TRANSACTION AGREEMENT

AGREEMENT dated as of May 31, 1994 among Glenn R. Jones, a resident
of Colorado ("Jones"), Jones International, Ltd., a Colorado corporation
("International"), Bell Canada International Inc., a Canadian corporation
("Investor") and Jones Spacelink, Ltd. ("Spacelink").

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Definitions. (a) Terms defined in the Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of the date hereof between
Investor and Jones Intercable, Inc. (the "Company") and not otherwise defined
herein have, as used herein, the respective meanings provided for in the Stock
Purchase Agreement.

(b) The following additional terms, as used herein, have the
following meanings:

"Additional Investments" means the investments by Investor in
Education, Lightwave and Entertainment contemplated by (i) the Stock Purchase
Agreement dated as of the date hereof between Investor and Education, (ii) the
Securities Purchase Agreement dated as of the date hereof between Investor and
Lightwave and (iii) the Stock Purchase Agreement dated as of the date hereof
between Investor and Entertainment.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority (whe-
ther by opinion, order, policy statement or other similar documents), or any
directive of any Governmental Authority.

"Education" means Jones Education Networks, Inc., a Colorado
corporation.

"Entertainment" means Jones Entertainment Group, Ltd., a Colorado
corporation.
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"Existing Option" means the option to purchase 200,000 shares of
Common Stock granted by the Company to Jones on March 11, 1993 pursuant to the
1992 Stock Option Plan of the Company.

"Lightwave" means Jones Lightwave, Ltd., a Colorado corporation.

"Option Agreements" means the Option Agreements entered into on the
Closing Date, as contemplated by the terms of this Agreement.

"Optioned Shares" means either (I) in the event the Spacelink
Transaction is consummated, (x) the 193,160 shares of Common Stock to be
received by Jones pursuant to the Spacelink Transaction, the 25,000 shares of
Common Stock owned by Jones and the 200,000 shares of Common Stock to be
purchased by Jones upon exercise of the Existing Option and (y) the 2,029,821
shares of Common Stock to be received by International pursuant to the
Spacelink Transaction and the 202,769 shares of Common Stock owned by
International, or (II) in the event the Alternative Transaction is consum-
mated, (x) the 2,859,240 shares of Common Stock owned by Spacelink, (y) the
25,000 shares of Common Stock owned by Jones and the 200,000 shares Common
Stock to be purchased by Jones upon exercise of the Existing Option and (z) the
202,769 shares of Common Stock owned by International.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Spacelink Class A Common Stock" means the Class A Common Stock, par
value $0.01 per share, of Spacelink.

"Spacelink Class B Common Stock" means the Class B Common Stock, par
value $0.01 per share, of Spacelink.

"Spacelink Stock" means the Spacelink Class A Common Stock and the
Spacelink Class B Common Stock.

"Transfer" means, with respect to any securities, any direct or
indirect sale, assignment, transfer, grant of a participation in, pledge, gift
or other disposition thereof, without regard to whether such disposition is
for consideration.

Acquisition Proposal 4.2
Alternative Transaction 2.2

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Alternative Transaction Notice 2.2
Material Sale Transaction 4.3
Newco 2.1
Newtrust 2.1
Restricted Persons 4.2
Ruling Request 2.2

ARTICLE 2

THE CONTROL OPTION

2.1. Agreement to Grant and Purchase the Control Option. Unless an
Alternative Transaction Notice is delivered pursuant to Section 2.2(a):

(a) International will (i) organize a corporation under the laws of
the state of Delaware having a certificate of incorporation in the form
attached as Exhibit C hereto ("Newco"), (ii) contribute to Newco all of the
Optioned Shares owned by it in exchange for all of the shares of common stock
of Newco and (iii) cause Newco to grant to Investor (or its agent) an option to
purchase such Optioned Shares pursuant to the terms and conditions of the
Option Agreement attached hereto as Exhibit A;

(b) Jones will (i) organize a business trust under the laws of the
state of Delaware having governance provisions substantially similar to Newco
("Newtrust"), (ii) exercise the Existing Option, (iii) contribute to Newtrust
all of the Optioned Shares owned by him in exchange for all of the residual
beneficial interests in Newtrust and (iv) cause Newtrust to grant to Investor
(or its agent) an option to purchase such Optioned Shares pursuant to the terms
and conditions of the Option Agreement attached hereto as Exhibit A (with such
modifications to Article V thereof as are necessary to reflect the fact that
Newtrust is a business trust); and

(c) Investor will purchase at the Closing, or cause its agent to
purchase, from each of Newco and Newtrust options to purchase the Optioned
Shares pursuant to the terms and conditions of the Option Agreements, in each
case for an amount in cash equal to $19.00 per Optioned Share.

2.2. Alternative Transaction. (a) An Alternative Transaction
Notice will be in writing and delivered to all parties hereto and may be
delivered by Jones or Investor in the following circumstances:

(i) by Jones at any time,

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(ii) by Investor at any time after December 15, 1994, or

(iii) by Investor at any time after the request for a private
letter ruling submitted by Spacelink, Intercable, Jones and
International and dated May 31, 1994 (the "Ruling Request") is
withdrawn or the Internal Revenue Service indicates that it is likely
it will not grant the relief sought in the Ruling Request.

(b) If an Alternative Transaction Notice is delivered pursuant to
paragraph (a) above, in lieu of the transactions contemplated by Section 2.1,
the parties agree as follows (collectively, the "Alternative Transaction"):

(i) the Spacelink Agreement will be terminated and be of no
further force or effect;

(ii) Spacelink will (x) organize Newco, (y) contribute to Newco
all of the Optioned Shares owned by it in exchange for all of the
shares of common stock of Newco and (z) cause Newco to grant to
Investor (or its agent) an option to purchase such Optioned Shares
pursuant to the terms and conditions of the Option Agreement attached
hereto as Exhibit B;

(iii) each of International and Jones will grant to Investor (or
its agent) an option to purchase the Optioned Shares owned by it
pursuant to the terms and conditions of the Option Agreement attached
hereto as Exhibit A (with such modifications to Article V thereof as
are necessary to reflect the fact that Jones is a natural person);

(iv) at Closing, Investor will purchase, or cause its agent to
purchase, from each of Jones, International and the Newco organized by
Spacelink, options to purchase the Optioned Shares pursuant to the
terms and conditions of the relevant Option Agreement, for an amount
in cash equal to $19.00 per Optioned Share; and

(v) at Closing, the parties hereto will enter into the
Shareholders Agreement attached hereto as Exhibit D in lieu of the
Share-

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holders Agreement attached as Exhibit D to the Stock Purchase
Agreement.

(c) Notwithstanding anything to the contrary in this Agreement,
Jones may elect to proceed with the Spacelink Agreement (regardless of whether
an Alternative Transaction Notice has been delivered or the status of the
Ruling Request) if the following conditions are satisfied:

(i) International and the Company shall have entered into the
Indemnification Agreement attached hereto as Exhibit F; and

(ii) the Company will have received an opinion described in
Exhibit G.

(d) In the event Investor delivers an Alternative Transaction
Notice pursuant to paragraph (a) above, subject to Jones' rights under
paragraph (c) above Spacelink will deliver a termination notice to Intercable
under Section 8.1 of the Spacelink Agreement.

2.3. Conditions. (a) The obligations of each of the parties
hereto to consummate the transactions contemplated by Sections 2.1 and 2.2
are each subject to the simultaneous Closing under the Stock Purchase
Agreement and the purchase agreements relating to the Additional Investments.
The parties hereto acknowledge that (i) none of the closings under the Stock
Purchase Agreement or the purchase agreements relating to the Additional
Investments will occur unless all of such closings occur simultaneously and
(ii) none of International, Jones or Spacelink will have any obligation to
enter into the Option Agreements unless all of such closings are consummated
simultaneously with the execution and delivery of the Option Agreements as
provided herein.

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(b) The obligations of each of Jones, International and, in the
case of the Alternative Transaction, Spacelink, under this Article 2 and
Section 3.1 are each subject to the satisfaction or, to the extent legally
permissible, waiver by each such party at or prior to the Closing of the
following further conditions:

(i) Investor shall have performed in all material respects all
obligations required to be performed by it under this Agreement on or
prior to the Closing Date.

(ii) The representations and warranties of Investor contained
in this Agreement and in the Option Agreements and in any certificate
delivered by Investor pursuant hereto shall be true in all material
respects at and as of the Closing Date, as if made at and as of such
date.

(iii) Investor shall have made the Additional Investments.

(iv) There shall not have occurred after the date hereof a
Change in Law that would cause the representations of the grantor in
Sections 5.3, 5.4 and 5.5 of the Option Agreements to be untrue in a
material respect.

(c) The obligations of Investor under this Article 2 and Section
3.1 are subject to the satisfaction or, to the extent legally permissible,
waiver by Investor at or prior to the Closing of the following further
conditions:

(i) Each of Jones, International and, in the case of the
Alternative Transaction, Spacelink, shall have performed in all
material respects all obligations required to be performed by him or
it, as the case may be, under this Agreement on or prior to the
Closing Date.

(ii) The representations and warranties of Jones, International
and Spacelink contained in this Agreement, the grantors contained in
the Option Agreements and in any certificate delivered by Jones or
International or, in the case of the Alternative Transaction,
Spacelink, pursuant hereto shall be true in all material respects at
and as of the Closing Date, as if made at and as of such date.

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(iii) There shall not have occurred after the date hereof a
Change in Law that would cause the representations of Investor in
Sections 6.2, 6.3 and 6.4 of the Option Agreements to be untrue in a
material respect.

(iv) The number of Optioned Shares will represent more than 51%
of the outstanding shares of Common Stock (assuming the conversion of
all outstanding options to purchase shares of Common Stock).

2.4. Options on Additional Shares of Common Stock. To the extent
available without triggering adverse tax consequences to the JI Group Entities,
on not less than ten days prior written notice to Jones, at the Closing
Investor will purchase (or cause to be purchased) an option on any shares of
Common Stock owned by any JI Group Entity (including any such shares to be
received in connection with the Spacelink Transaction) that are not Optioned
Shares, on the same terms and conditions as set forth in the Option Agreements.

ARTICLE 3

COVENANTS

3.1. Execution of Certain Agreements. (a) At Closing, each of the
parties hereto will execute and deliver each of the Related Agreements to which
such party is a party.

(b) At Closing, Investor will execute and deliver, and
International will cause Jones Financial Group, Inc. to execute and deliver,
the Fee Sharing Agreement attached hereto as Exhibit E.

(c) At Closing, each of Investor, Jones and International will
execute and deliver the shareholders agreements contemplated by the Additional
Investments.

3.2. Agreement to Vote. Each of the parties hereto will vote or
cause to be voted all shares of Capital Stock or Spacelink Stock owned or
controlled by it at any regular or special meeting of shareholders of the
Company or Spacelink to approve the Intercable Proposals and the Spacelink
Proposals.

3.3. Reasonable Efforts. Subject to the terms and conditions of
this Agreement and the other agreements pursuant to which the Transactions are
to be consummated,

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each of the parties hereto will use their reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary
or desirable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement and the other Transactions. Each
of the parties hereto agrees to use reasonable efforts to execute and deliver
such other documents, certificates, agreements and other writings and to take
such other actions as may be necessary or desirable (including making filings
and seeking consents and approvals) in order to consummate or implement
expeditiously transactions contemplated by this Agreement and the Transactions.
Each of the parties hereto agrees to keep the other parties hereto informed as
to all material developments and communications relating to the Ruling Request.

3.4. Transfer Restrictions. (a) Except as contemplated by this
Agreement and the Spacelink Agreement, without the consent of Investor until
the termination of this Agreement pursuant to Section 6.2, each of Jones and
International shall not, and shall cause other JI Group Entities not to,
directly or indirectly, (i) grant any proxies (other than a revocable proxy
granted in connection with a meeting of stockholders) or enter into any voting
trust or other agreement or arrangement with respect to the voting of any
shares of capital stock of the Company or Spacelink, (ii) sell, assign,
transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
shares of capital stock of the Company or Spacelink (excluding grants of
employee options to Jones) or (iii) seek or solicit any transaction or
arrangement described in clauses (i) and (ii).

(b) Except as contemplated by this Agreement and the Spacelink
Agreement, without the consent of Investor until the termination of this
Agreement pursuant to Section 6.2, Spacelink shall not, and shall cause other
Spacelink Group Entities not to, directly or indirectly, (i) grant any proxies
(other than a revocable proxy granted in connection with a meeting of
stockholders) or enter into any voting trust or other agreement or arrangement
with respect to the voting of any shares of capital stock of the Company, (ii)
sell, assign, transfer, encumber or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance or other disposition
of, any shares of capital stock of the Company or (iii) seek or solicit any
transaction or arrangement described in clauses (i) and (ii).

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3.5. Public Announcements. The parties hereto agree to consult
with each other before issuing (or allowing their Affiliates or Subsidiaries to
issue) any press release with respect to any of the transactions contemplated
by this Agreement or the Transactions and, except as may be required by
applicable law or any listing agreement with any national securities exchange,
will not issue any such press release or make any such public statement prior
to such consultation.

ARTICLE 4

ADDITIONAL COVENANTS

4.1. Transfer of Property. (a) Prior to the Closing,
International will cause the JI Group Entities to (i) transfer to the Company
all logos, trademarks, service marks, trade names and other names owned, leased
or licensed by a JI Group Entity that are used or held for use by an Intercable
Group Entity in connection with the conduct of its business, (ii) transfer to
the Company all rights of Jones Programming Services, Inc. under programming
agreements pursuant to which the Intercable Group Entities carry programming on
their Systems and (iii) agree on reasonable terms to continue to make available
to the Intercable Group Entities such other Intellectual Property Rights owned,
leased or licensed by a JI Group Entity that are used or held for use by an
Intercable Group Entity in connection with the conduct of its business.

(b) Prior to the Closing, Jones and International will cause Jones
Interactive Inc. to execute and deliver an agreement with the Company in form
and substance reasonably satisfactory to Investor.

4.2. Other Offers. (a) From the date hereof until the termination
of this Agreement pursuant to Section 6.2, no Restricted Person will, directly
or indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal or (ii) subject, in the case of Jones to his fiduciary
duties as a member of the Board of Directors of the Company under applicable
law as advised by counsel to the Company, with a view to pursuing an Acqui-
sition Proposal with any Person (x) engage in negotiations with, or (y)
disclose any nonpublic information relating to any Spacelink Group Entity or
any Intercable Group Entity to, or (z) afford access to the properties, books
or records of any Spacelink Group Entity or any Intercable Group Entity to, any
such Person. From the date hereof until the earlier of the Closing Date or the
termination of this Agreement pursuant to Section 6.2, Jones and International
will promptly notify the Purchaser after receipt by a Restricted

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Person of (A) any Acquisition Proposal or (B) actual notice that any person is
giving serious consideration to making an Acquisition Proposal or (C) any
request for nonpublic information relating to any Spacelink Group Entity or any
Intercable Group Entity or for access to the properties, books or records of
any Spacelink Group Entity or any Intercable Group Entity by any person that
has made, or a Restricted Person reasonably believes is considering making,
an Acquisition Proposal and will keep the Purchaser fully informed of the
status and details of any such Acquisition Proposal, notice or request.
Nothing in this Section 4.2 shall prevent a Restricted Person from discussing,
negotiating and otherwise pursuing transactions for which no consent of
Purchaser is required under Section 5.3(a), or as contemplated by Section 5.4,
of the Stock Purchase Agreement.

(b) "Acquisition Proposal" means a bona fide offer or proposal for,
or indication of interest in, a merger or other business combination involving
any Spacelink Group Entity or Intercable Group Entity or the acquisition of any
substantial equity interest in, or a substantial portion of the assets of, any
Intercable Group Entity or Spacelink Group Entity, other than the Transactions.

(c) "Restricted Persons" means Jones, International and any other
JI Group Entity, and their respective officers, directors, employees or other
agents.

4.3. Break-Up Fee. (a) Each of Jones and International agree that
in the event either of them, or any of their Affiliates, enter into an
agreement relating to a Material Sale Transaction prior to 45 days after the
termination of this Agreement pursuant to Section 6.2 (other than a termination
pursuant to clause (i), (iii) or (iv) of Section 8.1 of the Stock Purchase
Agreement), International (but not Jones) will pay, or cause to be paid, to
Purchaser as liquidated damages an amount in cash equal to $5,000,000, provided
that in no event will Purchaser be entitled to receive more than one payment
pursuant to this paragraph and Section 5.10 of the Stock Purchase Agreement.

(b) "Material Sale Transaction" means any transaction pursuant to
which Jones, International or Spacelink, directly or indirectly, sell, or agree
to sell, or grant an option or similar right with respect to, or enter into any
voting arrangement with an unaffiliated party covering, either (x) a majority
of the outstanding shares of Common Stock of the Company or (x) a majority of
the outstanding shares of Class B Common Stock of Spacelink.

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4.4. Miscellaneous. The provisions in this Article 4 are for the
exclusive benefit of Investor; Spacelink has no rights under this Article 4.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties of Jones. Jones represents and
warrants:

(a) The execution, delivery and performance of this Agreement by
Jones is within his legal capacity and power. This Agreement has been duly
executed and delivered by Jones and constitutes a valid and binding agreement
of Jones.

(b) As of the date hereof, Jones is the record and beneficial owner
of an aggregate of (i) 25,000 shares of Common Stock, no shares of Class A
Common Stock and the Existing Option and (ii) 5,388,231 shares of Spacelink
Class A Stock and 415,000 shares of Spacelink Class B Stock.

(c) At the Closing, all of the Optioned Shares owned by Newtrust
will be owned free and clear of any Lien and any other limitation or
restriction (including any limitation or restriction on the right to vote, sell
or otherwise dispose of or transfer any such shares, but excluding offer and
sale restrictions imposed by securities laws).

5.2. Representations and Warranties of International. International
represents and warrants:

(a) International is a corporation duly incorporated, validly
existing and in good standing under the laws of Colorado and has all corporate
powers and all material governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
International is within International's corporate power and has been duly
authorized by all necessary corporate action on the part of International.
This Agreement has been duly executed and delivered by International and
constitutes a valid and binding agreement of International.

(c) As of the date hereof, the JI Group Entities other than Jones
are the record and beneficial owners of an aggregate of 3,087,009 shares of
Common Stock and no shares

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of Class A Common Stock, and (ii) 65,976,148 shares of Spacelink Class A Stock
and 415,000 shares of Spacelink Class B Stock. Schedule 5.2 hereto lists the
number of shares of Common Stock, Class A Common Stock, Spacelink Class A Stock
and Spacelink Class B Stock held by each JI Group Entity as of the date hereof.

(d) At the Closing, all of the Optioned Shares owned by Newco will
be owned free and clear of any Lien and any other limitation or restriction
(including any limitation or restriction on the right to vote, sell or
otherwise dispose of or transfer any such shares, but excluding offer and sale
restrictions imposed by securities laws).

5.3. Representations and Warranties of Investor. Investor
represents and warrants:

(a) Investor is a corporation duly incorporated, validly existing
and in good standing under the laws of Canada and has all corporate powers and
all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
Investor is within Investor's corporate power and has been duly authorized by
all necessary corporate action on the part of Investor. This Agreement has
been duly executed and delivered by Investor and constitutes a valid and
binding agreement of Investor.

5.4. Representations and Warranties of Spacelink. Spacelink
represents and warrants:

(a) Spacelink is a corporation duly incorporated, validly existing
and in good standing under the laws of Colorado and has all corporate powers
and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.

(b) The execution, delivery and performance of this Agreement by
Spacelink is within Spacelink's corporate power and has been duly authorized by
all necessary corporate action on the part of Spacelink. This Agreement has
been duly executed and delivered by Spacelink and constitutes a valid and
binding agreement of Spacelink.

(c) As of the date hereof, Spacelink is the record and beneficial
owners of an aggregate of 2,859,240 shares of Common Stock and no shares of
Class A Common Stock.

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(d) In the event the Alternative Transaction is consummated, at the
Closing, all of the Optioned Shares owned by the Newco formed by Spacelink will
be owned free and clear of any Lien and any other limitation or restriction
(including any limitation or restriction on the right to vote, sell or
otherwise dispose of or transfer any such shares, but excluding offer and sale
restrictions imposed by securities laws).

ARTICLE 6

MISCELLANEOUS

6.1. Survival. The agreements, covenants, representations and
warranties contained in this Agreement shall not survive the Closing.

6.2. Termination. This Agreement will terminate automatically and
will be of no further force or effect as of the earlier of (i) the Closing or
(ii) the termination of the Stock Purchase Agreement, or any of the purchase
agreements relating to the Additional Investments, pursuant to Section 8.1 of
such agreements, provided that Section 3.5 hereof will survive any such
termination.

6.3. Successors and Permitted Assigns; Assignment. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, and to the
extent applicable heirs, executors, administrators and legal representatives.

(b) Neither Jones, International or Investor may assign, delegate
or otherwise Transfer any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto, provided that
Investor may assign all of its rights, but not its obligations, to an assignee
described in the proviso of Section 9.4(b) of the Stock Purchase Agreement.

6.4. Specific Performance. The parties agree that each party would
be irreparably damaged if for any reason another party failed to perform any of
its obligations under this Agreement, and that such party would not have an
adequate remedy at law for money damages in such event. Accordingly, each
party shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement. This provision
is without prejudice to any other rights that each party may have against
another party for any failure by such party to perform its obligations under
this Agreement.

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6.5. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by facsimile transmission, or by registered or certified mail
(postage prepaid, return receipt requested):

if to Jones:

Glenn R. Jones
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510

if to International:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-799-1664
Attention: Chief Executive Officer

if to Spacelink:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-799-1664
Attention: Chief Executive Officer

if to Investor:

Bell Canada International, Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

with a copy to:

Bell Canada International, Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

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Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding business day in the place of
receipt.

6.6. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.

6.7. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

6.8. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

6.9. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.

6.10. Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

6.11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

6.12. Separability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining

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provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date set forth above.

______________________________
GLENN R. JONES, individually

JONES INTERNATIONAL, LTD.

By____________________________
Name:
Title:

BELL CANADA INTERNATIONAL
INC.

By____________________________
Name:
Title:

JONES SPACELINK, LTD.

By___________________________
Name:
Title:

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INDEX
OF
EXHIBITS AND SCHEDULES

I. SCHEDULES

SCHEDULE 5.2 Capital Stock Ownership

II. EXHIBITS

EXHIBIT A Option Agreement for Jones and International
EXHIBIT B Spacelink Option Agreement
EXHIBIT C Articles of Incorporation for Newco
EXHIBIT D Shareholders Agreement for Alternative
Transaction
EXHIBIT E Fee Sharing Agreement
EXHIBIT F Indemnification Agreement
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SCHEDULE 5.2

STOCK OWNERSHIP OF
JI GROUP ENTITIES

I. JONES INTERCABLE, INC.

Class A
Common Common
Stock Stock
------- ------

1. Jones 0 25,000
2. Jones' Options 448,708 200,000
3. International 0 202,769

4. Spacelink 0 2,859,240
------- ---------
TOTAL 448,708 3,287,009

II. JONES SPACELINK, LTD.

Class A
Common Common
Stock Stock
------- ------

1. Jones 4,751,717 0
2. Jones' Options 636,514 0
3. International 56,622,151 415,000
4. Jones Entertainment Group, Ltd. 2,811,752 0
5. Jones Space Segment, Inc. 1,000,000 0
6. Jones Global Group, Inc. 772,528 0
7. Data Transmission, Inc. 18,000 0
---------- --------
TOTAL 66,612,662 415,000

20
EXHIBIT A

(FOR USE BY JONES AND INTERNATIONAL
OR THEIR SPECIAL PURPOSE VEHICLES)

OPTION AGREEMENT

Dated as of (Closing Date), 1994

Between

(BELL CANADA INTERNATIONAL INC.)

and

(NEWCO)
21
TABLE OF CONTENTS

Page
----

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2. Exercise of Control Option . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3. Purchase Price For the Optioned
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.4. Determination of Market Value . . . . . . . . . . . . . . . . . . . 10
SECTION 3.5. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.6. Termination of Control Option . . . . . . . . . . . . . . . . . . . 11
SECTION 3.7. Adjustment Upon Changes in Capital-
ization or Merger . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.2. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.1. Valid Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.4. Governmental Authorization . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.5. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

i
22

Page
----

SECTION 5.7. Validity, Perfection and Priority of
Security Interest . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

SECTION 6.1. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.2. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.5. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.6. Acquisition for Purchaser's Account . . . . . . . . . . . . . . . . 17

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.2. Right of First Offer . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.3. Closing Procedures . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.2. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.3. Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.2. Delivery of Collateral . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.4. Right to Vote and Receive Dividends
on Collateral . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.5. Limitation on Duty of Purchaser in
Respect of Collateral . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.6. Termination of Security Interest;
Release of Collateral . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . 22

ii
23

Page
----

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.2. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.3. Specific Performance . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.5. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.6. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.8. Counterparts; Effectiveness. . . . . . . . . . . . . . . . . . . 25
SECTION 10.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.10. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.11. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SCHEDULES

SCHEDULE I Option Price

EXHIBITS

EXHIBIT A Exercise Period Notice
EXHIBIT B Exercise Notice
EXHIBIT C Offer Notice
EXHIBIT D Acceptance Notice

iii
24
OPTION AGREEMENT

AGREEMENT dated as of (Closing Date), 1994 between (BELL CANADA
International Inc., a Canadian corporation) ("Purchaser"), and (NEWCO), a
(Delaware) corporation ("Grantor").

