Letter Agreement dated February 18, 2004, between Charles Burdick and Telewest



 Exhibit 10.54 
  
 Barry Elson 
 c/o
Telewest Global, Inc. 
 160 Great Portland Street 
 London W1W 5QA 
 United Kingdom 
  
 February 18, 2004 
  

Telewest Global, Inc. 
 160 Great Portland Street 
 London WIW 5QA 
 United Kingdom 
  
 Gentlemen: 
  
 This letter memorializes recent discussions in which I have undertaken to serve as Acting Chief Executive Officer of Telewest Global, Inc. (the
“Company”) and a member of the Company’s Board of Directors following the departure of Charles Burdick through the 9-month anniversary of the effective date of the financial restructuring (the “Restructuring”)
of Telewest Communications plc (“Telewest Communications”). I would not receive compensation for these services through the effective date of the Restructuring; rather, I would be paid by Telewest Communications pursuant to a letter
agreement I have entered into with it as of even date herewith. If my services as Acting Chief Executive Officer are terminated, I would resign from the Company’s Board of Directors. 
  
 I further undertake that, following the effective date of the Restructuring and through the 9-month anniversary thereof, I
am willing to be employed pursuant to the additional terms and conditions set forth on Exhibit A hereto and would enter into a commercially reasonable employment agreement containing these terms. I acknowledge that such an employment agreement will
require the approval of the Company’s Board of Directors. 
  

	
	 Very truly yours,

	
	[GRAPHIC APPEARS HERE]
	 Barry Elson










 Exhibit A 
 Barry Elson Term Sheet 
  

			
	Term	  	From the departure of Charles Burdick through the 9-month anniversary of the consummation of the financial restructuring of Telewest Communications plc
		
	Positions	  	Acting Chief Executive Officer of Telewest Global, Inc. (“Newco”) and a member of the Board of Directors (but not Chairman) of Newco
		
	Annual base salary as CEO of Newco	  	$700,000
		
	Annual bonus potential as CEO of Newco	  	$200,000 cash or stock (1)
		
	Newco equity options	  	100,000 + 300,000 (2)
		
	Newco restricted stock grant	  	100,000 (3)
		
	Severance	  	$58,333 per month of service (pro rated for partial months), up to a maximum of $700,000 (4)
		
	Other:	  	 
		
	 Travel and Business Expenses
	  	Per Newco policy
		
	 Health Insurance
	  	Per Newco policy to the extent there is any policy
		
	 Life Insurance
	  	Per Newco policy to the extent there is any policy
		
	 Family Visits
	  	3 family visits to the U.K., 5 Elson visits to the U.S.
		
	 Housing Allowance
	  	Provision of a standard 2-bedroom apartment
		
	 Tax Equalization
	  	Elson to receive tax equalization payments in the event U.K. or U.S. tax applies to him

  
 Notes: 
  

	(1)	Based on meeting various targets set by the Newco board (e.g., AFC, churn, margin, etc.). All top management will be required to meet these targets to receive their
bonus payout. Percentage of cash and percentage of stock to be determined by the Newco board. 

  
 18 February 2004 
 Charges interlinested 
 by FFHS.J By ? 
 a member of the firm 
 Agreed B.R. Elson 








	(2)	100,000 options to be fully vested and granted at consummation; 300,000 options to be granted at consummation and will vest in arrears equally on a quarterly basis
over a 5-year period of continuous employment. These option grants will represent approximately 0.4% of company’s total outstanding equity based on assumed 100 million shares outstanding (to be adjusted if assumptions change). The 300,000
options vesting period will begin based on attaining quarterly performance goals over the first year following consummation set by the Newco board; provided, that, notwithstanding the vesting schedule, the first quarter’s options will vest on
June 30, 2004 if the consummation occurs on or prior to June 30, 2004 (or will vest at the end of the first month following consummation, if the consummation occurs after June 30, 2004). To the extent the performance targets are missed, the vesting
of the options will roll into the following quarter over the first year. All options will have a strike price equal to the strike price of the first tranche of options granted to the Newco board and will be subject to a 6-month tail after
termination of employment (other than for cause). 

  

	(3)	To be granted at consummation. Represents 0.1% of the total outstanding equity based on assumed 100 million shares outstanding (to be adjusted if assumptions
change). The restricted stock grant will vest in arrears equally on a quarterly basis over a 3-year period of continuous employment; provided, that, notwithstanding the vesting schedule, the first quarter’s restricted stock will vest on June
30, 2004 if the consummation occurs on or prior to June 30, 2004 (or will vest at the end of the first month following consummation, if the consummation occurs after June 30, 2004). Stock cannot be sold prior to one year anniversary of final
vesting date (except in amounts sufficient to pay taxes at vesting). 

  

	(4)	Includes service with Telewest Communications plc; payable (1) upon a termination during the term without cause or (2) at the end of the term if the Company does not
offer continued employment as Chief Executive Officer on substantially the same terms and conditions as above; subject to execution of a general release of claims. 

  
 18 February 2004 
 Charges interlinested by 
 FFHS.J By ? 
 a member of the firm 
 Agreed B.R. Elson