliate in good faith, in
         reliance upon and in accordance with such approval. In determining
         whether the General Partner or any of its Affiliates acted in good
         faith and with the requisite degree of care, each such Person shall be
         entitled to rely on reports and written statements of the directors,
         officers and employees of a Person in which the Partnership holds
         Ownership Interests unless the General Partner has reason to believe
         that such reports or statements are not true and complete. For the
         purposes of clauses (i), (ii) and (iii) of the first sentence of this
         paragraph 5.6.2, the directors, officers and employees of a Person in
         which the Partnership holds Ownership Interests shall not, solely by
         virtue of such holding, be deemed to be Affiliates of the General
         Partner.

                  5.6.3 The Partnership shall, to the fullest extent permitted
         by law, indemnify and hold harmless the General Partner and each of its
         Control Group Affiliates, each member of the Partnership Advisory Board
         and the Liquidating Trustee (and their respective heirs and legal and
         personal representatives) who was or is a party or is threatened to be
         made a party to any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (including any action by or in the right of the Partnership), by reason
         of any acts or omissions or alleged acts or omissions arising out of
         such Person's activities as the General Partner, as a Control Group
         Affiliate of the General Partner, as a member of the Partnership
         Advisory Board, as the Liquidating Trustee or as an officer, director,
         consultant or other advisor to a Cable System owned by the Partnership,
         if such activities were performed in good faith either on behalf of the
         Partnership or consistent with the best interests of the Partnership
         and in a manner reasonably believed by such Person to be within the
         scope of the authority conferred by this Agreement or by law or by the
         Consent of at least 51% in Percentage Interests of the Class A Limited
         Partners, against losses, damages or expenses for which such Person has
         not otherwise been reimbursed (including attorneys' fees, judgments,
         fines and amounts paid in settlement) actually and reasonably incurred
         by such Person in connection with such action, suit or proceeding, so
         long as such Person was not guilty of gross negligence, willful
         misconduct or any other like breach of fiduciary duty as General
         Partner under this Agreement with respect to such acts or omissions
         and, with respect to any criminal action or proceeding, had no
         reasonable cause to believe his conduct was




                                      -24-
<PAGE>   28
         unlawful, and provided that the satisfaction of any indemnification and
         any holding harmless shall be from and limited to Partnership assets
         and no Limited Partner shall have any personal liability (beyond the
         amount of any capital contributions or infusions actually made) on
         account thereof, and provided, further, that any Person entitled to
         indemnification from the Partnership hereunder shall first seek
         recovery under any insurance policies by which such Person is covered
         and, if other than the General Partner, shall obtain the written
         consent of the General Partner prior to entering into any compromise or
         settlement which would result in an obligation of the Partnership to
         indemnify such Person, and provided, further, that if liabilities arise
         out of the conduct of the business and affairs of the Partnership and
         any other Person for which the Person entitled to indemnification from
         the Partnership hereunder was then acting in a similar capacity, the
         amount of the indemnification provided by the Partnership shall be
         limited to the Partnership's proportionate share thereof as determined
         in good faith by the General Partner in light of its fiduciary duties
         as General Partner under this Agreement to the Partnership and the
         Limited Partners. For the purposes of this paragraph 5.6.3, the
         Partnership's coventurers or partners in a Cable System owned by the
         Partnership shall not be deemed to be Affiliates of the General
         Partner.

         5.7 1994 General Partner Incentive Compensation Award. Pursuant to the
1994 General Partner Incentive Compensation Agreement dated as of December 31,
1994 between the Partnership and the General Partner (the "1994 Incentive
Compensation Agreement"), the Partnership agreed to pay to the General Partner,
in addition to the amounts described in paragraphs 5.5.1 and 5.6.1 (a) hereof,
but subject to certain vesting requirements specified therein, the Incentive
Compensation Amount (defined herein as in the Incentive Compensation Agreement).
The Incentive Compensation Amount has fully vested. Upon the vesting of the 1994
Incentive Compensation Amount, which had a value of $540,000, and, in exchange
for such amount, effective December 31, 1997 the General Partner was granted a
limited partnership interest equal to 2.0% of all of the then issued and
outstanding limited partnership interests. The limited partnership interest so
granted to the General Partner is included in the Percentage Interest shown on
the attached Schedule A for James Communications Partners as a Class A Limited
Partner.


                                   ARTICLE SIX

                         The Partnership Advisory Board

         6.1 Selection of the Partnership Advisory Board. The Partnership
Advisory Board shall consist of not more than five members. One member shall be
designated and approved by the General Partner, and four members shall be
designated and approved by the Consent of at least 51% in Percentage Interests
of the Class A Limited Partners; provided, however, that no member of the
Partnership Advisory Board shall be an Affiliate of the General Partner. The
removal of any member of the Partnership Advisory Board may be proposed at any
time by any Class A Limited Partner, and, if so proposed, such member will be
removed from the Partnership Advisory Board if the Consent of at least 51% in
Percentage Interests of the Class A Limited Partners is obtained to remove such
member; provided, however, that the member of the Partnership Advisory Board
designated and approved by the General Partner may be removed




                                      -25-
<PAGE>   29
and replaced only by the General Partner. Members of the Partnership Advisory
Board shall serve for the duration of the Partnership or until their
resignation, removal, or Incapacity. In the event of a vacancy on the
Partnership Advisory Board, the party who designated and approved the member
vacating his position shall designate and approve a new member, who shall serve
on the terms described above. On or before January 15, 2000, the Class A Limited
Partners shall hold a special meeting for the purposes of (i) designating and
approving the four members to be designated and approved by the Class A Limited
Partners and (ii) ratifying, in accordance with the Indenture, the execution,
delivery and terms of this Agreement and of the Option.

         6.2 Functions of the Partnership Advisory Board.

                  6.2.1 The functions of the Partnership Advisory Board will be
         (i) to review and approve or disapprove the valuation of the Fair
         Market Value of Partnership assets (including Ownership Interests) as
         determined by the General Partner when a determination of Fair Market
         Value is required by the terms of this Agreement, (ii) to review the
         annual audited financial statements of the Partnership, (iii) to review
         and approve or disapprove any potential conflicts of interest of the
         General Partner or any Affiliate thereof and (iv) to advise the General
         Partner on such other matters, including investment advice, about which
         the General Partner may from time to time, in its sole discretion,
         determine to consult the Partnership Advisory Board. A quorum of the
         Partnership Advisory Board shall consist of three Partnership Advisory
         Board members, which quorum must be present at all Partnership Advisory
         Board meetings or telephone conference calls. The Partnership Advisory
         Board shall meet at least once each calendar quarter, such meetings to
         occur on the first Tuesday that is a business day in each of February,
         May, August and November, unless rescheduled with consent of at least
         three members, notice of rescheduling to be given to all members 5 days
         before such regularly scheduled meeting. The Partnership Advisory Board
         may hold special meetings, which meetings may be called by at least two
         members of the Partnership Advisory Board or by the General Partner,
         when appropriate. Notice of a special meeting must be provided to all
         members of the Partnership Advisory Board who did not call such special
         meeting, at least 2 days prior to the scheduled date of such special
         meeting, and matters considered and voted upon at such meeting shall be
         limited to matters set forth in the notice, provided, however, that any
         such member may waive such notice and voting limitations by attendance
         or in writing. Members may participate in a meeting by means of
         conference telephone or similar communications equipment by means of
         which all participating members can hear each other, and participation
         in a meeting by such means shall be deemed to constitute presence in
         person at the meeting. If the party designating a member so permits,
         such member may be represented at meetings by proxy.

                  6.2.2 The Partnership Advisory Board shall act by the vote of
         a majority of its members, except as otherwise specified in this
         Agreement. Action of the Partnership Advisory Board may be taken at a
         meeting, or by written approval of a majority of members (or the
         requisite number of members as specified elsewhere in this Agreement)
         with all members being promptly notified of any action taken by written
         approval, or by means of conference telephone or similar communications
         equipment by means of which all participating members can hear each
         other. Except as provided in paragraphs 6.2.1 and 6.2.3 below, the
         recommendations of the Partnership Advisory Board shall be




                                      -26-
<PAGE>   30
         advisory only and shall not obligate the General Partner to act in
         accordance therewith. Any member of the Partnership Advisory Board may
         resign by giving to the General Partner and the other members of the
         Partnership Advisory Board 30 days' prior written notice. Any vacancy
         in the Partnership Advisory Board, whether created by such a
         resignation or by the death of any member or otherwise, shall promptly
         be filled as provided in paragraph 6.1 hereof.

                  6.2.3 For all purposes of this Agreement other than paragraph
         7.5.2 hereof, the calculation of the Fair Market Value of any Ownership
         Interests or of property to be received in exchange for any Ownership
         Interests or pursuant to any Capital Transaction 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 valuation made by the General Partner and the General
         Partner shall not accept the valuation proposed by the Partnership
         Advisory Board, the matter shall be settled by appraisal as provided in
         paragraph 6.2.4 below. Any valuation made in accordance with the
         provisions of this paragraph 6.2.3 shall be made in writing and a copy
         thereof given to each Limited Partner. Regardless of whether the
         Partnership Advisory Board has approved the General Partner's
         valuation, each Limited Partner shall have 30 days after receipt of
         such valuation within which it may advise the General Partner in
         writing of its objection to any valuation other than one which has been
         settled by appraisal and if Limited Partners of any class of Limited
         Partners (excluding the General Partner, if it is also a Limited
         Partner, or any Affiliate thereof) whose Percentage Interests at the
         time represent not less than 51% of the aggregate Percentage Interests
         of the then Limited Partners of such class of Limited Partners
         (excluding the General Partner, if it is also a Limited Partner, or any
         Affiliate thereof) so advise the General Partner of any such objection
         and if the Limited Partners so objecting and the General Partner are
         unable to agree upon a valuation, the matter shall be determined by
         appraisal as provided in paragraph 6.2.4 below. In determining the
         value of the Partnership or the Fair Market Value of any Ownership
         Interests or of property received in exchange for any Ownership
         Interests or pursuant to any Capital Transaction, the following
         principles shall apply: (i) The valuation of a Cable System will be
         based 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 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




                                      -27-
<PAGE>   31
         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, Fair
         Market Value shall be determined after considering all factors which
         might reasonably affect the sales price of such Ownership Interests or
         other assets or securities, including, without limitation, if and as
         appropriate, the anticipated impact on current market prices of
         immediate sale, the lack of a market for such Ownership Interests or
         assets or 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
         Agreement, all valuations which have been determined in accordance with
         the terms of this paragraph 6.2.3 shall be final and conclusive on the
         Partnership and all Partners, their successors and assigns. In
         determining the value of assets in accordance with the provisions of
         this paragraph 6.2.3, 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.