(NOTE: THIS DRAFT DOES NOT INCLUDE MECHANICS FOR PURCHASER BEING A
FINANCIAL INSTITUTION ACTING AS AGENT FOR BCI)

W I T N E S E T H :

WHEREAS, concurrently with the execution of this Agreement,
Purchaser is purchasing (i) (7,500,000) shares of Class A Common Stock of Jones
Intercable, Inc., a Colorado corporation (the "Company"), for an aggregate
purchase price of ($206,250,000), (ii) ___ shares of Class A Common Stock of
Jones Education Networks, Inc., a Colorado corporation, for an aggregate
purchase price of $18,000,000, (iii) ___ shares of Class A Common Stock of
Jones Lightwave, Ltd., a Colorado corporation, for an aggregate purchase price
of $5,000,000 and (iv) ___ shares of Class A Common Stock of Jones
Entertainment Group, Ltd., a Colorado corporation, for an aggregate purchase
price of $________;

WHEREAS, the parties hereto acknowledge that Purchaser would not
enter into the Stock Purchase Agreement (as defined below) unless Grantor also
granted the option set forth herein; and

WHEREAS, in order to induce the Purchaser to enter into this
Agreement, Grantor has agreed to grant a continuing security interest in and to
the Optioned Shares to secure its obligations under this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. (a) The following terms, as used
herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.
25
"Capital Stock" means, at any time, Common Stock, Class A Common
Stock and any other authorized capital stock of the Company.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority (whether
by opinion, order, policy statement or other similar documents), or any
directive of any Governmental Authority.

"Class A Common Stock" means the Class A Common Stock of the
Company, par value $0.01 per share.

"Collateral" has the meaning assigned to such term in Section 9.l(a).

"Common Stock" means the Common Stock of the Company, par value
$0.01 per share.

"Control Option" means the option to purchase the Optioned Shares
pursuant to the terms and conditions of this Agreement.

"Dollars" and sign "$" means United States dollars.

"Event" means the death or Incapacity of Glenn R. Jones. For
purposes of this Agreement, "Incapacity" shall be deemed to exist if Glenn R.
Jones becomes physically or mentally incapacitated and is therefore unable for
a period of six consecutive months, or for an aggregate of 12 months in any 24
consecutive month period, to perform his duties as Chief Executive Officer with
the Company. Any question as to the existence of Incapacity shall be
determined in writing by a qualified independent physician mutually acceptable
to Grantor and Purchaser. If Grantor and Purchaser cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination. The
determination of Incapacity made by any such physician shall be final and
conclusive for all purposes of this Agreement.

"Exon-Florio Act" means Section 721 of Title VII of the Defense
Production Act of 1950, as amended, together with the rules and regulations
promulgated thereunder.

"Governmental Authority" means any local, county, state,
commonwealth, federal or foreign court, judicial, executive, or legislative
instrumentality, or any agency,

2
26
authority, commission, board or official thereof, including, without
limitation, any franchising authority.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Jones" means Glenn R. Jones, a resident of Colorado, or in the
event he is not then alive or legally competent, his executor, the
administrator of his estate or his legal representative (including, without
limitation, his guardian, conservator or other similar fiduciary).

"Jones Bankruptcy Event" means (i) Grantor, Jones or Jones
International shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or substantially all of its property, or shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing, (ii) an involuntary case or other
proceeding shall be commenced against Grantor, Jones or Jones International
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or substantially all of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 90 days or (iii) an order for relief shall be entered against
Grantor, Jones or Jones International under the federal bankruptcy laws as now
or hereafter in effect.

"Jones International" means Jones International, Ltd., a Colorado
corporation.

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset.

3
27
"Option Price" means, at any time, the Option
Price described on Schedule I at such time.

"Optioned Shares" means the ______ shares of Common Stock owned by
Grantor on the date hereof and delivered to Purchaser pursuant to Section 9.1
(as the same may be adjusted pursuant to Section 3.7).

"Optionor" means Grantor and the grantor under the Related Option
Agreement.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Purchase Price" means the aggregate amount payable to Grantor in
connection with the purchase of the Optioned Shares, as calculated pursuant to
Section 3.3.

"Related Option Agreement" means the Option Agreement dated as of
the date hereof between Purchaser and _________.

"Resignation Event" means the resignation of Glenn R. Jones as Chief
Executive Officer of the Company.

"Secured Obligations" means the obligations of Grantor to deliver
the Optioned Shares at the Closing, free and clear of any Lien and any other
limitation or restriction under this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, and
rules and regulations promulgated thereunder.

"Security Interest" means the security interest in the Collateral
granted hereunder securing the Secured Obligations.

"Shareholders Agreement" means the Shareholders Agreement dated as
of the date hereof among the Purchaser, the Company, Jones and International.

"SPA Closing" means the closing under the Stock Purchase Agreement.

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between the Company and Purchaser.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests

4
28
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are, directly or indirectly, owned
or controlled by such Person, (ii) any partnership of which such Person is,
directly or indirectly, a general or managing partner or (iii) any other entity
that is, directly or indirectly, controlled by such Person. The parties hereto
acknowledge that (i) Glenn R. Jones and Jones International are not
Subsidiaries of any Intercable Group Entity and (ii) BCE Inc. is not a
Subsidiary of Purchaser.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

Term Section

Acceptance Notice 7.2
Additional Securities 7.3
BCI 3.2
Closing 3.2
Collateral 9.1
Damages 8.2
Eligible Assignee 10.2
Exercise Notice 3.2
Exercise Period 3.1
Final Determination 3.4
Indemnified Party 8.3
Indemnified Party 8.3
Grantor's Notice 3.1
Market Value 3.4
Offer Notice 7.2
Offer Price 7.2
Restricted Business 10.2
Termination Time 3.6
Trigger Date 3.3 and 7.2
Withdrawal Period 3.4

(c) Unless otherwise defined herein, or unless the context
otherwise requires, all terms used herein which are defined in the New York
Uniform Commercial Code as in effect on the date hereof shall have the meanings
therein stated.

5
29
ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option.

(a) Subject to the terms and conditions of this Agreement, Grantor
hereby grants to Purchaser an irrevocable option to purchase all, but not less
than all, of the Optioned Shares.

(b) In consideration of the grant by Grantor of the Control Option,
Purchaser hereby pays to Grantor an amount in cash equal to $19.00 per Optioned
Share.

(c) Amounts paid by Purchaser pursuant to this Section 2.1 shall not
be deducted from the Purchase Price payable at the Closing.

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods. (a) The Control Option may be
exercised either as provided in Section 7.2(c), or by Purchaser at any time
during any of the following periods (each, an "Exercise Period"):

(i) the period commencing on the day of an Event and ending
270 days after Purchaser receives written notice from or on behalf of
any Optionor of the occurrence of an Event;

(ii) the period commencing on the day of a Resignation Event
and ending 90 days after Purchaser receives a written notice from (or
on behalf of) any Optionor of the occurrence of a Resignation Event;

(iii) the period commencing on the day that Purchaser receives
a written notice from (or on behalf of) Grantor requesting that
Purchaser exercise the Control Option (the "Grantor's Notice"),
which notice may be delivered only on or after the fifth anniversary
of the SPA Closing, and ending 180 days after such day;

(iv) the period commencing on the seventh anniversary of the
SPA Closing and ending on the eighth anniversary of the SPA Closing;
and

(v) the period commencing on the day of a Jones Bankruptcy
Event and ending 30 days after

6
30
Purchaser receives written notice of the occurrence of a Jones
Bankruptcy Event.

provided that no Exercise Period will expire if immediately preceding such
expiration there is in effect a law, regulation or order that stays or
otherwise prohibits Purchaser from delivering an Exercise Notice after (or as a
result of) the occurrence of a Jones Bankruptcy Event.

(b) The notices delivered pursuant to clauses (i), (ii), (iii) and
(v) will be in the form attached hereto as Exhibit A. A Grantor's Notice
delivered pursuant to clause (iii) will be effective only if a similar notice
is simultaneously delivered to Purchaser under the Related Option Agreement.
Once delivered to Purchaser, a Grantor's Notice will be irrevocable.

(c) Subject to the termination provisions of Section 3.6, the
parties acknowledge that at any given time there may be more than one Exercise
Period in effect at such time.

SECTION 3.2. Exercise of Control Option. (a) Purchaser may
exercise the Control Option at any time during an Exercise Period by delivery
to Grantor of an irrevocable written notice in the form attached hereto as
Exhibit B (the "Exercise Notice"). Purchaser has no obligation to deliver an
Exercise Notice and may allow the Control Option to expire and terminate
without purchasing the Optioned Shares. The Control Option may only be
exercised simultaneously with the exercise of the option granted under the
Related Option Agreement and the Closing hereunder will only take place
simultaneously with the closing of the exercise of the option granted under the
Related Option Agreement.

(b) The closing for the exercise of the Control Option (the
"Closing") will take place not more than 20 Business Days after the date that
the Exercise Notice is delivered to Grantor, provided that (x) if it is
necessary to determine Market Value pursuant to Section 3.4(b), the Closing
will be postponed as provided in Section 3.4(c) and (y) so long as Purchaser is
using its reasonable efforts to consummate the Closing promptly, and subject to
Section 3.6 hereof, Purchaser may postpone the Closing until such time as the
following conditions have been satisfied or waived by Purchaser:

(i) The waiting period (including any extension thereof
resulting from additional inquiries, if any) under the HSR Act
applicable to the purchase of the Optioned Shares by Purchaser shall
have expired or been earlier terminated.

7
31
(ii) All other actions by, in respect of or filings with any
Governmental Authority in the United States, England or Spain, or any
other country where the Intercable Group conducts material business,
required to permit the consummation of the Closing shall have been
taken or obtained, as the case may be, and shall be in full force and
effect.

(iii) There shall not then be in effect any applicable law,
rule or regulation or any judgment, injunction, order or decree that
has one or more of the effects described in clauses (a), (b) or (c) of
the following paragraph (iv), provided that if after the date hereof
Bell Canada International Inc. ("BCI") or any of its Affiliates enters
into a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
such effects, then this clause (iii) will not apply to any such law,
rule or regulation.

(iv) There shall not then be instituted or pending any action
or proceeding before any federal or state court or other Governmental
Authority brought by a Governmental Authority challenging the
consummation of the Closing or seeking to (a) prevent Purchaser from
exercising the Control Option, (b) require Purchaser to divest, or
otherwise limit Purchaser's ability to exercise full rights of
ownership over, the shares of Capital Stock owned by Purchaser and its
Affiliates, the Control Option or the Optioned Shares or (c) require,
after the exercise of the Control Option, the Intercable Group to
divest any material business or assets or would impose a material
limitation on the conduct of Intercable Group's business, provided
that if after the date hereof BCI or any of its Affiliates enters into
a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
the foregoing effects, then this clause (iv) will not apply to actions
or proceedings that seek to enforce such law, rule or regulation.

(v) The Intercable Group Entities shall have received all
material third party consents required to be obtained in connection
with the Closing, in each case in form and substance reasonably
satisfactory to Purchaser.

(vi) The representations and warranties of Grantor contained
in Article V shall be true at and as of the date of the Closing, as if
made at and as of such date.

8
32
SECTION 3.3. Purchase Price For the Optioned Shares.

(a) The purchase price per Optioned Share will be calculated as follows:

(i) (A) if the Trigger Date occurs prior to or on the
(18th)(1) day after the date hereof, ___% of the Market Value of a
share of Class A Common Stock on the applicable Trigger Date, or (B)
if the Trigger Date occurs after such (18th) day, the sum of (x)
two-thirds of the Option Price on the applicable Trigger Date and (y)
one-third of 120% of the Market Value of a share of Class A Common
Stock on the applicable Trigger Date(2), in each case reduced by

(ii) the amount (or in the case of property other than cash,
fair market value) of any dividends and distributions other than stock
dividends paid, declared or otherwise distributed by the Company in
respect of the Optioned Shares between the date hereof and the date of
Closing. In the event any such dividends or distributions are made in
property other than cash, the fair market value of such dividends or
distributions will be determined pursuant to the valuation procedures
described in Section 3.4(b).

(b) The applicable "Trigger Date" will depend on the Exercise Period
under which Purchaser is delivering an Exercise Notice and will be earliest of
the following days:

(i) in the case of an Exercise Period described in clauses
(i) or (ii) of Section 3.1(a), the day of an Event or Resignation
Event, as the case may be;

(ii) in the case of an Exercise Period described in clause
(iii) of Section 3.1(a), the day immediately preceding the day on
which Grantor delivers a Grantor's Notice;

(iii) in the case of an Exercise Period described in clause
(iv) of Section 3.1(a), the day immediately preceding the day on which
Purchaser delivers an Exercise Notice; or

(1)Insert day which is six months after closing.

(2)As an example of the calculation described in clause (i)(B), if on the
applicable Trigger Date the Option Price were $50 per Share and the Market
Value of a share of Class A Common Stock were $60 per share, the purchase price
would be 2/3 of $50 ($33.3333) plus 1/3 of 120% of $60 ($24), or $57.3333
(computed to four decimal places).

9
33
(iv) in the case of an Exercise Period described in clause
(v) of Section 3.1(a), the day immediately preceding the day of a
Jones Bankruptcy Event.

SECTION 3.4. Determination of Market Value. (a) For purposes of
this Agreement, "Market Value" of a share of Class A Common Stock means, on any
Trigger Date, the average of the daily closing prices on the NASDAQ National
Market System (or other principal exchange on which shares of Class A Common
Stock are listed or approved for trading) for the shares of Class A Common
Stock for the 20 consecutive trading days immediately prior to the Trigger
Date. The daily closing price for each such trading day shall be the closing
price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of Class A Common Stock is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account exdividend
trading.

(b) In the event that the shares of Class A Common Stock are not
traded on a national securities exchange, promptly after delivery of an
Exercise Notice Grantor and Purchaser shall in good faith negotiate the Market
Value on the applicable Trigger Date. If they are unable to reach agreement
within 10 Business Days, each of Grantor and Purchaser shall promptly select a
nationally recognized independent investment banking firm to determine the
Market Value of a share of Class A Common Stock, which will be based on a
public market valuation of the Company and its Subsidiaries as if the Class A
Shares were traded on the NASDAQ National Market System and a non-controlling
block of approximately 1,000,000 Class A Shares had been purchased on the
Trigger Date by a willing institutional purchaser. If 20 Business Days after
their selection such firms cannot agree as to such Market Value, each firm will
submit to Grantor and Purchaser a proposed Market Value and within 10 Business
Days they shall mutually select a third nationally recognized independent
investment banking firm which shall be engaged to make such determination,
which Market Value shall be within the range of values proposed by the two
investment banking firms. Such third investment banking firm shall make such
determination (the "Final Determination") by written notice to Grantor and
Purchaser within 20 Business Days of its engagement and its judgment as to all
matters relating to its determination shall be binding upon the parties hereto.
Each party will pay the fees and expenses of the initial investment banking
firm hired by such party. The fees and out-of-pocket expenses of the third
investment banking firm shall be paid equally by

10
34
Grantor and Purchaser, provided that if Purchaser withdraws an Exercise Notice
pursuant to the following paragraph (c), Purchaser shall pay the fees and
expenses of such third investment banker.

(c) At any time prior to 10 Business Days after the receipt by
Purchaser of a written determination of the Market Value pursuant to the
immediately preceding paragraph (b) (the "Withdrawal Period"), Purchaser shall
have the right to withdraw its Exercise Notice by written notice to Grantor.
Notwithstanding the immediately preceding sentence, in the event the investment
banking firm selected by Purchaser submits a proposed Market Value pursuant to
such paragraph (b), Purchaser may withdraw its Exercise Notice only for 10
Business Days after the receipt by Purchaser of such proposed Market Value,
provided that if (but only if) the Final Determination is greater than 110% of
such proposed Market Value, Purchaser will have 10 Business Days after the
receipt by Purchaser of such Final Determination to withdraw its Exercise
Notice. If Purchaser does not withdraw such Exercise Notice pursuant to this
paragraph (c), Purchaser will notify Grantor within five Business Days after
the expiration of such Withdrawal Period as to the time and place of the
Closing, which shall be not more than 20 Business Days after the expiration of
such Withdrawal Period, provided that, subject to Section 3.6, Purchaser may
postpone such closing until such time as the conditions described in Section
3.2(b) have been satisfied or waived by Purchaser.

SECTION 3.5. Closing. (a) At the Closing, Grantor shall deliver
to Purchaser a certificate or certificates or other documentation representing
the Optioned Shares, accompanied by stock powers duly executed in blank or
other appropriate assignment documentation reasonably satisfactory to
Purchaser.

(b) At the Closing, Purchaser shall deliver to Grantor an amount in
cash equal to the purchase price for such Optioned Shares, calculated pursuant
to Section 3.3(a). Such purchase price will be paid by wire transfer to a bank
account designated by Grantor not later than five Business Days prior to the
Closing. Notwithstanding the foregoing, upon the mutual agreement of Purchaser
and Grantor, all or a portion of the Purchase Price may be paid in shares of
common stock of BCE Inc.

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Purchaser has previously delivered to Grantor an Exercise Notice. The Control
Option shall also terminate (A) at such time as Purchaser withdraws an Exercise
Notice pursuant to Section 3.4(c), or (B) if the Closing has been postponed
pursuant to Section 3.2(b), ten Business Days after Grantor has delivered
written notice to Purchaser stating that it believes Purchaser is not using its
reasonable efforts to consummate the Closing promptly (which notice will set
forth the basis for such claim) and Purchaser has failed to use its reasonable
efforts prior to the expiration of such period to cure the problem identified
by Grantor. The Control Option will not terminate upon the expiration of the
Exercise Periods described in clauses (ii) and (v) of Section 3.1.

(b) Notwithstanding anything in this Agreement to the contrary, (i)
if an Exercise Period is extended pursuant to the proviso in Section 3.1(a),
the Termination Time will occur twenty Business Days after such stay or
prohibition has been lifted and Purchaser has received notice of such action
and (ii) each Exercise Notice shall terminate, and be of no further force or
effect, 18 months after its delivery, unless a Closing shall have occurred by
such time.

SECTION 3.7. Adjustment Upon Changes in Capitalization or Merger.
If any change in the Company's capital stock shall occur by reason of stock
dividends, stock splits, mergers, consolidations, recapitalizations,
combinations, conversions, exchanges of shares, dividends or other changes in
the corporate or capital structure of the Company, the number and kind of
shares or securities subject to the Control Option and the Purchase Price shall
be adjusted so that Purchaser shall receive upon exercise of the Control Option
the number and class of shares or other securities or property that Purchaser
would have received in respect of the Optioned Shares purchasable upon exercise
of the Control Option if the Control Option had been exercised immediately
prior to such event.

ARTICLE IV

COVENANTS

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arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Optioned Shares
or (iii) seek or solicit any transaction or arrangement described in clauses
(i) and (ii). Grantor will notify Purchaser promptly (and provide all details
reasonably requested by Purchaser) if Grantor is approached or solicited,
directly or indirectly, by any person with respect to any of the foregoing.
Nothing herein shall be deemed to prevent or restrict (x) Grantor or its
Affiliates from voting its shares in its sole discretion on all matters, except
as otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise or (ii) any Affiliate of Grantor from
taking or refraining from taking any other action not provided herein or
otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise.

SECTION 4.2. Further Assurances. Purchaser and Grantor will each
execute and deliver or cause to be executed and delivered all further documents
and instruments and use their reasonable best efforts to secure such consents
and take all such further action as may be reasonably necessary in order to
consummate the transactions contemplated hereby or to enable Purchaser to enjoy
all benefits and rights of the Optioned Shares.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

Grantor represents and warrants to Purchaser that, except as
disclosed in the Schedules to the Stock Purchase Agreement, as of the date
hereof and, in the case of Sections 5.1, 5.2 and 5.6 the date of the Closing:

SECTION 5.1. Valid Title. Grantor is the sole record and
beneficial owner of the Optioned Shares, free and clear of any Lien (other than
the Security Interest) and any other limitation or restriction (including any
limitation or restriction on the right to vote, sell or otherwise dispose of or
transfer any Optioned Share). At the Closing, Grantor will convey good and
valid title to the Optioned Shares, free and clear of any Lien and any such
limitation or restriction (other than offer and sale restrictions imposed by
securities laws).

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carry on its business as now conducted. Grantor is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
where such qualification is necessary, except for those jurisdictions where the
failure to be so qualified would not, individually or in the aggregate, have a
material adverse effect on the condition or business of Grantor. Grantor has
heretofore delivered to Purchaser true and complete copies of its articles of
incorporation and bylaws as currently in effect.

SECTION 5.3. Binding Effect. The execution, delivery and
performance by Grantor of this Agreement are within Grantor's corporate power
and have been duly authorized by all necessary corporate action on the part of
Grantor. This Agreement has been duly executed and delivered by Grantor, and
assuming the accuracy of Purchaser's representations and warranties herein, is
a valid and binding agreement of Grantor.

SECTION 5.4. Governmental Authorization. Assuming the accuracy of
Purchaser's representations and warranties herein, the execution, delivery and
performance by Grantor of this Agreement requires no action by Grantor in
respect of, or filing by Grantor with, any Governmental Authority other than
(i) compliance with any applicable requirements of the HSR Act and (ii) any
such action or filing as to which the failure to make or obtain would not
reasonably expected to have, individually or in the aggregate, a material
adverse effect on the business, assets, results of operations, properties or
condition (financial or otherwise) of Grantor.

SECTION 5.5. Non-Contravention. The execution, delivery and
performance by Grantor of this Agreement do not: (i) violate the articles of
incorporation or by-laws of Grantor, (ii) assuming the accuracy of Purchaser's
representations and warranties herein and compliance with the matters referred
to in Section 5.4, violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Grantor, (iii) assuming the accuracy of
Purchaser's representations and warranties herein, require any consent or other
action by any Person under, or constitute a default under, any material
agreement or other instrument binding upon Grantor, or (iv) result in the
creation or imposition of any Lien on any material asset of Grantor, except in
the case of clauses (ii), (iii) and (iv), to the extent that any such
violation, failure to obtain any such consent or other action, default, right,
loss or Lien would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, results of
operations, properties or financial condition of Grantor.

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SECTION 5.6. Finder's Fees. Except as disclosed to Purchaser,
there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of Grantor or its Affiliates
who might be entitled to any fee or commission from Purchaser or any Intercable
Group Entity in connection with the grant or exercise of the Control Option.

SECTION 5.7. Validity, Perfection and Priority of Security
Interest. (a) Upon the delivery of the certificates representing the Optioned
Shares to Purchaser in accordance with Section 9.2, Purchaser will have a valid
and perfected security interest in the Collateral subject to no prior Lien. No
registration, recordation or filing with any governmental body, agency or
official is required in connection with (i) the execution or delivery of this
Agreement or necessary for the validity or enforceability hereof (except as
covered in Sections 5.4 and 5.5) or (ii) for the perfection or enforcement of
the Security Interest. Neither Grantor nor any of its Affiliates has performed
or will perform any acts which would prevent Purchaser from enforcing any of
the terms and conditions of this Agreement or which would materially limit
Purchaser in any such enforcement. Without limiting the generality of the
foregoing, the parties hereto acknowledge that in matters relating to Franchise
Agreements (as defined in the Shareholders Agreement) and material contracts,
an Affiliate of Grantor will not be in breach of the immediately preceding
sentence if it is in compliance with its obligations under Section 5.2 of the
Shareholders Agreement concerning such matters.

(b) The chief executive office of Grantor is located at its address
set forth in Section 10.4. Under the Uniform Commercial Code as in effect in
the State in which such office is located, no local filing is required to
perfect a security interest in collateral consisting of general intangibles
other than any such collateral arising from or relating to farm products.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Grantor that as of the date
hereof and, in the case of Sections 6.5 and 6.6 the date of the Closing:

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authorizations, permits, consents and approvals required to carry on its
business as now conducted.

SECTION 6.2. Binding Effect. The execution, delivery and
performance by Purchaser of this Agreement are within Purchaser's powers and
have been duly authorized by all necessary corporate action on the part of
Purchaser. This Agreement has been duly executed and delivered by Purchaser
and, assuming the accuracy of Grantor's representations and warranties herein,
is a valid and binding Agreement of Purchaser.

SECTION 6.3. Governmental Authorization. Assuming the accuracy of
Grantor's representations and warranties herein, the execution, delivery and
performance by Purchaser of this Agreement and the purchase by Purchaser of the
Optioned Shares requires no action by Purchaser in respect of, or filing by
Purchaser with, any Governmental Authority other than (i) compliance with any
applicable requirements of the HSR Act and the Exon-Florio Act, and (ii) any
such action or filing as to which the failure to make or obtain would not
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on, the business, assets, results of operation, properties or
financial condition of Purchaser.

SECTION 6.4. Non-Contravention. The execution, delivery and
performance by Purchaser of this Agreement do not (i) violate the certificate
of incorporation or by-laws of Purchaser, (ii) assuming the accuracy of
Grantor's representations and warranties herein and compliance with the matters
referred to in Section 6.3, violate any applicable law, rule, regulation,
judgment, injunction, order or decree, (iii) assuming the accuracy of Grantor's
representations and warranties herein, require any consent or other action by
any Person under, or constitute a default under, any material agreement or
instrument binding upon Purchaser or (iv) result in the creation or imposition
of any Lien on any material asset of Purchaser, except in the case of clauses
(ii), (iii) and (iv), to the extent that any such violation, failure to obtain
any such consent or other action, default, right, loss or Lien would not
reasonably expected to have, individually or in the aggregate, a material
adverse effect on, the business, assets, results of operations, properties or
condition (financial or otherwise) of the Purchaser.

SECTION 6.5. Finder's Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Purchaser who might be entitled to any fee or commission from
Grantor or its Affiliates in connection with the grant or exercise of the
Control Option.

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SECTION 6.6. Acquisition for Purchaser's Account. The Optioned
Shares to be acquired upon exercise of the Control Option will be acquired by
Purchaser for its own account and not with a view to the public distribution
thereof and will not be transferred except in compliance with the Securities
Act.

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law. (a) If a Change in Law after the
execution and delivery of this Agreement and prior to the delivery of an
Exercise Notice would be reasonably likely to (i) prevent Purchaser from
exercising the Control Option, (ii) require Purchaser to divest, or otherwise
limit Purchaser's ability to exercise full rights of ownership over, the shares
of Capital Stock owned by Purchaser and its Affiliates, the Control Option or
the Optioned Shares or (iii) after the exercise of the Control Option, require
the Intercable Group to divest any material business or assets or impose a
material limitation on the conduct of Intercable Group's business, Purchaser
may elect to dispose of the Control Option and any other securities of the
Intercable Group Entities owned by Purchaser and its Affiliates pursuant to the
terms and procedures of this Article VII.

