Exhibit 1.3


                              DATED 1 FEBRUARY 2003


                             CABLE AND WIRELESS PLC


                                     - and -


                                 ROBERT O ROWLEY


                                SERVICE AGREEMENT


                             Cable and Wireless plc
                               124 Theobalds Road
                                     London
                                    WC1X 8RX
<PAGE>

             THIS AGREEMENT is made on the 1st day of February 2003

BETWEEN:


(1)      CABLE AND WIRELESS PLC, a company registered in England (registered no.
         238525) whose registered office is at 124 Theobalds Road, London WC1X
         8RX ("the Company");

         and


(2)      ROBERT O ROWLEY of The Old Receiving Station, Green End, Dane End,
         Ware, Hertfordshire SQ12 0NU ("the Executive")

WHEREAS the Board of Directors of the Company have approved the terms of this
Agreement under which the Executive is to be employed

IT IS HEREBY AGREED as follows:

1.       Appointment

         The Company shall employ the Executive and the Executive shall serve
         the Company as Executive Deputy Chairman on and subject to the terms
         and conditions specified herein.

2.       Duration of employment

2.1      Subject to Clauses 17 below, the Employment is for a fixed term of 30
         months from the Commencement Date and continuing after the end of the
         fixed term until terminated by either party by giving six months
         written notice to that effect on the other party expiring on or at any
         time after the end of the fixed term. Such notice may be served at any
         time. Notwithstanding the provisions of this Clause the Executive's
         employment shall automatically terminate on the first day of the month
         immediately following the month in which the Executive becomes 60 years
         of age.

2.2      Notwithstanding the provisions of Clause 2.1, the Company may, at its
         absolute discretion; and without any obligation to do so, elect to
         terminate the Employment with immediate effect by paying to the
         Executive his annual base salary pro rated in lieu of any unexpired
         part of the fixed term or any unexpired part of the notice period, and
         subject to such deductions for tax and National Insurance as the
         Company is required to make.

3.       Duties

3.1      The Executive shall be employed in the post of Executive Deputy
         Chairman in which capacity he shall devote such of his time, attention
         and skill as is necessary for the proper and efficient discharge of his
         duties hereunder. He shall faithfully and diligently perform such
         duties and exercise such powers consistent therewith as may from time
         to time be assigned to or vested in him by the Board of Directors and
         will work a minimum of 80 working days in each year of the employment.
         He shall use his best endeavours to develop and extend the business
         interests and the reputation of the Company and Group Companies.

3.2      The Company reserves the right (a) to assign to the Executive duties of
         a different nature either additional to, or instead of, those referred
         to in Clause 3.1 above, and/or (b) to require the Executive to perform
         services for, or hold any office in, any Group Company without further
         remuneration (unless otherwise agreed). However, the Executive will not
         be assigned duties or required to hold office or perform services which
         he cannot reasonably perform, or which are inconsistent with his role
         as Executive Deputy Chairman of the Company.

3.3      The Executive shall comply with the reasonable and lawful orders of the
         Chairman for the time being of the Company or given by or with the
         authority of the Board of Directors and shall comply with all the
         Company's rules, regulations, policies and procedures from time to time
         in force, as are applicable to him.

3.4      The Executive will report to the Chairman for the time being of the
         Company or to such other member of the Board of Directors as the Board
         of Directors and the Executive shall from time to time agree.

4.       Exclusivity of service

4.1      It is accepted that (subject to the prior written consent of the
         Chairman, which will not be unreasonably withheld) the Executive will
         carry out other work in addition to the duties of the Employment during
         the Employment. The Executive warrants that he has disclosed to the
         Chairman any agreement, arrangement, contract or understanding that he
         has with any other person, firm or company in respect of the work
         undertaken by him and in particular, the current offices held by the
         Executive with Prudential Corporation plc, Taylor Nelson Sofres plc and
         E University Worldwide Limited. The Executive shall not (without the
         prior written consent of the Chairman, which will not be unreasonably
         withheld) during the Employment accept a change in the nature of the
         duties or the time engaged in respect of these current offices or
         directly or indirectly be interested in, engage in, be concerned with,
         or provide services to, any other person, company, business entity or
         other organisation whatsoever (whether as an employee, officer,
         director, agent, partner, consultant or otherwise) in respect of:-

         (a)   any business which is similar to or competitive with the business
               of the Company or any Group Company;

         (b)   any other business or activity which materially affects the
               proper and efficient discharge of his duties hereunder.

         PROVIDED THAT the Executive may hold up to 3% of any securities in a
         company which is quoted on any recognised Stock Exchange.