                  6.2.4 Any controversy arising out of a valuation which shall
         be submitted to appraisal as provided for by paragraph 6.2.3 above
         shall be settled in New York, New York by an appraisal undertaken by
         two independent nationally recognized experts in the cable television
         field, to determine the Fair Market Value of the Partnership, the
         Ownership Interests, or other assets or securities to be appraised. One
         such appraiser shall be appointed by the General Partner, and the other
         by the Consent of 51% in Percentage Interests of the Class A Limited
         Partners, and the deliberations of the appraisers shall commence
         forthwith following their appointment. If the disparity between the
         Fair Market Value determined by the two appraisers is less than or
         equal to 5% of such Fair Market Value, the final Fair Market Value
         shall be the average of the two Fair Market Values. If the disparity
         between the determination of Fair Market Value by each of the two
         appraisers is greater than 5%, they shall select a third appraiser
         possessing similar qualifications. If they cannot agree upon a third
         appraiser within 25 days of the commencement of their original
         deliberations to determine Fair Market 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 Fair Market Value. The final Fair Market Value shall be whichever
         Fair Market Value of the first two appraisers is closest to the Fair
         Market Value as determined by the third appraiser so long as the
         disparity between the third Fair Market Value and the earlier Fair
         Market Value to which it is closest is less than or equal to 20% of
         such earlier Fair Market Value. If the disparity is greater than 20%,
         then the Fair Market Value shall be the average of the two Fair Market
         Values that are closest. The valuation decision of such appraisers
         shall be final and conclusive on the Partnership and all Partners. The
         cost of any such appraisal shall be borne equally by the Partnership
         (as a Partnership expense) and the General Partner.

         6.3 Fees and Expenses of Members of Partnership Advisory Board. Members
of the Partnership Advisory Board shall be entitled to reimbursement from the
Partnership for their reasonable travel and other out-of-pocket expenses
incurred in connection with the performance




                                      -28-
<PAGE>   32
of their duties as members of the Partnership Advisory Board, and members of the
Partnership Advisory Board not otherwise affiliated with the General Partner or
any of the Limited Partners shall be entitled to a fee of $1,000 for each
meeting of the Partnership Advisory Board attended by said member.

                                  ARTICLE SEVEN

                Transferability of the General Partner's Interest

         7.1 Assignment of the General Partner's Interest. Unless any assignment
or transfer is to a Person controlled by William R. James, without the prior
Consent of at least 51% in Percentage Interests of the Class A Limited Partners,
the General Partner shall not assign, sell or otherwise dispose of all or a
fraction of its Interest as General Partner in the Partnership, or enter into
any agreement as a result of which any Person shall have a general partner
interest in the Partnership, provided, however, that changes in the composition
of the partners constituting the partnership which is the General Partner shall
be permitted, including additions to and subtractions from the partnership,
except as prohibited in paragraph 7.2 hereof, provided further, however, that no
dispositions, agreements or changes in composition otherwise permitted by the
foregoing shall be permitted without the prior approval of the FCC (if required)
and if not in compliance with other applicable laws.

         7.2 No Change in Control or Ineligibility of the General Partner.
Unless the prior Consent of 51% in Percentage Interests of the Class A Limited
Partners is given, or unless there occurs (x) the death of William R. James or
(y) the Disability of William R. James, William R. James (or a corporation 100%
of the voting stock of which is owned by him) shall at all times either (i) own
at least a 51% interest in the profits and losses of and distributions from, and
control, the General Partner or (ii) be the sole General Partner (either of
clause (i) or (ii) above constituting "Control" of the General Partner).

         7.3 Removal of the General Partner.

                  7.3.1 The General Partner may not be removed, directly or
         indirectly, except the General Partner shall be removed (a) upon a
         finding by an independent party (which party shall be selected by the
         Consent of at least 51% in Percentage Interests of the Class A Limited
         Partners but which party shall not be an Affiliate of any Limited
         Partner or the General Partner) that the General Partner has engaged in
         or is engaging in malfeasance, criminal conduct or wanton, willful
         neglect; or (b) upon a determination by a court or other official body
         of competent jurisdiction that the General Partner has engaged in the
         conduct described in clause (a) above, or a material breach of this
         Agreement by the General Partner. In addition to the events described
         in (a) and (b), but only in the event of the Incapacity of William R.
         James, or if the General Partner ceases to be Controlled by William R.
         James, the General Partner may be removed upon the Consent of at least
         51% in Percentage Interests of the Class A Limited Partners (excluding
         the General Partner, if it is also a Limited Partner, or any Affiliate
         thereof) to the removal of the General Partner.



                                      -29-
<PAGE>   33
                  7.3.2 Any removal of the General Partner shall become and be
         effective only on the date determined in accordance with paragraph
         7.5.2 hereof.

         7.4 Incapacity or Withdrawal of the General Partner. In the event of
the Incapacity or withdrawal of the General Partner, the Partnership shall be
dissolved, except as provided in paragraph 9.3.1 hereof.

         7.5 Penalty.

                  7.5.1 Regardless of any vote to continue the Partnership
         pursuant to paragraph 9.3.1 hereof, if William R. James (or a
         corporation 100% of the voting stock of which is owned by him) shall
         cease to Control the General Partner, except as otherwise permitted in
         paragraph 7.2 hereof, then the General Partner Interest of the General
         Partner shall be divided into two components: (i) 25% shall be
         allocated proportionately to the Class A Limited Partners thereby
         increasing their respective Class A Limited Partnership Interests (and
         the Capital Accounts and Percentage Interests of the Class A Limited
         Partners, shall be automatically adjusted to reflect such increase),
         and (ii) 75% thereof shall be retained by the General Partner or, if
         the Partnership is continued as provided in paragraph 9.3 hereof, shall
         be purchased by the newly appointed General Partner for the lesser of
         (x) 75% of the Capital Account of the General Partner (calculated as
         provided in the second to last sentence of paragraph 9.3.1 hereof),
         less the amount of any distributions made to the General Partner
         subsequent to the end of the month as of the end of which its Capital
         Account was so calculated or (y) 75% of the amount of the General
         Partner's Capital Contribution, less all distributions actually made by
         the Partnership to the General Partner pursuant to paragraph 4.3
         hereof.

                  7.5.2 Notwithstanding anything to the contrary express or
         implied in this Agreement, in the event that James Communications
         Partners is removed as the General Partner and such removal is not
         based upon (i)(A) a finding by an independent party (which party shall
         be selected by the Consent of at least 51% in Percentage Interests of
         the Class A Limited Partners but which party shall not be an Affiliate
         of any Class A Limited Partner or the General Partner) that the General
         Partner has engaged in or is engaging in malfeasance, criminal conduct
         or wanton, willful neglect, or (B) a determination by a court or other
         official body of competent jurisdiction that the General Partner has
         either engaged in or is engaging in malfeasance, criminal conduct or
         wanton, willful neglect or has materially breached this Agreement, or
         (ii) in the event of the Incapacity of William R. James, or if the
         General Partner ceases to be Controlled by William R. James, the
         Consent of at least 51% in Percentage Interests of the Class A Limited
         Partners (in each case described in clause (i) and clause (ii), an
         "Unwarranted Removal"), then the provisions of this paragraph 7.5.2
         shall apply.

                  (a) No Unwarranted Removal shall become effective unless and
         until the Partnership shall have (i) purchased from the General Partner
         (w) the General Partner's general partner interest, (x) the General
         Partner's Class A Limited Partner Interest, (y) the General Partner's
         Class B Limited Partner Interest, and (z) provided it shall not have
         been previously exercised, the Option, and (ii) paid to the General
         Partner, in addition to the purchase price for the items listed in
         clause (i) of this sentence, $1,000,000. No such




                                      -30-
<PAGE>   34
         removal shall become effective until the date (the "Payment Date") that
         the Partnership makes such purchase and payment. Any removal of the
         General Partner that is based upon (i)(A) a finding by an independent
         party (which party shall be selected by the Consent of at least 51% in
         Percentage Interests of the Class A Limited Partners but which party
         shall not be an Affiliate of any Class A Limited Partner or the General
         Partner) that the General Partner has engaged in or is engaging in
         malfeasance, criminal conduct or wanton, willful neglect, or (B) a
         determination by a court or other official body of competent
         jurisdiction that the General Partner has either engaged in or is
         engaging in malfeasance, criminal conduct or wanton, willful neglect or
         has materially breached this Agreement, or (ii) in the event of the
         Incapacity of William R. James, or if the General Partner ceases to be
         Controlled by William R. James, the Consent of at least 51% in
         Percentage Interests of the Class A Limited Partners, shall be
         effective automatically immediately upon any such finding,
         determination or Consent, as applicable.

                  (b) The purchase price of the items listed in clause (i) of
         paragraph 7.5.2(a) shall be equal to the aggregate of the Fair Market
         Values of such items, which Fair Market Values shall be based on the
         Fair Market Value of the entire equity value of the Partnership.

                  (c) For all purposes of this Agreement, the calculation of the
         Fair Market Value of the items listed in clause (i) of paragraph 7.5.2
         (a) hereof and of the entire equity value of the Partnership 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 valuation made by the General
         Partner and the General Partner shall not accept the valuation proposed
         by the Partnership Advisory Board, the matter shall be settled by
         appraisal as provided in paragraph 7.5.2(d) below. Any valuation made
         in accordance with the provisions of this paragraph 7.5.2(c) shall be
         made in writing and a copy thereof given to each Limited Partner.
         Regardless of whether the Partnership Advisory Board has approved the
         General Partner's valuation, each Class A Limited Partner shall have 30
         days after receipt of such valuation within which it may advise the
         General Partner in writing of its objection to any valuation other than
         one which has been settled by appraisal and if Class A Limited Partners
         (excluding the General Partner, if it is also a Class A Limited
         Partner, or any Affiliate thereof) whose Percentage Interests at the
         time represent not less than 51% of the aggregate Percentage Interests
         of the then Class A Limited Partners (excluding the General Partner, if
         it is also a Class A Limited Partner, or any Affiliate thereof) so
         advise the General Partner of any such objection and if the Class A
         Limited Partners so objecting and the General Partner are unable to
         agree upon a valuation, the matter shall be determined by appraisal as
         provided in paragraph 7.5.2(d) below. In determining the Fair Market
         Value of the items listed in clause (i) of paragraph 7.5.2(a) or the
         Fair Market Value of the entire equity value of the Partnership, the
         following principles shall apply: (i) The valuation of a the
         Partnership will be based 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




                                      -31-
<PAGE>   35
         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 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 paragraph 7.5.2, such Fair
         Market Value shall be determined after considering all factors which
         might reasonably affect the sales price 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 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 paragraph 7.5.2, all valuations which
         have been determined in accordance with the terms of this paragraph
         7.5.2 shall be final and conclusive on the Partnership and all
         Partners, their successors and assigns. In determining the value of
         assets in accordance with the provisions of this paragraph 7.5.2, 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.