(b) Purchaser acknowledges that it will have no rights under this
Article VII if after the date hereof Purchaser or any of its Subsidiaries
enters into a new line of business and at such time there is a law, rule or
regulation that has one or more of the effects described in clauses (i), (ii)
or (iii) of the preceding paragraph (a).

SECTION 7.2. Right of First Offer. (a) In the event Purchaser
wishes to dispose of the Control Option after the occurrence of an event
described in Section 7.1, Purchaser shall, by written notice to Grantor, first
offer the Control Option to Grantor at a price equal to the aggregate
consideration paid by Purchaser pursuant to Section 2.1, plus interest from the
date of this Agreement to and including the date the Control Option is
purchased by Grantor (or an Affiliate of Grantor), at a rate per annum equal to
12%, compounded annually (the "Offer Price"). Any such written notice shall be
in the form of Exhibit C hereto (the "Offer Notice"), but will be effective
only if a similar notice is simultaneously delivered by Purchaser under the
Related Option Agreement.

(b) For a period of 270 days after receipt of the Offer Notice,
Grantor (or, if Grantor elects not to

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purchase the Control Option, any of its Affiliates, including the Company) may,
by a written notice to Purchaser in the form attached as Exhibit D hereto (an
"Acceptance Notice"), elect to purchase the Control Option at the Offer Price
and, if it so elects, may also purchase all (but not less than all) of (i) the
shares of Common Stock and Class A Common Stock then held by Purchaser and its
Subsidiaries at a price per share equal to the Market Value of such shares
(calculated pursuant to Section 3.4 and assuming that the Trigger Date is the
day immediately preceding the day the Offer Notice is delivered) and (ii) any
other debt or equity securities of the Intercable Group Entities then held by
the Purchaser and its Subsidiaries at a price equal to the fair market value of
such securities on the day immediately preceding the day on which the Offer
Notice is delivered (such value to be determined pursuant to the valuation
procedures described in Section 3.4(b)).

(c) If Grantor and its Affiliates (including the Company) fail to
elect to purchase the Control Option within 270 days after receipt of the Offer
Notice, then Purchaser may, for a period of 360 days following the expiration
of such time period, sell (or enter into an agreement to sell) the Control
Option to a third party, provided that in the event of any such sale the third
party purchaser must simultaneously exercise the Control Option and deliver the
Option Price to Grantor in exchange for the Optioned Shares (in such event, the
"Trigger Date" will be the day which is 270 days after receipt by Grantor of an
Offer Notice).

(d) If Grantor fails to elect to purchase the Control Option at the
Offer Price and Purchaser shall not have sold or entered into an agreement to
sell the Control Option prior to the expiration of the 360 day period specified
in paragraph (c) above, Purchaser must, prior to selling the Control Option,
again offer the Control Option to Grantor pursuant to the terms and procedures
of this Section 7.2.

(e) In the event Purchaser elects to exercise its rights under
Sections 7.1 and 7.2, Purchaser and Grantor will use reasonable efforts to
identify a suitable partner to purchase the Control Option and the shares of
Class A Common Stock held by Purchaser. Purchaser will consult with Jones
before selling the Control Option to a third party and will consider Jones'
views as to the suitability of potential purchasers.

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(ii) if applicable, the securities described in clauses (i) and (ii) of Section
7.2(b) (the "Additional Securities") at the price described therein.

(b) If Grantor (or its Affiliate) timely delivers an Acceptance
Notice, the closing for the purchase and sale of the Control Option and the
Additional Securities will take place 20 Business Days after delivery of such
Acceptance Notice.

(c) The purchase price for the Control Option and the Additional
Securities will be paid by wire transfer in immediately available funds to a
bank account designated by Purchaser not less than five Business Days prior to
Closing.

(d) At any closing hereunder, Purchaser will deliver to the
purchaser good and valid title to the Control Option and the Additional
Securities, free and clear of any Lien.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival. The covenants, agreements, representations
and warranties of the parties hereto contained in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection
herewith shall survive the Closing until one year after the date of the
Closing, provided that the representation and warranty contained in Section 5.1
shall survive indefinitely. Notwithstanding the preceding sentence, any
covenant, agreement, representation or warranty in respect of which indemnity
may be sought under this Agreement shall survive the time at which it would
otherwise terminate pursuant to the preceding sentence, if notice of the
inaccuracy or breach thereof giving rise to such right of indemnity shall have
been given to the party against whom such indemnity may be sought prior to such
time. Any such notice shall set forth the basis of the claim for
indemnification (including reference to the specific details regarding the
manner in which the covenants, agreements, representations or warranties are
alleged to have been breached).

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suffered by Purchaser arising out of any misrepresentation or breach of
warranty, covenant or agreement made or to be performed by Grantor pursuant to
this Agreement.

(b) Purchaser hereby indemnifies Grantor against and agrees to hold
it harmless from any and all Damages incurred or suffered by Grantor arising
out of any misrepresentation or breach of warranty, covenant or agreement made
or to be performed by Purchaser pursuant to this Agreement.

SECTION 8.3. Procedures. The party seeking indemnification under
Section 8.2 (the "Indemnified Party") agrees to give prompt notice to the party
against whom indemnity is sought (the "Indemnifying Party") of the assertion of
any claim, or the commencement of any suit, action or proceeding in respect of
which indemnity may be sought under such Section. The Indemnifying Party may,
and at the request of the Indemnified Party shall participate in and control
the defense of any such suit, action or proceeding at its own expense. The
Indemnifying Party shall not be liable under Section 8.2 for any settlement
effected without its consent of any claim, litigation or proceeding in respect
of which indemnity may be sought hereunder.

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest. In order to secure the
performance of the Secured Obligations in accordance with the terms thereof,
and to secure the performance of all the obligations of Grantor hereunder:

(a) Grantor hereby assigns and pledges to Purchaser and grants to
Purchaser a security interest in the Optioned Shares, and all of its rights and
privileges with respect to the Optioned Shares, and all income and profits
thereon (other than dividends paid by the Company in respect of the Optioned
Shares prior to any exercise by the Purchaser of its remedies hereunder, which
will paid over to Grantor as provided in Section 9.4) and all proceeds of the
foregoing, and any and all property referred to in Section 9.1(b) (the
"Collateral").

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Optioned Shares prior to any exercise by the Purchaser of its remedies
hereunder), as additional security for the Secured Obligations. All such
securities, share certificates, instruments and other property constitute
Collateral and are subject to all provisions of this Agreement.

(c) The Security Interest is granted as security only and shall not
subject Purchaser to, or transfer or in any way affect or modify, any
obligation or liability of Grantor with respect to any of the Collateral or any
transaction in connection therewith.

(d) In the event Grantor fails to perform any Secured Obligation,
Purchaser shall be entitled to exercise all rights of a secured party under the
Uniform Commercial Code (whether or not in effect in the jurisdiction where the
rights are exercised) and such other rights as may otherwise be provided to a
secured party under applicable law.

SECTION 9.2. Delivery of Collateral. All certificates representing
Optioned Shares (or securities described in Section 9.1(b)) delivered to
Purchaser by Grantor pursuant hereto shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, with signatures appropriately guaranteed, and accompanied
by any required transfer tax stamps, all in form and substance satisfactory to
Purchaser.

SECTION 9.3. Further Assurances. (a) Grantor agrees that it will,
at Purchaser's expense and in such manner and form as Purchaser may reasonably
require, execute, deliver, file and record any financing statement, specific
assignment or other paper and take any other action that may be necessary or
desirable, or that Purchaser may request, in order to create, preserve, perfect
or validate the Security Interest or to enable Purchaser to exercise and
enforce its rights hereunder with respect to any of the Collateral. To the
extent permitted by applicable law, Grantor hereby authorizes Purchaser to
execute and file, in the name of Grantor or otherwise, Uniform Commercial Code
financing statements (which may be carbon, photographic, photostatic or other
reproductions of this Agreement or of a financing statement relating to this
Agreement) which Purchaser in its reasonable discretion may deem necessary or
appropriate to further perfect the Security Interest.

(b) Grantor agrees that it will not change (i) its name, identity
or corporate structure in any manner or (ii) the location of its chief
executive office unless it shall have given Purchaser not less than 30 days'
prior notice thereof.

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SECTION 9.4. Right to Vote and Receive Dividends on Collateral.
(a) Until such time (if ever) that Purchaser shall have exercised any of its
remedies in respect of the Collateral, Grantor shall retain all voting rights
with respect to the Optioned Shares and shall have the right to receive all
dividends paid by the Company in respect of the Collateral and Purchaser shall
take all such action as Grantor may deem necessary or appropriate to give
effect to such right. All such dividends which are received by Purchaser shall
be received in trust for the benefit of Grantor and shall promptly be paid over
to Grantor.

(b) In the event Purchaser exercises any of its remedies in respect
of the Collateral, Purchaser shall thereafter be entitled to receive all
dividends paid by the Company in respect of the Collateral, but there will be
no Option Price adjustment pursuant to Section 3.3(a)(ii) in respect of any
such dividends retained by Purchaser.

SECTION 9.5. Limitation on Duty of Purchaser in Respect of
Collateral. Beyond the exercise of reasonable care in the custody thereof,
Purchaser shall have no duty as to any Collateral in its possession or control
or in the possession or control of any agent or bailee or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. Purchaser shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property, and shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any agent or bailee selected by Purchaser in good
faith.

SECTION 9.6. Termination of Security Interest; Release of
Collateral. The Security Interest granted hereunder shall terminate, and all
rights to the Collateral shall revert to the Grantor, at the Termination Time
(unless Purchaser has purchased the Optioned Shares). Upon any such
termination of the Security Interests or release of Collateral, Purchaser will
execute and deliver to Grantor such documents as Grantor shall reasonably
request to evidence the termination of the Security Interest or the release of
such Collateral, as the case may be.

SECTION 9.7. Successors and Assigns. The provisions of this
Article IX are for the benefit of Purchaser and Grantor and their respective
successors and assigns, and in the event of an assignment permitted by Section
10.2 of all or any of the Secured Obligations, the rights hereunder, to the
extent applicable to the

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indebtedness so assigned, may be transferred with such indebtedness.

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination. (a) This Agreement will terminate
automatically and will be of no further force or effect at the Termination
Time.

(b) The termination of this Agreement pursuant to Section 10.1
shall be without liability of any party (or any stockholder, director, officer,
employee, agent, consultant or representative of such party) to any other party
to this Agreement, provided that no such termination shall relieve any party
for any liability such party may have for a material willful breach hereof.

SECTION 10.2. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors. No party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
written consent of the other parties hereto, provided that (i) Purchaser may
assign its rights, but not its obligations, hereunder to any Eligible Assignee,
(ii) Purchaser may assign its rights and obligations hereunder as provided in
Article VII and (iii) Purchaser may assign its rights (but not its obligations)
hereunder at any time after the delivery by it of an Exercise Notice to Grantor
if at the time of any such assignment pursuant to this clause (iii) the
assignee will purchase the Optioned Shares pursuant to Section 3.5.

(b) For purposes of this Agreement, "Eligible Assignee" means any
entity which at the time of such assignment is, and thereafter during the term
of this Agreement remains, (i) controlled, directly or indirectly, by the
Purchaser and (ii) not primarily engaged in, or a Subsidiary of the Purchaser
primarily engaged in, the direct operation or management of (x) cable
television systems located in North America, (y) wireline local communications
services located in the United States of America or (z) educational programming
services, other than Purchaser and any Person that is an Intercable Group
Entity or a JI Group Entity (each a "Restricted Business"). The parties hereto
acknowledge that the foregoing provisions are not intended to restrict the
Purchaser from assigning its rights hereunder to a Subsidiary of the Purchaser
that is a holding company of an entity or entities primarily engaged in a
Restricted Business.

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SECTION 10.3. Specific Performance. The parties agree that (i)
Purchaser would be irreparably damaged if for any reason Grantor failed to sell
the Optioned Shares upon exercise of the Control Option or to perform any of
Grantor's other obligations under this Agreement, and that Purchaser would not
have an adequate remedy at law for money damages in such event and (ii) Grantor
would be irreparably damaged if for any reason Purchaser failed to maintain the
Collateral in accordance with the terms of this Agreement or to perform any of
Purchaser's other obligations under this Agreement, and that Grantor would not
have an adequate remedy at law for money damages in such event. Accordingly,
each party shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by the other
party. This provision is without prejudice to any other rights that each party
may have against the other party for any failure to perform their obligations
under this Agreement.

SECTION 10.4. Notices. All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly given when
delivered in person, by cable, telegram or telex, or by registered or certified
mail (postage prepaid, return receipt requested):

if to Grantor:

(name of Grantor)
(address)
Fax:
Attention:

with a copy to:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510
Attention: Glenn R. Jones and General
Counsel

if to Purchaser:

(Bell Canada International Inc.)
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

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with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

Any notice delivered after business hours or on any day which is not a Business
Day shall be deemed for purposes of computing any time period hereunder to have
been delivered on the succeeding Business Day.

SECTION 10.5. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

SECTION 10.6. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

SECTION 10.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without
regard to the conflicts of law rules of such state.

SECTION 10.8. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other parties
hereto.

SECTION 10.9. Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

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SECTION 10.10. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

SECTION 10.11. Separability. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

(NEWCO)

________________________________
By:
Title:

(BELL CANADA INTERNATIONAL INC.)

________________________________
By:
Title:

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CHANGES REQUIRED IF

ALTERNATIVE TRANSACTION IS CONSUMMATED

1. The following new definitions are added:

"Spacelink Option Agreement" means the Option Agreement dated as of
the date hereof between Purchaser and (name of Spacelink Newco.)

"Spacelink Bankruptcy Event" has the meaning set forth in the
Spacelink Option Agreement.

2. All references to "Related Option Agreement" become "Related Option
Agreements," which is defined to include the Spacelink Option Agreement.

3. The definition of Shareholders Agreement is revised to include Spacelink
as a party.

4. In Section 3.1(a), after each of the three references to "Jones Bankruptcy
Event," add "or Spacelink Bankruptcy Event."

5. In Section 3.2, at the end of the last sentence, add the following:
", provided that for purposes of this sentence, if the Exercise Period is
triggered by a Jones Bankruptcy Event, "Related Option Agreements" does
not include the Spacelink Option Agreement.

6. In Section 3.3(b)(iv) and Exhibit A, after "Jones Bankruptcy Event", add
"or Spacelink Bankruptcy Event."
51

SCHEDULE I

THE OPTION PRICE

The Option Price on any Trigger Date will be based on the following table:

Anniversary
of the
SPA Closing Base Price

181st day
after SPA Closing 28.50

1 40.32
2 45.16
3 50.58
4 56.65
5 63.44
6 71.06
7 79.58
8 89.13

The Option Price on any Trigger Date will equal the sum of:

(i) the Base Price on the anniversary of the SPA Closing immediately
preceding the Trigger Date, and

(ii) a pro rata portion (based on the number of days elapsed between the
most recent anniversary of the SPA Closing and the Trigger Date) of
the difference between such Base Price and the Base Price on the
immediately succeeding anniversary of the SPA Closing.
52

EXHIBIT A

(Form of Exercise Period Notice)

(Date)

To (Bell Canada International Inc.):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Grantor's Notice is being delivered to you pursuant to
Section 3.1 of the Agreement.

Grantor hereby irrevocably notifies Purchaser that (an Event has
occurred on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(i) of the Agreement. Such Exercise Period will expire on 270 days from
receipt by you of this Grantor's Notice.)(3) (a Resignation Event has occurred
on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(ii) of the Agreement. Such Exercise Period will expire on ________,
which is 90 days from receipt by you of this Grantor's Notice.)(4) (pursuant to
subsection 3.1(a)(iii) of the Agreement, Grantor hereby requests that Purchaser
determine whether it wishes to exercise the Control Option on or prior to
________, which is 180 days from receipt by you of this Grantor's Notice.)(5)
(a Jones Bankruptcy Event has occurred on (date) and an Exercise Period has
commenced pursuant to subsection 3.1(a)(v) of the Agreement. Such Exercise
Period will expire on ________, which is 30 days from receipt by you of this
Grantor's Notice.)(6)

If Purchaser wishes to exercise the Control Option pursuant to the
terms and conditions of the Agreement, please respond by delivery of an
Exercise Notice in accordance with Section 3.2 of the Agreement prior to the
expiration of the Exercise Period.

(NEWCO)

By:
53
(3) Insert if Section 3.1(a)(i) Grantor's Notice.

(4) Insert if Section 3.1(a)(ii) Grantor's Notice.

(5) Insert if Section 3.1(a)(iii) Grantor's Notice.

(6) Insert if Section 3.1(a)(v) Grantor's Notice.
54

EXHIBIT B

(Form of Exercise Notice)

(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement" dated as
of ________ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Exercise Notice is being delivered to you pursuant to Section
3.2 of the Agreement and in response to your Exercise Period Notice dated as of
(date).

Purchaser hereby (irrevocably elects to exercise the Control Option
and purchase the Optioned Shares for an aggregate purchase price of $__________
. Schedule I hereto sets forth our calculation of the purchase price per share
pursuant to Sections 3.3 and 3.4(a) of the Agreement. Please contact us so that
we may agree on a mutually acceptable time and place for closing.) (elects to
exercise to Control Option and purchase the Optioned Shares at a price to be
determined pursuant to Section 3.3 and the procedures described in Section
3.4(b) of the Agreement. Please contact us so that we may attempt to negotiate
the Market Value of _______ within 10 Business Days of the date hereof.)(7)

Please contact us so that we may agree on a mutually acceptable time
and place for closing.

(BELL CANADA INTERNATIONAL INC.)

By:

(7) Use second option only if a Market Value must be determined pursuant to
Section 3.4(b).
55
EXHIBIT C

(Form of Offer Notice)

(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Offer Notice is being delivered to you pursuant to Section
7.2 of the Agreement.

Purchaser wishes to dispose of the Control Option and hereby
irrevocably offers to sell the Control Option to Grantor (or, if Grantor elects
not to purchase the Control Option, any of its Affiliates, including the
Company) for the Offer Price (as defined in the Agreement), which we calculate
to be $__________ as of the date of this Offer Notice.

If Grantor (or its Affiliate) wishes to purchase the Control Option
for the Offer Price, please respond by delivery of an Acceptance Notice in
accordance with subsection 7.2(b) of the Agreement on or prior to that date
which is 270 days from receipt by you of this Offer Notice.

(Bell Canada International Inc.)

By:
56
EXHIBIT D

(Form of Acceptance Notice)

(Date)

To (Bell Canada International Inc.):

Reference is made to the Option Agreement (the "Agreement") dated as
of ______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Acceptance Notice is being delivered to you pursuant to
Section 7.2 of the Agreement and in response to Purchaser's Offer Notice dated
as of (date).

Grantor hereby irrevocably agrees to exercise the Control Option and
purchase the Optioned Shares for the Offer Price, which we calculate to be
$___________ as of the date hereof. (Grantor also hereby elects to purchase
(i) all shares of Common Stock and Class A Common Stock and (ii) any other debt
or equity securities of the Intercable Group Entities held by Purchaser and its
Subsidiaries on the date hereof for an aggregate purchase price to be
determined pursuant to Section 7.2(b) of the Agreement.)(8)

Please contact us so that we may agree on a mutually acceptable time
and place for closing (and the purchase price of the additional securities)*.

(NEWCO)

By:

(8) Insert if appropriate.
57

EXHIBIT B

(FOR USE BY SPACELINK IF THE
ALTERNATIVE TRANSACTION IS CONSUMMATED)

OPTION AGREEMENT

Dated as of (Closing Date), 1994

Between

(BELL CANADA INTERNATIONAL INC.)

and

(NEWCO)
58
TABLE OF CONTENTS

Page
----

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III

EXERCISE OF THE CONTROL OPTION

SECTION 3.1. Exercise Periods . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2. Exercise of Control Option . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3. Purchase Price For the Optioned
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.4. Determination of Market Value . . . . . . . . . . . . . . . . . 10
SECTION 3.5. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.6. Termination of Control Option . . . . . . . . . . . . . . . . . 11
SECTION 3.7. Adjustment Upon Changes in Capital-
ization or Merger . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.2. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.1. Valid Title . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.4. Governmental Authorization . . . . . . . . . . . . . . . . . . . 14
SECTION 5.5. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . 14

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59

Page
----

SECTION 5.7. Validity, Perfection and Priority of
Security Interest . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

SECTION 6.1. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.2. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . 16
SECTION 6.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.5. Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.6. Acquisition for Purchaser's Account . . . . . . . . . . . . . . 16

ARTICLE VII

CHANGE IN LAW

SECTION 7.1. Change in Law . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.2. Right of First Offer . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.3. Closing Procedures . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.1. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.2. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.3. Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX

PLEDGE OF OPTIONED SHARES

SECTION 9.1. The Security Interest . . . . . . . . . . . . . . . . . . . . . 20
SECTION 9.2. Delivery of Collateral . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.4. Right to Vote and Receive Dividends
on Collateral . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 9.5. Limitation on Duty of Purchaser in
Respect of Collateral . . . . . . . . . . . . . . . . . . . 22
SECTION 9.6. Termination of Security Interest;
Release of Collateral . . . . . . . . . . . . . . . . . . . 22
SECTION 9.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 22

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Page
----

ARTICLE X
MISCELLANEOUS

SECTION 10.1. Termination. . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 10.2. Successors and Assigns. . . . . . . . . . . . . . . . . . 23

SECTION 10.3. Specific Performance 23
SECTION 10.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.5. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.6. Amendments and Waivers . . . . . . . . . . . . . . . . . 25
SECTION 10.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.8. Counterparts; Effectiveness. . . . . . . . . . . . . . . 25
SECTION 10.9. Headings . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.10. Entire Agreement . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.11. Separability. . . . . . . . . . . . . . . . . . . . . . 26

SCHEDULES

SCHEDULE I Option Price

EXHIBITS

EXHIBIT A Exercise Period Notice
EXHIBIT B Exercise Notice
EXHIBIT C Offer Notice
EXHIBIT D Acceptance Notice

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61
OPTION AGREEMENT

AGREEMENT dated as of (Closing Date), 1994 between (BELL CANADA
International Inc., a Canadian corporation) ("Purchaser"), and (NEWCO), a
(Delaware) corporation ("Grantor").

(NOTE: THIS DRAFT DOES NOT INCLUDE MECHANICS FOR PURCHASER BEING A
FINANCIAL INSTITUTION ACTING AS AGENT FOR BCI)

W I T N E S E T H :

WHEREAS, concurrently with the execution of this Agreement,
Purchaser is purchasing (5,864,873) shares of Class A Common Stock of Jones
Intercable, Inc., a Colorado corporation (the "Company"), for an aggregate
purchase price of ($161,284,007);

WHEREAS, the parties hereto acknowledge that Purchaser would not
enter into the Stock Purchase Agreement (as defined below) unless Grantor also
granted the option set forth herein; and

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. (a) The following terms, as used
herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Capital Stock" means, at any time, Common Stock, Class A Common
Stock and any other authorized capital stock of the Company.

"Change in Law" means on or after the date of this Agreement the
adoption of any applicable treaty, law, rule or regulation, or any change in
any applicable treaty, law,
62
rule or regulation, or any change in the interpretation or administration
thereof by any Governmental Authority (whether by opinion, order, policy
statement or other similar documents), or any directive of any Governmental
Authority.

"Class A Common Stock" means the Class A Common Stock of the
Company, par value $0.01 per share.

"Collateral" has the meaning assigned to such term in Section 9.l(a).

"Common Stock" means the Common Stock of the Company, par value
$0.01 per share.

"Control Option" means the option to purchase the Optioned Shares
pursuant to the terms and conditions of this Agreement.

"Dollars" and sign "$" means United States dollars.

"Exon-Florio Act" means Section 721 of Title VII of the Defense
Production Act of 1950, as amended, together with the rules and regulations
promulgated thereunder.

"Governmental Authority" means any local, county, state,
commonwealth, federal or foreign court, judicial, executive, or legislative
instrumentality, or any agency, authority, commission, board or official
thereof, including, without limitation, any franchising authority.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

2
63
"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Jones International" means Jones International, Ltd., a Colorado
corporation.

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset.

"Option Price" means, at any time, the Option Price described on
Schedule I at such time.

"Optioned Shares" means the ______ shares of Common Stock owned by
Grantor on the date hereof and delivered to Purchaser pursuant to Section 9.1
(as the same may be adjusted pursuant to Section 3.7).

"Optionor" means Grantor and the grantor under the Related Option
Agreement.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Purchase Price" means the aggregate amount payable to Grantor in
connection with the purchase of the Optioned Shares, as calculated pursuant to
Section 3.3.

"Related Option Agreements" means the Option Agreements dated as of
the date hereof between (i) Purchaser and Jones and (ii) Purchaser and
International.

"Resignation Event" means the resignation of Glenn R. Jones as Chief
Executive Officer of the Company.

"Secured Obligations" means the obligations of Grantor to deliver
the Optioned Shares at the Closing, free and clear of any Lien and any other
limitation or restriction under this Agreement.

3
64

"Securities Act" means the Securities Act of 1933, as amended, and
rules and regulations promulgated thereunder.

"Security Interest" means the security interest in the Collateral
granted hereunder securing the Secured Obligations.

"Shareholders Agreement" means the Shareholders Agreement dated as
of the date hereof among the Purchaser, the Company, Spacelink, Jones and
International.

"SPA Closing" means the closing under the Stock Purchase Agreement.

"Spacelink" means Jones Spacelink, Ltd., a Colorado corporation.

"Spacelink Bankruptcy Event" means (i) Grantor or Spacelink shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or substantially all of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing, (ii) an involuntary case or other
proceeding shall be commenced against Grantor or Spacelink seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or substantially all of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 90 days or (iii) an order for relief shall be entered against
Grantor or Spacelink under the federal bankruptcy laws as now or hereafter in
effect.

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between the Company and Purchaser.

