December 26, 1996 Mr. Larry E. Romrell Tele-Communications, Inc. 5619 DTC Parkway Englewood, CO 80111 Dear Larry: This letter sets forth the agreement of Tele-Communications, Inc. ("TCI") to purchase from you or Colorado National Bank, as your...

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                                                                   EXHIBIT 10.47


                               [TCI LETTERHEAD]


                              December 26, 1996


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Tele-Communications, Inc.
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Dear ▇▇▇▇▇:

         This letter sets forth the agreement of Tele-Communications, Inc.
("TCI") to purchase from you or Colorado National Bank, as your assignee
pursuant to your $850,000 Credit Line and $1,800,000 Term Note, insofar as such
purchase is permitted under TCI's loan agreements (as of today's date, no TCI
loan agreement would prohibit this purchase), any and all of the 103 shares of
the WestMarc Series C Cumulative Compounding Redeemable Preferred Stock owned
by you at the date of purchase.  TCI agrees to purchase each such share from
you or Colorado National Bank (free and clear of any liens or other
encumbrances) upon ten business days' notice from you at the Liquidation Price
of $32,250 per share plus any accrued, but unpaid, dividends on such shares
through the date of purchase.  This agreement expires on January 1, 2002.

                                      Sincerely yours,



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SMB/sww