                  (d) Any controversy arising out of a valuation which shall be
         submitted to appraisal as provided for by paragraph 7.5.2 (c) above
         shall be settled in New York, New York by an appraisal undertaken by
         two independent nationally recognized experts in the cable television
         field, to determine the Fair Market Value of the entire equity value of
         the Partnership and the items to be appraised. One such appraiser shall
         be appointed by the General Partner, and the other shall be appointed
         by the Consent of at least 51% in Percentage Interests of the Class A
         Limited Partners, and the deliberations of the appraisers shall
         commence forthwith following their appointment. If the disparity
         between the Fair Market Value determined by the two appraisers is less
         than or equal to 5% of such Fair Market Value, the final Fair Market
         Value shall be the average of the two Fair Market Values. If the
         disparity between the determination of Fair Market Value by each of the
         two appraisers is greater than 5%, they shall select a third appraiser
         possessing similar qualifications. If they cannot agree upon a third
         appraiser within 25 days of the commencement of their original
         deliberations to determine Fair Market 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 Fair Market Value. The final Fair Market Value shall be whichever
         Fair Market Value of the first two appraisers is closest to the Fair
         Market Value as determined by the third appraiser so long as the
         disparity between the third Fair Market Value and the earlier Fair



                                      -32-
<PAGE>   36
         Market Value to which it is closest is less than or equal to 20% of
         such earlier Fair Market Value. If the disparity is greater than 20%,
         then the Fair Market Value shall be the average of the two Fair Market
         Values that are closest. The valuation decision of such appraisers
         shall be final and conclusive on the Partnership and all Partners. The
         cost of any such appraisal shall be borne equally by the Partnership
         (as a Partnership expense) and the General Partner.

                  (e) In the event that the Fair Market Value of the Partnership
         is determined to be $62,200,000 or more, then all sums payable to the
         General Partner pursuant to this paragraph 7.5.2 with respect to the
         items listed in clause (i) of paragraph 7.5.2(a) hereof shall be paid
         in cash on the Payment Date. In the event that the Fair Market Value of
         the Partnership is determined to be less than $62,200,000, then the
         sums payable to the General Partner pursuant to this paragraph 7.5.2
         with respect to the items listed in clause (i) of paragraph 7.5.2(a)
         hereof shall be evidenced by, and paid pursuant to, a promissory note
         dated the Payment Date, made payable to the order of the General
         Partner and having an initial stated principal balance equal to the
         aggregate Fair Market Value of such items (the "First Note"). The
         $1,000,000 payable to the General Partner pursuant to clause (ii) of
         paragraph 7.5.2(a) hereof shall be evidenced by, and paid pursuant to,
         a promissory note dated the Payment Date, made payable to the order of
         the General Partner and having an initial stated principal balance
         equal to $1,000,000 (the "Second Note"). The First Note shall provide
         for the payment of the unpaid principal thereof, and all accrued and
         unpaid interest thereon, in twelve consecutive monthly installments.
         The first six of such installments shall consist of only accrued and
         unpaid interest. The last six of such installments shall consist of
         unpaid principal and accrued and unpaid interest and shall be in
         amounts sufficient to repay, in full, the First Note in full on that
         date that is one year after the Payment Date. Each such installment
         shall be due on the 15th day of each month and the entire unpaid
         principal balance, and all accrued and unpaid interest thereon, due on
         that date that is one year after the Payment Date. The First Note shall
         bear interest on the unpaid principal balance at a per annum rate equal
         to the "applicable federal rate" in effect on the Payment Date, and
         shall otherwise be acceptable in form and substance to the General
         Partner. The Second Note shall provide for the payment of the principal
         balance thereof, and all accrued and unpaid interest thereon, in twelve
         equal monthly installments (with each such installment due on the 15th
         day of each month and the entire unpaid principal balance, and all
         accrued and unpaid interest thereon, due on that date that is one year
         after the Payment Date), shall bear interest on the unpaid principal
         balance at a per annum rate equal to the "applicable federal rate" in
         effect on the Payment Date, and shall otherwise be acceptable in form
         and substance to the General Partner.

                  (f) Following any removal of James Communications Partners as
         General Partner, this Agreement may not, and shall not be altered,
         amended, restated, modified or changed in any way that causes or could
         cause a reduction in the amount of cash or property payable to James
         Communications Partners to upon any liquidation of the Partnership
         without the consent of James Communications Partners.

         7.6 Liability of a Withdrawn or Removed General Partner. Any General
Partner which shall suffer Incapacity, withdraw or be removed from the
Partnership, or which shall sell,




                                      -33-
<PAGE>   37
transfer or assign its General Partner's Interest, shall remain liable for
obligations and liabilities incurred by it as General Partner prior to the time
such Incapacity, withdrawal, removal, sale, transfer or assignment shall have
become effective, but it shall be free of any obligation or liability incurred
on account of the activities of the Partnership from and after the time such
Incapacity, withdrawal, removal, sale, transfer or assignment shall have become
effective.

         7.7 Restriction on Admission of Substitute General Partner. No
substitute General Partner shall be admitted to the Partnership pursuant to this
Article Seven unless an opinion of responsible counsel (who may be counsel for
the Partnership) is delivered to the Partnership stating that admission of the
substitute General Partner will not cause the Partnership to lose its status as
a Partnership for federal income tax purposes.


                                  ARTICLE EIGHT

                 Transferability of a Limited Partner's Interest

         8.1 Restrictions on Transfers of Interests.

                  8.1.1 Notwithstanding any other provisions of this paragraph
         8.1, no sale, exchange, transfer, assignment or other disposition
         (collectively, a "Transfer") of all or any fraction of a Limited
         Partner's Interest may be made unless (a) such Transfer is effective as
         of the end of a fiscal quarter, (b) the General Partner gives its
         Consent (which Consent may be granted or withheld in the sole
         discretion of the General Partner) to such Transfer, and (c) in the
         opinion of responsible counsel (who may be counsel for the
         Partnership), satisfactory in form and substance to the General Partner
         (which opinion may be waived, in whole or in part, at the discretion of
         the General Partner provided that prompt notice of such waiver is given
         by the General Partner to the Limited Partners),

                            (i) such Transfer, when added to the total of all
                  other Transfers of Interests within the preceding 12 months,
                  would not result in the Partnership being considered to have
                  terminated within the meaning of Section 708 of the Internal
                  Revenue Code;

                           (ii) such Transfer would not violate the Securities
                  Act of 1933, as amended, or any state securities or "Blue Sky"
                  laws applicable to the Partnership or the Interest to be the
                  subject of such Transfer;

                          (iii) such Transfer would not cause the Partnership to
                  lose its status as a partnership for federal income tax
                  purposes or cause the Partnership to become subject to the
                  Investment Company Act of 1940, as amended (the "1940 Act");

                           (iv) such Transfer would not cause the equity
                  participation in the Partnership by "benefit plan investors"
                  to be "significant" as such terms are defined in section
                  2510.3-101(f)(2) and section 2510.3-101(f)(1), respectively,
                  of Part 2510 of Chapter XXV, Title 29 of the Code of Federal
                  Regulations; and


                                      -34-
<PAGE>   38
         any such opinion of counsel is delivered in writing to the Partnership
         not less than 10 days prior to the date of the Transfer; provided,
         however, that (x) the foregoing provisions of this paragraph 8.1.1
         shall not apply to a Transfer by a Limited Partner to another Partner
         or to a Person which succeeds to its business substantially in its
         entirety or which, directly or indirectly, owns a majority of the
         outstanding equity securities of such Limited Partner or is a
         majority-owned subsidiary of such Limited Partner (or of the Person of
         which such Limited Partner, directly or indirectly, is a majority-owned
         subsidiary), (y) any Limited Partner subject to insurance laws
         governing disposition of assets may make a Transfer of its Interest to
         a financial institution of equivalent quality and standing and (z) any
         Limited Partner that is a tax-exempt organization under Section 501 of
         the Internal Revenue Code may make a Transfer of its Interest if such a
         disposition is called for by a governmental agency, including the
         Internal Revenue Service. The General Partner agrees to cooperate with
         any Limited Partner making a Transfer by providing promptly such
         records and other factual information as may be reasonably requested
         with respect to any proposed Transfer. Each Limited Partner hereby
         severally agrees that it will not Transfer all or any fraction of its
         Interest in the Partnership, except as permitted by this Agreement.

                  8.1.2 No Interest nor any part thereof shall be the subject of
         a Transfer to a minor or an incompetent except in trust, pursuant to
         the Uniform Gifts to Minors Act, or by will, trust agreement or
         intestate succession.

                  8.1.3 Each Limited Partner agrees that it will, prior to the
         time the General Partner Consents to a Transfer of Interest by that
         Limited Partner, pay all reasonable expenses, including attorneys'
         fees, incurred by the Partnership in connection with such Transfer.

         8.2 Transferees.

                  8.2.1 The Partnership shall not recognize for any purpose any
         purported Transfer of all or any fraction of the Interest of a Limited
         Partner unless the provisions of paragraph 8.1 shall have been complied
         with and there shall have been filed with the Partnership a dated
         notice of such Transfer, in form satisfactory to the General Partner,
         executed and acknowledged by both the Limited Partner making, and the
         Person accepting, such Transfer (such Limited Partner making, a
         "Transferor" and such Person accepting, a "Transferee"), and such
         notice (i) contains the acceptance by the Transferee of all of the
         terms and provisions of this Agreement and its agreement to be bound
         thereby by executing a counterpart hereof and (ii) represents that such
         Transfer was made in accordance with all applicable laws and
         regulations.

                  8.2.2 Unless and until a Transferee of an Interest becomes a
         Substituted Limited Partner, such Transferee shall not be entitled to
         give Consents with respect to such Interest.

                  8.2.3 Subject to paragraph 8.2.4 hereof, any Transferor which
         shall Transfer all of its Interest shall cease to be a Limited Partner,
         except that, unless and until a Substituted Limited Partner is admitted
         in its stead, such Transferor shall retain the




                                      -35-
<PAGE>   39
         statutory rights of an assignor of a limited partner's interest under
         the Partnership Act and shall be entitled to give Consents with respect
         to such Interest.

                  8.2.4 Anything herein to the contrary notwithstanding, both
         the Partnership and the General Partner shall be entitled to treat the
         Transferor of an Interest as the absolute owner thereof in all
         respects, and shall incur no liability for distributions made in good
         faith to it, until such time as a notice that conforms to the
         requirements of paragraph 8.2.1 hereof has been received by the
         Partnership and accepted by the General Partner.

                  8.2.5 A Person who is the Transferee of all or any fraction of
         the Interest of a Transferor as permitted hereby but does not become a
         Substituted Limited Partner and who desires to make a further Transfer
         of such Interest, shall be subject to all of the provisions of this
         Article Eight to the same extent and in the same manner as any Limited
         Partner desiring to make a Transfer of its Interest.

         8.3 Substituted Limited Partner.

                  8.3.1 No Limited Partner shall have the right to substitute a
         purchaser, assignee, transferee, donee, heir, legatee, distributee or
         other recipient of all or any fraction of such Limited Partner's
         Interest as a Limited Partner in its place. Any such purchaser,
         assignee, transferee, donee, heir, legatee, distributee or other
         recipient of an Interest (whether pursuant to a voluntary or
         involuntary Transfer) shall be admitted to the Partnership as a
         Substituted Limited Partner only upon the Consent of the General
         Partner (which Consent may be granted or withheld in the sole
         discretion of the General Partner) and only upon (i) satisfying the
         requirements of paragraphs 8.1 and 8.2 hereof and (ii) an amendment (x)
         to Schedule A to this Agreement and (y) if required by then-effective
         law, to the Partnership's certificate of limited partnership, recorded
         in the proper records of each jurisdiction in which such recordation is
         necessary to qualify the Partnership to conduct business or to preserve
         the limited liability of the Limited Partners.