4
65
by such Person, (ii) any partnership of which such Person is, directly or
indirectly, a general or managing partner or (iii) any other entity that is,
directly or indirectly, controlled by such Person. The parties hereto
acknowledge that (i) Glenn R. Jones and Jones International are not
Subsidiaries of any Intercable Group Entity and (ii) BCE Inc. is not a
Subsidiary of Purchaser.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

Term Section

ARTICLE II

GRANT OF THE CONTROL OPTION

SECTION 2.1. Grant of Control Option. (a) Subject to the terms and
conditions of this Agreement, Grantor hereby grants to Purchaser an irrevocable
option to purchase all, but not less than all, of the Optioned Shares.

5
66
(b) In consideration of the grant by Grantor of the Control Option,
Purchaser hereby pays to Grantor an amount in cash equal to $19.00 per Optioned
Share.

(c) Amounts paid by Purchaser pursuant to this Section 2.1 shall
not be deducted from the Purchase Price payable at the Closing.

ARTICLE III

EXERCISE OF THE CONTROL OPTION

(i) the period commencing on the day of an Event and ending
270 days after Purchaser receives written notice from or on behalf of
any Optionor of the occurrence of an Event;

(ii) the period commencing on the day of a Resignation Event
and ending 90 days after Purchaser receives a written notice from (or
on behalf of) any Optionor of the occurrence of a Resignation Event;

(iii) the period commencing on the day that Purchaser
receives a written notice from (or on behalf of) Grantor requesting
that Purchaser exercise the Control Option (the "Grantor's Notice"),
which notice may be delivered only on or after the fifth anniversary
of the SPA Closing, and ending 180 days after such day;

(iv) the period commencing on the seventh anniversary of the
SPA Closing and ending on the eighth anniversary of the SPA Closing;
and

(v) the period commencing on the day of a Spacelink
Bankruptcy Event and ending 30 days after Purchaser receives written
notice of the occurrence of a Spacelink Bankruptcy Event. provided
that no Exercise Period will expire if immediately preceding such
expiration there is in effect a law, regulation or order that stays or
otherwise prohibits Purchaser from delivering an Exercise Notice after
(or as a result of) the occurrence of a Spacelink Bankruptcy Event.

6
67
(b) The notices delivered pursuant to clauses (i), (ii), (iii) and
(v) will be in the form attached hereto as Exhibit A. A Grantor's Notice
delivered pursuant to clause (iii) will be effective only if a similar notice
is simultaneously delivered to Purchaser under the Related Option Agreements.
Once delivered to Purchaser, a Grantor's Notice will be irrevocable.

(c) Subject to the termination provisions of Section 3.6, the
parties acknowledge that at any given time there may be more than one Exercise
Period in effect at such time.

SECTION 3.2. Exercise of Control Option. (a) Purchaser may
exercise the Control Option at any time during an Exercise Period by delivery
to Grantor of an irrevocable written notice in the form attached hereto as
Exhibit B (the "Exercise Notice"). Purchaser has no obligation to deliver an
Exercise Notice and may allow the Control Option to expire and terminate
without purchasing the Optioned Shares. The Control Option may only be
exercised simultaneously with the exercise of the option granted under the
Related Option Agreements and the Closing hereunder will only take place
simultaneously with the closing of the exercise of the option granted under the
Related Option Agreements.

(ii) All other actions by, in respect of or filings with any
Governmental Authority in the United States, England or Spain, or any
other country where the Intercable Group conducts material business,
required to permit the consummation of the Closing shall have been
taken or obtained, as the case may be, and shall be in full force and
effect.

7
68
(iii) There shall not then be in effect any applicable law,
rule or regulation or any judgment, injunction, order or decree that
has one or more of the effects described in clauses (a), (b) or (c) of
the following paragraph (iv), provided that if after the date hereof
Bell Canada International Inc. ("BCI") or any of its Affiliates enters
into a new line of business and at such time there is a law, rule or
regulation that has, or is reasonably expected to have, one or more of
such effects, then this clause (iii) will not apply to any such law,
rule or regulation.

(vi) The representations and warranties of Grantor contained
in Article V shall be true at and as of the date of the Closing, as if
made at and as of such date.

SECTION 3.3. Purchase Price For the Optioned Shares.

(a) The purchase price per Optioned Share will be calculated as
follows:

8
69
(i) (A) if the Trigger Date occurs prior to or on the
(18th)(1) day after the date hereof, ___% of the Market Value of a
share of Class A Common Stock on the applicable Trigger Date, or (B)
if the Trigger Date occurs after such (18th) day, the sum of (x)
two-thirds of the Option Price on the applicable Trigger Date and (y)
one-third of 120% of the Market Value of a share of Class A Common
Stock on the applicable Trigger Date(2), in each case reduced by

(b) The applicable "Trigger Date" will depend on the Exercise
Period under which Purchaser is delivering an Exercise Notice and will be
earliest of the following days:

(i) in the case of an Exercise Period described in clauses
(i) or (ii) of Section 3.1(a), the day of an Event or Resignation
Event, as the case may be;

(ii) in the case of an Exercise Period described in clause
(iii) of Section 3.1(a), the day immediately preceding the day on
which Grantor delivers a Grantor's Notice;

(iii) in the case of an Exercise Period described in clause
(iv) of Section 3.1(a), the day immediately preceding the day on which
Purchaser delivers an Exercise Notice; or

(iv) in the case of an Exercise Period described in clause
(v) of Section 3.1(a), the day immediately preceding the day of a
Spacelink Bankruptcy Event.

(1)Insert day which is six months after closing.

9
70
SECTION 3.4. Determination of Market Value. (a) For purposes of
this Agreement, "Market Value" of a share of Class A Common Stock means, on any
Trigger Date, the average of the daily closing prices on the NASDAQ National
Market System (or other principal exchange on which shares of Class A Common
Stock are listed or approved for trading) for the shares of Class A Common
Stock for the 20 consecutive trading days immediately prior to the Trigger
Date. The daily closing price for each such trading day shall be the closing
price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of Class A Common Stock is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account exdividend
trading.

10
71
(c) At any time prior to 10 Business Days after the receipt by
Purchaser of a written determination of the Market Value pursuant to the
immediately preceding paragraph (b) (the "Withdrawal Period"), Purchaser shall
have the right to withdraw its Exercise Notice by written notice to Grantor.
Notwithstanding the immediately preceding sentence, in the event the investment
banking firm selected by Purchaser submits a proposed Market Value pursuant to
such paragraph (b), Purchaser may withdraw its Exercise Notice only for 10
Business Days after the receipt by Purchaser of such proposed Market Value,
provided that if (but only if) the Final Determination is greater than 110% of
such proposed Market Value, Purchaser will have 10 Business Days after the
receipt by Purchaser of such Final Determination to withdraw its Exercise
Notice. If Purchaser does not withdraw such Exercise Notice pursuant to this
paragraph (c), Purchaser will notify Grantor within five Business Days after
the expiration of such Withdrawal Period as to the time and place of the
Closing, which shall be not more than 20 Business Days after the expiration of
such Withdrawal Period, provided that, subject to Section 3.6, Purchaser may
postpone such closing until such time as the conditions described in Section
3.2(b) have been satisfied or waived by Purchaser.

SECTION 3.6. Termination of Control Option. (a) The Control Option
shall terminate at 5:00 p.m. Denver time when the first Exercise Period
described in clauses (i), (iii) or (iv) of Section 3.1 expires (the
"Termination Time"), provided that, subject to the following paragraph (b), the
Control Option will not terminate if Purchaser has previously delivered to
Grantor an Exercise Notice. The Control Option shall also terminate (A) at
such time as Purchaser withdraws an Exercise Notice pursuant to Section 3.4(c),
or (B) if the Closing has been postponed pursuant to Section 3.2(b), ten
Business Days after Grantor

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72
has delivered written notice to Purchaser stating that it believes Purchaser is
not using its reasonable efforts to consummate the Closing promptly (which
notice will set forth the basis for such claim) and Purchaser has failed to use
its reasonable efforts prior to the expiration of such period to cure the
problem identified by Grantor. The Control Option will not terminate upon the
expiration of the Exercise Periods described in clauses (ii) and (v) of Section
3.1.

ARTICLE IV

COVENANTS

SECTION 4.1. No Proxies for or Encumbrances on Optioned Shares.
Except as contemplated by this Agreement, until the Termination Time, Grantor
shall not, directly or indirectly, (i) grant any proxies (other than a
revocable proxy granted in connection with a meeting of stockholders) or enter
into any voting trust or other agreement or arrangement with respect to the
voting of any Optioned Shares, (ii) sell, assign, transfer, encumber or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance or other disposition of, any Optioned Shares or (iii)
seek or solicit any transaction or arrangement described in clauses (i) and
(ii). Grantor will notify Purchaser promptly (and provide

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all details reasonably requested by Purchaser) if Grantor is approached or
solicited, directly or indirectly, by any person with respect to any of the
foregoing. Nothing herein shall be deemed to prevent or restrict (x) Grantor
or its Affiliates from voting its shares in its sole discretion on all matters,
except as otherwise agreed to between Grantor, its Affiliates and Purchaser in
the Shareholders Agreement or otherwise or (ii) any Affiliate of Grantor from
taking or refraining from taking any other action not provided herein or
otherwise agreed to between Grantor, its Affiliates and Purchaser in the
Shareholders Agreement or otherwise.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF GRANTOR

SECTION 5.2. Corporate Existence. Grantor is a corporation duly
incorporated, validly existing and in good standing under the laws of Colorado
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted. Grantor is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where the failure to
be so qualified would not, individually or in the

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aggregate, have a material adverse effect on the condition or business of
Grantor. Grantor has heretofore delivered to Purchaser true and complete
copies of its articles of incorporation and bylaws as currently in effect.

14
75

any Intercable Group Entity in connection with the grant or exercise of the
Control Option.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Grantor that as of the date
hereof and, in the case of Sections 6.5 and 6.6 the date of the Closing:

SECTION 6.1. Corporate Existence. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of Canada
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted.

SECTION 6.2. Binding Effect. The execution, delivery and
performance by Purchaser of this Agreement are

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within Purchaser's powers and have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly
executed and delivered by Purchaser and, assuming the accuracy of Grantor's
representations and warranties herein, is a valid and binding Agreement of
Purchaser.

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thereof and will not be transferred except in compliance with the Securities
Act.

ARTICLE VII

CHANGE IN LAW

(b) For a period of 270 days after receipt of the Offer Notice,
Grantor (or, if Grantor elects not to purchase the Control Option, any of its
Affiliates, including the Company) may, by a written notice to Purchaser in the
form attached as Exhibit D hereto (an "Acceptance Notice"), elect to purchase
the Control Option at the Offer

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78

Price and, if it so elects, may also purchase all (but not less than all) of
(i) the shares of Common Stock and Class A Common Stock then held by Purchaser
and its Subsidiaries at a price per share equal to the Market Value of such
shares (calculated pursuant to Section 3.4 and assuming that the Trigger Date
is the day immediately preceding the day the Offer Notice is delivered) and
(ii) any other debt or equity securities of the Intercable Group Entities then
held by the Purchaser and its Subsidiaries at a price equal to the fair market
value of such securities on the day immediately preceding the day on which the
Offer Notice is delivered (such value to be determined pursuant to the
valuation procedures described in Section 3.4(b)).

SECTION 7.3. Closing Procedures. (a) The delivery of an
Acceptance Notice will constitute a contract between Purchaser and Grantor (and
any Affiliate of Grantor that delivers the Acceptance Notice) for the purchase
and sale of (i) the Control Option at the Offer Price, and (ii) if applicable,
the securities described in clauses (i) and (ii) of Section 7.2(b) (the
"Additional Securities") at the price described therein.

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(d) At any closing hereunder, Purchaser will deliver to the
purchaser good and valid title to the Control Option and the Additional
Securities, free and clear of any Lien.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

SECTION 8.2. Indemnification. (a) Grantor hereby indemnifies
Purchaser against and agrees to hold it harmless from any and all damage, loss,
liability and expense other than consequential damages (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any action, suit or proceeding) ("Damages")
incurred or suffered by Purchaser arising out of any misrepresentation or
breach of warranty, covenant or agreement made or to be performed by Grantor
pursuant to this Agreement.

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ARTICLE IX

PLEDGE OF OPTIONED SHARES

(b) In the event any change in the Company's capital stock
described in Section 3.7 shall occur, Grantor will immediately pledge and
deposit with Purchaser any securities (and any share certificates or other
instruments evidencing such securities) issued by the Company in respect of the
Optioned Shares, and all income and profits thereon (other than dividends paid
by the Company in respect of the Optioned Shares prior to any exercise by the
Purchaser of its remedies hereunder), as additional security for the Secured
Obligations. All such securities, share certificates, instruments and other
property constitute

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Collateral and are subject to all provisions of this Agreement.

SECTION 9.4. Right to Vote and Receive Dividends on Collateral.
(a) Until such time (if ever) that Purchaser shall have exercised any of its
remedies in

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respect of the Collateral, Grantor shall retain all voting rights with respect
to the Optioned Shares and shall have the right to receive all dividends paid
by the Company in respect of the Collateral and Purchaser shall take all such
action as Grantor may deem necessary or appropriate to give effect to such
right. All such dividends which are received by Purchaser shall be received in
trust for the benefit of Grantor and shall promptly be paid over to Grantor.

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ARTICLE X

MISCELLANEOUS

SECTION 10.1. Termination. (a) This Agreement will terminate
automatically and will be of no further force or effect at the Termination
Time.

SECTION 10.3. Specific Performance. The parties agree that (i)
Purchaser would be irreparably damaged if for

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84

any reason Grantor failed to sell the Optioned Shares upon exercise of the
Control Option or to perform any of Grantor's other obligations under this
Agreement, and that Purchaser would not have an adequate remedy at law for
money damages in such event and (ii) Grantor would be irreparably damaged if
for any reason Purchaser failed to maintain the Collateral in accordance with
the terms of this Agreement or to perform any of Purchaser's other obligations
under this Agreement, and that Grantor would not have an adequate remedy at law
for money damages in such event. Accordingly, each party shall be entitled to
specific performance and injunctive and other equitable relief to enforce the
performance of this Agreement by the other party. This provision is without
prejudice to any other rights that each party may have against the other party
for any failure to perform their obligations under this Agreement.

if to Grantor:

(name of Grantor)
(address)
Fax:
Attention:

with a copy to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: 303-784-8510
Attention: Glenn R. Jones and General
Counsel

if to Purchaser:

(Bell Canada International Inc.)
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

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85

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

SECTION 10.5. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

SECTION 10.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without
regard to the conflicts of law rules of such state.

SECTION 10.9. Headings. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

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86

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

(NEWCO)

________________________________
By:
Title:

(BELL CANADA INTERNATIONAL INC.)

________________________________
By:
Title:

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87

SCHEDULE I

THE OPTION PRICE

The Option Price on any Trigger Date will be based on the following table:

Anniversary
of the
SPA Closing Base Price

181st day
after SPA Closing 28.50

1 40.32
2 45.16
3 50.58
4 56.65
5 63.44
6 71.06
7 79.58
8 89.13

The Option Price on any Trigger Date will equal the sum of:

(i) the Base Price on the anniversary of the SPA
Closing immediately preceding the Trigger Date,
and

(ii) a pro rata portion (based on the number of days
elapsed between the most recent anniversary of the
SPA Closing and the Trigger Date) of the
difference between such Base Price and the Base
Price on the immediately succeeding anniversary of
the SPA Closing.
88
EXHIBIT A

(Form of Exercise Period Notice)

(Date)

To (Bell Canada International Inc.):

Grantor hereby irrevocably notifies Purchaser that (an Event has
occurred on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(i) of the Agreement. Such Exercise Period will expire on 270 days from
receipt by you of this Grantor's Notice.)(3) (a Resignation Event has occurred
on (date) and an Exercise Period has commenced pursuant to subsection
3.1(a)(ii) of the Agreement. Such Exercise Period will expire on ________,
which is 90 days from receipt by you of this Grantor's Notice.)(4) (pursuant to
subsection 3.1(a)(iii) of the Agreement, Grantor hereby requests that Purchaser
determine whether it wishes to exercise the Control Option on or prior to
________, which is 180 days from receipt by you of this Grantor's Notice.)(5)
(a Spacelink Bankruptcy Event has occurred on (date) and an Exercise Period has
commenced pursuant to subsection 3.1(a)(v) of the Agreement. Such Exercise
Period will expire on ________, which is 30 days from receipt by you of this
Grantor's Notice.)(6)

(NEWCO)

By:

(3) Insert if Section 3.1(a)(i) Grantor's Notice.

(4) Insert if Section 3.1(a)(ii) Grantor's Notice.

(5) Insert if Section 3.1(a)(iii) Grantor's Notice.

(6) Insert if Section 3.1(a)(v) Grantor's Notice.
89

EXHIBIT B

(Form of Exercise Notice)

(Date)

To (Newco):

Please contact us so that we may agree on a mutually acceptable time
and place for closing.

(BELL CANADA INTERNATIONAL INC.)

By:

(7) Use second option only if a Market Value must be determined pursuant to
Section 3.4(b).
90

EXHIBIT C

(Form of Offer Notice)
(Date)

To (Newco):

Reference is made to the Option Agreement (the "Agreement") dated as
of _______ __, 1994 between (Bell Canada International Inc.) and (Newco).
Capitalized terms used but not defined herein have the meanings set forth in
the Agreement. This Offer Notice is being delivered to you pursuant to Section
7.2 of the Agreement.

(Bell Canada International Inc.)

By:
91
EXHIBIT D

(Form of Acceptance Notice)

(Date)

To (Bell Canada International Inc.):

Please contact us so that we may agree on a mutually acceptable time
and place for closing (and the purchase price of the additional securities)*.

(NEWCO)

By:

(8) Insert if appropriate.
92

EXHIBIT C

CERTIFICATE OF INCORPORATION
OF
(NEWCO)

THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to the provisions of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

FIRST: The name of the corporation is (Newco) (the "Corporation").

SECOND: The address of the registered office of the Corporation in
the State of Delaware is (Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801). The name of the registered
agent of the Corporation at such address is (The Corporation Trust Company).

THIRD: The purpose of the Corporation is solely (i) to own shares
of Common Stock, par value $0.01 per share ("Intercable Stock"), of Jones
Intercable, Inc. ("Intercable"), (ii) to enter into an option agreement (as
amended from time to time, the "Option Agreement") to be dated as of ______ __,
1994 with Bell Canada International Inc. ("BCI"), or a financial institution
acting as agent for BCI, pursuant to which the Corporation will grant to BCI or
such agent an option to purchase and a continuing security interest in all of
the shares of Intercable Stock owned by the Corporation, (iii) to perform its
obligations and enforce its rights under the Option Agreement and (iv) to take
any and all actions and to do any and all things necessary or appropriate to
accomplish the foregoing. The Corporation will conduct no other activities
except as described in the immediately preceding sentence. Without limiting
the generality of the foregoing, the Corporation will not assume or guarantee
the obligations of any other person or entity.

FOURTH: The Corporation shall have the authority to issue two
classes of shares of capital stock, which shall be designated "Common Stock"
and "Preferred Stock". The total number of shares of Common Stock which the
Corporation is authorized to issue is 1,000 shares, par value $0.01 per share.
Each share of Common Stock shall be entitled to one vote. The total number of
shares of Preferred Stock which the Corporation is authorized to issue is one
(1) share, par value $0.01 per share. No shares of capital stock may be
93

transferred without the unanimous consent of all holders of Common Stock and
Preferred Stock.

FIFTH: (1) The holder of Preferred Stock shall be entitled to
receive cumulative cash dividends equal to ($50.00) per share. Such dividends
shall be payable annually on _______ __ of each year (unless such day is not a
business day, in which event on the next succeeding business day) to the holder
of record as it appears on the register for the Preferred Stock, commencing on
the first such date following the date of issuance of the Preferred Stock.
Dividends shall accrue from the date of original issue of the Preferred Stock.
Annual dividends which are not paid in full will accumulate without interest
until such accumulated annual dividends shall have been declared and paid by
the Board of Directors of the Corporation.

(2) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, before any payment or
distribution of the assets of the Corporation (whether capital or surplus), or
proceeds thereof, shall be made to or set apart for the holders of shares of
Common Stock, the shareholder of Preferred Stock shall be entitled to receive
payment of $1,000.00 per share, plus an amount equal to all accrued and unpaid
dividends thereon, whether or not declared to the date of such payment.

(3) On or after the first business day following the Termination
Time (as defined in the Option Agreement), the Preferred Stock will be redeemed
automatically (subject to the legal availability of funds), in whole but not in
part, at a redemption price equal to $1,000.00 per share, together with an
amount equal to all accrued and unpaid dividends (whether or not declared) to
the date of redemption.

(4) Except as required by law and except as provided in paragraph 5
below, each share of Preferred Stock shall not be entitled to vote.

(5) At any time when the Preferred Stock is outstanding, (a) the
holder of the Preferred Stock shall have the right to nominate, elect and
remove the "Independent Director", as defined in Article ELEVENTH hereof, (b)
without the prior affirmative vote or written consent of the holder of the
Preferred Stock, the Corporation will not merge or consolidate with another
entity, or enter into an agreement to take such an action and (c) without the
prior affirmative vote or written consent of the holder of the Preferred Stock,
the Corporation may not amend this Certificate of Incorporation.

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94

SIXTH: The name and address of the incorporator
are as follows:

NAME ADDRESS

The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.

SEVENTH: The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until
their successors are elected and qualified are:

NAME MAILING ADDRESS

(to come) (to come)

EIGHTH: Election of directors need not be by written ballot unless
the By-Laws of the Corporation so provide.

NINTH: The Board of Directors of the Corporation is authorized to
adopt, amend or repeal the By-Laws of the Corporation.

TENTH: (1) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that exculpation from liability is not
permitted under the General Corporation Law of the State of Delaware.

(2) The Corporation shall, to the maximum extent permitted under the
law of the State of Delaware, indemnify and hold harmless and upon request
shall advance expenses to any person (and the heirs, executors or
administrators of such person) who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit, proceeding
or claim, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was or has agreed to be a director or
officer of the Corporation. The right to indemnification in this Article TENTH
shall also include the right to be paid by the Corporation the expenses
incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by Delaware Law. The right to
indemnification conferred in this Article TENTH shall be a contract right.

(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was

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95

a director or officer of the Corporation against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.

(4) The rights and authority conferred in this Article TENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.

(5) Neither the amendment nor repeal of this Article TENTH, nor the
adoption of any provision of the Certificate of Incorporation or the By-Laws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this Article TENTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

ELEVENTH: (1) At all times, one of the directors of the
Corporation (the "Independent Director") shall be a person who is free from any
relationship that would interfere with the exercise of independent judgment by
such person as a member of the board of directors of the Corporation. Without
limiting the generality of the foregoing, a person will not be an Independent
Director if such person:

(i) is, or has been, a director or officer of, employed by
or a consultant to, any JI Group Entity,

(ii) is, or since January 1, 1993 has been, an officer,
director, general partner or more than 5% shareholder (by either vote
or value) of a Person that has, or since January 1, 1993 has had, a
material business relationship with any JI Group Entity,

(iii) is, or has been, a more than 5% shareholder (by either
vote or value) of any JI Group Entity, or is an officer or director of
any such shareholder, or

(iv) is a member of the immediate family (as defined in Rule
16a-1 under the Securities Exchange Act of 1934, as amended) of any
Person described in clauses (i), (ii) or (iii).

"JI Group Entity" means, at any time, Glenn R. Jones and each
other Person that is an Affiliate of Glenn R. Jones at such time.

4
96

"Person" means an individual, corporation, partnership,
association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.

"Affiliate" means, with respect to any Person, any individual,
corporation, partnership, association, trust or other entity or
organization, including a government or political subdivision or an
agency or instrumentality thereof, other than the Corporation,
directly or indirectly controlling, controlled by, or under common
control with such Person.

(2) The Corporation shall maintain its principal executive office
separate from that of any Affiliate of the Corporation.

(3) The Corporation shall maintain its financial statements,
accounting records and other corporate documents separate from those of any
Affiliate of the Corporation or any other entity. The Corporation shall
prepare unaudited quarterly and audited annual financial statements, and the
Corporation's financial statements shall comply with generally accepted
accounting principles. The Corporation shall maintain its own bank accounts,
payroll and correct, complete and separate books of account. The Corporation
shall retain as its accountants a nationally recognized firm of independent
certified public accountants, provided that such accountants may also serve as
accountants of any Affiliate of the Corporation.

(4) The Corporation shall at all times hold itself out to the public
(including any creditors of an Affiliate of the Corporation) under the
Corporation's own name and as a separate and distinct corporate entity.
Communications on behalf of the Corporation shall be made in its own name.

(5) All customary formalities regarding the corporate existence of
the Corporation, including holding meetings of or obtaining the consent of its
Board of Directors, as appropriate, and its stockholders and maintaining
current and accurate minute books, shall be observed.

(6) The Corporation shall act solely in its own corporate name and
through its own duly authorized officers and agents. No Affiliate of the
Corporation shall act as an agent of the Corporation (provided that an officer
or director of such an Affiliate may also serve as an officer or director of
the Corporation).

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97

(7) The Corporation shall pay its own liabilities, indebtedness and
obligations of any kind, including all administrative expenses, from its own
separate assets.

(8) Assets of the Corporation shall be separately identified,
maintained and segregated. The Corporation's funds shall not be commingled
with those of any other corporate or natural person. The Corporation's assets
shall at all times be held by or on behalf of the Corporation and, if held on
behalf of the Corporation by another entity, shall at all times be kept
identifiable (in accordance with customary usages) as assets owned by the
Corporation. In no event shall any of the Corporation's assets be held on its
behalf by any Affiliate of the Corporation.

TWELFTH: The Corporation shall not, without the affirmative vote of
100% of the Board of Directors, institute proceedings to be adjudicated
bankrupt or insolvent; or consent to the institution of bankruptcy or
insolvency proceedings against it; or file a petition seeking, or consent to,
reorganization or relief under any applicable federal or state law relating to
bankruptcy; or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Corporation or a
substantial part of its property; or make any assignment for the benefit of
creditors; or admit in writing its inability to pay its debts generally as they
become due; or take any corporate action in furtherance of any such action.

THIRTEENTH: When voting on matters subject to the vote of the Board
of Directors, notwithstanding that the Corporation is not then insolvent, the
Independent Director may take into account the interests of the creditors of
the Corporation. Every stockholder of the Corporation shall be deemed to have
consented to the foregoing by virtue of such stockholder's purchase of shares
of capital stock of the Corporation, no further act or deed of any stockholder
being required to evidence such consent.