4.2      Subject to any written regulations issued by the Company which are
         applicable to him, the Executive or his Immediate Relatives shall not
         be entitled to receive or obtain directly or indirectly any discount,
         rebate, commission or other benefit in respect of any business
         transacted (whether or not by him) by or on behalf of the Company or
         any Group Company and if he, his Immediate Relatives or any company or
         business entity in which he is interested, shall directly or indirectly
         obtain any such discount, rebate, commission or other benefit he shall
         forthwith account to the Company or Group Company for the amount
         received or value of the benefit so obtained.

4.3      The Executive confirms that he has disclosed fully to the Company all
         circumstances in respect of which there is, or there might be, a
         conflict of interest between the Company or any Group Company, and the
         Executive or his Immediate Relatives. He agrees to disclose fully to
         the Company any such circumstances which may arise during the
         Employment.

5.       Salary and benefits

5.1      The Company shall pay to the Executive a base salary of (pound)250,000
         per annum, payable monthly in arrears by equal installments, less any
         deductions required by law or as agreed by the parties hereto. The
         Remuneration Committee of the Board of Directors will review annually
         the base salary in accordance with the policy (from time to time in
         force) relating to the remuneration of the Directors and may in its
         absolute discretion increase but not decrease the base salary by such
         amount as it thinks fit. If the Remuneration Committee of the Board of
         Directors elects to increase the amount of the base salary to be paid
         to the Executive under this Clause 5.1, the Company shall endorse a
         note of the increased rate of salary in Schedule 1 hereto.

5.2      The remuneration specified in Clause 5.1 above shall be inclusive of
         any fees to which the Executive may be entitled as a Director of the
         Company or of any Group Company.

5.3      The Executive is entitled to participate in the Company's personal
         accident insurance scheme, from time to time in force, subject to the
         prevailing terms and conditions of such policy. The Company reserves
         the right to amend and change the scheme at its sole discretion
         providing it gives the Executive 3 months notice in writing and the
         replacement benefit is broadly equivalent. In any event the Company
         reserves the right to amend and change the scheme if in the opinion of
         the Company it is unable to insure the benefits under the scheme at the
         normal premiums applicable.

5.4      Whilst working at the Company or any Group Company location outside the
         UK, medical cover will be provided in accordance with the Group's
         International Health Scheme from time to time in force, subject to the
         prevailing terms and conditions of such scheme. The Company reserves
         the right to amend and change such scheme at its sole discretion.

6.       Expenses

         The Company shall reimburse to the Executive (against receipts or other
         satisfactory evidence) all reasonable business expenses properly
         incurred and defrayed by him in the course of the Employment, subject
         to the Company's prevailing rules and policies relating to expenses.

7.       Professional subscriptions

         The Company will reimburse the Executive the cost of annual
         subscriptions in respect of his membership of two relevant professional
         institutions.

8.       Incapacity and medical examinations

8.1      Provided the Executive complies with the Company's standard rules on
         notification of absence due to illness or injury (as amended from time
         to time) he shall continue to be paid salary and receive his
         contractual benefits during any absence from work due to illness or
         injury for an aggregate of 40 working days in any period of 12 months
         provided however that such payment shall include any sickness or other
         benefit to which the Executive is entitled under Social Security
         legislation for the time being in force.

8.2      The Company may require the Executive to undergo examinations by
         medical advisers appointed or approved by the Company and the Executive
         authorises such advisers to disclose to the Company the results of such
         examinations and to discuss with it any other matter arising from such
         examinations that may affect the Executive's performance of his duties.

9.       Hours of work

         There are no fixed working hours. The Executive is required to work
         such hours as are reasonably necessary for the efficient discharge of
         the duties of the Employment. Overtime pay is not applicable. The
         Executive agrees that the 48 hour current average weekly working time
         contained in the Working Time Regulation ("the Regulations") shall not
         apply to the Employment under this Agreement. In the event the
         Executive wishes to withdraw his agreement to work beyond the said
         average weekly working week he is required to give to the Company 3
         months written notice to that effect.

10.      Deductions

         The Company shall be entitled at any time during the Employment, or in
         any event on termination, howsoever arising, to deduct from the
         Executive's remuneration hereunder any monies properly due from him to
         the Company including but not limited to any outstanding loans,
         advances, relocation expenses, the cost of repairing any damage or loss
         to the Company's property caused by him (and of receiving the same),
         excess holiday, and any other monies owed by him to the Company.

11.      Statutory particulars and miscellaneous provisions

         The statutory particulars of employment required by Section 1 of the
         Employment Rights Act 1996 are contained in Schedule 2 hereto and form
         part of the Agreement.

12.      Place of work

         The Executive's current place of work shall be at the Company's Head
         Office wherever located. In the performance of his duties hereunder,
         the Executive may be required to travel both throughout and outside the
         United Kingdom.