                  8.3.2 Each Substituted Limited Partner, as a condition to its
         admission as a Limited Partner, shall execute and acknowledge such
         instruments, in form and substance satisfactory to the General Partner,
         as the General Partner reasonably deems necessary or desirable to
         effectuate such admission and to confirm the agreement of the
         Substituted Limited Partner to be bound by all the terms and provisions
         of this Agreement with respect to the Interest acquired. All reasonable
         expenses, including attorneys' fees, incurred by the Partnership in
         this connection shall be borne by such Substituted Limited Partner.

                  8.3.3 Until a Transferee shall have been admitted to the
         Partnership as a Substituted Limited Partner pursuant to paragraph
         8.3.1 hereof, such Transferee shall be entitled to all of the rights of
         an assignee of a limited partner interest under the Partnership Act.

         8.4 Incapacity of a Limited Partner. In the event of the Incapacity of
a Limited Partner, the Partnership shall not be terminated, and the Limited
Partner's trustee in bankruptcy




                                      -36-
<PAGE>   40
or other legal representative shall have only the rights of a transferee of the
right to receive Partnership distributions applicable to the Interest of such
Limited Partner as provided herein. Any Transfer from such trustee in bankruptcy
or legal representative shall be subject to the provisions of this Agreement.

         8.5 Transfers During a Fiscal Year. In the event of the Transfer of a
Limited Partner's Interest at any time other than the end of a Fiscal Year, the
distributive shares of the various items of Partnership profit, income, gain,
deduction, loss, credit and allowance as computed for federal income tax
purposes shall be allocated between the Transferor and the Transferee in the
ratio of the number of days in the Fiscal Year before and after the Transfer,
unless the Transferor and the Transferee shall (i) have given the Partnership
written notice, on or before the January 15 following the year in which such
Transfer occurred, stating their agreement that such allocation shall be made on
some other basis permitted for federal income tax purposes, and (ii) agree to
reimburse the Partnership for any incremental accounting fees and other expenses
incurred by the Partnership in making such allocation.

         8.6 Elections Under the Internal Revenue Code. In the event of a
transfer of all or any part of a Limited Partner's Interest by sale or exchange,
the General Partner shall, at the request of such Limited Partner or its
successors in interest, cause the Partnership to elect (unless such election has
theretofore been made), pursuant to Section 754 of the Internal Revenue Code, to
adjust the basis of the Partnership's assets as provided by Sections 734 and 743
of the Internal Revenue Code; provided that either such Limited Partner or its
successor in interest makes provisions, reasonably satisfactory to the General
Partner, to reimburse the Partnership for all costs and expenses incurred by the
Partnership by virtue of such election and transfer. Thereafter, any additional
expenses incurred in connection with any subsequent transfer as a result of such
election shall be paid by the subsequent transferee. The Partnership shall
provide such Limited Partners, transferees or such successors with appropriate
verification of such costs and expenses. Nothing herein shall prevent the
General Partner from making an election pursuant to Section 754 of the Internal
Revenue Code at any other time.


                                  ARTICLE NINE

                          Dissolution, Liquidation and
                         Termination of the Partnership

         9.1 Dissolution. The Partnership shall be dissolved, wound up and
terminated upon the happening of any of the following events, except as provided
in paragraph 9.3.1 hereof:

                  (i) the expiration of its term;

                  (ii) upon at least 30 days' prior written notice to the
         Limited Partners of the election to dissolve the Partnership by the
         General Partner; provided that at least 51% in Percentage Interests of
         the Class A Limited Partners shall Consent thereto;

                  (iii) upon the sale or other disposition by the Partnership of
         all or substantially all of the Ownership Interests it owns on the date
         hereof;



                                      -37-
<PAGE>   41
                  (iv) upon at least 30 days' prior written notice to the
         General Partner of the election to dissolve the Partnership by the
         Class A Limited Partners; provided that at least 51% in Percentage
         Interests of the Class A Limited Partners Consent to such election and
         dissolution.

                  (v) the removal of the General Partner pursuant to paragraph
         7.3 hereof;

                  (vi) the Incapacity or withdrawal of the General Partner; or

                  (vii) termination required by operation of law.

         Dissolution of the Partnership shall be effective on the day on which
the event occurs giving rise to the dissolution, but the Partnership shall not
terminate until the certificate of limited partnership of the Partnership has
been canceled and the assets of the Partnership have been distributed as
provided in paragraph 9.2 hereof.

         9.2 Liquidation.

                  9.2.1 Upon dissolution of the Partnership, either the General
         Partner or a Person designated and approved to act as a liquidating
         trustee by the Consent of at least 51% in Percentage Interests of the
         Class A Limited Partners (the General Partner or such designated and
         approved Person being the "Liquidating Trustee") shall wind up the
         affairs of the Partnership and proceed within a reasonable period of
         time to sell or otherwise liquidate the assets of the Partnership and,
         after paying or making due provisions by the setting up of reserves for
         all liabilities to creditors of the Partnership to distribute the
         assets among the Partners in accordance with the provisions for the
         making of distributions set forth in this Agreement. Notwithstanding
         the foregoing, in the event that the Liquidating Trustee shall, in its
         absolute discretion, determine a sale or other disposition of part or
         all of the Partnership's investments would cause undue loss to the
         Partners or otherwise be impractical, the Liquidating Trustee may
         either defer liquidation of, and withhold from distribution for a
         reasonable time, any such investments or distribute part or all of such
         investments, pro rata, to the Partners in kind in accordance with
         paragraph 4.4 hereof.

                  9.2.2. In the Fiscal Year that the Partnership is dissolved,
         Net Income, Net Loss and any items specially allocated pursuant to
         paragraphs 4.1, 4.9 or 4.11 hereof shall be credited or charged to the
         Capital Accounts of the Partners in accordance with the provisions of
         Article Four hereof. In determining such Net Income, Net Loss, items
         specially allocated and the Capital Accounts of the Partners, if the
         Fair Market Value of Partnership assets to be distributed in kind
         exceeds ("book gain") or is less than ("book loss") the Partnership tax
         basis of such assets, to the extent not otherwise recognized to the
         Partnership, such book gain or book loss shall be taken into account in
         computing Net Income or Net Losses for such Fiscal Year for all
         purposes of crediting or charging the Capital Accounts of the Partners
         as if such assets had been sold. Thereupon, all of the remaining assets
         of the Partnership, or the proceeds therefrom, following such
         dissolution shall be distributed or used as follows and in the
         following order of priority:



                                      -38-
<PAGE>   42
                           (i) for the payment of the debts and liabilities of
                  the Partnership and the expenses of liquidation (other than
                  liabilities for distributions to Partners);

                           (ii) to the setting up of any reserves which the
                  Liquidating Trustee may deem reasonably necessary for any
                  contingent or unforeseen liabilities or obligations of the
                  Partnership; and

                          (iii) to the Partners, in proportion to the positive
                  balances in their Capital Accounts (as determined after any
                  adjustment to the Capital Accounts of the Partners pursuant to
                  this paragraph 9.2.2). (For purposes of the foregoing, any
                  distribution of property other than cash shall be treated as a
                  distribution of cash in the amount of the Fair Market Value of
                  the property distributed.)

                  9.2.3 When the Liquidating Trustee has complied with the
         foregoing liquidation plan, the Partners shall execute, acknowledge and
         cause to be filed an instrument evidencing the cancellation of the
         certificate of limited partnership of the Partnership.

         9.3 Continuation of the Partnership.

                  9.3.1. If any event described in paragraph 9.1(i), (iii), (v),
         or (vi) hereof occurs, then within 90 days after the occurrence of such
         event the Limited Partners shall hold a meeting and shall vote whether
         to continue the Partnership.

                           (a) In the case of an event described in paragraph
                  9.1(i), the Consent of at least 51% in Percentage Interests of
                  the Class A Limited Partners and of the General Partner shall
                  be required to continue the Partnership.

                           (b) In the case of an event described in paragraph
                  9.1(iii) hereof, the Partnership will be continued if legally
                  permissible with the General Partner as General Partner if at
                  least 51% in Percentage Interests of the Class A Limited
                  Partners, and the General Partner, give their Consent thereto.
                  If the General Partner does not give its Consent to continue,
                  at least 51% in Percentage Interests of the Class A Limited
                  Partners (excluding the General Partner, or any Affiliate
                  thereof) may at such time elect a new General Partner, to
                  serve as the General Partner of the Partnership, and such
                  event shall be deemed to have occurred immediately prior to
                  the occurrence of the event requiring such meeting and
                  Consent.

                           (c) A Consent of at least 51% in Percentage Interests
                  of the Class A Limited Partners in the case of the events
                  described in paragraphs 9.1 (v) or (vi) hereof shall be
                  necessary to continue the Partnership. In the event that such
                  Consent is given, at least 51% in Percentage Interests of the
                  Class A Limited Partners (excluding the General Partner, if it
                  is also a Limited Partner, or any Affiliate thereof) shall at
                  such time elect a new General Partner, to serve as the General
                  Partner of the Partnership, and such election shall be deemed
                  to have occurred immediately prior to the occurrence of the
                  event requiring such meeting and Consent. If, in the case of
                  the events described in paragraph 9.1 (vi) hereof, William R.
                  James shall not be in a condition of Incapacity the new
                  General




                                      -39-
<PAGE>   43
                  Partner, if one is elected, shall be, in William R. James'
                  sole discretion, either William R. James, a corporation 100%
                  of the voting stock of which is owned by William R. James, or
                  a Person controlled by William R. James.

                  In each of clauses (a), (b) and (c) above, provided the
         requisite Consent of the Class A Limited Partners is obtained, each
         Limited Partner shall be deemed to have given its Consent to the
         continuation, and the Partnership shall continue to own and the General
         Partner (or the new General Partner, as the case may be) shall continue
         to manage the Ownership Interests.

                  9.3.2 Upon the General Partner, or William R. James, ceasing
         to be the General Partner of the Partnership as provided in this
         Agreement, its, or his, liability as the General Partner shall cease as
         provided in the Partnership Act, and the Partnership shall promptly
         file an amendment to the Partnership's certificate of limited
         partnership and otherwise take all steps reasonably necessary under the
         Partnership Act to cause such cessation of liability.

                  9.3.3 Upon the General Partner ceasing to be the General
         Partner of the Partnership as provided in this Agreement (unless
         William R. James or a corporation 100% of the voting stock of which is
         owned by him becomes sole General Partner), the General Partner and its
         Affiliates shall resign from all directorships, officerships and
         engagements held by them in any Person in which the Partnership then
         holds Ownership Interests; provided that neither the General Partner
         nor any of its Affiliates shall be entitled to compensation solely for
         the act of its resignation from any such position in any such Person.

                  9.3.4 If the Partnership shall not be continued in accordance
         with paragraph 9.3.1 hereof, it shall be dissolved, wound up and
         terminated in accordance with paragraphs 9.1 and 9.2 hereof.

                  9.3.5 No General Partner shall be admitted to the Partnership
         pursuant to this paragraph 9.3 hereof unless an opinion of responsible
         counsel (who may be counsel for the Partnership) is delivered to the
         Partnership stating that admission of such General Partner will not
         cause the Partnership to lose its status as a Partnership for federal
         income tax purposes.