FOURTEENTH: The Corporation may not distribute any proceeds
received by it pursuant to Section 3.5 of the Option Agreement unless the
recipient of such proceeds agrees to assume the obligations of the Corporation,
if any, under Article VIII of the Option Agreement.

FIFTEENTH: The Corporation may amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, subject to the
provisions of Article TENTH, all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this reserved
power; provided that any such amendment

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98

(including without limitation any amendment of Articles TWELFTH and THIRTEENTH)
shall require the affirmative vote of 100% of the Board of Directors; and
provided further that any such amendment shall be subject to the provisions of
paragraph 5 of Article FIFTH.

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99
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make and file this
Certificate of Incorporation, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this day of ______, 1994.

__________________________

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100

EXHIBIT D

SHAREHOLDERS AGREEMENT

Dated as of (Closing Date), 1994

Among

JONES SPACELINK, LTD.,

GLENN R. JONES,

JONES INTERNATIONAL, LTD.,

BELL CANADA INTERNATIONAL INC.

and

JONES INTERCABLE, INC.

NOTE: AT CLOSING, THE SPECIAL PURPOSE VEHICLES WILL AGREE TO BE BOUND BY THE
AGREEMENT.
101
TABLE OF CONTENTS(1)

Page
----

ARTICLE I
DEFINITIONS

SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
GOVERNANCE OF THE COMPANY

SECTION 2.1 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2 Class A Directors . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.3 Common Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.4 Nomination and Vacancies . . . . . . . . . . . . . . . . . . . . . . 12
2.5 Certain Shareholder Agreements . . . . . . . . . . . . . . . . . . . 12
2.6 Investor Consent Rights . . . . . . . . . . . . . . . . . . . . . . . 14
2.7 Termination of Rights . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Tag-Along Right and
Third Party Offers . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III
COVENANTS

SECTION 3.1 Investment Commitment . . . . . . . . . . . . . . . . . . . . . . . . 20
3.2 Consultation on Business Strategies . . . . . . . . . . . . . . . . . 21
3.3 Obligation to Refer Business
Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.4 Supplier Arrangements . . . . . . . . . . . . . . . . . . . . . . . . 24
3.5 Programming Services . . . . . . . . . . . . . . . . . . . . . . . . 24
3.6 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . 27
3.7 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.8 Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.9 Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.10 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.11 Certain Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . 34
3.12 Purchases of Additional Shares
of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.13 Termination of Article III . . . . . . . . . . . . . . . . . . . . . 35

(1) The Table of Contents is not a part of this Agreement.

i
102

Page
----

ARTICLE IV
TRANSFER RESTRICTIONS
AND OFFER PROCEDURES

SECTION 4.1 Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 35
4.2 Sales of Class A Shares by Jones . . . . . . . . . . . . . . . . . . 36
4.3 Purchases of Class A Shares by
Bell International Group Entities . . . . . . . . . . . . . . . . 38
4.4 General Offer Procedures . . . . . . . . . . . . . . . . . . . . . . 39
4.5 Termination of Article IV . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V
PROVISIONS RELATING
TO THE CONTROL OPTION

SECTION 5.1 Issuances of Common Shares During the
Option Period . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.2 Consents and Approvals For Exercise
of Control Option . . . . . . . . . . . . . . . . . . . . . . . . 41
5.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.4 No Proxies or Encumbrances on
Optioned Shares . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.5 Deemed Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.6 Trading in Class A Shares . . . . . . . . . . . . . . . . . . . . . . 42
5.7 Certain Information . . . . . . . . . . . . . . . . . . . . . . . . . 42
5.8 Termination of Article V . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

SECTION 6.1 Representations and Warranties of
Jones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Representations and Warranties of
International . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Representations and Warranties of
Investor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.4 Representations and Warranties of
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.5 Representations and Warranties of
Spacelink . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VII
MISCELLANEOUS

SECTION 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.2 Successors and Assigns; Assignment . . . . . . . . . . . . . . . . . 47
7.3 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . 48
7.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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Page
----

7.6 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . 50
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.8 Counterparts; Effectiveness . . . . . . . . . . . . . . . . . . 50
7.9 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 51
7.11 Separability . . . . . . . . . . . . . . . . . . . . . . . . . 51

SCHEDULES

SCHEDULE I List of Affiliate Agreements
SCHEDULE II List of Cable Partnerships

EXHIBITS

EXHIBIT A Registration Rights
EXHIBIT B Form of Sale Offer Notice
EXHIBIT C Form of Purchase Notice
EXHIBIT D Form of Purchase Offer Notice
EXHIBIT E Form of Sale Notice

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AGREEMENT dated as of (Closing Date), 1994 among JONES SPACELINK,
LTD., a Colorado corporation ("Spacelink"), GLENN R. JONES, a resident of
Colorado, JONES INTERNATIONAL, LTD., a Colorado corporation ("International"),
BELL CANADA INTERNATIONAL INC., a Canadian corporation ("Investor"), and JONES
INTERCABLE, INC., a Colorado corporation (the "Company").

W I T N E S E T H :

WHEREAS, on March 25, 1994 Investor, through its wholly owned
subsidiary Bell Canada International BVI III Limited, purchased 2,500,000 Class
A Shares (as defined below) at a price of $22.00 per share, or $55,000,000 in
the aggregate;

WHEREAS, concurrently with the execution of this Agreement, (i)
Investor is purchasing from the Company (5,864,873) Class A Shares at a price
of $27.50 per share, or ($161,284,007) in the aggregate and (ii) Spacelink,
Glenn R. Jones and International are granting to Investor options to purchase
the Optioned Shares (as defined below) pursuant to the Option Agreements (as
defined below); and

WHEREAS, in connection with such transactions the parties hereto
wish to enter into certain arrangements concerning the operation and governance
of the Company and other related matters;

NOW THEREFORE, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. (a) The following terms, as used herein, have
the following meanings:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person.

"Affiliate Agreements" means the agreements described on Schedule I
as in effect on the date hereof.

"Allocated Expenses" means for any period the fees payable (without
regard to any Cable Partnership's right to defer or limit actual payment) to
the Company or a Consolidated Subsidiary by the Cable Partnerships to
compensate the Company or such Consolidated Subsidiary for
105
that portion (computed by the Company consistently with respect to all Cable
Partnerships) of its general overhead and administrative expenses, including
all of its direct and indirect expenses allocable to the operation of the Cable
Partnerships' business, including, but not limited to, home office rent,
supplies, telephone, travel and copying charges, and salaries of full and
part-time employees.

"Annualized Operating Cash Flow" means, for any fiscal quarter of
the Company, the product of (i) four and (ii) the total revenues (excluding the
gain on the sale of any assets to the extent included therein) of the Company
and its Consolidated Subsidiaries for such quarter, adjusted for Owned Systems
acquired or sold during such period, plus MLP Distributions and Interest
Income, less the sum of (A) operating expenses of the Company and its
Consolidated Subsidiaries for such quarter, excluding non-cash items, adjusted
for Owned Systems acquired or sold during such period, (B) general and
administrative expenses of the Company and its Consolidated Subsidiaries for
such quarter, excluding non-cash items, in each case, (C) CATV Fund Fees, net
of taxes, and (D) payments of Taxes on operating income, provided that
Management Fees, Allocated Expenses and Interest Income shall be included in
the foregoing amounts only to the extent actually received in cash during such
quarter.

"BCE Group Entity" means, at any time, BCE Inc., Investor and (i)
any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are, directly or indirectly, owned or controlled
by BCE Inc. at such time and (ii) any other entity that is, directly or
indirectly, controlled by BCE Inc. at such time.

"Bell International Group Entity" means, at any time, Investor and
(i) any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are, directly or indirectly, owned or controlled
by Investor at such time and (ii) any other entity that is, directly or
indirectly, controlled by Investor at such time.

"Bell International Shareholder" means, at any time, any Bell
International Group Entity that owns shares of Capital Stock at such time.

"Board" means the board of directors of the Company.

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106

"Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks are authorized to close in Montreal, Canada or
Denver, Colorado.

"Buy-Out Price" means the purchase price for the Owned Securities,
as determined pursuant to Section 2.8(c) and (d).

"Cable Partnership" means, at any time, any partnership listed on
Schedule II hereto that is an Intercable Group Entity at such time.

"Capital Stock" means, at any time, the Common Shares, the Class A
Shares and any other shares of authorized capital stock of the Company.

"CATV Fund Fees" means cash distributions (other than MLP
Distributions and Management Fees) from the Cable Partnerships to the Company
in its capacity as general partner of the Cable Partnerships, including,
without limitation, distributions from cash flow, distributions from the sale
or refinancing of Systems owned by a Cable Partnership and distributions upon
dissolution of a Cable Partnership (whether or not such distributions are
recognized for income statement purposes).

"Class A Directors" means the members of the Board elected by the
holders of the Class A Shares.

"Class A Shares" means the shares of Class A Common Stock, par value
$0.01 per share, of the Company.

"Closing Date" means the date of this Agreement.

"Common Directors" means the members of the Board elected by the
holders of the Common Shares.

"Common Shares" means the shares of Common Stock, par value $0.01
per share, of the Company.

"Consolidated Subsidiaries" means, at any date, those Subsidiaries
of the Company whose accounts would be consolidated with those of the Company
if consolidated financial statements were prepared as of such date in
accordance with generally accepted accounting principles.

"Control Option" means the options to purchase the Optioned Shares
pursuant to the Option Agreements.

"Convertible Debt" means the 7.5% Convertible Debentures due June 1,
2007 of the Company.

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"Core Business" means, at any time, the following lines of business:
(i) cable television services, (ii) wireline local communications services
(including exchange, access and value-added services, such as call waiting,
call forwarding and similar services) in geographic markets where the Company,
Spacelink or a Subsidiary of the Company or Spacelink, as the case may be, owns
a cable television business at such time and (iii) physical cable or wireline
delivery of multi-media services (including inter-active services) over
broadband networks in geographic markets where the Company or a Subsidiary of
the Company provides cable television or wireline local communications services
at such time. "Core Business" does not include (A) the provision of personal
communications services (as defined by the Federal Communications Commission at
47 C.F.R. 99.5 on the date hereof), but includes the lease (or other provision)
of wireline or broadband networks used in connection with the operation of the
Core Business to providers of personal communications services and (B) the
creation, development, production, acquisition, packaging and sale (but not
physical delivery) of entertainment, informational, educational and other
programming services or software, including inter-active, multi-media and CD
ROM services.

"Debt" of the Company and its Consolidated Subsidiaries means at any
date, without duplication, (i) all obligations of such Persons for borrowed
money, (ii) all obligations of such Persons evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of all such Persons
to pay the deferred purchase price of property or services, except trade
accounts payable and current liabilities arising in the ordinary course of
business, (iv) all obligations of all such Persons as lessee which are
capitalized in accordance with generally accepted accounting principles, (v)
all Debt of others secured by a Lien on any asset of all such Persons, whether
or not such Debt is otherwise an obligation of such Persons, (vi) all
guarantees, endorsements and other contingent obligations with respect to Debt,
or to otherwise assure the owner of any of such Debt against loss with respect
thereto and (vii) obligations to repurchase assets previously sold. "Debt"
does not include any Convertible Debentures.

"Dollars" or "$" means United States dollars.

"Employee Options" means any options to purchase Class A Shares
granted to employees, officers or directors of the Company or any of its
Subsidiaries pursuant to any employee benefit plan (including a stock option,
stock purchase or stock bonus plan) approved by the Board.

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108

"Event Date" means, after the Option Termination Date, the earlier
of (i) the date on which Investor's Ownership Percentage is less than 20% and
(ii) the date on which the Spacelink Group or the JI Group sells the Control
Block to a Control Purchaser after the Bell International Group Entities have
declined to accept an offer from a Control Purchaser pursuant to Section 2.8.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

"FCC" means the Federal Communications Commission or its successor.

"Financial Services Agreement" means the Financial Services
Agreement dated as of the date hereof between the Company and Jones Financial
Group, Inc.

"Franchise Agreement" means any franchise, agreement, permit,
license or other authorization granted by any Governmental Authority organized
within the United States of America, including all laws, regulations and
ordinances relating thereto, which authorizes the construction or operation of
a System or the reception and transmission of signals by microwave, and shall
include, without limitation, all FCC licenses and all certificates of
compliance, if any, and cable television registration statements (or similar
documents) which are required to be issued by or filed with the FCC.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Intercable Group" means, at any time, the Company and each Person
that is a Subsidiary of the Company at such time.

"Intercable Group Entity" means, at any time, each Person included
in the Intercable Group at such time.

"Interest Income" means, for any period, the sum of interest paid to
the Company with respect to (a) deferrals of Management Fees or Allocated
Expenses owed to the Company, (b) loans and advances made by the Company to the
Cable Partnerships and (c) cash on deposit in interest bearing accounts.

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109
"Investor Nominee" means any nominee designated to the Board by
Investor pursuant to Section 2.2(a)(i) and 2.3(ii) (which does not include any
Joint Nominee).

"Investor's Ownership Percentage" means, at any time, the ratio of
(i) the aggregate number of shares of Capital Stock owned by Investor and the
other Bell International Group Entities (and, in the case of calculations
pursuant to Section 3.12(a), any other BCE Group Entity) at such time to (ii)
the aggregate number of shares of Capital Stock outstanding at such time, in
each case calculated on a fully diluted basis and assuming the conversion of
all securities convertible or exchangeable into shares of Capital Stock and the
exercise of all options, warrants and other rights to acquire shares of Capital
Stock, whether or not vested. In the case of sales or issuances of New
Securities, Investor's Ownership Percentage will be calculated immediately
preceding such sale or issuance.

"JI Group" means, at any time, Jones, International and each other
Person that is a Subsidiary of Jones or International at such time, other than
any Person that is an Intercable Group Entity at such time.

"JI Group Entity" means, at any time, each Person included in the JI
Group at such time.

"JI Shareholder" means, at any time, any JI Group Entity that owns
shares of Capital Stock at such time.

"Jones Employment Agreement" means the Employment Agreement dated as
of the date hereof between Glenn R. Jones and the Company.

"Jones Family Member" means any member of the immediate family of
Glenn R. Jones (as defined in Rule 16a-1 under the Exchange Act), or a trust
for the benefit of such members.

"Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any property or
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional

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sale agreement, capital lease or other title retention agreement relating to
such property or asset.

"Management Fees" means, for any period, management fees earned by
the Company and its Consolidated Subsidiaries during such period for management
services provided to the Cable Partnerships pursuant to the terms of the
relevant partnership agreements.

"Material Adverse Effect" means, with respect to any Person, a
material adverse effect on the financial condition, business, assets or results
of operations of such Person and its Subsidiaries, taken as a whole.

"MLP Distributions" means, for any period, the cash distributions
made by Jones Intercable Investors, L.P. to the Company in respect of the Class
A Units owned by the Company.

"Net Debt" means, at any time, Debt at such time, less cash and cash
equivalents of the Company and its Consolidated Subsidiaries at such time.

"New Securities" means any shares of Capital Stock, and securities
of any type whatsoever that are, or may become, exercisable to purchase, or
convertible or exchangeable into, shares of Capital Stock, in each case that
are issued after the date hereof, provided that "New Securities" does not
include Employee Options.

"Option Agreements" means the Option Agreements dated as of the
Closing Date between Investor (or its agent) and each of (Spacelink Newco),
Jones and International.

"Option Period" means the period from the date hereof to the Option
Termination date.

"Option Termination Date" means the earlier of (i) the date on which
the Control Option terminates pursuant to Section 3.6 of the Option Agreements,
or otherwise, or (ii) the date on which Investor has purchased all of the
Optioned Shares pursuant to the Option Agreements.

"Optioned Shares" means the Common Shares subject to the Option
Agreements.

"Owned System" means any System that is owned and operated by an
Intercable Group Entity other than a Cable Partnership.

"Permitted Amount" means, at any date, the product of (i) seven and
(ii) Annualized Operating Cash Flow for the

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most recently ended fiscal quarter of the Company prior to, or on, such date.

"Permitted Equity Issuances" means sales by the Company prior to,
but not at, the Commitment Termination Time of Class A Shares for cash where
the proceeds from any such sale will be used to finance the purchase by the
Company (or its Subsidiary) of any System owned by a Cable Partnership or a
Subsidiary of Spacelink that owns cable television systems.

"Person" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

"Related Agreements" means the Financial Services Agreement, the
Jones Employment Agreement, the Supply and Services Agreement and the
Secondment Agreement.

"SEC" means the Securities and Exchange Commission.

"Secondment Agreement" means the Secondment Agreement dated as of
the date hereof between Investor and the Company.

"Securities Act" means the Securities Act of 1933 as amended, and
the rules and regulations promulgated thereunder.

"Shareholder" means, at any time, any Bell International
Shareholder, Spacelink Shareholder or JI Shareholder at such time.

"Shareholder Nominees" means the Spacelink Nominees, Investor
Nominees and Joint Nominees.

"Spacelink Group" means, at any time, Spacelink and each other
Person that is a Subsidiary of Spacelink at such time.

"Spacelink Group Entity" means, at any time, each Person that is
included in the Spacelink Group at such time.

"Spacelink Nominee" means any nominee designated to the Board by
Spacelink pursuant to Section 2.3(i) (which does not include any Joint
Nominee).

"Spacelink Shareholder" means, at any time, any Spacelink Group
Entity that owns shares of Capital Stock at such time.

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112

"Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of May 31, 1994 between Investor and the Company.

"Subsidiary" means, as to any Person, (i) any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are, directly or indirectly, owned or controlled by such Person, (ii)
any partnership of which such Person is, directly or indirectly, a general or
managing partner and (iii) any other entity that is, directly or indirectly,
controlled by such Person. By way of example, the parties hereto acknowledge
that (x) Glenn R. Jones and International are not Subsidiaries of any
Intercable Group Entity or any Spacelink Group Entity and (y) BCE Inc. is not a
Subsidiary of Investor.

"Subsidiary Securities" means any shares of capital stock of a
Subsidiary of the Company, and securities of any type whatsoever that are, or
may become, exercisable to purchase, or convertible or exchangeable into,
shares of such capital stock.

"Supply and Services Agreement" means the Supply and Services
Agreement dated as of the date hereof between Investor and the Company.

"System" means a cable television or SMATV system owned or operated
by an Intercable Group Entity serving subscribers within a geographical area
covered by one or more Franchise Agreements from the same head end facility (or
two or more related head end facilities).

"Taxes" means, for any Person, taxes, assessments, or other
governmental charges or levies imposed upon such Person, its income or any of
its properties, franchises or assets.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

Term Section

Commitment Termination Time 3.1
Control Block 2.8
Control Purchaser 2.8

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Term Section

Convertible Debenture 3.1
Eligible Assignee 7.1
Independent Director 2.2
Investor Programming 3.5
Joint Nominee 2.2
Jones Programming 3.5
Market Value 3.8
Offer Period 4.2
Offer Price 4.2
Offered Shares 4.2
Offering Party 3.3
Offeror 4.2
Opportunity 3.3
Owned Securities 2.8
Proposed Price 4.3
Purchase Conditions 3.8
Purchase Notice 4.2
Purchase Number 4.3
Purchaser 4.3
Purchase Offer Notice 4.3
Qualifying Merger 3.12
Qualifying Tender Offer 3.12
Rights Notice 3.8
Sale Notice 4.3
Sale Offer Notice 4.2
Special Issue 3.8
Trigger Date 3.8
Unrelated Directors 3.6

(c) All accounting determinations hereunder shall be made, and all
financial calculations required to be made hereunder shall be prepared, in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.

ARTICLE II

GOVERNANCE OF THE COMPANY

2.1. Board of Directors. (a) The Board shall consist of 13
directors: nine members of the Board will be Common Directors and four members
of the Board will be Class A Directors. Such directors will be nominated,
elected and removed in accordance with the articles of incorporation and bylaws
of the Company and the terms of this Agreement.

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(b) The Board shall have an executive committee, an audit committee
and a compensation committee. Except to the extent required by applicable law,
Investor will be entitled to have at least one Investor Nominee on each
committee of the Board at all times.

(c) The Company will use reasonable efforts to obtain and maintain
in effect $25,000,000 of directors and officers liability insurance coverage
for any period in which an Investor Nominee, Spacelink Nominee or a Joint
Nominee is a member of the Board, provided that such insurance may be obtained
at reasonable cost. In the event the Company believes such insurance cannot be
obtained at reasonable cost, the Company will consult with Investor as to an
appropriate replacement policy.

2.2. Class A Directors. (a) The parties hereto agree that the
four Class A Directors will be designated as follows:

(i) Investor will be entitled, but not required, to
designate one director, and

(ii) Spacelink and Investor will designate three directors
that are each an Independent Director mutually acceptable to both
parties (each a "Joint Nominee").

(b) An "Independent Director" is a person who is free from any
relationship that would interfere with the exercise of independent judgment by
such person as a member of the Board. Without limiting the generality of the
foregoing, unless the Board has unanimously determined otherwise, a person will
not be an Independent Director if such person:

(i) is, or has been, a director or officer of, employed by
or a consultant to, any Intercable Group Entity, JI Group Entity,
Spacelink Group Entity or BCE Group Entity, provided that this
provision does not apply to Independent Directors that are elected for
successive terms of office,

(iii) is, or has been, a more than 5% shareholder (by either
vote or value) of any Intercable

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Group Entity, JI Group Entity, Spacelink Group Entity or BCE Group
Entity, or is an officer or director of any such shareholder, or

(iv) is a member of the immediate family (as defined in Rule
16a-1 under the Exchange Act) of any person described in clauses (i),
(ii) or (iii).

2.3. Common Directors. The parties hereto agree that the nine
Common Directors will be designated as follows:

(i) Spacelink will be entitled, but not required, to
designate seven directors, and

(ii) Investor will be entitled, but not required, to
designate two directors.

2.4. Nomination and Vacancies. (a) In the event that Investor or
Spacelink chooses to designate one or more nominees to the Board pursuant to
Article II, the Company will use its reasonable efforts to (i) include each
such nominee in the group of nominees proposed by management of the Company for
election to the Board, (ii) recommend to the shareholders of the Company each
such nominee's election to the Board and (iii) solicit proxies for each such
nominee from all holders of voting securities entitled to vote thereon.

(b) In the event that any Shareholder Nominee vacates his seat on
the Board, whether by resignation, death, removal or otherwise, the Board will
as promptly as practicable hold a meeting of the Board and, subject to its
fiduciary duties, will fill any such vacancy with a person designated by the
Shareholder (or Shareholders in the case of a Joint Nominee) entitled to
designate such Shareholder Nominee, provided that if such Shareholder Nominee
was an Independent Director, such designated person must also be an Independent
Director.

2.5. Certain Shareholder Agreements. (a) Each Bell International
Shareholder will vote or cause to be voted all shares of Capital Stock owned or
controlled by it at any regular or special meeting of shareholders of the
Company, or in any written consent executed in lieu of such a meeting of
shareholders,

(i) in favor of any Spacelink Nominees and Joint Nominees
designated as provided in this Article II,

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(ii) to remove any Spacelink Nominee (with or without cause)
requested to be removed by Spacelink pursuant to Section 2.4, and

(iii) to seek the election of such number of Spacelink
Nominees as is necessary to constitute a majority of the members of
the Board.

(b) Each Spacelink Shareholder and each JI Shareholder will vote or
cause to be voted all shares of Capital Stock owned or controlled by it at any
regular or special meeting of shareholders of the Company, or in any written
consent executed in lieu of such a meeting of shareholders,

(i) subject to Section 2.5(a)(iii), in favor of any Investor
Nominees and Joint Nominees designated as provided in this Article II,

(ii) to remove any Investor Nominee (with or without cause)
requested to be removed by Investor pursuant to Section 2.4, and

(iii) to cause the Company to comply with the provisions of
Section 2.6.

(c) Each Shareholder will cause all shares of Capital Stock owned
or held of record by it to be represented, in person or by proxy, at all
meetings of shareholders of the Company of which such Shareholder has actual
notice, so that such shares of Capital Stock may be counted for the purpose of
determining the presence of a quorum at such meetings.

(d) Without the written consent of Spacelink and Jones no Bell
International Shareholder will, and without the written consent of Investor no
Spacelink Shareholder or JI Shareholder will, (i) solicit any proxies or
consents in connection with any matter to be voted upon, or sought to be voted
upon, by the shareholders of the Company except in accordance with the terms of
this Agreement or the approval of the Board, (ii) become a participant in any
such solicitation or (iii) except as contemplated by this Agreement, become a
part of a voting group or deposit shares in a voting trust. The provisions of
the immediately preceding sentence will terminate (x) as to Bell International
Shareholders on the Option Termination Date if Investor (or its agent)
purchases the Control Option under the Option Agreements and (y) as to
Spacelink Shareholders and JI Shareholders on the Option Termination Date if
Investor (or its agent) does not purchase the Control Option under the Option
Agreements. Nothing herein shall restrict

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any Shareholder from granting revocable proxies in connection with meetings of
shareholders of the Company.

