ASSET PURCHASE AGREEMENT



                                     BETWEEN



                        NORTHLAND CABLE TELEVISION, INC.



                                       AND



                        CEQUEL III COMMUNICATIONS I, LLC



                                      DATED



                                FEBRUARY 2, 2005



<PAGE>



                            ASSET PURCHASE AGREEMENT



                  THIS ASSET PURCHASE AGREEMENT is dated February 2, 2005 by and

between and NORTHLAND CABLE TELEVISION, INC., a Washington corporation ("SELLER"

or "NCTV"), and CEQUEL III COMMUNICATIONS I, LLC, a Delaware limited liability

company ("BUYER").



                                    RECITALS:



                  A. Seller owns and operates cable television system serving

certain communities in Texas (as set forth more particularly in Schedule 1.28)

and,



                  B. Seller desires to sell, and Buyer wishes to buy,

substantially all of Seller's assets used in the operation of the System, as

such term is defined in Section 1.28, and the business related thereto

(collectively the "BROADBAND BUSINESS") for the price and on the terms and

conditions set forth in this Agreement.



                                   AGREEMENTS:



                  In consideration of the above recitals and the covenants and

agreements contained herein, Buyer and Seller agree as follows:



1.    DEFINED TERMS



                  The following terms shall have the following meanings in this

Agreement:



      1.1. "ACCOUNTS RECEIVABLE" means the rights of Seller to payment for

services rendered by Seller (including, without limitation, those billed to

subscribers of the System and those for services and advertising time provided

by Seller) which have been unpaid as of the Closing Date.



      1.2. "AGREEMENT" means this Asset Purchase Agreement.



      1.3. "ASSETS" means all the tangible and intangible assets owned by Seller

and used in connection with the conduct of the business or operations of the

Systems, but excluding those specified in Section 2.2.



      1.4 "CABLE ACT" means Title VI of the Communications Act of 1934, as

amended, 47 U.S.C. Section 151 et -- seq., and all other provisions of the Cable

Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable Television

Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the

Telecommunications Act of 1996, Pub. L. No. 104-104, as such statutes may be

amended from time to time, and the rules and regulations promulgated thereunder,

as in effect from time to time.



      1.5. "CLOSING" means the consummation of the transactions contemplated by

this Agreement in accordance with the provisions of Section 7.



      1.6. "CLOSING DATE" means the date of the Closing specified in Section 7.



                                        1

<PAGE>



      1.7. "CODE" means the Internal Revenue Code of 1986, as amended, and the

regulations thereunder, or any subsequent legislative enactment thereof, as in

effect from time to time.



      1.8. "COMPENSATION ARRANGEMENT" means any written plan or compensation

arrangement other than an Employee Plan or a Multi-employer Plan that provides

to employees of Seller employed at the System any compensation or other

benefits, whether deferred or not, in excess of base salary or wages and

excluding overtime pay, including, but not limited to, any bonus or incentive

plan, deferred compensation arrangement, stock purchase plan, severance pay plan

and any other perquisites and employee fringe benefit plan.



      1.9. "CONSENTS" means the consents, permits or approvals of governmental

authorities and other third parties (including Seller's lenders) listed in

Schedule 3.8.



      1.10. "CONTRACTS" means the agreements listed in Schedule 3.7,

subscription agreements with customers for the cable services provided by the

System, miscellaneous service agreements terminable by Seller at will without

penalty, agreements involving liabilities less than or equal to $10,000 (in the

aggregate), agreements involving material non-monetary obligations, and

agreements entered into by Seller in the ordinary course of business of the

System between the date hereof and the Closing Date in accordance with the

provisions hereof.



      1.11. "EMPLOYEE PLAN" means any written pension, retirement,

profit-sharing, deferred compensation, vacation, severance, bonus, incentive,

medical, vision, dental, disability, life insurance or any other employee

benefit plan as defined in Section 3(3) of ERISA (other than a Multi-employer

Plan) to which Seller contributes or which Seller sponsors or maintains or by

which Seller otherwise is bound, that provides benefits to employees of Seller

employed at the System.



      1.12. "ENVIRONMENTAL LAWS" shall mean the following: (a) Clean Air Act (42

U.S.C. Section 7401, et seq.); (b) Clean Water Act (33 U.S.C. Section 1251 et

seq.); (c) Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et

seq.); (d) Comprehensive Environmental Response, Compensation and Liability Act

of 1980 (42 U.S.C. Section 9601, et seq.; (e) Safe Drinking Water Act (42 U.S.C.