13.      Incentive Plans

13.1     The Executive shall be entitled to participate in the Company's Short
         Term Incentive Plan (STIP).

13.2     The Executive shall be entitled to participate in the Company's Share
         Option Plan and in any other plans applicable to Executive Directors of
         the Company.

14.      Holidays

14.1     The Executive shall be entitled to receive his remuneration for all
         Bank and Public holidays normally observed in England and a further 7
         working days' holiday in each calendar year (from 1 January to 31
         December). The Executive may only take his holiday at such times as are
         agreed with the Chairman or other member of the Board of Directors to
         whom he reports.

14.2     In the holiday years in which the Employment commences or terminates
         the entitlement to holiday shall accrue on a pro rata basis for each
         complete month of service.

14.3     The Company reserves the right, at its sole discretion, to require the
         Executive to take any outstanding holiday during any notice period
         (whether served by the Company or the Executive) or to make payment in
         lieu thereof.

14.4     Holiday entitlement for one holiday year cannot be taken in subsequent
         holiday years without the prior written consent of the Chairman, or
         other member of the Board of Directors to whom he reports.

15.      Pension Scheme and death in service benefit

15.1     The Executive shall be entitled to participate in the LBP, subject to
         its terms and conditions from time to time in force. The Company will
         not make any pension contributions to the LBP on the Executive's
         behalf.

15.2     The Company shall ensure that during the Employment it will effect and
         maintain, at the Company's expense death-in-service benefit for the
         Executive for an amount equal to four times the Executive's base salary
         from time to time.

16.      Reasonableness of Restrictions

16.1     The Executive recognises that, whilst performing his duties for the
         Company, he will have access to and come into contact with trade
         secrets and confidential information belonging to the Company or to
         Group Companies and will obtain personal knowledge of and influence
         over its or their customers and/or employees. The Executive therefore
         agrees that the restrictions contained in Schedules 3 and 4 are
         reasonable and necessary to protect the legitimate business interests
         of the Company and its Group Companies both during and after the
         termination of his Employment.

16.2     The Executive agrees that he will observe the obligations set out in
         Schedules 3 and 4.

16.3     The Executive agrees that in the event of receiving from any person,
         company, business entity or other organisation an offer of employment
         either during the continuance of this Agreement or during the
         continuance in force of any of the restrictions set out in Schedules 3
         and 4, he will forthwith provide to such person, company, business
         entity or other organisation making such an offer of employment a full
         and accurate copy of this Agreement signed by the parties hereto.

17.      Termination

17.1     Notwithstanding Clause 2 above, the Company may, by a majority decision
         of the Board of Directors (excluding the Executive), terminate the
         Employment with immediate effect (and without notice or compensation in
         lieu thereof) if the Executive shall at any time:-

         17.1.1   be guilty of dishonesty, or other gross misconduct, or gross
                  incompetence or wilful neglect of duty, or commit any other
                  serious breach of this Agreement; or

         17.1.2   act in any manner (whether in the course of his duties or
                  otherwise) which does, or is likely to, bring him or the
                  Company or any Group Company into serious disrepute; or

         17.1.3   become bankrupt, apply for or have made against him a
                  receiving order under Section 286 Insolvency Act 1986, or have
                  any order made against him to reach a voluntary arrangement as
                  defined by Section 253 of that Act; or

         17.1.4   resign as a director of the Company or any Group Company
                  (without the written consent of the Board of Directors); or

         17.1.5   be or become of unsound mind; or

         17.1.6   be guilty of continuing unsatisfactory conduct or
                  unsatisfactory performance of his duties, after having
                  received a written warning from the Board of Directors
                  relating to the same; or

         17.1.7   be convicted of an indictable offence materially affecting his
                  suitability of continued employment; or

         17.1.8   be or become prohibited by law from being a director, as a
                  result of any default by him.

         Any delay by the Company in exercising such right to terminate shall
         not constitute a waiver thereof.

17.2     The Company may terminate the Executive's employment on 3 months'
         written notice, in the event that the Executive is incapacitated by
         ill-health (physical or mental) or injury from fully performing his
         duties for an aggregate period of 40 working days in any period of 12
         consecutive months.

17.3     The Company shall be entitled to suspend the Executive on full pay and
         benefits whilst carrying out an investigation into the Executive's
         involvement in an allegation concerning any matter referred to in
         Clause 17.1 above. The period of such suspension shall not normally
         exceed 6 weeks.

17.4     On termination of the Employment, the Executive shall forthwith return
         to the Company in accordance with its instructions all equipment,
         correspondence, records, specifications, software, models, notes,
         reports and other documents and any copies thereof and any other
         property belonging to the Company or its Group Companies (including but
         not limited to computers, or other equipment, credit cards, keys and
         passes) which are in his possession or under his control. The Executive
         shall, if so required by the Company, confirm in writing his compliance
         with his obligations under this Clause 17.4.