                  9.3.6 Upon the General Partner ceasing to be the General
         Partner of the Partnership as provided in this Agreement, the General
         Partner's general partner interest in the Partnership shall
         automatically be converted to an additional Interest as a Class A
         Limited Partner of the Partnership, with a Percentage Interest in the
         Partnership so converted equal to the Percentage Interest attributable
         to the General Partner's general partner Interest on the date on which
         the General Partner ceased being the General Partner; provided,
         however, that this paragraph 9.3.6 shall not apply if the General
         Partner ceases to be the General Partner of the Partnership and the
         provisions of paragraph 7.5 hereof apply.

                                   ARTICLE TEN



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<PAGE>   44
                                   Amendments

         10.1 Adoption of Amendments; Limitations Thereon.

                  10.1.1 Except as provided in paragraphs 3.3, 5.2, 8.3.1(ii)
         and 10.1 hereof, this Agreement is subject to alteration, amendment,
         modification or change only with the written Consent of the General
         Partner and at least 51% in Percentage Interests of Class A Limited
         Partners, or at least 51% in Percentage Interests of Class A Limited
         Partners without the Consent of the General Partner; provided, however,
         and notwithstanding anything to the contrary herein, that no
         alteration, amendment, modification or change to this Agreement may:

                           (i) add to, detract from or otherwise modify the
                  purposes of the Partnership without the Consent of all of the
                  Partners;

                           (ii) require any Partner to make any loan or capital
                  contribution or infusion to the Partnership; convert a Limited
                  Partner's Interest into a General Partner's Interest; modify
                  the limited liability of a Limited Partner; or increase the
                  liabilities or responsibilities of any Partner under this
                  Agreement; in each case, without the Consent of each such
                  affected Partner;

                           (iii) alter the Interest of any Class A Limited
                  Partner in income, gains and losses or amend or modify any
                  portion of Article Four without the Consent of at least 51% in
                  Percentage Interests of Class A Limited Partners; provided,
                  however, (x) that any such alteration, amendment or
                  modification shall affect each Class A Limited Partner on a
                  pro rata basis (determined based on the Percentage Interests
                  of such Class A Limited Partners at the time of such
                  alteration, amendment or modification), (y) that neither the
                  admission of additional Class A Limited Partners in accordance
                  with the terms of this Agreement nor the issuance or vesting
                  of additional Limited Partner Interests pursuant to paragraph
                  3.3 hereof, the attached Schedule C or the Option shall
                  constitute such an alteration, amendment or modification, and
                  (z) that no sale, lease, exchange, transfer or other
                  disposition (other than to the Partnership or any of its
                  subsidiaries) in any single transaction or series of related
                  transactions, of all or substantially all of the consolidated
                  assets of the Partnership, and no consolidation, merger or
                  business combination transaction involving the Partnership or
                  any subsidiary of the Partnership, in each case whether with
                  or without the Consent of the General Partner, shall
                  constitute such an alteration, amendment or modification;

                           (iv) alter the Interest of any Class B Limited
                  Partner in income, gains and losses or amend or modify any
                  portion of Article Four without the Consent of at least 51% in
                  Percentage Interests of Class B Limited Partners; provided,
                  however, (x) that any such alteration, amendment or
                  modification shall affect each Class B Limited Partner on a
                  pro rata basis (determined based on the Percentage Interests
                  of the Class B Limited Partners at the time of such
                  alteration, amendment or modification), (y) that neither the
                  admission of additional Class B


                                      -41-
<PAGE>   45
                  Limited Partners in accordance with the terms of this
                  Agreement nor the issuance of additional Limited Partner
                  Interests pursuant to paragraph 3.3 hereof, the attached
                  Schedule C or the Option shall constitute such an alteration,
                  amendment or modification, and (z) that no sale, lease,
                  exchange, transfer or other disposition (other than to the
                  Partnership or any of its subsidiaries) in any single
                  transaction or series of related transactions, of all or
                  substantially all of the consolidated assets of the
                  Partnership, and no consolidation, merger or business
                  combination transaction involving the Partnership or any
                  subsidiary of the Partnership, in each case whether with or
                  without the Consent of the General Partner, shall constitute
                  such an alteration, amendment or modification;

                           (v) alter the Interest of the General Partner in
                  income, gains and losses or amend or modify any portion of
                  Article Four without the Consent of the General Partner;
                  provided, however, (y) that neither the admission of
                  additional Limited Partners in accordance with the terms of
                  this Agreement nor the issuance of additional Limited Partner
                  Interests pursuant to paragraph 3.3 hereof, the attached
                  Schedule C or the Option shall constitute such an alteration,
                  amendment or modification, and (z) that no sale, lease,
                  exchange, transfer or other disposition (other than to the
                  Partnership or any of its subsidiaries) in any single
                  transaction or series of related transactions, of all or
                  substantially all of the consolidated assets of the
                  Partnership, and no consolidation, merger or business
                  combination transaction involving the Partnership or any
                  subsidiary of the Partnership, in each case whether with or
                  without the Consent of the General Partner, shall constitute
                  such an alteration, amendment or modification;

                           (vi) alter, amend, modify or change any portion of
                  Article Eight in a manner that would further restrict the
                  transferability of the Interest of any Limited Partner without
                  the Consent of all Limited Partners;

                           (vii) alter, amend, modify or change any provisions
                  hereof which require the Consent, action or approval of a
                  specified percentage in Percentage Interests of the Limited
                  Partners, or any class of Limited Partners, or of the General
                  Partner, or of James Communications Partners, without the
                  Consent of such specified percentage of Percentage Interests
                  of such Limited Partners, or such class of Limited Partners,
                  or of the General Partner, or of James Communications
                  Partners, as applicable;

                           (viii) alter, amend, modify or change the provisions
                  of Article One or Article Nine hereof, or paragraphs 3.3, 5.3,
                  5.4, 5.5, 5.6, 5.7, 6.1, 6.2, 7.1, 7.2, 7.3.2, 7.5, or 7.6
                  hereof, or the attached Schedule C, or, subject to paragraph
                  10.1.1(vi) hereof, this paragraph 10.1, without the Consent of
                  at least 51% in Percentage Interests of the Class A Limited
                  Partners and of the General Partner; provided, however, and
                  notwithstanding anything to the contrary herein, that
                  following any removal of James Communications Partner as
                  General Partner, paragraph 7.5.2 hereof may not be amended
                  without the consent of James Communications Partners.


                                      -42-
<PAGE>   46
                           (ix) extend the term of the Partnership without the
                  Consent of at least 51% in Percentage Interests of the Class A
                  Limited Partners and of the General Partner; or

                           (x) expand the Limited Partners' rights or powers
                  beyond the applicable standards of the FCC for exempting a
                  Limited Partner's investment in the Partnership from
                  attribution under 47 U.S.C. 553A (1987) and 47
                  C.F.R.Sections 76.501 or any successor provisions
                  thereof.

                  10.1.2 In addition to any amendments otherwise authorized
         hereby, this Agreement may be amended from time to time by the General
         Partner without the Consent of any of the Limited Partners (i) to add
         to the representations, duties or obligations of the General Partner or
         surrender any right or power granted to the General Partner herein;
         (ii) to cure any ambiguity or correct or supplement any provisions
         hereof which may be inconsistent with any other provision hereof, or
         correct any printing, stenographic or clerical errors or omissions;
         (iii) to admit one or more Substituted Limited Partners substituted
         therefor and withdraw one or more Limited Partners, in accordance with
         the terms of this Agreement; (iv) to amend Schedule A or Schedule B
         hereto, as applicable, to provide any necessary information regarding
         any Partner, any successor General Partner hereof or any Substituted
         Limited Partner; (v) as provided in paragraph 8.3.1(ii); and (vi) to
         reflect any change in the amount of the Capital Accounts or the
         Percentage Interest of any Partner in accordance with the terms of this
         Agreement; provided, however, that no amendment shall be adopted
         pursuant to this paragraph 10.1.2 unless (a) in the case of any
         amendment referred to in clause (i) or (ii) of this paragraph, such
         amendment would not alter the Interest of a Partner in income, gains or
         losses or distributions and such amendment is for the benefit of, or
         not adverse to, the Interests of the Limited Partners, and (b) such
         amendment would not, in the opinion of counsel for the Partnership,
         alter, or result in the alteration of, the limited liability of the
         Limited Partners or the status of the Partnership as a partnership for
         federal income tax purposes. The General Partner shall send each
         Limited Partner a copy of any amendment adopted pursuant to this
         paragraph 10.1.2.

                  10.1.3 Upon the adoption of any amendment to this Agreement,
         the amendment shall be executed by the General Partner and all of the
         Limited Partners and, if required by law, shall be recorded in the
         proper records of the State of Delaware and of each jurisdiction in
         which recordation is necessary for the Partnership to conduct business
         or to preserve the limited liability of the Limited Partners. Any such
         amendment may be executed by the General Partner on behalf of the
         Limited Partners pursuant to the power of attorney granted in paragraph
         12.1 hereof.

         10.2 Amendment of Certificate. In the event this Agreement shall be
amended pursuant to this Article Ten, the General Partner shall amend the
certificate of limited partnership of the Partnership to reflect such change if
such amendment is required by law or if the General Partner deems such amendment
to be desirable and shall make any other filings or publications required by law
or desirable to reflect such amendment, including any required filing for
recordation of any certificate of limited partnership or other instrument or
similar document of the type contemplated by paragraph 2.6 hereof.



                                      -43-
<PAGE>   47
                                 ARTICLE ELEVEN

                          Consents, Voting and Meetings

         11.1 Method of Giving Consent. Any Consent of a Partner may be given as
follows:

                   (i) by a written instrument labeled a "Consent" and given by
         such Partner at or prior to the doing of the act or thing for which the
         Consent is solicited, provided that such Consent shall not have been
         nullified by either notice to the General Partner by such Partner at or
         prior to the time of, or the negative vote by such Partner at, any
         meeting held to consider the doing of such act or thing; or

                  (ii) by the affirmative vote by such Partner to the doing of
         the act or thing for which the Consent is solicited at any meeting
         called and held to consider the doing of such act or thing.

         11.2 Meetings

                  11.2.1 (a) An annual meeting of Limited Partners for the
         review of Partnership matters and the transaction of such business as
         may properly come before it shall be held at such location in New York
         City or other location reasonably accessible to all the Limited
         Partners as shall be designated from time to time by the General
         Partner and set forth in the notice of meeting. The meeting shall be
         held on the second Tuesday of May of each and every year through and
         including the last year of the term of the Partnership, at 10:00
         o'clock a.m. New York City time or such other reasonable time as shall
         be designated in such notice. Written notice of the place, date and
         time of the meeting shall be given, either personally or by mail, to
         all Limited Partners not less than 10 nor more than 60 days before the
         date of the annual meeting. If mailed, the notice shall be addressed to
         each such Limited Partner at the address shown for such Partner in the
         records of the Partnership. The attendance by any Partner at an annual
         meeting in person or by proxy without objecting at the beginning of the
         meeting to the lack of notice of such meeting shall constitute a waiver
         of notice by such Partner.