2.6. Investor Consent Rights. (a) Subject to the provisions of
Section 2.7, the Company will not take or agree to take, and will not permit
any Subsidiary to take or agree to take, directly or indirectly, any of the
following actions without the prior written consent of Investor or pursuant to
the procedures described in paragraph (c) below:

(i) authorize, sell, distribute or otherwise issue, or grant
rights with respect to, New Securities, Employee Options or Subsidiary
Securities (or any stock appreciation or similar interests or rights
with respect to such securities) except for (A) routine grants of
Employee Options (or stock appreciation rights) approved after the
date hereof by the compensation committee of the Board in an amount
not to exceed options to purchase (and stock appreciation rights in
respect of) 2,000,000 Class A Shares in the aggregate, (B) any grant
of options pursuant to Section 4 of the Jones Employment Agreement,
(C) any issuances of Capital Stock pursuant to the terms of Employee
Options, the Convertible Debt, the Convertible Debentures, and the
options granted pursuant to Section 4 of the Jones Employment
Agreement (D) authorizations, sales, distributions or other issuances
of Subsidiary Securities to Persons that are wholly-owned Intercable
Group Entities (except in connection with sales of Subsidiary
Securities permitted by subparagraphs (v) and (vi) of this Section
2.6), and (E) Permitted Equity Issuances,

(ii) repurchase, redeem or exchange any shares of Capital
Stock, other than (A) repurchases, redemptions or exchanges of Class A
Shares where all holders of Class A Shares are entitled to participate
on a pro rata basis, (B) repurchases of Class A Shares in the open
market, provided that at any time the aggregate number of Class A
Shares repurchased during the immediately preceding 12 months may not
exceed 5% of the aggregate number of shares of Capital Stock
outstanding on the immediately preceding December 31 (calculated on a
fully diluted basis assuming the conversion of all options and the
exercise of other rights), and (C) as contemplated by the terms of any
New Securities,

(iii) amend the articles of incorporation or bylaws of the
Company,

(iv) (A) in the case of the Company and its Consolidated
Subsidiaries, incur Debt if after the

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incurrence of such Debt, Net Debt would exceed the Permitted Amount
and (B) in the case of the Cable Partnerships, incur long-term Debt
not in the ordinary course of business,

(v) acquire or sell any interest in a cable television system
that is not owned by a Cable Partnership or a Spacelink Partnership
identified in Schedule II for a purchase price exceeding $50,000,000
in any single transaction (or series of related transactions), and
$250,000,000 in the aggregate for acquisitions and $250,000,000 in the
aggregate for sales,

(vi) acquire or sell any interest in a business (other than a
cable television system) for a purchase price exceeding $5,000,000 in
any single transaction (or series of related transactions), and
$50,000,000 in the aggregate for acquisitions and $50,000,000 in the
aggregate for sales,

(vii) enter into (whether by acquisition or otherwise) a line
of business other than (A) the Core Business in the United States of
America, England and Spain, (B) the provision of audio programming
services to radio stations and cable television systems, (C)
manufacturing and marketing of computer and facsimile security
products and software, and the manufacture of printed circuit board
assembly using surface mount or through-hole technology for the
computer, communications, business equipment, finance, medical and
scientific industries, (D) the acquisition and distribution of
entertainment, informational, educational and other programming
services in connection with the provision of cable television or
multi-media services to customers of a System and (E) the provision of
local origination programming services to customers of a System
(whether required by a Franchise Agreement or otherwise),

(viii) take any action that would reasonably be expected to,
as a result of a law, rule or regulation of a Governmental Authority
organized within the United States of America, England or any other
jurisdiction where the Intercable Group conducts a material portion of
its business, (A) prevent Investor from exercising the Control Option
or from otherwise obtaining control of the Company, (B) require
Investor to divest or otherwise limit Investor's ability to exercise
full rights of ownership over the Control Option or any shares of
Capital Stock (whether acquired upon exercise of the Control Option or
otherwise) or (C) require, after the exercise of the Control Option,
the

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Intercable Group to divest any material business or assets or impose a
material limitation on the conduct of Intercable Group's business,
provided that (1) if on the date hereof the activities conducted by
any BCE Group Entity are subject to any such law, rule or regulation
(based on interpretations in effect on the date hereof) that has, or
would reasonably be expected to have, one or more of the effects
described in clauses (A), (B) or (C), or if after the date hereof
Investor or any of its Affiliates enters into a new line of business
and at such time there is a law, rule or regulation that has, or would
reasonably be expected to have, one or more of the effects described
in clauses (A), (B) or (C), then in each case this subparagraph (viii)
will not apply to actions of the Intercable Group that would
reasonably be expected to have such effects under such law, rule or
regulation, (2) after the Option Termination Date this subparagraph
(viii) will only apply to actions that would reasonably be expected to
require Investor to divest, or otherwise limit its ability to exercise
full rights of ownership over, any shares of Capital Stock and (3) the
Company shall not be in breach of this clause (viii) in matters
relating to Franchise Agreements and material contracts if it is in
compliance with its obligations under Section 5.2 concerning such
matters.

(ix) (A) sell substantially all of the assets of the Company,
(B) adopt a plan of liquidation or dissolution of the Company, (C)
engage in a merger, consolidation, share exchange or other business
combination involving the Company (except in connection with an
acquisition for cash that is permitted by subparagraphs (v) and (vi)
of this Section 2.6), (D) engage in a recapitalization, stock split or
similar reconstitution of the Capital Stock or (E) file a petition by
or on behalf of the Company or any Subsidiary, or the taking of
similar action, under any bankruptcy, insolvency, reorganization or
similar law,

(x) declare or make any provision for payment of, or the
setting aside of assets with respect to, any dividend or other
distribution of any property other than cash by the Company with
respect to any shares of Capital Stock, and

(xi) agree to, or enter into, any amendment to a Related
Agreement.

(b) For purposes of this Section 2.6, transactions occurring after
the date of the Stock Purchase Agreement will count towards any amounts
described in paragraph (a) above, provided that any transaction approved

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by Investor pursuant to the Company's request will not count towards the
aggregate transaction amounts described in subparagraphs (v) and (vi) of such
paragraph (a).

(c) If the Company wishes to take an action described in paragraph
(a) of this Section 2.6, the Company will deliver to Investor a written notice
describing in reasonable detail the action proposed to be taken and expressly
requesting Investor's consent to such action pursuant to this Section 2.6.
Such notice will be accompanied by such additional information as is reasonably
required to enable Investor to evaluate such proposed action. Upon receipt of
such notice, Investor will have ten Business Days to exercise its right not to
consent to such proposed action. If no response is received by the Company
from Investor prior to the expiration of such time period, the proposed action
will be deemed to have been approved by Investor.

(d) The parties hereto acknowledge that the provisions of paragraph
(a) above are not intended to apply to JI Group Entities.

2.7. Termination of Rights. (a) The rights and obligations in
this Article II will terminate as provided in this Section 2.7 and in Section
7.1.

(b) If at any time prior to the Option Termination Date (x)
Investor and the other Bell International Group Entities own in the aggregate
less than 10,000,000 shares of Capital Stock (adjusted for stock splits and
stock dividends declared after the date hereof) and (y) Investor's Ownership
Percentage is less than 15%, then:

(i) Investor's right to designate the Joint Nominees pursuant
to Section 2.2(a)(ii) and two Common Directors pursuant to Section 2.3
will terminate, and after such time Investor will have the right to
designate only one Class A Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in Section
2.6(a) will terminate except as to the matters described in clauses
(iii), (viii) and (ix) thereof.

(i) Investor's right to designate the Joint Nominees pursuant
to Section 2.2(a)(ii) and one Common

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Director pursuant to Section 2.3 will terminate, and after such time
Investor will have the right to designate only one Class A Director
pursuant to Section 2.2(a)(i) and one Common Director pursuant to
Section 2.3; and

(ii) the consent rights of Investor described in Section
2.6(a) will terminate except as to the matters described in clause
(viii) thereof.

(d) If at any time after the Option Termination Date Investor's
Ownership Percentage is less than 15%, but equal to or greater than 10%, then:

(i) in addition to the termination provisions described in
subparagraph (c)(i) above, Investor's right to designate a second
Common Director pursuant to Section 2.3 will terminate, and after such
time Investor will have the right to designate only one Class A
Director pursuant to Section 2.2(a)(i); and

(ii) the consent rights of Investor described in
Section 2.6(a) will terminate except as to the matters described in
clause (viii) thereof.

(e) If Investor does not purchase the Optioned Shares pursuant to
the Option Agreements, then:

(i) until such time as the Spacelink Group Entities and the
JI Group Entities own in the aggregate less than a majority of the
outstanding Common Shares, Spacelink will be entitled to designate all
Common Directors that are not designated by Investor pursuant to this
Article II (and after such time such directors will be nominated
without regard to this Agreement), and

(ii) until such time as Investor's right to designate the
Joint Nominees terminates pursuant to Section 2.7(c), Spacelink will
be entitled to designate the Joint Nominees pursuant to Section
2.2(a)(ii) (and after such time such directors will be designated
without regard to this Agreement).

2.8 Tag-Along Right and Third Party Offers. (a) Subject to the
transfer rights of JI Shareholders under Section 4.1(c), after the Option
Termination Date but prior to the eighth anniversary of the date hereof,
neither the Spacelink Group Entities nor the JI Group Entities will sell (or
enter into an agreement or option to sell), directly or indirectly, in one
transaction or a series of related transactions, a majority of the then
outstanding shares of Common Stock (the "Control Block") to a Person that is
not a

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Spacelink Group Entity or a JI Group Entity (the "Control Purchaser"), unless
(i) the Control Purchaser agrees to be bound by the terms of this Agreement as
a JI Shareholder or (ii) prior to any such sale such Control Purchaser offers
to purchase for cash all (but not less than all) of the shares of Capital
Stock, and other debt or equity securities, issued by the Intercable Group
Entities to, and then held by, the Bell International Group Entities (the
"Owned Securities") at the Buy-Out Price pursuant to the procedures of this
Section 2.8.

(b) After the eighth anniversary of the date hereof, if the JI
Group Entities or the Spacelink Group Entities sell, directly or indirectly, in
one transaction or a series of related transactions, the Control Block to a
Control Purchaser, prior to any such sale such Control Purchaser may, but is
not required to, offer to purchase for cash all (but not less than all) of the
Owned Securities at the Buy-Out Price.

(c) A Control Purchaser that offers to purchase the Owned
Securities for the Buy-Out Price pursuant to this Section 2.8 will deliver a
written offer notice to Investor. After the delivery of such notice, the
Control Purchaser and Investor will attempt to negotiate a Buy-Out Price that
is mutually satisfactory. If in connection with the purchase of the Control
Block the Control Purchaser (or an Intercable Group Entity) is also offering to
purchase from the public any class of Owned Securities, the Buy-Out Price for
such Owned Securities will be such offer price.

(d) If the Control Purchaser and Investor are unable to agree on a
mutually satisfactory Buy-Out Price, the Control Purchaser and the relevant
Spacelink Group Entity or JI Group Entity will make a public announcement that
the Control Purchaser is negotiating to purchase the Control Block. In such
event, the Buy-Out Price for each class of Owned Securities will be equal to
the Market Value of such class of Owned Securities, calculated pursuant to
Section 3.8(h) and (i) and assuming that the Trigger Date is the tenth trading
day immediately after the day of such public announcement

(e) After the Market Value of each class of Owned Securities has
been determined, if the Control Purchaser wishes to proceed with the proposed
transaction to purchase the Control Block and the Owned Securities, it will (or
after the eight anniversary of the Closing Date, it may) by written notice to
Investor, irrevocably offer to purchase all of the Owned Securities at the
Buy-Out Price. If Investor fails to deliver a written acceptance notice within
10 Business Days after receipt of such written offer from the Control
Purchaser, Investor will be deemed to have

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declined an offer from a Control Purchaser, including for purposes of
determining whether an Event Date has occurred.

(f) The purchase and sale of the Owned Securities will take place
simultaneously with the purchase of the Control Block. The purchase price for
the Owned Securities purchased pursuant to this Section 2.8 will be paid by
wire transfer in immediately available funds to a bank account designated by
the relevant Bell International Group Entity not less than three Business Days
prior to closing.

(g) At any closing hereunder, the relevant Bell International Group
Entity will deliver to the Control Purchaser good and valid title to the Owned
Securities, free and clear of any Lien.

ARTICLE III

COVENANTS

3.1. Investment Commitment. (a) Investor will purchase for cash
30% of any Class A Shares sold by the Company to unaffiliated third parties
after the date hereof, at a price per share equal to the price per share
received by the Company from such third parties in connection with any such
sales (net of selling commissions and underwriter's discounts), provided that
the obligation of Investor under this Section 3.1 will terminate at such time
(the "Commitment Termination Time") as the aggregate purchase price of all
equity securities, and securities that are convertible or exchangeable into
equity securities (including any Convertible Debentures), purchased by the Bell
International Group Entities from the Company or any Intercable Group Entity
prior to, on or after the date hereof (including any New Securities purchased
pursuant to this Section 3.1) equals $400,000,000. The parties hereto
acknowledge that after taking into account the purchase of 2,500,000 Class A
Shares on March 25, 1994 pursuant to the Investment Agreement dated as of such
date between the Company and Investor, and 7,500,000 Class A Shares on the date
hereof pursuant to the Stock Purchase Agreement, the Bell International Group
Entities have purchased from the Company Class A shares having an aggregate
purchase price of (___________), and that Investors's remaining investment
commitment is (___________).

(b) In the event the Company proposes to offer and sell any Class A
Shares prior to the termination of the purchase commitment described in
paragraph (a), it will give Investor not less than ten Business Days' written
notice of its intention, describing the material terms of the proposed sale,
including the manner of sale and a range of proposed

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prices and numbers of Class A Shares to be sold to unaffiliated third parties
and to Investor. The Company will deliver to Investor copies of all
prospectuses and other related offering and closing documents prepared by the
Company and its advisors in connection with the proposed sale and will keep
Investor informed as to material developments during the offering process. The
closing for the purchase and sale of any Class A Shares purchased by Investor
pursuant to this Section 3.1 will take place on the later to occur of (i) the
date on which such third parties purchase Class A Shares, (ii) the date on
which the Purchase Conditions have been satisfied, or waived by Investor in its
sole discretion (provided that if Investor has not purchased the Class A Shares
40 days after the third party closing, the Company may sell such shares to a
third party) or (iii) such other time as Investor and the Company agree.
Except as otherwise contemplated by this Agreement, any Class A Shares
purchased by Investor under this Section 3.1 will be purchased pursuant to the
same terms and conditions as the unaffiliated third parties.

(c) At Investor's request, Investor may purchase for $50,000,000 in
cash a Convertible Debenture, provided that the Company may postpone such
purchase until such time as it wishes to sell any New Securities. For purposes
of this Section 3.1, "Convertible Debenture" means a convertible unsecured
subordinated debenture of the Company having terms and conditions that would be
obtained from the Company by an unaffiliated institutional investor at the time
of such purchase pursuant to a public offering (such terms and conditions to be
mutually agreed by the parties), provided that (i) such debenture will convert
automatically into Class A Shares two years after the date of issuance, unless
earlier converted at the option of the holder and (ii) the indenture relating
to such debenture will contain the consent rights set forth in Section 2.6 and
the termination provisions set forth in Sections 2.7 and 7.1.

3.2. Consultation on Business Strategies. (a) The Company will
regularly advise and consult with Investor as to the business of the Company
and its Subsidiaries, which consultation will include the review of (i)
strategic, operating and financial plans, including plans for acquisitions and
sales of cable television systems (both as they relate to owned and managed
systems), (ii) equity, debt, joint venture and other financing strategies,
(iii) business plans for operations, marketing and technology deployment and
(iv) personnel, compensation and related decisions.

(b) Each year, management of the Company will present to the Board
for approval a business plan that

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includes the elements described in paragraph (a) of this Section 3.2.

3.3. Obligation to Refer Business Opportunities. (a) Subject to
the provisions of this Section 3.3, each of Investor, Spacelink, Jones and
International will refer, and will cause each of their Subsidiaries to refer,
to the Company business opportunities in the following lines of business:

(i) any business that is primarily engaged in a Core
Business in the United States of America at such time,

(ii) any business that is primarily engaged in wireline local
communications services (including exchange, access and value-added
services, such as call waiting, call forwarding and similar services)
in geographic markets in the United States where neither the Company
nor Spacelink owns or operates a cable television or wireline local
communications business at such time, and has a fair market value less
than the then market capitalization (equity and long-term debt) of
the Company at such time, and

(iii) such other businesses as may be agreed in writing by
Investor, Spacelink and Jones from time to time.

The parties hereto acknowledge that the foregoing businesses do not
include (x) inter-active or multi-media services, or programming networks or
(y) competitive access provider services similar to those provided by Jones
Lightwave, Ltd. and its Subsidiaries. The parties hereto also acknowledge that
Spacelink will have no obligation under this Section 3.3 to refer business
opportunities that relate primarily to the Core Business in Hawaii or to the
maintenance or completion of the cable television systems currently owned or
managed by any Spacelink Group Entity.

(b) Investor, Spacelink, Jones and International will not, and will
cause each of their Subsidiaries not to, purchase, finance or otherwise
participate in the acquisition of a business described in paragraph (a) of this
Section 3.3 (an "Opportunity") without first complying with the following
procedures:

(i) The Person referring the Opportunity (an "Offering
Party") will notify the Company of the Opportunity, and deliver to the
Company a report setting forth in reasonable detail the material terms
and conditions of such Opportunity.

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(ii) The Company will then promptly convene a special meeting
of the Board to consider whether the proposed Opportunity is in the
best interests of the Company.

(iii) If the Board determines that the Company should pursue
the Opportunity, the Company will so notify the Offering Party (and
each of Jones, Spacelink and Investor), and thereafter none of the
Offering Party, any Bell International Group Entity (or a Subsidiary
thereof), any Spacelink Group Entity nor any JI Group Entity will
pursue, or participate in, such Opportunity, provided that the
Offering Party will be free to pursue, or participate in, such
Opportunity if (A) the Company is unable to raise financing in respect
of such Opportunity (unless the Offering Party is a Bell
International Group Entity (or a Subsidiary thereof) and Investor
exercised its consent rights under Section 2.6 in respect of any such
proposed financing, in which case the Offering Party may not pursue or
participate in such Opportunity), (B) the Company is unable to pursue
or participate in such Opportunity because a law, rule or regulation
of a Governmental Authority prevents (or materially restricts) the
participation by the Intercable Group in such Opportunity or (C) the
Company otherwise subsequently elects not to pursue, or participate
in, such Opportunity. Nothing in this subparagraph (iii) will affect
the consent rights of Investor in Section 2.6.

(iv) If the Board fails to approve the pursuit by the Company
of an Opportunity or the Company otherwise elects not to pursue such
Opportunity, the Offering Party will be free to pursue such
Opportunity without any further obligation to the Company, provided
that the Offering Party may not pursue, or participate in, any such
Opportunity if (A) the Offering Party is a Bell International Group
Entity (or a Subsidiary thereof) and Investor exercised its consent
rights under Section 2.6 in respect of such Opportunity or (B) the
Offering Party is a Spacelink Group Entity or a JI Group Entity and a
majority of the Spacelink Nominees that are not Independent Directors
voted against the pursuit by the Company of such Opportunity.

(c) Each Shareholder agrees to keep confidential (as provided in
Section 3.10) any Opportunities that it receives notice of pursuant to this
Section 3.3. If an Offering Party is permitted to pursue an Opportunity
pursuant to this Section 3.3, Shareholders that are not Affiliates of such
Offering Party, and Subsidiaries of such Shareholders, will not be permitted to
pursue, or

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participate in, such Opportunity unless they lawfully acquire knowledge of such
Opportunity from sources other than the Offering Party or an Affiliate of such
Offering Party. In the event an Opportunity is offered by a Bell International
Group Entity (or a Subsidiary thereof), and Investor elects to exercise its
consent rights under Section 2.6 in respect of such Opportunity, the Spacelink
Group Entities and the JI Group Entities will be free to pursue such
Opportunity.

(d) The Company will use reasonable efforts to keep Investor,
Spacelink and Jones informed as to the geographic markets served by the cable
television and wireline local communications businesses owned or operated by
the Intercable Group Entities.

(e) The provisions of this Section 3.3 will terminate on the Option
Termination Date.

3.4. Supplier Arrangements. The Company will give Investor,
International and their respective Affiliates the first opportunity to supply
services, compatible network equipment and systems to the Company on
competitive terms and conditions which will, at the Company's discretion, be
made pursuant to competitive bidding or other processes. Nothing herein will
adversely affect the Company's ability to obtain services, equipment and
systems on open and competitive terms.

3.5. Programming Services. Notwithstanding any other provision in
this Agreement to the contrary: (a) The JI Group Entities shall have the
right to distribute, on a full-time (or, if requested from time to time by
Jones or International, part-time, to be extended or restored, as applicable,
to full-time upon his or its request), daily basis, programming packaged (as
opposed to brokered) by, created by or created primarily for a JI Group Entity
("Jones Programming") on such number of channels (not to exceed six at any one
time) on the Systems as Jones or International may designate from time to time
(with the Mind Extension University programming to be carried on a VHF channel
(i.e., channel 2 through 12)). The Bell International Group Entities shall
have the right to distribute, on a full-time (or, if requested from time to
time by Investor, part-time to be extended or restored, as applicable to full
time upon Investor's request), daily basis, programming packaged (as opposed to
brokered) by, created by or created primarily for a Bell International Group
Entity ("Investor Programming") on such number of channels (not to exceed two
at any one time) on the Systems as Investor may designate from time to time.

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(b) Prior to exercising its distribution right with respect to any
programming under this Section 3.5, the relevant JI Group Entity or Bell
International Group Entity (each a "Programmer") will present to the Board a
reasonably detailed business plan that, among other things, describes (i) the
general content of such programming, (ii) the marketing strategy for such
programming, including service level (such as basic, tier or a la carte) and
(iii) pricing for such service levels. The Jones Programming and the Investor
Programming shall be carried and priced by the Intercable Group Entities on
such level or levels of services as such programming is intended to be carried
under the business plan for such programming.

(i) the Intercable Group Entities shall not be required to
delete from any System any programming acquired from any third-party
programmer prior to the expiration of the term of the program carriage
agreement with such third-party programmer in order to carry any
Investor Programming or Jones Programming,

(ii) in the event there is insufficient channel capacity to
carry Jones Programming or Investor Programming, carriage of such
Jones Programming or Investor Programming on a System shall be given
priority over any third party programming not then carried by such
System and over any third party programming then carried by the System
at such time as the initial or then current renewal term, as
applicable, is scheduled to expire, provided that (x) such priority
shall not apply to off-air programming carried by the four major
broadcast networks or as mandated by law, or the 20 most widely viewed
third party programs as then carried by the System at the time as
reported by (NAME OF APPLICABLE TRADE PUBLICATION), and (y) in
addition to the foregoing requirements, the Company shall use its
reasonable best efforts to add Jones Programming and Investor
Programming to the Systems whenever opportunities to do so arise,

(iii) in the event there is insufficient channel capacity to
carry both the Jones Programming and Investor Programming, Jones
Programming will be given priority over carriage of Investor
Programming,

(iv) Jones, International and Investor, as the case may be,
shall give the Company at least four months' prior notice of any
proposed commencement or termination of use of any channel and

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(v) the Bell International Group Entities shall have no rights
under this Section 3.5 to distribute programming that has
substantially similar content as any Jones Programming.

(d) During the Validation Period (as defined herein), the license fee
payable by the Intercable Group Entities for any unit of Jones Programming
(excluding Mind Extension University, Health Care Network, Jones Computer
Network and Product Information Network) or Investor Programming ("New
Programming") shall be such license fee as the Programmer establishes in good
faith based on its reasonable estimate of the market value of such New
Programming. A Programmer shall notify the Company and the Independent
Directors in writing promptly following the end of the Validation Period
whether the Programmer has entered into an agreement providing for (a) the
distribution of such New Programming by a cable television operator or other
distributor of video programming (a "Distributor") having at least 400,000
subscribers ("Validating Distributor") and (b) the payment of a license fee by
such Validating Distributor at a rate equal to or greater than the license fee
payable by the Intercable Group Entities ("Validating Programming Agreement").
If no Validating Programming Agreement has been entered into during the
Validation Period, the Company or any Independent Director may, by written
notice given within sixty (60) days after receipt by the Company and the
Independent Directors of the above-referenced notification, require that such
Programmer reduce the license fee payable by the Intercable Group Entities for
such New Programming to the greater of (i) a license agreement approved by the
Independent Directors, (ii) the average license fee charged by the applicable
Programmer to all Distributors for such New Programming and (iii) the Agreed
Rate in effect at such time. For purposes of this Section 3.5, "Agreed Rate"
means, at any time, the rate set forth in the Affiliate Agreement between Mind
Extension University, Inc. and the Company dated December 28, 1993, as amended
as of June 1, 1994. Thereafter, the license fee payable by the Intercable
Group Entities for such New Programming shall be subject to such adjustments as
are similar to adjustments in the license fee permitted by the Validating
Programming Agreement or, if there is no such agreement in effect, by the
programming agreement pursuant to which such New Programming is carried by the
largest Distributor serving fewer than 400,000 subscribers. A Programmer may
elect at any time to terminate carriage of such unit of New Programming upon
not less than ninety days prior written notice to the Company if it does enter
into a Validating Programming Agreement during the Validation Period.
"Validation Period" shall mean, as to any New Programming, the fifteen (15)
month period commencing with the first

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month with respect to which a license fee is payable by an Intercable Group
Entity for the right to distribute such New Programming.

(e) The Intercable Group Entities shall carry Jones Programming and
Investor Programming on the Systems for a period of 15 years after the date
hereof (or the expiration date of the applicable programming agreement with the
Company) in accordance with this Section 3.5, provided that if Investor does
not purchase the Optioned Shares pursuant to the Option Agreements, the rights
of the Bell International Group Entities will terminate on the Option
Termination Date.

(f) No JI Group Entity nor any Bell International Group Entity may
sell or assign (other than to an Affiliate) its unused right of distribution to
the Systems pursuant to this Section 3.5, provided that in the event any
Programming is being distributed pursuant to this Section 3.5, such Programming
will continue to have the distribution rights provided herein if the relevant
JI Group Entity sells or assigns (i) any network or networks carried on a
System or any such Programming or (ii) any entity directly or indirectly owning
or controlling such network(s) or Programming. In the event of any such sale
or assignment by a JI Group Entity or a Bell International Group Entity, the
continuing distribution rights of such Programming will count towards the
number of channels permitted to be designated by such JI Group Entity or Bell
International Group Entity pursuant to paragraph (a) above.

(g) Each of Investor and International shall use reasonable best
efforts to cause its designees to the Board, subject to their fiduciary duties
under applicable law as advised by counsel, to approve the carriage by the
Intercable Group Entities of the other party's Programming in accordance with
this Section 3.5.

3.6. Transactions with Affiliates. (a) Investor acknowledges that
prior to the date hereof certain services have been provided by the Intercable
Group Entities to the JI Group Entities and by the JI Group Entities to the
Intercable Group Entities. Investor agrees that the services described in the
Affiliate Agreements or the Current SEC Filings (as defined in the Stock
Purchase Agreement) may continue to be provided for a period of eight years
following the date hereof, on terms and conditions consistent with those
described in such Current SEC Filings or as set forth in the Related
Agreements.