17.5     The Executive agrees that the Company may at its absolute discretion
         require the Executive not to attend at work and/or not to undertake all
         or any of his duties hereunder during any period of notice (whether
         given by the Company or the Executive), provided always that the
         Company shall continue to pay the Executive's salary and contractual
         benefits.

17.6     The termination of the Employment shall be without prejudice to any
         right the Company may have in respect of any breach by the Executive of
         any of the provisions of this Agreement which may have occurred prior
         to such termination.

17.7     In the event of termination of the Employment hereunder, the Executive
         agrees that he will not at any time after such termination represent
         himself as still having any connection with the Company or any Group
         Company save as a former employee for the purpose of communicating with
         prospective employers or complying with any applicable statutory
         requirements.

18.      Directorships

18.1     Unless otherwise requested in writing by the Board of Directors, the
         Executive shall forthwith in writing resign from all directorships,
         trusteeships and other offices he may hold from time to time with the
         Company or any Group Company without compensation for loss of office
         but his resignation in accordance with the terms of this clause shall
         be without prejudice to any claim for compensation or damages the
         Executive may have under the terms of this Agreement in the event of:-

         18.1.1   the termination of the Employment; or

         18.1.2   either party serving notice of termination of the Employment
                  under Clause 2 above or the Company serving on the Executive
                  notice of termination of the Employment under Clause 17.2
                  above; or

         18.1.3   the Company exercising its rights under Clause 17.5 above.

18.2     On the termination of the Employment, the Executive shall forthwith
         transfer (without payment) to the Company (or as the Company may
         direct) any nominee shares provided by it or any third party in any
         Group Company to him.

18.3     The Executive shall at the time of executing this Agreement appoint the
         Company as his attorney by executing a power of attorney in the form
         set out in Schedule 5 to do and sign in his name and on his behalf any
         things and documents as may be required under the constitution of each
         company to make his resignation effective.

18.4     The Executive will be eligible to benefit from any directors and
         officers liability insurance cover in force from time to time, which is
         maintained by the Company for the benefit of directors of the Board of
         Directors. Copies of the insurance cover can be obtained from the
         Company Secretary's office.

18.5     In the absence of directors and officers liability insurance cover as
         specified in Clause 18.4, as far as the law permits, the Company agrees
         to indemnify the Executive against liability as specified in Clause
         18.4 incurred by him in performance of his duties as a director of the
         Company. Further, the Company will indemnify the Executive out of its
         own assets against any liability incurred by him as a director in
         defending any civil or criminal proceedings which relate to anything
         done, or omitted, or claimed to have been done or omitted by him as a
         director of the Company;

         (a)   in which judgment is given in his favour;

         (b)   in which he is acquitted; or

         (c)   in connection with any application under any legislation for
               relief from liability in respect of any such act or omission
               where relief is granted to him by the court.

19.      Liquidation for reconstruction or amalgamation

         The Executive shall have no claim against the Company if the Employment
         is terminated by reason of the liquidation of the Company for the
         purposes of amalgamation or reconstruction provided that he is offered
         employment with any concern or undertaking resulting from such
         amalgamation or reconstruction on terms and conditions which taken as a
         whole are not substantially less favourable than the terms of this
         Agreement.

20.      Insider dealing

         The Executive is required during the Employment with the Company and
         any period of employment by a Group Company, under this or any
         subsequent Agreement, and for a period of twelve months after the
         termination of the Employment by the Company or any Group Company to
         comply (and ensure that his spouse and dependent children comply) with
         all applicable rules of law, every regulation of The London Stock
         Exchange Limited and every other market on which the Company is listed
         and any applicable Code of Conduct of the Company in relation to
         dealings in shares, debentures or other securities of the Company or
         any other Group Company and any unpublished price sensitive information
         affecting the securities of any other company. Further, in relation to
         overseas dealings he will also comply with all laws of the State and
         all regulations of the Stock Exchange market or dealing system in which
         such dealings take place. Failure to comply with these obligations
         during the course of the Employment will constitute gross misconduct.

21.      Severability

         The various provisions and sub-provisions of this Agreement and the
         Schedules attached hereto are severable. If any provision or
         sub-provision (or identifiable part thereof) is held to be invalid or
         unenforceable by any court of competent jurisdiction, then such
         invalidity or unenforceability shall not affect the validity or
         enforceability of the remaining provisions or sub-provisions (or
         identifiable parts thereof) in this Agreement or its Schedules.

22.      Warranty

         The Executive represents and warrants that he is not prevented by any
         agreement, arrangement, contract, understanding, Court Order or
         otherwise, which in any way directly or indirectly restricts or
         prohibits him from fully performing the duties of the Employment, or
         any of them, in accordance with the terms and conditions of this
         Agreement.