                  (b) Special meetings of Limited Partners may be called at any
         time by the General Partner or any two Limited Partners for any
         purpose, including the consideration of a matter for which a Consent is
         being solicited or sought. Written notice of a special meeting stating
         the place in New York City, the date and hour of the meeting, the
         purpose or purposes for which it is called, and the names of the
         Partners by whom or at whose direction the meeting is called, shall be
         given, to each Limited Partner in the same manner as notice of the
         annual meeting. The attendance by any Partner at a special meeting in
         person or by proxy meeting objecting at the beginning of the meeting to
         the lack of notice of such meeting shall constitute a waiver of notice
         by such Partner.

                  (c) Limited Partners may participate in a meeting by means of
         conference telephone or similar communications equipment by means of
         which all members can hear each other, and participation in a meeting
         by such means shall be deemed to constitute presence in person at a
         meeting.



                                      -44-
<PAGE>   48
         11.3 Record Dates. The General Partner may set in advance a date for
determining the Limited Partners entitled to notice of and to vote at any
meeting. All record dates shall not be more than 60 days before the date of the
meeting to which such record date relates.

         11.4 Notices to Limited Partners: Designees; No Special Inducements.
The General Partner shall give all of the Limited Partners notice, in a notice
of meeting or otherwise, of any proposal or other matter required by any
provision of this Agreement or by law to be submitted for the consideration and
approval of the Limited Partners. Such notice shall include any information
required by the relevant provision of this Agreement or by law. Neither the
General Partner nor the Partnership shall solicit, request or negotiate for or
with respect to any proposed waiver or amendment of any of the provisions of
this Agreement or the Partnership's certificate of limited partnership or any
Consent by the Limited Partners unless each Limited Partner shall be informed
thereof by the General Partner or the Partnership, as the case may be, and shall
be afforded the opportunity of considering the same and shall be supplied with
sufficient information to enable it to make an informed decision with respect
thereto, provided, however, that upon obtaining the requisite Consents to take a
particular action, the General Partner may take such action before polling the
remaining Limited Partners provided that such remaining Limited Partners are
promptly advised by the General Partner of such action taken and of the identity
of the Limited Partners who have Consented thereto. Each Limited Partner shall
designate an individual or individuals to receive notices, attend meetings, give
consents and otherwise act on its behalf in matters regarding this Agreement and
the Partnership. Such individual or individuals so designated by a Limited
Partner may be removed at any time by the Limited Partner upon notice to the
General Partner. Neither the General Partner nor the Partnership shall, directly
or indirectly, pay or cause to be paid any remuneration, fee or other
consideration to any Limited Partner for or as an inducement to the entering
into by such Limited Partner of any waiver or amendment of any of the terms and
provisions of this Agreement or the Partnership's certificate of limited
partnership or the giving of any Consent, unless such remuneration is
concurrently paid on the same terms, in proportion to their respective Capital
Accounts to all the then Limited Partners.


                                 ARTICLE TWELVE

                                Power of Attorney

         12.1 Power of Attorney.

                  12.1.1 Each Limited Partner, by its execution hereof, hereby
         irrevocably makes, constitutes and appoints the General Partner and
         William R. James as its true and lawful agents and attorneys-in-fact,
         with full power of substitution and full power and authority in its
         name, place and stead, to make, execute, sign, acknowledge, swear to,
         record and file (i) any amendment to this Agreement which has been
         adopted as herein provided; (ii) the original certificate of limited
         partnership of the Partnership and all amendments thereto required or
         permitted by law or the provisions of this Agreement; (iii) all
         certificates and other instruments deemed advisable by the General
         Partner to carry out the provisions of this Agreement and applicable
         law or to permit the Partnership to become or to continue as a limited
         partnership or partnership wherein the Limited


                                      -45-
<PAGE>   49
         Partners have limited liability in each jurisdiction where the
         Partnership may be doing business; (iv) all instruments that the
         General Partner deems appropriate to reflect a change or modification
         of this Agreement or the Partnership in accordance with this Agreement
         including, without limitation, the admission of additional Limited
         Partners or the substitution of assignees as Substituted Limited
         Partners pursuant to the provisions of this Agreement; (v) all
         conveyances and other instruments or papers deemed advisable by the
         General Partner, including, without limitation, those to effect the
         dissolution and termination of the Partnership in accordance with the
         provisions of this Agreement; (vi) all fictitious or assumed name
         certificates required or permitted to be filed on behalf of the
         Partnership; and (vii) all other instruments or papers which may be
         required or permitted by law to be filed on behalf of the Partnership
         that are not inconsistent with the terms of this Agreement; provided,
         however, that the foregoing power of attorney shall not give the
         General Partner the right to do anything that diminishes the powers or
         increases the liabilities of the Limited Partners.

                  12.1.2 The foregoing power of attorney:

                           (a) is coupled with an interest, shall be irrevocable
                  and shall survive and not be affected by the subsequent
                  disability or the Incapacity of each Limited Partner;

                           (b) may be exercised by the General Partner or
                  William R. James either by signing separately as
                  attorney-in-fact for each Limited Partner or, after listing
                  all of the Limited Partners executing an instrument, by a
                  single signature of the General Partner or William R. James
                  acting as attorney-in-fact for all of them; and

                           (c) shall survive the delivery of an assignment by a
                  Limited Partner of the whole or any fraction of its Interest;
                  except that, where the assignee of the whole of such Limited
                  Partner's Interest has been approved by the General Partner
                  for admission to the Partnership as a Substituted Limited
                  Partner, the power of attorney of the assignor shall survive
                  the delivery of such assignment for the sole purpose of
                  enabling the General Partner or William R. James to execute,
                  swear to, acknowledge and file any instrument necessary or
                  appropriate to effect such substitution.

                  12.1.3 Each Limited Partner shall execute and deliver to the
         General Partner within 15 days after receipt of the General Partner's
         request therefor such further designations, powers-of-attorney and
         other instruments as the General Partner reasonably deems necessary to
         carry out the terms of this Agreement, provided that they are not
         inconsistent with the terms of this Agreement and that the foregoing
         shall not given the General Partner the right to do anything that
         diminishes the powers or increases the liabilities of the Limited
         Partners.


                                ARTICLE THIRTEEN

                 Records and Accounting; Reports; Fiscal Affairs





                                      -46-
<PAGE>   50
         13.1     Records and Accounting.

                  13.1.1 Proper and complete records and books of account of the
         business of the Partnership, including a list of the names, addresses
         and Interests of all Limited Partners, shall be maintained at the
         Partnership's principal place of business. Any Partner, or its duly
         authorized representatives, shall be entitled to a copy of the list of
         names, addresses and Interests of the Limited Partners, provided such
         information shall be used only for Partnership purposes. Each Limited
         Partner and its duly authorized representatives may, in connection with
         any purpose reasonably related to its Interest as a Limited Partner,
         visit and inspect any of the properties of the Partnership or the
         General Partner, examine their books of account, records, reports and
         other papers (to the extent the same pertain to the Partnership) which
         are not legally required to be kept confidential or secret, make copies
         and extracts therefrom, and request information relating to the
         affairs, finances and accounts of the Partnership from the General
         Partner and the independent public accountants of the Partnership (and
         by this provision the Partnership authorizes said accountants to
         provide information to each Limited Partner regarding the finances and
         affairs of the Partnership), all at such reasonable times and as often
         as may be reasonably requested; provided, however, that the Limited
         Partners shall not have the authority to direct or control such
         independent public accountants. The General Partner shall use its best
         efforts to cause each Person in which the Partnership then holds
         Ownership Interests to afford similar rights to information to any
         Limited Partner (and its duly authorized representatives) which may
         request to exercise such rights, provided, however, that the Limited
         Partners shall not have the authority to direct or control such
         Persons.

                  13.1.2 The books and records of the Partnership shall be kept
         on the accrual basis of accounting, and the accrual basis of accounting
         shall be followed by the Partnership for federal income tax purposes.
         The taxable year of the Partnership shall be its Fiscal Year.

         13.2 Annual Reports.

                  13.2.1 Within 90 days after the end of each Fiscal Year, the
         General Partner shall cause to be delivered to each Person who was a
         Partner at any time during the Fiscal Year, an annual report containing
         the following:

                           (i) financial statements of the Partnership,
                  including, without limitation, a balance sheet as of the end
                  of the Fiscal Year and statements of income, Partners' equity
                  and changes in financial position for such Fiscal Year, which
                  shall be prepared in accordance with generally accepted
                  accounting principles consistently applied and shall be
                  certified by a firm of independent certified public
                  accountants of recognized national standing;

                           (ii) a statement, in reasonable detail, showing the
                  Capital Account of each Partner and computing the
                  distributions to each Partner during such Fiscal Year;



                                      -47-
<PAGE>   51
                           (iii) a report containing a description of material
                  events regarding the business of the Partnership (including
                  material developments in the investments made by the
                  Partnership) during such Fiscal Year, a general description of
                  the business, and an overview of the investment activities, of
                  the Partnership during such Fiscal Year, including valuations
                  of Ownership Interests, and, with respect to the fourth
                  quarter of such Fiscal Year, the description required by
                  paragraph 13.4(a)(ii);

                           (iv) a calculation of the Management Fee for such
                  Fiscal Year;

                           (v) a statement of the amount of reimbursement for
                  operating expenses incurred during such Fiscal Year under
                  paragraph 5.6.1(vii) hereof and documentation of the
                  calculation of the average aggregate number of subscribers
                  during such Fiscal Year made in connection therewith; and

                           (vi) a statement, accompanied by a certificate of the
                  General Partner, as to the Fair Market Value of the
                  Partnership's Ownership Interests as of the end of such Fiscal
                  Year;

         and shall also so deliver, with respect to each Person in which the
         Partnership then holds Ownership Interests, copies of a balance sheet
         as of the end of such Person's fiscal year and statements of income,
         retained earnings and sources of funds for such fiscal year, all
         accompanied by a report thereon of the Partnership's independent public
         accountants.

                  13.2.2 The assets of the Partnership, to the extent they are
         in the form of securities (including Ownership Interests), shall be
         valued in accordance with the provisions of paragraph 6.2 hereof. All
         other assets of the Partnership shall be valued at their "Fair Market
         Value," except that for all purposes of this Agreement, no value shall
         ever be attributed to the firm name of the Partnership, or the right of
         its use, or to the good will appertaining to the Partnership or its
         business, either during the continuation of the Partnership or in the
         event of its dissolution and termination. Liabilities shall be
         determined in accordance with the method of accounting employed by the
         Partnership and may include reserves for estimated accrued expenses and
         reserves for unknown or unfixed liabilities or contingencies.

         13.3 Tax Information. Within 75 days after the end of each Fiscal Year,
the General Partner will cause to be delivered to each Person who was a Partner
at any time during such Fiscal Year, a Form K-l and such other information, if
any, with respect to the Partnership as may be necessary for the preparation of
such Partner's federal or state income tax (or information) returns, including a
statement showing each Partner's share of income, gain or loss and credits for
such Fiscal Year for federal or state income tax purposes.