(b) Except for transactions described in Section 3.5 or paragraph
(a) of this Section 3.6, or undertaken pursuant to the terms of the Related
Agreements or the

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Affiliate Agreements, each Shareholder agrees that neither it nor any of its
Affiliates will engage in any transaction, or enter into, amend in any material
respect or renew any agreement, with an Intercable Group Entity unless the
material terms of such transaction are fully and fairly disclosed to the Board,
and approved by a majority of the Unrelated Directors.

(i) in the case of a transaction or agreement between an
Intercable Group Entity and a JI Group Entity or a Spacelink Group
Entity, the three Investor Nominees and the three Joint Nominees,

(ii) in the case of a transaction or agreement between a BCE
Group Entity and an Intercable Group Entity, the directors that are
not Investor Nominees, and

(iii) in the case of a transaction or agreement among (x) an
Intercable Group Entity, (y) a Spacelink Group Entity or a JI Group
Entity and (z) a BCE Group Entity, the directors that are Independent
Directors.

3.7. Information. (a) The Company will permit Investor (or a
representative of Investor) to visit and inspect any of the properties of any
Intercable Group Entity, including the books of account and other records of
such Intercable Group Entity (and make copies thereof and take extracts
therefrom), and to discuss its affairs, finances and accounts with the relevant
officers and, after notice to the Company, its independent public accountants
and counsel, all at such reasonable times and as often as Investor may
reasonably request.

(b) As soon as available and in any event within 45 days after the
close of each quarterly accounting period ending after the date hereof, the
Company will deliver to Investor the consolidated balance sheet of the Company
as of the end of such quarterly period, and the related consolidated statements
of income, shareholders' equity and cash flows for such quarterly period and
for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, and in each case setting forth comparative figures for the
related periods in the prior fiscal year, all of which shall be certified by
the Chief Financial Officer of the Company to have been prepared in accordance
with generally accepted accounting principles (subject to normal year-end audit
adjustments).

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(c) As soon as available and in any event within 90 days after the
close of each fiscal year of the Company, the Company will deliver to Investor
the consolidated balance sheet of the Company as of the end of such fiscal year
and the related consolidated statements of income, shareholders' equity and
cash flows for such fiscal year, in each case setting forth comparative figures
for the preceding fiscal year, and certified by Arthur Andersen & Co., or other
independent certified public accountants of recognized national standing to
have been prepared in accordance with generally accepted accounting principles
in the United States.

(d) The Company will provide Investor with such assistance as
Investor reasonably requests from officers, employees and auditors of the
Company to enable Investor to account for its investment in the Company in its
financial statements, including assistance in the calculation and presentation
of any adjustments required to reflect generally accepted accounting principles
in Canada.

(e) The Company will furnish to Investor copies of (i) all reports,
registration statements, proxy statements or other filings made by an
Intercable Group Entity with the SEC, promptly after any such filing and (ii)
all reports, notices or other written communications (other than routine
correspondence and responses to routine inquiries) sent to holders of equity or
debt securities of, or lenders to, the Company, promptly after any such
communications are sent.

3.8. Preemptive Rights. (a) The Company hereby grants to Investor
the preemptive right to purchase Investor's Ownership Percentage of any New
Securities which the Company may propose to sell or otherwise issue from time
to time (other than Class A Shares issued pursuant to any Convertible Debt or
Convertible Debentures). The procedures described in this Section 3.8 do not
apply to purchases of Class A Shares by Investor pursuant to Section 3.1.
Investor may exercise its preemptive right with respect to any or all of the
New Securities offered to Investor pursuant to this Section 3.8.

(b) In the event the Company proposes to sell or otherwise issue
any New Securities it shall give Investor not less than 30 days' prior written
notice (a "Rights Notice") of its intention, describing the material terms of
the proposed sale, including the type of New Securities proposed to be issued,
the manner of sale and a range of proposed prices and number of shares
(including overallotments) or other securities to be sold or issued. If the
New Securities are traded, or proposed to be traded, on a national securities
exchange, the high and low end of such

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range will be no greater than 110%, or lower than 90%, of the midpoint.
Investor shall have 20 days (10 days in the case of New Securities to be
offered by the Company pursuant to a shelf registration statement) from the
date of receipt of a Rights Notice to agree to purchase up to Investor's
Ownership Percentage of such New Securities, by delivery of written notice to
the Company. If the Company determines that the price or number of New
Securities to be sold or issued is not within the range specified in the Rights
Notice, or that there have been other material changes to the transaction
described in the Rights Notice, the Company will promptly deliver an amended
Rights Notice to Investor, setting forth the revised ranges for the price and
number of securities to be offered, or any other revised material terms.
Investor will have 10 Business Days after receipt of any such amended Rights
Notice to agree to purchase up to its Investor's Ownership Percentage of such
New Securities, upon the revised terms and conditions set forth in the amended
Rights Notice, by delivery of a written notice to the Company.

(c) In the case of any New Securities sold for cash, the price for
any New Securities purchased by Investor pursuant to this Section 3.8 will be
the proceeds received by the Company in connection with such sale, net of
selling commissions and underwriters discounts. In the case of any issuance of
New Securities for consideration other than cash, including issuances in
connection with an acquisition of a business (a "Special Issue"), the price at
which Investor shall purchase such New Securities shall be the Market Value of
such New Securities, calculated as described in paragraph (h) below where the
applicable "Trigger Date" is the tenth trading day immediately after the public
announcement of the agreement giving rise to the Special Issue (or if there is
no public announcement the date the transaction agreement is executed and
delivered). In the case of a Special Issue, Investor shall have five Business
Days after the determination of the Market Value to determine whether or not to
purchase Investor's Ownership Percentage of such New Securities.

(d) Except as otherwise contemplated by this Agreement, any New
Securities purchased by Investor under this Section 3.8 will be purchased
pursuant to the same terms and conditions as such New Securities are issued to
third parties, provided that so long as Investor is using its reasonable
efforts to consummate the closing promptly, Investor may postpone such closing
until such time as the Purchase Conditions have been satisfied or waived by
Investor, provided further that if such Purchase Conditions have not been
satisfied or waived within 90 days after the third party closing, Investor's
rights to purchase such New Securities hereunder will terminate and the Company
will be

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free to sell such New Securities without regard to Investor's rights under this
Section 3.8.

(e) In the event Investor fails to exercise its preemptive right in
accordance with the terms of this Section 3.8, the Company shall have 120 days
after the latest of (i) 20 days after delivery of a Rights Notice, (ii) 10
Business Days after delivery of an amended Rights Notice, (iii) if applicable,
the expiration of the five Business Day period described in paragraph (c)
above, or (iv), if applicable, 20 days after the expiration of the 90 day
period referred to in Section 3.8(d), to sell, or enter into an agreement to
sell (containing customary conditions), the New Securities proposed to be sold
in the Rights Notice (or the amended Rights Notice), at a price and upon
general terms no more favorable to the purchasers thereof than specified in
such notice. In the event the Company has not sold, or entered into such an
agreement to sell, such New Securities prior to or within said 120-day period,
the Company shall not thereafter issue or sell any such New Securities without
first offering such securities to Investor in the manner provided above.

(f) In the case of Employee Options granted by the Company,
Investor's preemptive rights will be exercisable following each calendar year.
Promptly after December 31 of each calendar year, the Company will deliver to
Investor a list of the Employee Options granted during such calendar year. For
a period of 30 days after receipt of such list, Investor will have the right to
purchase from the Company a number of Class A Shares equal to the product of
(i) the highest level of Investor's Ownership Percentage during the calendar
year in question and (ii) the aggregate number of Class A Shares into which
such Employee Options are exercisable. The purchase price for such purchases
of Class A Shares will be the Market Value of the Class A Shares, calculated as
described in paragraph (h) below where the applicable "Trigger Date" is
December 31 of the calendar year in question.

(g) All sales pursuant to this Section 3.8 shall be made pursuant
to arrangements reasonably determined by the Company in order to ensure
compliance with the Securities Act.

(h) For purposes of this Agreement, "Market Value" of a share of
any security means the average of the daily closing prices on the NASDAQ
National Market System (or other principal exchange on which shares of such
security is listed or approved for trading) for the shares of such security for
the 20 consecutive trading days immediately prior to the applicable Trigger
Date. The daily closing price for each such trading day shall be the closing

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price, if reported, or, if the closing price is not reported, the average of
the closing "bid" and "asked" prices as reported by NASDAQ (or other principal
exchange). If the daily closing price per share of such New Security is
determined during a period following the declaration of a dividend,
distribution, recapitalization, reclassification or similar transaction, then
the Market Value shall be properly adjusted to take into account ex-dividend
trading.

(i) In the event that a New Security is not traded on a national
securities exchange, promptly after delivery of a Rights Notice Investor and
the Company shall in good faith negotiate the Market Value of such New
Security. If they are unable to reach agreement within 10 Business Days, each
of Investor and the Company shall promptly select a nationally recognized
independent investment banking firm to determine the Market Value of such New
Security. If 20 Business Days after their selection such firms cannot agree as
to such Market Value, within 10 Business Days they shall mutually select a
third nationally recognized independent investment banking firm which shall be
engaged to make such determination, which Market Value shall be within the
range of values suggested by the two investment banking firms. Such third
investment banking firm shall make such determination by written notice to
Grantor and Purchaser within 20 Business Days of its engagement and its
judgment as to all matters relating to its determination shall be binding upon
the parties hereto. Each party will pay the fees and expenses of the initial
investment banking firm hired by such party. The fees and out-of-pocket
expenses of the third investment banking firm shall be paid equally by the
Company and Investor.

(j) For purposes of this Agreement, "Purchase Conditions" means:

(i) The waiting period (including any extension thereof
resulting from additional inquiries, if any) under the HSR Act
applicable to the purchase by Investor of the subject securities shall
have expired or been earlier terminated.

(ii) All other actions by, in respect of or filings with any
Governmental Authority required to permit the consummation of the
closing shall have been taken or obtained, as the case may be, and
shall be in full force and effect.

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(v) The Intercable Group Entities shall have received all
material third party consents, if any, required to be obtained in
connection with the closing, in each case in form and substance
reasonably satisfactory to Investor.

3.9. Registration Rights. The Company grants to Investor and each
other BCE Group Entity that has agreed to be bound by the terms of this
Agreement the registration rights set forth in Exhibit A. If Investor
exercises the Control Option, the Company will grant to the JI Group
Shareholders registration rights on the same terms and conditions as the rights
set forth in Exhibit A.

3.10. Confidentiality. Each party to this Agreement will hold in
confidence and not use, and will use its reasonable efforts to cause its
respective Affiliates, shareholders, officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold in confidence
and not use, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all documents and information received from
the other parties to this Agreement (and Affiliates of such other parties) in
connection with any information exchange contemplated by this Agreement, except
to the extent that such information can be shown to have been (i) previously
known by such party on a nonconfidential basis, (ii) in the public domain
through no fault of such party or (iii) later lawfully acquired by such party
on a non-confidential basis from sources other than another party to this
Agreement (or an Affiliate of such other party). The obligation of each party
to hold any such information in confidence shall be satisfied if they exercise
the same care with respect to such information as they would take to preserve
the confidentiality of their own similar information.

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3.11. Certain Brokerage Fees. The parties hereto acknowledge that
any brokerage or similar fees payable pursuant to the partnership agreements of
the Cable Partnerships will be paid to The Jones Group, Ltd. pursuant to the
terms of the relevant agreements. The provisions of this Section 3.11 will
terminate on the Option Termination Date if Investor does not exercise the
Control Option.

3.12. Purchases of Additional Shares of Capital
Stock. (a) After the Closing, the Bell International Group Entities, the
Spacelink Group Entities and the JI Group Entities shall be entitled to
purchase additional shares of Capital Stock in the open market or otherwise,
and the Company will not interfere with or otherwise take action to restrict
such purchases, provided that in the event any BCE Group Entity proposes to
take an action that would increase Investor's Ownership Percentage above 79%,
Investor will conduct (or cause another BCE Group Entity to conduct) (i) a
Qualifying Tender Offer or (ii) a Qualifying Merger to implement such increase.

(b) Prior to or on the tenth anniversary of the Option Termination
Date, "Qualifying Tender Offer" means a tender offer that has the following
elements: (i) the offer is for all of the outstanding shares of Capital Stock
not owned by a BCE Group Entity, (ii) the offer is for cash, (iii) the offeror
has received a written opinion from a nationally recognized investment bank
that such price is fair to the holders of Capital Stock from a financial point
of view, (iv) the offer has a minimum condition that 51% of the outstanding
shares of Capital Stock not owned by a BCE Group Entity shall have been validly
tendered and (v) the offer will provide that it will be extended for ten
Business Days after the offeror has publicly announced that such minimum
condition has been satisfied. After the tenth anniversary of the Option
Termination Date, "Qualifying Tender Offer" means a tender offer for all of the
outstanding shares of Capital Stock not owned by a BCE Group Entity.

(c) Prior to the time that Investor or its Affiliates have
purchased shares of Capital Stock pursuant to a Qualifying Tender Offer,
"Qualifying Merger" means a merger or similar transaction that has been
approved by (i) a majority of the members of a special committee consisting of
all the Independent Directors (which special committee may hire outside
advisors if it so chooses) and (ii) the holders of a majority of the shares of
Capital Stock not beneficially owned by a BCE Group Entity. After Investor or
any of its Affiliates have purchased shares of Capital Stock pursuant to a
Qualifying Tender Offer, "Qualifying Merger" means a merger or similar
transaction.

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(d) The parties hereto acknowledge that in the event the JI Group
Entities and the Spacelink Group Entities elect not to purchase the Control
Option pursuant to Section 7.2(b) of the Option Agreements, the Company will be
given the opportunity to make such purchase on the same terms and conditions as
the JI Group Entities and the Spacelink Group Entities under such Section
7.2(b).

3.13 Termination of Article III.

(a) The provisions set forth in Section 3.1, 3.3, 3.5, 3.9, 3.11,
3.12 will terminate as provided therein.

(b) The provisions of Sections 3.2, 3.4, 3.6, 3.7 and 3.8 will
terminate on the Event Date.

ARTICLE IV

TRANSFER RESTRICTIONS AND OFFER PROCEDURES

4.1. Transfer Restrictions. (a) No Bell International
Shareholder, no Spacelink Shareholder and no JI Group Shareholder will Transfer
any shares of Capital Stock or New Securities to an Affiliate of such
transferor unless such Affiliate has agreed to be bound by the terms of this
Agreement as a Shareholder and has delivered an executed counterpart of this
Agreement to the Company, Spacelink, Jones and Investor, provided that after
the Option Termination Date this Section 4.1 will apply only to Transfers of
shares of Common Stock.

(b) During the Option Period, without the consent of Investor each
of Jones and International will not, and will cause each other JI Group Entity
not to, sell any Class A Shares or Common Shares that are not Optioned Shares
except (i) to other JI Group Entities pursuant to paragraph (a) above, (ii) to
Jones Family Members that have agreed to be bound by the terms of this
Agreement as a JI Shareholder, (iii) pursuant to pledges to financial
institutions to secure bona fide borrowings by such JI Group Entity (provided
that any foreclosure transferee's interest in such shares will be subject to
the provisions of this Agreement), (iv) to BCE Group Entities or (v) pursuant
to the procedures set forth in Section 4.2. Nothing in this paragraph (b) will
be construed as restricting a JI Group Entity from making gifts to charitable
institutions, family members or other Persons.

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Termination Date and an Event Date no JI Group Shareholder and no Spacelink
Shareholder will Transfer any shares of Common Stock to a Person that is not a
JI Group Entity, a Spacelink Group Entity or a BCE Group Entity unless (i) such
Transfer is pursuant to an underwritten public offering or Rule 144 promulgated
under the Securities Act, (ii) such transferee has agreed to be bound by the
terms of this Agreement as if such transferee was a JI Shareholder or Spacelink
Shareholder, as the case may be, and has delivered an executed counterpart of
this Agreement to the Company and Investor or (iii) such Transfer is pursuant
to a pledge to a financial institution to secure bona fide borrowings by such
Person (provided that any foreclosure transferee's interest in such shares of
Common Stock will be subject to the provisions of this Agreement). In addition
to the foregoing, during such period of time the JI Group Entities may Transfer
up to an aggregate of 200,000 Common Shares to charitable institutions and
pursuant to gifts; to the extent any such Transfers exceed 50,000 individually
or 200,000 in the aggregate, such Transfer may only be made if the charitable
institution or donee agrees to be bound by the terms of this Agreement as a JI
Shareholder.

(d) Any attempt by a JI Group Entity, Spacelink Group Entity or a
Bell International Group Entity to effect a Transfer of shares of Capital Stock
(including the Optioned Shares) not in compliance with the terms of this
Agreement and the Option Agreements shall be null and void and neither the
Company nor any transfer agent shall give any effect in the Company's stock
records to such attempted Transfer.

4.2. Sales of Class A Shares by Jones. (a) During the Option
Period, the JI Group Entities may sell up to an aggregate of 15,000 Class A
Shares in any single calendar month without any obligation to offer such shares
to Investor.

(b) During the Option Period, if any JI Group Entity wishes to sell
(x) a number of Class A Shares that, when added to the sales of all JI Group
Entities during such calendar month, exceeds 15,000 or (y) any Common Shares
that are not Optioned Shares, such sale shall be made pursuant to the following
procedures:

(i) The relevant JI Group Entity (the "Offeror") shall
deliver to Investor an irrevocable written notice in the form attached
hereto as Exhibit B (the "Sale Offer Notice") specifying the number of
Class A Shares or Common Shares offered for sale by such Offeror (the
"Offered Shares") and the average of the closing "bid" and "asked"
prices for Class A Shares or Common Shares, as the case may be, as
reported by

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the NASDAQ for the Business Day immediately preceding the Business Day
on which the Sale Offer Notice is delivered (the "Offer Price").
During the Offer Period (as defined below), Investor will have the
right to purchase (at its election) 100% or 50% of the Offered Shares
at a price per share equal to the Offer Price by delivery to the
Offeror of a written notice in the form attached hereto as Exhibit C
(the "Purchase Notice"). For purposes of this Section 4.2, the "Offer
Period" means the period beginning at the time Investor receives the
Sale Offer Notice and ending 24 hours after such time, provided that
the Offer Period will end five Business Days after such time if the
sum of (x) the aggregate proposed purchase price of the Offered Shares
and (y) any other amounts paid by Investor to any JI Group Entity
pursuant to this Section 4.2 during the 30 days immediately preceding
delivery of the Sale Offer Notice, exceeds $10,000,000.

(ii) If Investor fails to deliver a Purchase Notice to the
Offeror on or prior to the expiration of the Offer Period, the Offeror
will have the right, for a period of 30 calendar days after receipt of
the Sale Offer Notice, to sell the Offered Shares in the open market
or to any Person that is not primarily engaged in the cable television
or telecommunications business in the United States, Canada or Mexico.

(iii) If Investor timely delivers a Purchase Notice to the
Offeror, (x) the closing for the purchase and sale of the Offered
Shares covered by such Purchase Notice will take place five Business
Days after the delivery of such Purchase Notice pursuant to the
procedures set forth in Section 4.4, provided that Investor will have
30 days to close such purchase in cases where the Offer Period is five
Business Days, (y) the Offeror will have the right to sell any
remaining Offered Shares (A) to any person that is not primarily
engaged in the cable television or telecommunications business in the
United States, Canada or Mexico or (B) in the open market and (z)
Investor will purchase in the open market a number of Class A Shares
equal to the number of Offered Shares purchased pursuant to such
Purchase Notice, at a price per share not to exceed the Offer Price to
the extent such Class A Shares are available for purchase at such
price during the 60 calendar days after the delivery by Investor of a
Purchase Notice.

(c) Notwithstanding the foregoing, without Investor's prior written
consent during the Option Period the JI Group Entities may not sell more than
900,000 Class A Shares in the aggregate during any period of twelve

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consecutive calendar months, calculated on a cumulative basis and adjusted for
prior sales of Class A Shares by the JI Group Entities. If the JI Group
Entities wish to sell more than an aggregate of 900,000 Class A Shares in any
such twelve month period for tax, estate planning or other unanticipated bona
fide liquidity needs, the JI Group Entities will have the right to sell such
Class A Shares; Jones and such JI Group Entity will consult with Investor and
the Company as to the proposed plan of distribution and such JI Group Entity
shall use its reasonable best efforts to develop a plan of orderly disposition
of such Class A Shares. Such plan shall take into account any projected
offerings by the Company of Capital Stock during the next 12 month period.

4.3. Purchases of Class A Shares by Bell International Group
Entities. During the Option Period, the Bell International Group Entities may
purchase up to an aggregate of 15,000 Class A Shares in any single calendar
month without any obligation to offer to purchase such Class A Shares from any
other Shareholder. During the Option Period, if any Bell International Group
Entity wishes to purchase a number of Class A Shares that, when added to the
purchases of all Bell International Group Entities during such calendar month,
exceeds 15,000, Investor or the relevant Bell International Group Entity (the
"Purchaser") will first offer to purchase of such Class A Shares from Jones (or
any JI Group Entity designated by Jones) pursuant to the following procedures:

(i) Purchaser shall deliver to Jones an irrevocable
written notice in the form attached hereto as Exhibit D (the "Purchase
Offer Notice") specifying the number (the "Purchase Number") of Class
A Shares that Purchaser is offering to purchase, and the average of
the closing "bid" and "asked" prices for Class A Shares as reported by
NASDAQ for the Business Day immediately preceding the Business Day on
which the Purchase Offer Notice is delivered (the "Proposed Price").
For a period of 48 hours after receipt of a Purchase Offer Notice,
Jones (and any JI Group Entity designated by Jones) will have the
right to sell to Purchaser an aggregate number of Class A Shares equal
to (but not less than) the Purchase Number, at a price per share equal
to the Proposed Price, by delivery to Investor of a written notice in
the form attached hereto as Exhibit E (the "Sale Notice").

(ii) If Jones (or his designee) fails to deliver a Sale
Notice to Purchaser prior to the expiration of the 48 hour period
specified in paragraph (i), Purchaser will have the right, for a
period of 30 calendar days after delivery of the

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Purchase Offer Notice, to purchase a number of Class A Shares equal to
or less than the Purchase Number.

(iii) If Jones (or his designee) timely delivers a Sale
Notice to Purchaser, (x) the closing for the purchase and sale of the
Class A Shares will take place five Business Days after delivery of
such Sale Notice pursuant to the procedures set forth in Section 4.4
and (y) Purchaser will purchase in the open market a number of Class
A Shares equal to the Purchase Number at a price per share not to
exceed the Proposed Price to the extent such Class A Shares are
available for purchase at such price during the 60 calendar days
after the receipt by Investor of a Sale Notice.

4.4. General Offer Procedures. (a) The delivery of a Purchase
Notice or a Sale Notice will constitute a contract between the relevant Bell
International Group Entity and the relevant JI Group Entity for the purchase
and sale of (i) in the case of a Purchase Notice, the Offered Shares at a price
per share equal to the Offer Price, and (ii) in the case of a Sale Notice, a
number of Class A Shares equal to the Purchase Number at a price per share
equal to the Proposed Price.

(b) So long as Investor is using its reasonable efforts to
consummate a closing under this Article IV promptly, Investor may postpone a
closing pursuant to Section 4.2 (but not Section 4.3) until such time as the
following conditions have been satisfied or waived by Investor:

(ii) All other actions by, in respect of or filings with the
Federal Communications Commission (or similar federal agency), if
any, required to permit the consummation of the closing shall have
been taken or obtained, as the case may be, and shall be in full
force and effect.

(c) Notwithstanding the foregoing, if the Purchase Conditions have
not been satisfied or waived within 40 days after the delivery of a Purchase
Notice, the relevant Offeror will be free to sell the Offered Shares without
restriction.

(d) The purchase price for any Class A Shares purchased pursuant to
Sections 4.2 or 4.3 will be paid by

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wire transfer in immediately available funds to a bank account designated by
the relevant JI Group Entity not less than three Business Days prior to
closing, provided that upon the mutual agreement of Investor and such JI Group
Entity all or a portion of the purchase price may be paid in shares of common
stock of BCE Inc. or another BCE Group Entity.

(e) At any closing hereunder, the relevant JI Group Entity will
deliver to Investor good and valid title to the Class A Shares or other shares
of Capital Stock being sold, free and clear of any Lien.

(f) The parties hereto recognize that the offer periods in Sections
4.2 and 4.3 are short and that written communications will be delivered by
facsimile transmission. Any party delivering a notice pursuant to Sections 4.2
and 4.3 will use reasonable efforts to contact by telephone a representative of
the other party to notify him or her of the content of such notice.

4.5 Termination of Article IV. The provisions of Sections 4.2, 4.3
and 4.4 will terminate on the Option Termination Date and the provisions of
Section 4.1 will terminate as provided therein.

ARTICLE V

PROVISIONS RELATING
TO THE CONTROL OPTION

5.1. Issuances of Common Shares During the Option Period. (a)
During the Option Period, without the prior written consent of Investor the
Company will not sell or otherwise issue any Common Shares, or grant any rights
that are, or may become, exercisable to purchase, or convertible or
exchangeable into, Common Shares except (i) pursuant to employee options
granted to Glenn R. Jones or (ii) to Investor.

(b) During the Option Period, Investor will have the right to
purchase (or cause to be purchased) an option on any Common Shares, or any
options to purchase Common Shares, purchased by or issued to a JI Group Entity,
or Spacelink Group Entity after the date hereof, on the same terms and
conditions as set forth in the Option Agreements, provided that Investor shall
purchase (or cause to be purchased) such option no later than 30 days after
receipt by Investor of a notice from a JI Group Entity or Spacelink Group
Entity that it owns, or has options to purchase, any Common Shares that are not
Optioned Shares.