23.      Notices

         Any notice to be given hereunder may be delivered by either party by
         personal delivery or first class post addressed to the other party (in
         the case of the Company) to its Registered Office for the time being
         and (in the case of the Executive), to his last known address. Notices
         served by post shall be deemed served on the second business day after
         the date of posting. For the purposes of this Clause, "business day"
         means Mondays to Fridays (inclusive) excluding UK Bank Holidays.

24.      Definitions

24.1     In this Agreement the following words and cognate expressions shall
         have the meanings set out below:-

         Commencement Date:  shall mean the 1 February 2003.

         Employment: shall mean the Executive's employment under the terms and
         conditions of this Agreement.

         a Group Company includes any firm, company, corporation or other
         business entity:-

         (a)   which is directly or indirectly controlled by the Company; or

         (b)   which directly or indirectly controls the Company; or

         (c)   which is directly or indirectly controlled by a third party who
               also directly or indirectly controls the Company; or

         (d)   which is the successor in title or assign of the firms,
               companies, corporations or other business entity referred to in
               this Clause 24.1; or

         (e)   in which any other firm, company, corporation, or other business
               entity referred to above has a beneficial ownership of or
               controls 20% or more of the issued share capital of its capital
               assets.

         The Board of Directors: shall mean the Board of Directors of the
         Company.

         Executive Directors: shall mean the executive directors serving on the
         Board of Directors.

         Immediate Relatives: shall include husband, wife, common law spouse,
         children, brothers, sisters, cousins, aunts, uncles, parents,
         grandparents, and the aforesaid relatives by marriage.

         LPB: shall mean the Company's Lifetime Benefits Plan.

         Remuneration Committee: shall mean the Remuneration Committee of the
         Board of Directors, from time to time.

25.      Construction

25.1     The provisions of the Schedules hereto and any additional terms
         endorsed in writing by or on behalf of the parties hereto shall be read
         and construed as part of this Agreement and shall be enforceable
         accordingly.

25.2     The benefit of each agreement and obligation of the Executive under
         Schedules 3 and/or 4 hereto of this Agreement may be assigned to and
         enforced by all successors and assigns for the time being of the
         Company and such agreements and obligations shall operate and remain
         binding notwithstanding the termination of this Agreement.

26.      Prior agreements

         This Agreement cancels and is in substitution for all previous letters
         of engagement, agreements and arrangements (whether oral or in writing)
         relating to the subject-matter hereof between the Company and/or any
         Group Company and the Executive all of which shall be deemed to have
         been terminated by mutual consent. This Agreement constitutes the
         entire terms and conditions of the Employment and no waiver or
         modification thereof shall be valid unless in writing, signed by the
         parties and only to the extent therein set forth.

27.      Governing law

         This Agreement is governed by and construed in accordance with the laws
         of England. The parties submit to the exclusive jurisdiction of the
         English Courts.
<PAGE>
                                   SCHEDULE 1

                          Variations of this Agreement

                               Increase in salary

By their respective signatures in Columns 4 and 5 set opposite the relevant
entry in Column 1 on the date stated in Column 3 the parties agree that the
Executive's base salary payable under Clause 5.1 is increased to the annual rate
stated in Column 1 with effect from the date stated in Column 2.



      1                 2             3               4                 5
Revised Annual   Effective Date    Date of     Signed on behalf    Signed by the
Rate of Salary    of increase     this Entry    of the Company       Executive
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<PAGE>
                                   SCHEDULE 2

                       Statutory particulars of employment


1.       Continuity of employment

         The Executive's period of continuous employment commenced on 1 February
         2003. No other period of employment with any previous employer is
         regarded as continuous with the employment of the Executive by the
         Company.

2.       Grievance procedure

         If the Executive has any grievance concerning any aspect of his
         Employment, he should raise this at the first instance with the
         Chairman. If the matter is not satisfactorily resolved, he may raise it
         with the Board of Directors, or a committee nominated by the Board of
         Directors.

3.       Disciplinary procedure

         The Company expects the highest standards of performance and conduct
         from the members of its Board of Directors. There is no disciplinary
         procedure applicable to the Employment (subject to the Executive's
         rights under the Employment Act 2002).

4.       Pension scheme

         There is no contracting-out certificate in force in relation to the
         Employment.

5.       Collective agreements

         There are no collective agreements with trade unions which directly
         affect the terms and conditions of the Employment.