Section 300f et seq.); (f) Toxic Substances Control Act (15 U.S.C. Section 2601,

et seq.); (g) Rivers and Harbors Act of 1899 (33 U.S.C. Section 401, et seq.);

(h) Endangered Species Act of 1973 (16 U.S.C. Section 1531, et seq.); (i)

Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651, et seq.);and

(j) other federal, state or local laws related to the environment; all as

amended.



      1.13. "ERISA" means the Employee Retirement Income Security Act of 1974,

as amended, and the regulations thereunder, as in effect from time to time.



      1.14. "FAA" means the Federal Aviation Administration.



      1.15. "FCC" means the Federal Communications Commission.



      1.16. "FRANCHISES" means all franchises, and franchise applications (if

any), granted to Seller by any Franchising Authorities, including all amendments

thereto and modifications thereof.



                                        2

<PAGE>



      1.17. "FRANCHISING AUTHORITIES" means all governmental authorities which

have issued franchises relating to the operation of the System or before which

are pending any franchise applications filed by Seller relating to the operation

of the System.



      1.18 RESERVED.



      1.19 "KNOWLEDGE OF SELLER" means the actual knowledge of a particular

matter of certain of Seller's executive officers or on-site general manager of

the System, each of whom is named on Schedule 1.19.



      1.20. "MATERIAL ADVERSE EFFECT" means a material adverse effect on the

operations, assets or financial condition of any of the System, other than (a)

matters affecting the cable television industry generally (including, without

limitation, legislative, regulatory or litigation matters), (b) matters relating

to or arising from local or national economic conditions (including, without

limitation, financial and capital markets) and (c) any changes resulting from or

relating to the taking of any action contemplated by this Agreement.



      1.21. "MULTI-EMPLOYER PLAN" means a plan, as defined in ERISA Section

3(37) or Section 4001(a)(3), to which Seller or any trade or business which

would be considered a single employer with Seller under Section 4001(b)(1) of

ERISA contributed, contributes or is required to contribute that provides

benefits to employees of Seller employed at the System.



      1.22. "PERMITTED ENCUMBRANCES" means any of the following liens or

encumbrances: (a) landlord's liens and liens for current taxes, assessments and

governmental charges not yet due or being contested in good faith by appropriate

proceedings; (b) statutory liens or other encumbrances that are minor or

technical defects in title that do not individually or in the aggregate

materially affect the value, marketability or utility of the Assets as presently

utilized; (c) such liens, liabilities or encumbrances as are Assumed

Liabilities; (d) leased interests in property leased to others and disclosed on

Schedule 3.5; (e) restrictions set forth in, or rights granted to Franchising

Authorities as set forth in, the Franchises or applicable laws relating thereto;

(f) zoning, building or similar restrictions, easements, rights-of-way,

reservations of rights, conditions or other restrictions relating to or

affecting the Real Property, that do not materially interfere with the use of

such Real Property in the operation of the Systems as presently conducted; (g)

as to Real Property, all matters disclosed in Schedule 3.5 other than liens and

encumbrances referred to in clause (h) of this Section 1.22; and (h) any other

liens or encumbrances that are identified in Section 3.5 that relate to

liabilities and obligations that are to be discharged in full at Closing or that

will be removed prior to or at Closing.



      1.23. "PERSONAL PROPERTY" means all of the machinery, equipment, tools,

vehicles, furniture, leasehold improvements, office equipment, plant, inventory,

spare parts, supplies and other tangible and intangible personal property,

including, without limitation, the Franchises, the Contracts and the Accounts

Receivable, that are owned or leased by Seller and used, useful or held for use

as of the date hereof in the conduct of the business or operations of the

System, plus such additions thereto and deletions therefrom arising in the

ordinary course of business and permitted by this Agreement between the date

hereof and the Closing Date.



                                        3

<PAGE>



      1.24. "REAL PROPERTY" means all of the real property interests of Seller,

including, without limitation, fee interests in real estate (together with the

buildings and other improvements located thereon), leasehold interests in real

estate, easements, licenses, rights to access, rights-of-way and other real

property interests that are (a) leased by Seller and used as of the date hereof

in the business or operations of the System, or (b) owned by Seller and used as

of the date hereof in the business or operations of the System, plus such

additions thereto and deletions therefrom arising in the ordinary course of

business and permitted by this Agreement between the date hereof and the Closing

Date.