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5.2. Consents and Approvals For Exercise of Control Option. (a)
During the Option Period, the Company, Investor, Spacelink and Jones will, and
to the extent necessary will cause their respective Subsidiaries, counsel and
other advisors to, cooperate in identifying, and from time to time at the
request of Investor cooperate in obtaining, all consents and approvals of,
giving all notices to, and making all filings required by any Intercable Group
Entity with, any Governmental Authority organized within a country where the
Intercable Group conducts business or third party that are necessary in
connection with the exercise by Investor of the Control Option.

(b) During the Option Period, if any Intercable Group Entity renews
an existing Franchise Agreement, or in connection with an acquisition seeks a
consent or approval under a Franchise Agreement, the Company will use
reasonable efforts at such time to obtain any consents or approvals that are
required under such Franchise Agreement in connection with the exercise by
Investor of the Control Option.

(c) During the Option Period, the Company will not make, nor allow
any Intercable Group Entity to make, a material acquisition without first (i)
reviewing the likely effect of the exercise of the Control Option on any
Franchise Agreements, contracts or other rights proposed to be acquired in
connection with such acquisition and (ii) discussing the results of such review
with a representative of Investor.

(d) During the Option Period, without the prior written consent of
Investor, no Intercable Group Entity will enter into a new credit (or other
financing) agreement or other contract (other than Franchise Agreements)
material to the Intercable Group if such agreement or contract contains a
provision that would, as a result of the exercise by Investor of the Control
Option, (i) require any consent or other action by any Person, (ii) give rise
to an event of default, right of termination, cancellation or acceleration
thereunder or (iii) cause a loss of any material benefit to which an Intercable
Group Entity is entitled.

5.3. Further Assurances. In the event Investor exercises its right
to purchase the Optioned Shares, the Company, Spacelink, Jones, International
and Investor will each execute and deliver or cause to be executed and
delivered all further documents and instruments and use their reasonable
efforts to secure such consents and take all such further action as may be
reasonably necessary in order to consummate the exercise of the Control Option
and the purchase of the Optioned Shares, and to enable Investor to thereafter
enjoy all benefits and rights in respect of

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the Optioned Shares, provided that this Section 5.3 will not apply to approvals
that Investor and its Affiliates may need from Governmental Authorities in
Canada or in any country in which the Company does not conduct business.

5.4. No Proxies or Encumbrances on Optioned Shares. Except as
contemplated by this Agreement and the Option Agreements, without the consent
of Investor no JI Group Entity and no Spacelink Group Entity will, directly or
indirectly, (i) grant any proxies (other than a revocable proxy granted in
connection with a meeting of stockholders) or enter into any voting trust or
other agreement or arrangement with respect to the voting of any Optioned
Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
the direct or indirect sale, assignment, transfer, encumbrance or other
disposition of, any Optioned Shares or (iii) seek or solicit any transaction or
arrangement described in clauses (i) and (ii). Spacelink, Jones and
International will notify Investor promptly (and provide all details reasonably
requested by Investor) if it is approached or solicited, directly or
indirectly, by any Person with respect to any of the foregoing. Nothing herein
shall be deemed to prevent or restrict Jones, International, Spacelink or any
other JI Group Entity or Spacelink Group Entity from voting the Optioned Shares
in its sole discretion on all matters, except as otherwise agreed in this
Agreement.

5.5. Deemed Exercise. For all purposes of this Agreement, Investor
will be deemed to have exercised the Control Option and purchased the Optioned
Shares if a financial institution acting as agent of Investor exercises the
Control Option and purchases the Optioned Shares pursuant to the terms of the
Option Agreements.

5.6. Trading in Class A Shares. Neither Investor, Spacelink,
Jones, International nor the Company, nor any of their respective Subsidiaries,
nor any Persons acting on behalf or at the direction of such Persons, shall
purchase or sell, or cause to be purchased or sold, any Class A Shares during
any period during which they know that "Market Value" is being determined
pursuant to the Option Agreements.

5.7. Certain Information. (a) Investor (or any of its successors)
will notify the Company and Jones if any equity interests in Investor become
owned by any Person that is not a BCE Group Entity. Jones will notify Investor
if any equity interests in International (or any of its successors) become
owned by a Person that is not a JI Group Entity.

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(b) Following the end of the applicable fiscal year:

(i) Investor will deliver to International its audited
financial statements,

(ii) International will deliver to Investor a certificate
stating that its assets exceeded its liabilities at the end of such
fiscal year, that it is paying its obligations when due and that it
is not aware of any circumstance that is likely to give rise to a
Jones Bankruptcy Event (as defined in the Option Agreements) during
the immediately succeeding fiscal year, and

(iii) Spacelink will deliver to Investor its audited
financial statements for such year.

5.8 Termination of Article V. The provisions of this Article V
will terminate on the Option Termination Date.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1. Representations and Warranties of Jones. Jones represents and
warrants to Investor and the Company that as of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Jones is within his legal capacity. This Agreement constitutes a valid and
binding agreement of Jones.

(b) The execution, delivery and performance by Jones of this
Agreement requires no action of Jones by or in respect of, or filing by Jones
with, any Governmental Authority organized within the United States of America,
England or Spain other than any such action or filing as to which the failure
to make or obtain would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Jones.

(c) The execution, delivery and performance by Jones of this
Agreement does not (i) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Jones or (ii) require any consent or
other action by any Person under, or constitute a default under, any agreement
or other instrument binding upon Jones or any license, permit or other similar
authorization held by Jones, except to the extent that any such violation,
failure

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to obtain any such consent or other action, or default, would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect
on Jones.

6.2. Representations and Warranties of International.
International represents and warrants to Investor and the Company that as of
the date hereof:

(a) The execution, delivery and performance of this Agreement by
International is within International's corporate power and has been duly
authorized by all necessary corporate action on the part of International. This
Agreement constitutes a valid and binding agreement of International.

(b) The execution, delivery and performance by International of
this Agreement requires no action of International by or in respect of, or
filing by International with, any Governmental Authority organized within the
United States of America, England or Spain other than any such action or filing
as to which the failure to make or obtain would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
International.

(c) The execution, delivery and performance by International of
this Agreement does not (i) violate the articles of incorporation or bylaws of
International, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on International or (iii) require any
consent or other action by any Person under, or constitute a default under, any
agreement or other instrument binding upon International or any license, permit
or other similar authorization held by International, except in the case of
clauses (ii) and (iii) to the extent that any such violation, failure to obtain
any such consent or other action, or default, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
International.

6.3. Representations and Warranties of Investor. Investor
represents and warrants to each of Jones, International and the Company that as
of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Investor is within Investor's corporate power and has been duly authorized by
all necessary corporate action on the part of Investor. This Agreement
constitutes a valid and binding agreement of Investor.

(b) The execution, delivery and performance by Investor of this
Agreement require no action by Investor or in respect of, or filing by Investor
with, any governmental

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body, agency or official other than any such action or filing as to which the
failure to make or obtain would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Investor.

(c) The execution, delivery and performance by Investor of this
Agreement do not (i) violate the articles of incorporation or bylaws of
Investor or (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Investor or (iii) require any consent or
other action by any Person under, or constitute a default under, any agreement
or instrument binding upon Investor or any license, permit or other similar
authorization held by Investor except, in the case of clauses (ii) and (iii),
to the extent that any such violation, failure to obtain any such consent or
take such other action, or default, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
Investor.

6.4. Representations and Warranties of the Company. The Company
represents and warrants to Investor, Jones and International that as of the
date hereof:

(a) The execution, delivery and performance of this Agreement by
the Company is within the Company's corporate power and has been duly
authorized by all necessary corporate action on the part of the Company. This
Agreement constitutes a valid and binding agreement of the Company.

(b) The execution, delivery and performance by the Company of this
Agreement requires no action of any Intercable Group Entity by or in respect
of, or filing by any Intercable Group Entity with, any Governmental Authority
organized within the United States of America, England or Spain other than any
such action or filing as to which the failure to make or obtain would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Intercable Group Entities.

(c) The execution, delivery and performance by the Company of this
Agreement do not (i) violate (x) the articles of incorporation or bylaws of the
Company or (y) the articles of incorporation, by-laws, partnership agreement or
other organizational document (as applicable) of any other Intercable Group
Entity, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on the Company, (iii) require any consent
or other action by any Person under, constitute a default under, or give rise
to any right of termination, cancellation or acceleration of any right or
obligation of the Company or any other Intercable Group Entity or cause a

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loss of any benefit to which the Company or any other Intercable Group Entity
is entitled under any agreement or other instrument binding upon the Company or
any other Intercable Group Entity or any Franchise Agreement, license, permit
or other similar authorization held by the Company or any other Intercable
Group Entity or (iv) result in the creation of any Lien on any asset of the
Company or any Intercable Group Entity, except in the case of clauses (ii),
(iii) and (iv), to the extent that any such violation, failure to obtain any
such consent or other action, default, right, loss or Lien would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Intercable Group Entities.

6.5. Representations and Warranties of Spacelink. Spacelink
represents and warrants to Investor and the Company that as of the date hereof:

(a) The execution, delivery and performance of this Agreement by
Spacelink is within Spacelink's corporate power and has been duly authorized by
all necessary corporate action on the part of Spacelink. This Agreement
constitutes a valid and binding agreement of Spacelink.

(b) The execution, delivery and performance by Spacelink of this
Agreement requires no action of any Spacelink Group Entity by or in respect of,
or filing by any Spacelink Group Entity with, any Governmental Authority
organized within the United States of America, England or Spain other than any
such action or filing as to which the failure to make or obtain would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Spacelink Group Entities.

(c) The execution, delivery and performance by Spacelink of this
Agreement do not (i) violate (x) the articles of incorporation or bylaws of the
Company or (y) the articles of incorporation, by-laws, partnership agreement or
other organizational document (as applicable) of any other Spacelink Group
Entity, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree binding on Spacelink, (iii) require any consent or
other action by any Person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of Spacelink or any other Spacelink Group Entity or cause a loss of
any benefit to which Spacelink or any other Spacelink Group Entity is entitled
under any agreement or other instrument binding upon Spacelink or any other
Spacelink Group Entity or any franchise agreement, license, permit or other
similar authorization held by Spacelink or any other Spacelink Group Entity or
(iv) result in the creation of any Lien on any asset of Spacelink or any

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Spacelink Group Entity, except in the case of clauses (ii), (iii) and (iv), to
the extent that any such violation, failure to obtain any such consent or other
action, default, right, loss or Lien would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Spacelink Group Entities.

ARTICLE VII

MISCELLANEOUS

7.1. Termination. The provisions of this Agreement will terminate,
and be of no further force and effect:

(i) if Investor purchases the Optioned Shares pursuant to the
Option Agreements, on the Option Termination Date, provided that the
provisions of Sections 2.5(d), 3.5, 3.9, 3.10 and 3.12 will survive
any such termination, or

(ii) if Investor does not purchase the Optioned Shares
pursuant to the Option Agreements, on the date after the Option
Termination Date when Investor's Ownership Percentage is less than
10%, provided that the provisions of Sections 2.5(d), 3.5, 3.9
and 3.10 will survive any such termination.

7.2. Successors and Assigns; Assignment. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, and to the extent
applicable heirs, executors, administrators and legal representatives.

(b) Except as otherwise provided herein, neither the Company nor
any Shareholder may assign, delegate or otherwise Transfer any of its rights or
obligations under this Agreement without the prior written consent of all of
the other parties hereto, provided that (i) any party hereto may pledge its
interest in this agreement to a financial institution to secure a bona fide
borrowing by such party in connection with a pledge by such party of its
general intangible interests (provided that any foreclosure transferee's
interest will be subject to the provisions of this Agreement), (ii) Investor
and any other Bell International Shareholder may assign its rights, but not its
obligations, to any Eligible Assignee and (iii) Investor may assign its rights
and obligations to any purchaser of the Control Option that has paid for the
Optioned Shares pursuant to Article VII of the Option Agreements at any time
after such purchaser has delivered to the Company,

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Spacelink, Jones and International an executed counterpart of this Agreement
and agreed to be bound by the terms of this Agreement as if such Person was
Investor, provided that Sections 3.3 and 3.4 will terminate at the time of any
such assignment to such purchaser.

(c) For purposes of this Agreement, "Eligible Assignee" means any
entity which at the time of such assignment is, and thereafter during the term
of this Agreement remains (i) controlled, directly or indirectly, by Investor
and (ii) not primarily engaged in, or a Subsidiary of Investor primarily
engaged in, the direct operation or management of (x) cable television systems
located in North America, (y) wireline local communications services located in
the United States of America or (z) educational programming services, other
than Investor and any Person that is an Intercable Group Entity or a JI Group
Entity (each a "Restricted Business"). The parties hereto acknowledge that the
foregoing provisions are not intended to restrict Investor from assigning its
rights hereunder to a Subsidiary of Investor that is a holding company of an
entity or entities primarily engaged in a Restricted Business.

7.3. Specific Performance. Each party hereto agrees that a
Shareholder could be irreparably damaged if any party failed to perform any
obligation under this Agreement, and that such Shareholder would not have an
adequate remedy at law for money damages in such event. Accordingly, each
Shareholder shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement. This provision
is without prejudice to any other rights that such Shareholder may have against
any party for any failure by such party to perform its obligations under this
Agreement.

7.4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by facsimile transmission, or by registered or certified mail
(postage prepaid, return receipt requested):

if to Jones:

Glenn R. Jones
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax:

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152

if to International:

Jones International, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80155
Fax: (303) 799-4675
Attention: Chief Executive Officer

if to Investor:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2262
Attention: Chief Financial Officer

with a copy to:

Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8
Fax: 514-392-2342
Attention: General Counsel

if to the Company, to:

Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

with a copy to:

Jones Intercable Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

if to the Spacelink to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: President
Fax: (303) 784-8503

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with a copy to:

Jones Spacelink, Ltd.
9697 East Mineral Avenue
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 799-1644

All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to
have been received until the next succeeding business day in the place of
receipt.

7.5. Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.

7.6. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

7.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Colorado, without
regard to the conflicts of law rules of such state.

7.8. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.

7.9. Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning of
interpretation of this Agreement.

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7.10. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

7.11. Separability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

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155

IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.

______________________________
GLENN R. JONES, individually

JONES INTERNATIONAL, LTD.

By____________________________
Name:
Title:

BELL CANADA INTERNATIONAL
INC.

By____________________________
Name:
Title:

JONES SPACELINK, LTD.

By____________________________
Name:
Title:

JONES INTERCABLE, INC.

By____________________________
Name:
Title:

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SCHEDULE I

LIST OF AFFILIATE AGREEMENTS

1. Transponder License Agreement between Jones Space Segment, Inc. and
Jones Intercable, Inc., dated February 2, 1993.

2. Affiliate Agreement between Mind Extension University, Inc. and Jones
Intercable, Inc., dated December 28, 1993, as amended _________, 1994.

3. Cable Affiliate Agreement between Galactic Radio, Inc. and Jones
Programming Services, Inc., dated May 1, 1990.

4. Office Lease between Jones Properties Inc. and Jones Intercable Inc.,
dated June 8, 1984.

5. Short Form Lease, dated June 8, 1984, and amendment, dated November
30, 1989, between Jones Properties, Inc. and Jones Intercable, Inc.

6. Sublease Agreement between the Jones Group, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

7. Sublease Agreement between Jones International, Ltd. and Jones
Intercable, Inc., dated August 25, 1987.

8. Sublease Agreement between Jones Spacelink, Ltd. and Jones Intercable,
Inc., dated August 25, 1987.

Affiliate Agreements in Process

1. Agreement between Jones Interactive, Inc. and Jones Intercable, Inc.
for the provision of certain support services.

2. Affiliate Agreement between Jones Computer Networks, Inc. and Jones
Intercable, Inc. for carriage of programming.

3. Affiliate Agreement between Product Information Network and Jones
Intercable, Inc. for carriage of programming.

4. Affiliate Agreement between Healthcare Network and Jones Intercable,
Inc. for carriage of programming.

5. Agreement between Jones International, Ltd. or an affiliate thereof
and Jones Intercable, Inc. for development of customer billing
service.

1
157

6. Option Agreement between affiliate of Jones International, Ltd. and
Jones Intercable, Inc. regarding purchase of Terrace Building.

2
158

SCHEDULE II

LIST OF CABLE PARTNERSHIPS

I. Limited Partnerships

1. Jones Cable Income Fund 1-A, Ltd.
2. Jones Intercable Income Fund 1-B, Ltd.
3. Jones Cable Income Fund 1-C, Ltd.
4. Cable TV Fund 11-A, Ltd.
5. Cable TV Fund 11-B, Ltd.
6. Cable TV Fund 11-C, Ltd.
7. Cable TV Fund 11-D, Ltd.
8. Cable TV Fund 12-A, Ltd.
9. Cable TV Fund 12-B, Ltd.
10. Cable TV Fund 12-C, Ltd.
11. Cable TV Fund 12-D, Ltd.
12. Cable TV Fund 14-A, Ltd.
13. Cable TV Fund 14-B, Ltd.
14. Cable TV Fund 15-A, Ltd.
15. IDS/Jones Growth Partners 87-A, Ltd.
16. IDS/Jones Growth Partners 89-B, Ltd.
17. IDS/Jones Growth Partners II, L.P.
18. Jones Intercable Investors
19. Jones Growth Partners, L.P.
20. Jones Growth Partners II, L.P.

II. Joint Ventures

1. Jones Cable Income Fund 1-B/C Venture
2. Cable TV Joint Fund 11
3. Cable TV Fund 12-BCD Venture
4. Cable TV Fund 14-A/B Venture
5. IDS Jones Joint Venture Partners

III. Spacelink Cable Partnership

1. Jones Spacelink Income/Growth Fund 1-A, Ltd.
2. Spacelink Fund 3, Ltd.
3. Jones Spacelink Fund 4, Ltd.
4. Jones Spacelink Fund 5, Ltd.
5. Jones Spacelink Income Partners 87-1, L.P.

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159

EXHIBIT A

This registration rights exhibit will be identical to Exhibit A to
the Shareholders Agreement that is Exhibit C to the Stock Purchase Agreement.

4
160

EXHIBIT B

(Form of Sale Offer Notice)
(Date)

Bell Canada International Inc.

To Bell Canada International Inc.:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Spacelink, Glenn R. Jones, Jones International,
Ltd., Bell Canada International Inc. and Jones Intercable, Inc. (the
"Agreement"). Capitalized terms used but not defined herein have the meanings
set forth in the Agreement. This Sales Offer Notice is being delivered to you
pursuant to Section 4.2(a) of the Agreement.

The undersigned hereby irrevocably offers to sell to you _______
(Class A/Common) Shares at a price per share of $_________, which is equal to
the average of the (closing "bid" and "asked" prices) for (Class A/Common)
Shares on the Business Day immediately preceding the date on which this Sale
Offer Notice is being delivered to you. The aggregate purchase price for the
Offered Shares is $ .

If you wish to purchase the Offered Shares pursuant to Sections
4.2(a) and 4.4 of the Agreement, please respond by delivery of a Purchase
Notice to the undersigned prior to the expiration of the Offer Period, which is
(time) on (date).

(Name of JI Group Entity)

By:

5
161

EXHIBIT C

(Form of Purchase Notice)

(Date)
(Name of Glenn Jones
Group Entity)

To __________:

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Spacelink, Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Purchase Notice is being delivered to you pursuant to Section
4.2(a) of the Agreement and in response to your Sale Offer Notice dated
.

The undersigned hereby irrevocably elects to exercise the right to
purchase (50%/100%) of the Offered Shares for an aggregate purchase price of $
.

The closing for the purchase and sale of the Offered Shares pursuant
to this Purchase Notice shall take place pursuant to the procedures set forth
in Section 4.4. Please contact us so that we may agree on wire transfer
arrangements and a mutually acceptable time and place for closing.

BELL CANADA INTERNATIONAL INC.

By:
162

EXHIBIT D

(Form of Purchase Offer Notice)
(Date)

Glenn R. Jones

To Glenn R. Jones:

Reference is made to the Shareholders Agreement, dated as of
(closing date) 1994, among Spacelink, Glenn R. Jones, Jones International,
Ltd., Bell Canada International Inc. and Jones Intercable, Inc. (the
"Agreement"). Capitalized terms used but not defined herein have the meanings
set forth in the Agreement. This Purchase Offer Notice is being delivered to
you pursuant to Section 4.3 of the Agreement.

The undersigned hereby irrevocably offers to purchase from you (or
any JI Group Entity designated by you) _______ Class A Shares at a price per
share of $_________, for an aggregate purchase price of $ .

If you (or any JI Group Entity) wishes to sell Class A Shares
pursuant to the foregoing offer and Sections 4.3 and 4.4 of the Agreement,
please respond by delivery of a Sale Notice to the undersigned no later than
(time) on (date).

(Name of Bell International Group Entity)

By:
163

EXHIBIT E

(Form of Sale Notice)

(Date)

(Name of Bell International Group Entity)

To (Name of Bell International Group Entity):

Reference is made to the Shareholders Agreement dated as of (Closing
Date), 1994, among Spacelink, Glenn R. Jones, Jones International, Ltd., Bell
Canada International Inc. and Jones Intercable Inc. (the "Agreement").
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement. This Sale Notice is being delivered to you pursuant to Section 4.3
of the Agreement and in response to your Purchase Offer Notice dated
.

The undersigned hereby irrevocably elects to sell to you ______
Class A Shares for an aggregate purchase price of $ .

The closing for the purchase and sale of the Class A Shares pursuant
to this Sale Notice shall take place pursuant to the procedures set forth in
Section 4.4. Please contact us so that we may agree on wire transfer
arrangements and a mutually acceptable time and place for closing.

(Name of JI Group Entity)

By:
164
EXHIBIT E

JONES FINANCIAL GROUP, INC.
9697 East Mineral Avenue
Englewood, Colorado 80112

(Closing Date), 1994

Mr. Daniel E. Somers
Senior Vice-President
Bell Canada International Inc.
1000, rue de la Gauchetiere West
Suite 1100
Montreal, Quebec
Canada H3B 4Y8

Re: Fee Sharing Agreement

Dear Mr. Somers:

Reference is made to that certain Financial Services Agreement (the
"Agreement") between Jones Intercable, Inc. ("Intercable") and Jones Financial
Group, Inc. (the "Company"), dated as of the date hereof, a copy of which is
attached as Exhibit A.

In consideration of the assistance provided or otherwise made
available to the Company by Bell Canada International, Inc. ("BCI") in
connection with the Company's performance of the Agreement, and for other good
and valuable consideration, the Company hereby agrees to pay to BCI fifty
percent (50%) of the Net Fees paid to the Company by Intercable under the
Agreement. "Net Fees" shall mean the gross amount of funds received by the
Company from Intercable pursuant to paragraph 3(a) of the Agreement, less
reasonable and customary expenses incurred by the Company in its performance of
the Agreement (including salaries, bonuses and other operating expenses). Net
Fees shall not include any of the fees paid to the Company by Intercable
pursuant to Section 5.12 of the Stock Purchase Agreement referenced in the
Agreement. BCI's share of Net Fees shall be payable by the Company to BCI
within 30 business days after receipt of collected funds from Intercable
pursuant to the Agreement. If all reasonable and customary expenses that may
be deducted from the amount paid by Intercable to the Company pursuant to the
Agreement to arrive at Net Fees have not been finally determined at the time a
payment is due to BCI hereunder, the Company may estimate such expenses in
calculating Net Fees. All payments hereunder shall be subject to final
adjustment at
165
Mr. Daniel E. Somers
(Closing Date), 1994
Page 2

such time as such costs and expenses have been fully determined. BCI may
inspect the books and records of the Company upon reasonable notice to the
Company to verify the amount of the Net Fees.

This letter agreement shall terminate simultaneously with the
termination of the Agreement.

If the foregoing correctly sets forth the understanding and agreement
between BCI and the Company, please so indicate in the space provided for that
purpose below, whereupon this letter shall constitute a binding agreement as of
the date first above written.

Very truly yours,

JONES FINANCIAL GROUP, INC.

By:____________________________

Accepted and Agreed to
this ____ day of _________, 1994;

BELL CANADA INTERNATIONAL INC.

By:___________________________
166
EXHIBIT F

(FORM OF IDEMNIFICATION AGREEMENT
TO COME)

167

EXHIBIT G

It is a condition to the Reorganization that Intercable shall have
received an opinion from Davis, Graham & Stubbs or Skadden, Arps, Slate,
Meagher & Flom, in form and substance reasonably satisfactory to the Special
Committee of Intercable, as advised by counsel, substantially to the effect set
forth below. If the firm rendering the opinion believes it has complied with
this condition, but the Special Committee of Intercable (as advised by counsel)
nevertheless believes that the opinion is not reasonably satisfactory, and the
disagreement cannot be resolved, then the firm rendering the opinion and the
counsel to the Special Committee will jointly select a third law firm to
determine whether such dissatisfaction with the opinion is reasonable, and the
Special Committee will reconsider its initial conclusion in light of the
determination of such third firm.

This opinion may be qualified in the following manner: (i) counsel
may rely upon customary certificates of officers and directors of Intercable,
Spacelink, International and of other persons (including a representation with
respect to the arms-length nature of the transactions between International,
Intercable, BCI and all related parties), (ii) the transfer of the Common Stock
of Intercable from International to a not wholly-owned (Newco) and the issuance
of the Control Option following the Reorganization should not violate the
continuity of interest requirements recognizing the absence of authority on
point, (iii) regulations may be promulgated under Section 337(d) of the Code
which could affect the tax-free status of the Reorganization, (iv) such opinion
is based on the applicable provisions of the Code, Treasury Regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the Service and other relevant authorities and that such statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time and, in some circumstances, with retroactive effect and that a change
in the authority upon which such opinion is based could affect such conclusion,
and (v) any additional qualifications which are reasonable and customary for an
opinion of a similar nature.

The opinion would state that, based upon and subject to the
foregoing and on the basis of facts, representations and assumptions set forth
in such opinion which are consistent with the state of facts existing at the
Effective Time and recognizing the absence of authority regarding (i) the
applicability of Revenue Ruling 78-47 if an actual transfer of stock could not
be accomplished under corporate law and (ii) the applicability of the
liquidation-reincorporation doctrine to the transfer of Common Stock to
(Newco), the Reorganization will be treated as a reorganization within the
meaning of Section 368(a)(1) of the Code.