<PAGE>
                                   SCHEDULE 3

                 Confidentiality & intellectual property rights

1.       Confidentiality

1.1      Subject to Paragraph 3 below, the Executive shall during the Employment
         with the Company or any Group Company, and at all times (without limit)
         after the termination thereof, directly or indirectly

         1.1.1    not use or exploit for his own purposes or those of any other
                  person, company, business entity or other organisation
                  whatsoever; or

         1.1.2    not disclose to any person, company, business entity or other
                  organisation whatsoever;

         any trade secrets or confidential information relating or belonging to
         the Company or its Group Companies including but not limited to any
         such information relating to customers, customer lists or requirements,
         price lists or pricing structures, marketing and information,
         Intellectual Property, business plans or dealings, technical data,
         employees or officers, financial information and plans, designs,
         formulae, product lines, research activities, any document marked
         "Confidential", or any information which the Executive has been told is
         "Confidential" or which he might reasonably expect the Company would
         regard as "Confidential", or any information which has been given to
         the Company or Group Company in confidence by customers, suppliers or
         other persons.

2.       Notes and memoranda

         The Executive shall not at any time during the continuance of the
         Employment make any notes or memoranda relating to any matter within
         the scope of the Company's business, dealings or affairs otherwise than
         for the benefit of the Company or any Group Company. All such notes and
         memoranda made by the Executive shall remain at all times the property
         of the Company.

3.       Exceptions to paragraph 1

3.1      The obligations contained in Paragraph 1 shall not apply:-

         3.1.1    to any information or knowledge which may subsequently come
                  into the public domain unless it is other than by way of
                  unauthorised disclosure (whether by the Executive or a third
                  party or subject to clause 3.1.4);

         3.1.2    to any act of the Executive in the proper performance of the
                  duties of the Employment;

         3.1.3    where such use or disclosure has been properly authorised by
                  the Company;

         3.1.4    to any information which the Executive is required to disclose
                  in accordance with Orders of a Court of competent jurisdiction
                  or any request properly made by any Statutory Regulatory
                  Authority.

4.       Third party confidentiality

         The Company or its Group Companies may from time to time be entrusted
         with confidential or proprietary information, trade secrets,
         Intellectual Property of any other person, firm, company, corporation,
         business entity or other organisation. In such circumstances, the
         Executive agrees to be bound by any contractual undertakings or
         obligations which the Company or any Group Company have agreed to
         impose on its or their employees in respect thereof. He further agrees
         to enter into any confidentiality undertaking that the Company or any
         Group Company may reasonably require, for the protection of its
         legitimate interests, him to enter into with any third party in respect
         thereof.

5.       Termination

         On the termination of the Employment with the Company and/or any Group
         Company or the Company exercising its rights under Clause 17.5, the
         Executive shall forthwith account for and deliver up to the Company all
         documents, software, disks and other information- storing medium
         (including all copies, summaries, notes and reproductions thereof) in
         his possession, custody or control which contain information or data:-

         (a)      belonging to the Company or any Group Company (or their
                  customers or suppliers) relating to the past, existing or
                  proposed business activities of the Company or any Group
                  Company; or

         (b)      belonging to any third party who has given such information to
                  the Company or any Group Company in confidence or on a
                  restricted basis.

6.       Copyright

6.1      All records, documents, papers (including copies and summaries thereof)
         and other copyright protected works made or acquired by the Executive
         in the course of the Employment shall, together with all the worldwide
         copyright and design rights in all such works, be and at all times
         remain the absolute property of the Company.

6.2      The Executive hereby irrevocably and unconditionally waives all rights
         granted by Chapter IV of Part I of the Copyright, Designs and Patents
         Act 1988 that vest in him (whether before, on or after the date hereof)
         in connection with his authorship of any copyright works in the course
         of his Employment, wherever in the world enforceable including, without
         limitation, the right to be identified as the author of any such works
         and the right not to have any such works subjected to derogatory
         treatment.

7.       Patents Act 1977

7.1      The Company and the Executive acknowledge and accept the provisions of
         Sections 39 to 42 of the Patents Act 1977 ("the Act") relating to the
         ownership of employees' inventions and the compensation of employees
         for certain inventions respectively.

7.2      The Executive acknowledges and agrees that by virtue of the nature of
         his duties and the responsibilities arising he has a special obligation
         to further the interests of the Company within the meaning of Section
         39(l)(b) of the Act.

7.3      Any invention, development, process, plan, design, formula,
         specification, program or other matter or work whatsoever (collectively
         "the Inventions") made, developed or discovered by the Executive,
         either alone or in concert, whilst the Executive is employed by the
         Company shall forthwith be disclosed to the Company and subject to
         Section 39 of the Act shall belong to and be the absolute property of
         the Company.

7.4      With respect to those rights in the Inventions which do not belong to
         the Company pursuant to Paragraph 7.3 (collectively "Executive
         Rights"), the Executive at the request and cost of the Company (and
         notwithstanding the termination of the Employment) shall forthwith
         license or assign (as determined by the Company) to the Company the
         Executive Rights and shall deliver to the Company all documents and
         other materials relating to the Inventions. The Company shall pay to
         the Executive such compensation for the license or assignment as the
         Company shall determine in its absolute discretion, subject to Section
         40 of the Act.