         13.4 Interim Reports. (a) Within 45 days after the end of each quarter
of each Fiscal Year excepting the fourth quarter, the General Partner shall
cause to be delivered to each Person who was a Partner at any time during such
quarter, a report containing (i) an overview of the Partnership's portfolio,
including a summary of all Cable Systems in which investments were made by the
Partnership during such quarter; (ii) a description of such investment and the
terms




                                      -48-
<PAGE>   52
thereof; (iii) a description of any material event regarding the business of the
Partnership (including material developments in the investments made by the
Partnership) during such quarter; and (iv) an unaudited balance sheet and
statement of income for such quarter.

         (b) Ten days after the consummation of the acquisition of any Ownership
Interests, the General Partner shall cause to be delivered to each Person who
was a partner at the time of such acquisition a report summarizing the Cable
System(s) in which such investments were made and the material terms of such
investments.

         13.5 Partnership Funds. The funds of the Partnership may be deposited
in the name of the Partnership in one or more bank accounts in one or more
member banks of the Federal Reserve System with an unrestricted surplus of at
least $250,000,000, provided, however, that Partnership funds may be deposited
in any bank insured by the Federal Deposit Insurance Corporation for a period
not to exceed 30 days and, provided that at no time shall the amount of the
deposit in any account exceed the Federal Deposit Insurance Corporation's
coverage limitation in respect of such account. Withdrawals therefrom shall be
made upon such signature(s) as the General Partner may designate. No funds of
the Partnership shall be kept in any account other than a Partnership account;
funds shall not be commingled with the funds of any other Person; and the
General Partner shall not employ, or permit any other Person to employ, such
funds in any manner except for the benefit of the Partnership. The General
Partner will appoint a member bank or banks of the Federal Reserve System having
an unrestricted surplus of at least $250,000,000 to serve as custodian or
custodians of all securities held by the Partnership and may from time to time
and in its sole discretion, change such appointment to a different member bank
or banks.

         13.6 Elections. The determinations of the General Partner with respect
to the treatment of any item or its allocation for federal, state or local tax
purposes shall be binding upon all of the Partners so long as such determination
shall not be inconsistent with any express term hereof and provided that the
Partnership's accountants shall not disagree therewith.

         13.7 Other Information. With reasonable promptness, the General Partner
will deliver such other information available to the General Partner, including
financial statements and computations relating to any Person in which the
Partnership then holds Ownership Interests, as any Limited Partner may from time
to time reasonably request.


                                ARTICLE FOURTEEN

            Representations Warranties and Covenants of the Partners

         14.1 Representations Warranties and Covenants of the Limited Partners.
Each Limited Partner is fully aware that the Partnership and the General Partner
are relying upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and upon the truth
and accuracy of the following representations by each of the Limited Partners:
Each of the Limited Partners hereby represents and warrants that (i) its
Interest in the Partnership was being acquired for investment and not with a
view to the distribution or sale thereof, subject, however, to any requirement
of law that the disposition of its property shall at all times be within its
control; and (ii) unless an asterisk appears next to its




                                      -49-
<PAGE>   53
name on the signature page hereto, no portion of the assets invested by it in
the Partnership may consist of assets of an employee benefit plan as defined in
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (whether or not such plan is subject to Title I of ERISA) or
described in section 4975(e)(1) of the Internal Revenue Code, nor is it an
entity whose underlying assets may include plan assets by reason of a plan's
investment in the entity, determined after giving effect to the regulation
issued by the Department of Labor at section 2510.3-101 of Part 2510 of Chapter
XXV, Title 29 of the Code of Federal Regulations.

         14.2 Representations, Warranties and Certain Covenants of the General
Partner. The General Partner represents, warrants and covenants to each Limited
Partner that:

                  (a) Upon the filing of the Partnership's certificate of
         limited partnership with the Secretary of State of Delaware, the
         Partnership will be a duly organized and validly existing limited
         partnership under the laws of the State of Delaware with full power and
         authority to conduct its business as contemplated-in this Agreement.

                  (b) The General Partner is a duly organized and validly
         existing partnership under the laws of the State of Michigan, with full
         power and authority to perform its obligations herein.

                  (c) All action required to be taken by the General Partner and
         the Partnership as a condition to the issuance and sale of the
         Interests in the Partnership being purchased by the Limited Partners
         has been taken, the Interest in the Partnership of each Limited Partner
         represents a duly and validly issued limited partnership interest in
         the Partnership; and each Limited Partner of the Partnership is
         entitled to all the benefits of a Limited Partner under this Agreement
         and the Partnership Act.

                  (d) This Agreement has been duly authorized, executed and
         delivered by the General Partner and, upon due acceptance by each of
         the Limited Partners, will constitute the valid and legally binding
         agreement of the General Partner enforceable in accordance with its
         terms against the General Partner.

                  (e) The execution and delivery of this Agreement by the
         General Partner and the performance of its duties and obligations
         hereunder do not result in a breach of any of the terms, conditions or
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust, credit agreement, note or other evidence of
         indebtedness, or any lease or other agreement or understanding, or any
         license, permit, franchise or certificate, to which the General Partner
         is a party or by which it is bound or to which its properties are
         subject, or require any authorization or approval under or pursuant to
         any of the foregoing, or violate any statute, regulation, law, order,
         writ, injunction, judgment or decree to which the General Partner is
         subject.

                  (f) The General Partner is not in default (nor has any event
         occurred which with notice, lapse of time, or both, would constitute a
         default) in the performance of any obligation, agreement or condition
         contained in this Agreement, any indenture, mortgage, deed of trust,
         credit agreement, note or other evidence of indebtedness or any lease
         or other agreement or understanding, or any license, permit, franchise
         or certificate, to




                                      -50-
<PAGE>   54
         which it is a party or by which it is bound or which its properties are
         subject, nor is it in violation of any statute, regulation, law, order,
         writ, injunction, judgment or decree to which it is subject, which
         default or violation would materially adversely affect the business or
         financial condition of the General Partner or the Partnership or impair
         its ability to carry out its obligations under this Agreement.

                  (g) There is no litigation, investigation or other proceeding
         pending or, to the knowledge of the General Partner, threatened against
         the General Partner or any of its Affiliates which, if adversely
         determined, would materially adversely affect the business or financial
         condition of the General Partner.

                  (h) No consent, approval or authorization of, or filing,
         registration or qualification with, any court or governmental authority
         on the part of the General Partner or the Partnership (collectively,
         "Governmental Consents") is required for the execution and delivery of
         this Agreement by the General Partner, the performance of its or the
         Partnership's obligations and duties hereunder, or the issuance of
         Interests in the Partnership as contemplated hereby, except (i) any
         Governmental Consents which may be required of the Partnership solely
         by virtue of the nature of any Limited Partner; and (ii) any filings
         required under federal and state securities laws.

                  (i) The initial general partners of the General Partner were
         one Michigan Subchapter S corporation, Jamesco, Inc. (100% of the
         voting stock of which was owned by William R. James) and two
         individuals, Jim Randolph and C. Timothy Trenary. The present general
         partners of the General Partner are Jamesco, Inc., Trenary Corp., Ltd.
         (100% of the voting stock of which is owned by C. Timothy Trenary), and
         DKS Holdings, Inc. (100% of the voting stock of which is owned by
         Daniel K. Shoemaker). Neither the General Partner, the present general
         partners nor William R. James are in a condition of Incapacity. The
         General Partner will promptly give the Limited Partners notice of any
         change in the general partners of the General Partner or any changes in
         stock ownership thereof, or the material terms of the general
         partnership agreement. William R. James (or his personal representative
         should he die or suffer Disability of such nature that he cannot or
         does not notify the Partnership) will promptly, and in no event later
         than 3 days thereafter, give the Limited Partners notice if he ceases
         to have Control of the General Partner. Except as previously disclosed
         to the Limited Partners in writing, none of the General Partner, its
         present general partners, or Messrs. James, Trenary or Shoemaker or any
         Affiliates thereof are subject to any covenants not to compete or
         similar agreements relating to Cable Systems. Each of the Partnership,
         the General Partner and its Affiliates shall use its best efforts not
         to cause the Partnership to violate the provisions of 47 U.S.C. 533
         (1987 ) and 47 C.F.R. Sections 63.54-63.58 of the FCC regulations
         or any successor provisions thereof, and to conduct the business of the
         Partnership in accordance with all other federal, state and local laws
         and regulations applicable to the cable industry. The General Partner
         agrees to cause each holder of a general partnership interest in the
         General Partner to disclose to the Partnership Advisory Board any
         change in ownership thereof and, in the case of a holder that is a
         corporation or other entity, to disclose any changes in the share or
         other equity ownership of such entity, in all cases substantially
         contemporaneously with entering into a binding agreement to transfer
         such ownership. Each of the Limited Partners has been supplied a




                                      -51-
<PAGE>   55
         true, complete and accurate copy of the General Partnership Agreement
         of the General Partner, and upon the request of any Limited Partner,
         each Limited Partner shall receive a true, complete and accurate copy
         of any amendment thereto. Such copies shall also be provided
         substantially contemporaneously upon effectiveness thereof to all
         members of the Partnership Advisory Board.

                  (j) At all time either or both of the following statements is
         or will be true with respect to the Partnership: (x) the Partnership is
         an "operating company" or a "venture capital operating company", as
         such terms are defined in section 2510.3-101(c) or (d), respectively,
         of Part 2510 of Chapter XXV, Title 29 of the Code of Federal
         Regulations; or (y) the equity participation in the Partnership by
         "benefit plan investors" is not "significant" as such terms are defined
         in section 2510.3-101(f)(2) and section 2510.3-101(f)(1), respectively,
         of such regulations.


                                 ARTICLE FIFTEEN

                                  Miscellaneous

         15.1 Notices.

                  15.1.1 Any Notice to any Limited Partner shall be at the
         address of such Partner set forth in Schedule A or Schedule B hereto,
         as applicable, or such other mailing address of which such Limited
         Partner shall advise the General Partner in writing. Any notice to the
         Partnership or the General Partner shall be at the principal office of
         the Partnership as set forth in paragraph 2.3 hereof. The General
         Partner may at any time change the location of such office. Notice of
         any such change shall be given to the Partners on or before the date of
         any such change.

                  15.1.2 Any notice shall be deemed to have been duly given if
         personally delivered or sent by United States mails as described below
         or by telegram or telex confirmed by letter and will be deemed
         received, unless earlier received, (i) if sent by certified or
         registered mail, return receipt requested, when actually received, (ii)
         if sent by United States Express Mail or overnight courier, when
         actually received, (iii) if sent by telegram or telex or facsimile
         transmission, on the date sent provided confirmatory notice is sent by
         United States Express Mail or overnight courier, and (iv) if delivered
         by hand, on the date of the receipt.

                  15.1.3 In any circumstance where notice, information or
         reports are required under the terms of this Agreement to be sent to
         the Limited Partners, such notice, information or reports shall, at the
         same time, be given to Sandler as though Sandler were a Limited
         Partner.

         15.2 Governing Law: Separability of Provisions. It is the intention of
the parties that the internal laws of the State of Delaware and, in particular,
the provisions of the Partnership Act shall govern the validity of this
Agreement, the construction of its terms and interpretation of the rights and
duties of the parties. If any provision of this Agreement shall be held to be
invalid, the remainder of this Agreement shall not be affected thereby.



