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<PAGE>   37

      7.3. Employees.

            7.3.1. Except as set forth in this Section 7.3.1, Charter may, but
shall have no obligation to (i) in the case of IPWT, employ or offer employment
to any employee of IPWT's Cable Business and (ii) in the case of RMG, cause RMG
to retain any employee. Within thirty (30) days after the date of execution of
this Agreement, IPWT shall, and shall cause RMG to, provide to Charter a list of
all employees of the Systems and any other employees of RMG (other than those
related to the Brentwood Systems) (collectively the "System Employees") as of a
recent date, showing the original hire date, the then-current positions and
rates of compensation and whether the employee is subject to an employment
agreement, a collective bargaining agreement or represented by a labor
organization. Within sixty (60) days after the date of execution of this
Agreement (but in no event less than thirty (30) days after receipt of such
list), or such other date as the Parties may agree, Charter will provide to IPWT
in writing a list of the System Employees Charter or its Affiliates will employ
following the Closing, subject only to the evaluations permitted by this
Section. IPWT agrees, and shall cause its appropriate Affiliates, to cooperate
in all reasonable respects with Charter to allow Charter or its Affiliates to
evaluate the System Employees to make hiring decisions. In this regard, Charter
shall have the opportunity to make such appropriate prehire investigation of
each of the System Employees, as it deems necessary, including, subject to
obtaining the consent of such System Employee, the right to review personnel
files and conduct background checks and the right to interview such employees
during normal working hours so long as such interviews are conducted after
notice to IPWT, IPSE or RMG, as appropriate, and do not unreasonably interfere
with IPWT's, IPSE's or RMG's operations. IPWT will, and will cause IPSE and RMG
to, use its good faith efforts to obtain the consent of each of its System
Employees to allow Charter to review personnel files and to conduct background
checks in connection with the foregoing. Charter or its Affiliates may, if it
wishes, condition any offer of employment upon the employee's passing a
pre-placement physical examination (including drug screening test) and the
completion of a satisfactory background check. Charter shall bear the expense of
such examination but IPWT shall, and shall cause IPSE and RMG to, upon
reasonable notice, cooperate in the scheduling of such examinations so long as
the examinations do not unreasonably interfere with IPWT's, IPSE's or RMG's
operations. RMG shall terminate, as of the Closing Date, any RMG employee which
Charter (or, with respect to the Brentwood Systems, IP-I or its Affiliates) has
determined not to retain. As of the Closing Date, Charter shall have no
obligation to IPWT, IPSE or RMG or their Affiliates, or to IPWT's, IPSE's or
RMG's employees, with regard to any employee it has determined not to hire or
retain, as the case may be, and IPWT and IPSE shall indemnify and hold Charter
and RMG harmless (pursuant to the Common Agreement) with respect to any Losses
incurred by RMG, Charter or its Affiliates with respect to employees terminated
pursuant to the preceding sentence. Notwithstanding any of the foregoing,
Charter agrees not to solicit for employment, without the written consent of
IPWT, IPSE or RMG, as appropriate, any employee of IPWT, IPSE or RMG whose
position is System manager or higher.

            7.3.2. To the extent not included in the calculation of the Base
Value or the Adjusted Value in accordance with the terms of the Common
Agreement, IPWT will, and will cause IPSE and RMG to, pay to all of their
respective Systems Employees all compensation, including salaries, commissions,
bonuses, deferred compensation, severance (to the extent applicable), insurance,
vacation (except for accrued vacation time (not to exceed four weeks) and sick
time (not to exceed ten (10) days) included in the calculation of the Adjusted
Value, and other compensation or benefits to which they are entitled for periods
prior to the Closing, including all amounts, if any, payable on account of the
termination of their employment.

            7.3.3. IPWT or its appropriate Affiliates, will be responsible for
maintenance and distribution of benefits accrued under any employee benefit plan
(as defined in ERISA) maintained by