7.5      The Executive shall at the request and cost of the Company (and
         notwithstanding the termination of the Employment) sign and execute all
         such documents and do all such acts as the Company may reasonably
         require:-

         7.5.1    to apply for and obtain in the sole name of the Company alone
                  (unless the Company otherwise directs) patent, registered
                  design, or other protection of any nature whatsoever in
                  respect of the Inventions in any country throughout the world
                  and, when so obtained or vested, to renew and maintain the
                  same;

         7.5.2    to resist any objection or opposition to obtaining, and any
                  petitions or applications for revocation of any such patent,
                  registered design or other protection; and

         7.5.3    to bring any proceedings for infringement of any such patent,
                  registered design or other protection.

7.6      The Company shall decide, in its sole discretion, whenever to apply for
         patent, registered design or other protection in respect of the
         Inventions and reserves the right to work any of the Inventions as a
         secret process.

8.       Definitions

8.1      The definitions set out in Clause 24 of the Agreement shall also apply
         to this Schedule 3 and for the purposes of this Schedule 3 the
         following words shall have the meaning set out below:-

         Intellectual Property: includes letters patent, trade marks (whether
         registered or unregistered), designs, utility models, copyright or
         applications for any of the foregoing, discoveries, creations,
         inventions or improvements, know-how, business names (whether or not
         registered).

<PAGE>
                                   SCHEDULE 4

                           Post-employment restraints

1.       Non-competition

         Without prejudice to Clause 4 of this Agreement, the Executive hereby
         agrees that he shall not (without the written consent of the Board of
         Directors) during the Restricted Period, within the Prohibited Area and
         whether on his own account or in conjunction with or on behalf of any
         other person, firm, company or other organisation, and whether as an
         employee, director, principal, agent, consultant or in any other
         capacity whatsoever in competition with the Company directly or
         indirectly (a) be employed by, or (b) be engaged in, or (c) perform
         services in respect of, or (d) be concerned with:-

1.1      the research into, development, manufacture, supply or marketing of any
         product which is of the same or similar type to any product researched,
         or developed, or manufactured, or supplied, or marketed by the Company
         during the two years immediately preceding the commencement of the
         Restricted Period;

1.2      the development or provision of any services (including but not limited
         to technical and product support, or consultancy or customer services)
         which are of the same or similar type to any services provided by the
         Company during the two years preceding the commencement of the
         Restricted Period.

         PROVIDED ALWAYS that the provisions of this Paragraph 1 shall apply
         only in respect of those products or services (a) with which the
         Executive was either personally concerned or for which he was
         responsible whilst employed by the Company during the two years
         immediately preceding the commencement of the Restricted Period, and
         (b) in respect of which he has had access to any confidential
         information or trade secrets belonging to the Company or any Group
         Company in the two years immediately preceding the commencement of the
         Restricted Period.

2.       Non-solicitation of customers

         The Executive hereby agrees that he shall not during the Restricted
         Period, whether on his own behalf or in conjunction with any person,
         company, business entity or other organisation whatsoever in
         competition with the Company directly or indirectly (a) solicit, or (b)
         assist in soliciting, or (c) accept, or (d) facilitate the acceptance
         of, or (e) deal with, the custom or business of any Customer or
         Prospective Customer:-

2.1      with whom the Executive has had personal contact or dealings on behalf
         of the Company during the two years immediately preceding the
         commencement of the Restricted Period;

2.2      with whom employees reporting to the Executive have had personal
         contact or dealings on behalf of the Company during the two years
         immediately preceding the commencement of the Restricted Period;

2.3      for whom the Executive was directly responsible during the two years
         immediately preceding the commencement of the Restricted Period.

3.       Non-solicitation of employees

         The Executive hereby agrees that he will not during the Restricted
         Period, either on his own account or in conjunction with or on behalf
         of any other person, company, business entity, or other organisation
         whatsoever directly or indirectly:-

3.1      induce, solicit, entice or procure, any person who is a Company
         Employee to leave such employment where that person is:-

         3.1.1    a Company Employee on the commencement of the Restricted
                  Period; or   -

         3.1.2    had been a Company Employee in any part of the three months
                  immediately preceding the commencement of the Restricted
                  Period

3.2      accept into employment or otherwise engage or use the services of any
         person who:-

         3.2.1    is a Company Employee on the commencement of the Restricted
                  Period; or

         3.2.2    had been a Company Employee in any part of the three months
                  immediately preceding the commencement of the Restricted
                  Period.