                                      -52-
<PAGE>   56
         15.3 Entire Agreement. This instrument amends and restates the Original
Agreement, as amended and restated prior to the date hereof, in its entirety. It
is the intent and purpose of the Partners, by executing this instrument, to
ratify, confirm and reaffirm Original Agreement and all of its terms and
provisions, all as amended and restated to date, in their entirety, all as
amended and restated by this instrument. This instrument constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter of this
instrument and the Partnership. There are no representations, agreement,
arrangements or understandings, oral or written, between or among the Partners
relating only to the subject matter of this Agreement which are not fully
expressed herein. This Agreement may not be modified or amended other than
pursuant to Article Ten hereof.

         15.4 Headings etc. The headings in this Agreement are inserted for
convenience of reference only and shall not affect the interpretation of this
Agreement. Wherever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns stated in either the masculine or the neuter gender shall include the
masculine, the feminine and the neuter.

         15.5 Binding Provisions. The covenants and agreements contained herein
shall be binding upon and inure to the benefit of the heirs, executors,
administrators, personal or legal representatives, successors and assigns of the
respective parties hereto.

         15.6 No Waiver; Creditor's Rights. The failure of any Partner to seek
redress for violation, or to insist on strict performance, of any covenant or
condition of this Agreement shall not prevent a subsequent act which would have
constituted a violation from having the effect of an original violation. To the
extent amounts shall be owing to a Partner and not paid pursuant to the terms of
this Agreement or any other instrument to which any entity in which the
Partnership has an Ownership Interest is a party, such Partner shall not be
precluded by virtue of its status as a Partner from bringing an action or
otherwise seeking to enforce any remedies that it may have at law or in equity
against the Partnership or the General Partner or such other entity and shall
not be liable for any loss resulting from such actions to the Partnership or any
Partners.

         15.7 Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, Consents, waivers, amendments
and modifications which may hereafter be executed, and certificates and other
information previously or hereafter furnished to any Limited Partner, may be
reproduced by it by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process, and any Limited Partner may
destroy any original document so reproduced. The Partnership, the General
Partner and each Limited Partner agree and stipulate that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by a Limited Partner in the regular
course of business) and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.

         15.8 No Right to Partition. The Partners, on behalf of themselves and
their shareholders, partners, heirs, executors, administrators, personal or
legal representatives, successors and assigns, if any, hereby specifically
renounce, waive and forfeit all rights, whether arising under contract or
statute or by operation of law, to seek, bring or maintain any action in




                                      -53-
<PAGE>   57
any court of law or equity for partition of the Partnership or any asset of the
Partnership, or any interest which is considered to be Partnership property,
regardless of them manner in which is considered to be Partnership property,
regardless of the manner in which title to any such property may be held.

         15.9 ERISA Undertakings. If the assets of the Partnership at any time
are "plan assets" for the purposes of Title I of ERISA or Section 4975 of the
Internal Revenue Code with respect to any employee benefit plan subject to
either such provision: (i) each Limited Partner which is, directly or
indirectly, such a plan or the fiduciary of such plan shall, at the request of
the General Partner, identify to the General Partner the parties in interest and
is a disqualified persons (as defined in sections 3 of ERISA and 4975 of the
Internal Revenue Code, respectively) with respect to any such plan whose
identity or character is such that such Limited Partner might reasonably expect,
based solely on such person's relationship to the plan or fiduciary, the
Partnership to have non-exempt dealings with such person; and (ii) the General
Partner shall take any action that may be necessary to assure that the
operations of the Partnership will not involve a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Internal Revenue Code with respect
to any such plan or any fiduciary thereof.

         15.10 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument, provided that each such counterpart
shall be executed by the General Partner.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                      -54-
<PAGE>   58
         IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands as of the date first above written.


                     By: JAMES COMMUNICATIONS PARTNERS,
                         General Partner of James Cable Partners, L.P.
                         and a Michigan general partnership

                         By: JAMESCO, INC., a general partner of James
                             Communications Partners and a Michigan corporation


                         By: _________________________________________
                             William R. James
                             President of Jamesco, Inc.



                                      -55-
<PAGE>   59
                SIGNATURE PAGE TO THE JAMES CABLE PARTNERS, L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP



         IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands as of the ___ day of December, 1999.




                                 -----------------------------------------
                                 Print Name of Class A Limited Partner



                                 By:      Signature of Limited Partner
                                          or Authorized Signatory



                                 -----------------------------------------
                                 Print Name of Authorized Signatory



                                 -----------------------------------------
                                 Title of Authorized Signatory


                                      -56-
<PAGE>   60
                SIGNATURE PAGE TO THE JAMES CABLE PARTNERS, L.P.
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP



         IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands as of the _______ day of December, 1999.




                                  -----------------------------------------
                                  Print Name of Class B Limited Partner



                                  By:      Signature of Limited Partner
                                           or Authorized Signatory



                                  -----------------------------------------
                                  Print Name of Authorized Signatory



                                  -----------------------------------------
                                  Title of Authorized Signatory



                                      -57-
<PAGE>   61
                                   SCHEDULE A

                                 GENERAL PARTNER
                                       AND
                            CLASS A LIMITED PARTNERS


<TABLE>
<CAPTION>
General Partner:
Name and Address                                         Percentage Interest
<S>                                                      <C>
James Communications Partners                                        0.9483%
710 N. Woodward Ave.
Bloomfield Hills, Michigan  48304
</TABLE>

<TABLE>
<CAPTION>
Class A Limited Partners:
Name and Address                                         Percentage Interest
<S>                                                      <C>
SCP James Acquisition LLC                                           88.1231%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

James Communications Partners                                        3.1971%
710 N. Woodward Ave.
Bloomfield Hills, Michigan  48304

Harvey Sandler                                                       1.7413%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

1998 Kornreich Trust                                                 1.3131%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Mike Marocco                                                         1.2886%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel
</TABLE>


                                      A-1
<PAGE>   62
<TABLE>
<CAPTION>
Name and Address                                         Percentage Interest
<S>                                                      <C>
James Greenwald                                                      0.4639%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

John T. Woodruff                                                     0.4639%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Leon Meyers                                                          0.4357%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Barry Lewis                                                          0.4315%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Windsong Partners                                                    0.3991%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Andrew Sandler                                                       0.2818%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Woodland Partners                                                    0.1995%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel
</TABLE>


                                      A-2
<PAGE>   63
<TABLE>
<CAPTION>
Name and Address                                         Percentage Interest
<S>                                                      <C>
Barry Fingerhut                                                      0.1995%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Irwin Leiber                                                         0.1995%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Doug Schimmel                                                        0.1559%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Hannah Stone                                                         0.1559%
c/o Sandler Capital Management
767 Fifth Avenue, 45th Floor
New York, New York  10153
Attention:  Douglas E. Schimmel

Harold T. King                                                       0.0022%
</TABLE>


                                      A-3
<PAGE>   64
                                   SCHEDULE B

                            CLASS B LIMITED PARTNERS



<TABLE>
<CAPTION>
                                                                   Initial
Name and Address                       Percentage Interest     Capital Account
<S>                                    <C>                     <C>
James Communications Partners                2.625%               $6,221.00
710 N. Woodward Ave.
Bloomfield Hills, Michigan  48304
</TABLE>


                                      B-1
<PAGE>   65
                                   SCHEDULE C

                              APPLICABLE PERCENTAGE


         The Percentage Interest of all Class B Limited Partners, as Class B
Limited Partners, is 2.625%, as set forth on the attached Schedule B on the date
of this Agreement. As of any date of determination, the portion of such
Percentage Interest that is the Applicable Percentage for purposes of this
Agreement shall be determined in accordance with the provisions set forth on
this Schedule C.

         (a) Until 5:00 p.m. (Detroit, Michigan time) on December 28, 2000, the
Applicable Percentage shall be equal to 0%. From and after 5:00 p.m. (Detroit,
Michigan time) on December 28, 2000 and until 5:00 p.m. (Detroit, Michigan time)
on December 28, 2001, the Applicable Percentage shall be equal to one-fourth of
such Percentage Interest (0.65625%). From and after 5:00 p.m. (Detroit, Michigan
time) on December 28, 2001 and until 5:00 p.m. (Detroit, Michigan time) on
December 28, 2002, the Applicable Percentage shall be equal to one-half of such
Percentage Interest (1.3125%). From and after 5:00 p.m. (Detroit, Michigan time)
on December 28, 2002 and until 5:00 p.m. (Detroit, Michigan time) on December
28, 2003, the Applicable Percentage shall be equal to three-fourths of such
Percentage Interest (1.96875%). From and after 5:00 p.m. (Detroit, Michigan
time) on December 28, 2003 the Applicable Percentage shall be equal to such
Percentage Interest (2.625%). Notwithstanding anything to the contrary express
or implied in this Schedule C or the Agreement, upon a "Change of Control" (as
hereinafter defined) the Applicable Percentage shall be, and shall be deemed to
be, equal to such Percentage Interest (2.625%).

         (b) As used in this Schedule C, the following terms shall have the
following meanings:

                  "Asset Sale" means the consummation of any sale, lease,
         exchange, transfer or other disposition (other than to the Partnership
         or any of its subsidiaries) in any single transaction or series of
         related transactions, of all or substantially all of the consolidated
         assets of the Partnership and with respect to which the General Partner
         does not Consent.

                  "Change of Control" means (i) any Asset Sale, or (ii) any LP
         Transfer, or (iii) any Merger.

                  "LP Transfer" means the acquisition, or agreement to acquire,
         in one transaction or a series of related transactions, by any person,
         entity or "group" (as such term is defined or used in Section 13d(3) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
         of ownership (including beneficial ownership (as such term is defined
         or used in Rule 13d-3 under the Exchange Act)), directly or indirectly
         (including rights or options to acquire such ownership), of any
         Interests of any Class A Limited Partner if, as a result of such
         acquisition, such person, entity or group, together with its
         "affiliates" (as such term is defined or used in Rule 12b-2 under the
         Exchange Act) and "associates" (as such term is defined or used in Rule
         12b-2 under the Exchange Act), would own (including beneficial
         ownership), directly or indirectly (including rights or options to
         acquire such ownership), 50% or more of the Interests of all Class A
         Limited Partners then outstanding. For purposes of the foregoing
         definition: (i) the formation of a group by, or that includes, one or
         more Limited Partners shall be deemed to be an acquisition by each
         member of the group of all of the Interests owned (including beneficial
         ownership), directly or indirectly (including rights or


                                      C-1
<PAGE>   66
         options to acquire such ownership), by every other member of the group;
         and (ii) neither the execution and delivery of the Limited Partnership
         Interest Purchase Agreement of even date herewith by and among SCP
         James Acquisition LLC, a Delaware limited liability company, the
         Partnership and the Sellers listed on Schedule 1 thereto, nor the
         completion of the transactions contemplated by such instrument, shall
         constitute a "LP Transfer."

                  "Merger" means the consummation any consolidation, merger or
         business combination transaction involving the Partnership or any
         subsidiary of the Partnership and with respect to which the General
         Partner does not Consent.


                                      C-2