      1.25. "RELATED AGREEMENT" means the Asset Purchase Agreement entered into

on the date of this Agreement between Buyer and Northland Cable Properties Seven

Limited Partnership for the purchase of cable system in Texas serving Brenham.



      1.26. "SUBSCRIBER" means an active customer (as hereinafter defined) of

the System who subscribes for basic cable service in a single household

(excluding "second connections" and any account duplication), commercial

establishment or multiple dwelling unit ("MDU") (including motels and hotels)

and has paid the applicable full non-discounted rate for at least one (1)

month's basic cable service (including any applicable deposit and installation

charges); provided, that the number of customers in an MDU or commercial

establishment that obtains service on a "bulk-rate" basis shall be determined by

dividing the gross bulk-rate revenue for basic cable service or expanded basic

service (but not revenues from tier or premium services, installation or

converter rental) attributable to such MDU or commercial establishment in the

System by Seller's standard rate for that level of basic service or expanded

basic, as applicable, in the System. For purposes hereof, an "active customer"

means a customer whose account does not have an outstanding balance (other than

an amount of $5.00 or less) more than sixty (60) days past due (with an account

being past due one day after the first day of the period to which the applicable

billing relates), does not have a disconnect pending, has not been obtained

during the twelve months proceeding any relevant date of computation of the

number of subscribers by offers or promotions, other than offers or promotions

listed in Schedule 5.1(d) ,or does not come within the definition of

"Subscriber" because such account (or any part thereof) has been compromised or

written off other than in the ordinary course consistent with past practices.



      1.27 RESERVED.



      1.28. "SYSTEM" means that cable television system owned and operated by

Seller and listed by headend and community on Schedule 1.28.



      1.29 RESERVED.



      1.30. LIST OF ADDITIONAL DEFINITIONS. The following is a list of some

additional terms used in this Agreement and a reference to the Section hereof in

which such term is defined:



<TABLE>

<CAPTION>

       Term                         Section

-------------------                ---------

<S>                                <C>

Assumed Liabilities                     2.6



Broadband Business                 Recital B



Buyer's 401(k) Plan                   5.10.5

</TABLE>



                                        4

<PAGE>



<TABLE>

<S>                                <C>

Claimant                              9.4.1



Copyright Act                        3.18.2



Deductible                            9.5.1



Deposit                                 2.3



Escrow Agent                            2.3



Escrow Agreement                        2.3



Excluded Assets                         2.2



Final Report                          2.5.7



Floor                                 6.2.4



Force Majeure Event                   2.5.5



Holdback                              2.4.2



Indemnifying Party                    9.4.1



MDU                                    1.26



Monthly Reporting Date                 5.17



Preliminary Report                    2.5.6



Purchase Price                          2.4



Seller's 401(k) Plan                 5.10.5



Seller's Financial Statements          3.10



Taxes                                  3.13



Transaction Document                10.16.1



Transferred Employees                5.10.1

</TABLE>



2.    SALE AND PURCHASE OF ASSETS



      2.1. AGREEMENT TO SELL AND PURCHASE. Subject to the terms and conditions

set forth in this Agreement, Seller hereby agrees to sell, transfer and deliver

to Buyer on the Closing Date, and Buyer agrees to purchase from Seller on the

Closing Date, all of the Assets, free and clear of any claims, liabilities,

mortgages, liens, pledges, conditions, charges or encumbrances of any nature

whatsoever except for Permitted Encumbrances, which Assets include the

following:



            2.1.1. the Personal Property;



            2.1.2. the Real Property;



            2.1.3. the Franchises;



            2.1.4. the Contracts;



                                        5

<PAGE>



            2.1.5. the Accounts Receivable;



            2.1.6. all of Seller's technical information and data, machinery and

equipment warranties, maps, computer discs and tapes, plans, diagrams,

blueprints and schematics, including filings with the Franchising Authorities

and the FCC relating to the System (other than the materials described in

Section 2.2 hereof);



            2.1.7 all payments and sums deposited or advanced by Seller to a

landlord, utility, governmental agency or any other party as a security deposit

or in exchange for initiation of a service, other than performance bonds or

payments received related to programming;



            2.1.8 subject to Section 2.2, all books and records relating to the

business or operations of the Systems, customer records and all records required

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