4.       Non-interference with suppliers

         The Executive hereby agrees that he will not during the Restricted
         Period, either on his own account or on account of any other person,
         company, business entity or other organisation whatsoever directly or
         indirectly (a) interfere, or (b) seek to interfere, or (c) induce
         and/or incite another person, company, business entity or other
         organisation to interfere, or (d) take steps to interfere, with the
         continuance of supplies to the Company (or the terms relating to such
         supplies) from any suppliers who have been supplying components,
         products, material or services to the Company and/or any Group Company
         at any time in the two years immediately preceding the commencement of
         the Restricted Period.

5.       Applicability to group companies

         Paragraphs 1, 2, 3, 4 and 6 in this Schedule 4 shall also apply as
         though references to "Group Company" were substituted for references to
         the "Company". The obligations undertaken by the Executive pursuant to
         this Schedule 4 shall, with respect to each Group Company, constitute a
         separate and distinct covenant and the invalidity or unenforceability
         of any such covenant shall not affect the validity or enforceability of
         the covenants in favour of the Company or any other Group Company
         PROVIDED ALWAYS that this Paragraph 5 shall only apply to those Group
         Companies (a) to whom the Executive gave his services, or (b) with whom
         he was concerned, or (c) in respect of whom he was responsible during
         any time in the two years immediately preceding the commencement of the
         Restricted Period.

6.       Definitions

6.1      For the purposes of this Schedule 4, the following words and cognate
         expressions shall have the meanings set out below:

         Customer: shall mean any person, firm, company or other organisation
         whatsoever to whom the Company has supplied goods or services.

         Prospective Customer: shall mean any person, firm, company or other
         organisation whatsoever to whom the Company has offered to supply goods
         or services, or to whom the Company has provided details of the terms
         on which it would or might be willing to supply goods or services, or
         with whom the Company has had any negotiations or discussions regarding
         the possible supply of goods or services.

         Board of Directors: and Group Company: shall have the meanings ascribed
         in Clause 24 of the Agreement.

         Company: shall mean Cable and Wireless plc and its successors in title
         and assigns.

         Prohibited Area: means:

         (a)   the United Kingdom;

         (b)   any other country in the world where, on the commencement of the
               Restricted Period, the Company develops, sells, supplies,
               manufactures or researches its products or services and in
               respect of which the Executive has been responsible (whether
               alone or jointly with others), concerned or active on behalf of
               the Company during any part of the two years immediately
               preceding the commencement of the Restricted Period.

         Company Employee means any person who was employed by (i) the Company
         or (ii) any Group Company, and

         (a)   with whom the Executive had personal contact or dealings in
               performing his duties of his employment; or

         (b)   who reported to the Executive; or

         (c)   who had material contact with customers or suppliers of the
               Company in performing his or her duties of employment with the
               Company or any Group Company (as applicable); or

         (d)   who was a member of the Board of Directors or their direct
               reports; or

         (e)   who was a member of the senior management team of any Group
               Company; or -

         (f)   whose job duties involved research and development to a material
               extent.

         Restricted Period: shall have the meanings as set out in the
         circumstances defined below:

         (a)      In the event that the Company does not exercise its rights
                  under Clause 17.5 of this Agreement, the "Restricted Period"
                  is 12 months immediately following the date when the
                  Employment hereunder terminates.

         (b)      In the event that the Company does exercise its rights under
                  Clause 17.5 of this Agreement and the period of such
                  suspension of the Executive pursuant to Clause 17.5 is 12
                  months or less, the "Restricted Period" shall be 12 months
                  immediately following the date of the start of such period of
                  suspension under Clause 17.
<PAGE>

                                   SCHEDULE 5

                                Power of Attorney


By this Power of Attorney made on 2 June 2003, I, ROBERT O ROWLEY in accordance
with the terms of the service agreement ("the Service Agreement") HEREBY APPOINT
the Company to act as my attorney with authority in my name and on my behalf (so
that words and expressions defined in the Service Agreement shall have the same
meaning herein):-

(a)      on or after the Employment has terminated to do any things and sign any
         documents as may be required under the constitution of the Company and
         each Group Company to make my resignation as a director from those
         companies effective; and

(b)      to appoint any substitute and to delegate to that substitute all or any
         powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my
obligations under Clause 19 of the Service Agreement, shall be irrevocable in
accordance with Section 4 of the Powers of Attorney Act 1971.

IN WITNESS whereof this Power of Attorney has been duly executed.

EXECUTED as a DEED by    )
ROBERT O ROWLEY          )
in the presence of:      )

Witness:

Name:

Address:

Occupation:

<PAGE>

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed on
the day and year first above written.

EXECUTED as a DEED       )
for and on behalf of     )
CABLE AND WIRELESS plc   )
by:                      )
                               Director


                               Director/Secretary


EXECUTED as a DEED by    )
ROBERT O ROWLEY          )
in the presence of:      )

Witness:

Name:

Address:

Occupation: