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      In consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement,
the following capitalized terms or terms otherwise defined in this Section 1
shall have the meanings set forth below:

      1.1 1992 Cable Act. The Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the FCC rules and regulations
promulgated thereunder.

      1.2 Affiliate. With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. As used in this
Agreement, "control" means the ownership, directly or indirectly, of voting
securities representing the right generally to elect a majority of the directors
(or similar officials) of a Person or the possession, by contract or otherwise,
of the authority to direct the management and policies of a Person.
Notwithstanding the foregoing, prior to the Closing Date, (a) neither AT&T
Corporation, Tele-Communications, Inc., nor any of their direct or indirect
subsidiaries (collectively, the "AT&T Affiliates"), shall be considered
Affiliates of IPSE for any purpose herein or hereunder; (b) neither Paul Allen,
Vulcan Cable, Inc., Vulcan Cable II, Inc., Marcus Cable Properties, L.L.C. nor
any other Person directly or indirectly controlled by Paul Allen that is not
engaged in the cable television business (collectively, the "Allen Affiliates")
shall be considered Affiliates of any Charter Party for any purpose herein or
hereunder; and (c) InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and TCID IP-V, Inc.,on the one hand, and IPSE,
InterMedia Partners of West Tennessee, L.P., InterMedia Partners IV, L.P., and
Robin Media Group, Inc., on the other hand, shall not be deemed Affiliates of
each other.

      1.3 Agreement. This Asset Exchange Agreement.

      1.4 Antitrust Division. The Antitrust Division of the United States
Department of Justice.

      1.5 Assets. The Charter Assets or the IPSE Assets, as the context

      1.6 Basic Services. The lowest tier of service offered to subscribers of a

      1.7 Business Day. Any day other than a Saturday, Sunday or a day on which
the banking institutions in New York, New York, Denver, Colorado, San Francisco,
California or St. Louis, Missouri are required or authorized to be closed.

                                           IPSE/Charter Asset Exchange Agreement