Exhibit 1.1 3,350,000 Shares JONES INTERNATIONAL NETWORKS, LTD. Class A Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • New York
SERVICES AGREEMENT ------------------ THIS SERVICES AGREEMENT is made and entered effective as of the 1st day of January, 1995, by and between Jones Earth Segment, Inc. ("Earth Segment"), Jones Infomercial Networks, Inc. ("JIN") Jones Computer...Services Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
PROMISSORY NOTE ---------------Promissory Note • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
FOR VALUE RECEIVED, the undersigned, JONES EARTH SEGMENT, INC., a Colorado corporation ("Borrower"), promises to pay to the order of JONES SPACELINK, LTD., a Colorado corporation ("Spacelink") on or before December 19, 1999, the principal sum of Six Million Five Hundred Fifty-Four Thousand Five Hundred Dollars ($6,554,500), together with interest on the unpaid principal amount from time to time outstanding at the rate per annum equal to one percent (1%) over the prime rate of interest charged from time to time by Colorado National Bank (the "Bank") from the date hereof until all amounts hereunder are paid in full. The effective date of each change in the interest rate on this Note shall be the date on which a change in the Bank's prime rate is effected. Interest, based on a 360-day year, shall be accrued for the number of days the principal sum (or any portion thereof) is actually outstanding.
AGREEMENT ---------Shareholder Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
AGREEMENT ---------Exchange Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
OFPartnership Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
Attention: Mr. Greg Liptak President CONFIDENTIAL This letter agreement ("Agreement") confirms the engagement of M. KANE & COMPANY, INC., ("MK") by Jones International Networks, Inc. (the "Company") to render certain financial advisory services to the...Financial Advisory Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Delaware
LICENSE AGREEMENT -----------------License Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
Exhibit 10.10 GREAT AMERICAN COUNTRY AFFILIATE AGREEMENT THIS AGREEMENT is made as of the 1st day of January, 1996, by and between GREAT AMERICAN COUNTRY, INC., a Colorado corporation ("G*A*C"), and JONES PROGRAMMING SERVICES, INC. and JONES...Affiliate Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
AGREEMENT ---------Purchase and Sale Agreement • February 14th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
Exhibit 10.6 Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission that certain information contained herein shall be afforded confidential treatment. The omitted portions are indicated by three...Sales Representation Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
EXHIBIT 10.21 Tax Allocation Agreement ------------------------ Whereas it is the policy of Jones International, Ltd. ("JI") and its qualifying subsidiaries, presently consisting of those companies listed in Exhibit A, to file consolidated U. S....Tax Allocation Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
AGREEMENT --------- NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto do agree as follows: ARTICLE 1. PROVISION OF SERVICE. --------------------- 1.1 Provision of...Transponder License Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
WITNESSETH:C-3/C-4 Satellite Transponder Service Agreement • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • New York
AGREEMENT ---------Uplink Services Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
EXHIBIT 10.15 [LETTERHEAD OF PRODUCT INFORMATION NETWORK APPEARS HERE] August 23, 1996 Mr. Steve Toth, Jr. Seventh Medium, Inc. 2100 N. Woodward Avenue West 201 Bloomfield Hills, MI 48304-2263 Re: Revised Letter of Agreement for Purchase of Air Time...Revised Letter of Agreement for Purchase of Air Time • March 5th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
MEMORANDUMAirtime and Revenue Share Test Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
Exhibit 10.4 Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission that certain information contained herein shall be afforded confidential treatment. The omitted portions are indicated by three...Cable Sales Representation Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
EXHIBIT 10.11 TRANSPONDER LICENSES AGREEMENT ------------------------------ THIS TRANSPONDER LICENSES AGREEMENT is made and entered effective as of the 1st day of January, 1995, by and between Jones Satellite Holdings, Inc., ("Satellite Holdings"),...Transponder Licenses Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution
AGREEMENTPartnership Agreement • January 10th, 1997 • Jones International Networks LTD • Services-motion picture & video tape distribution • Colorado
