<PAGE>
                                                                  Exhibit 10.119



                             DATED 4 September 2003
             ------------------------------------------------------






              MARCONI CORPORATION PLC                        (1)


                                      AND


              HOARE GOVETT LIMITED                            (2)



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

                                PLACING AGREEMENT
                   RELATING TO THE PLACING OF ORDINARY SHARES
                              OF EASYNET GROUP PLC
                           BY MARCONI CORPORATION PLC

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


                                                              (NORTON ROSE LOGO)

<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                     PAGE
<S>    <C>                                                                                                 <C>
1      Definitions............................................................................................1

2      Conditions.............................................................................................4

3      Specific obligations...................................................................................4

4      The Placing............................................................................................5

5      Settlement.............................................................................................5

6      Commissions and fees...................................................................................6

7      Warranties, representations and undertakings...........................................................7

8      Hoare Govett's indemnity...............................................................................7

9      Warranties and indemnities - supplemental provisions..................................................10

10     Non US Representations................................................................................10

11     United States Selling Restrictions....................................................................11

12     General...............................................................................................12

13     Time of the essence...................................................................................12

14     Notices...............................................................................................13

15     Effects of this Agreement.............................................................................13

16     Counterparts..........................................................................................13

17     Governing law and jurisdiction........................................................................13

Schedule 1 Warranties........................................................................................14

1      The Placing Shares....................................................................................14

2      Corporate power and authority.........................................................................14

3      Regulatory compliance.................................................................................14

4      No inside information.................................................................................14

5      United States Representations.........................................................................14
</TABLE>


AGREED FORM DOCUMENTS

Announcement
Placing Press Release

<PAGE>
THIS AGREEMENT is dated                        2003 and made BETWEEN:

(1)  MARCONI CORPORATION PLC (registered in England and Wales No. 67307) whose
     registered office is at New Century Park, PO Box 53, Coventry CV3 1HJ
     ("MARCONI"); and

(2)  HOARE GOVETT LIMITED (registered in England and Wales No. 2026375) whose
     registered office is at 250 Bishopsgate, London EC2N 4AA ("HOARE GOVETT").

WHEREAS:

(A)  Marconi intends to place up to 44,682,364 Ordinary Shares of the Company
     with institutional investors.

(B)  On and subject to the terms and conditions of this Agreement, Hoare Govett
     has agreed, as agent for and on behalf of Marconi, to use its reasonable
     endeavours to procure placees for the Placing Shares at the Placing Price.

(C)  Marconi currently legally and beneficially owns, save as disclosed in Part
     II of Schedule 1, 44,682,364 Convertible Shares. Marconi issued a
     conversion notice to the Company and the Registrars in respect of all of
     the Convertible Shares in accordance with Article 16 of the Articles of
     Association of the Company on 27 August 2003. Pursuant to Article 16 of the
     Articles of Association of the Company, the Convertible Shares will convert
     into an equivalent number of Ordinary Shares on the date of Admission.
     Application will be made for Admission of the resulting New Ordinary
     Shares.

(D)  The Company will be publishing listing particulars (the "LISTING
     PARTICULARS") in relation to the New Ordinary Shares on the date hereof.

(E)  The Placing is to be made outside the United States to non-US persons
     within the meaning of and pursuant to Regulation S under the Securities Act
     ("REGULATION S") and may, subject to demand, be made within the United
     States to a limited number of institutional investors, who are qualified
     institutional buyers ("QIBS") within the meaning of and in reliance on Rule
     144A under the Securities Act ("RULE 144A").

NOW IT IS HEREBY AGREED as follows:


1    DEFINITIONS

1.1  In this Agreement (including the recitals and the schedules to this
     Agreement) unless the context otherwise requires the following expressions
     have the following meanings:

     "ADMISSION" means the admission of the New Ordinary Shares to the Official
     List of the UK Listing Authority becoming effective in accordance with the
     Listing Rules and the admission of such New Ordinary Shares to trading by
     the London Stock Exchange on its market for listed securities becoming
     effective in accordance with the Standards;

     "ANNOUNCEMENT" means the announcement in the agreed form as amended to give
     details of the outcome of the Placing;

     "BOOKBUILD" means the process of building demand for the Placing;

     "BUSINESS DAY" means a day not being a Saturday or a Sunday on which banks
     are open for business in the City of London;

     "CA 1985" means the Companies Act 1985, as amended;

     "COMPANY" means Easynet Group plc (registered number 3137522) whose
     registered office is at 44-46 Whitfield Street, London W1P 5RF;

                                       1
<PAGE>
     "CONDITIONS" means the conditions set out in clause 2.1 (and any one of
     them a "CONDITION");

     "CONVERSION" means the conversion of the Convertible Shares into an
     equivalent number of Ordinary Shares pursuant to the conversion notice
     received by the Company from Marconi on 27 August 2003 and in accordance
     with Article 16 of the Articles of Association of the Company;

     "CONVERTIBLE SHARES" means the 44,682,364 non-voting unlisted Ordinary
     Shares of 4p each in the capital of the Company held by Marconi;

     "CREST" means the relevant system of which CRESTCo is the Operator;

     "CRESTCO" means CRESTCo Limited, a company incorporated in England and
     Wales, being the Operator of CREST;

     "FSA" means The Financial Services Authority Limited;

     "FSMA 2000" means the Financial Services and Markets Act 2000;

     "HOARE GOVETT GROUP" means Hoare Govett, any parent company of Hoare Govett
     and any subsidiary or subsidiary undertaking of Hoare Govett or of such
     parent company and any body corporate in which any of those entities is a
     controller (within the meaning of section 422 FSMA 2000);

     "INDEMNIFIED PERSONS" means Hoare Govett, each other member of the Hoare
     Govett Group and all their respective directors, officers or employees each
     of whom shall be an "Indemnified Person" for the purposes of this
     Agreement;

     "LISTING RULES" means the listing rules made under section 74 FSMA 2000 (as
     amended from time to time);

     "LONDON STOCK EXCHANGE" means London Stock Exchange plc;

     "NEW ORDINARY SHARES" means the 44,682,364 Ordinary Shares which will
     result from the Conversion;

     "OPERATOR" has the meaning ascribed thereto in the Regulations;

     "ORDINARY SHARES" means ordinary shares of 4p each in the capital of the
     Company;

     "PLACEES" means persons with whom the Placing Shares are to be placed
     pursuant to the Placing;

     "PLACING" means the proposed placing by Hoare Govett of the Placing Shares
     on the terms of this Agreement and the Placing Press Release;

     "PLACING DATE" means the date on which the number of Placing Shares and the
     Placing Price are agreed pursuant to clause 4.4;

     "PLACING PRESS RELEASE" means the press release in the agreed form to be
     released for and on behalf of Marconi on the date hereof announcing
     Marconi's intention to carry out the Placing;

     "PLACING PRICE" means the price agreed by Marconi and Hoare Govett
     determined as a result of the Bookbuild in accordance with clause 4.4,
     being the price at which the Placing Shares are to be sold pursuant to the
     Placing;

     "PLACING PROCEEDS" means the Placing Price multiplied by the number of
     Placing Shares which are placed with Placees pursuant to clause 4;

     "PLACING SHARES" means the number of Ordinary Shares to be sold in the
     Placing determined pursuant to clause 4;

                                       2
<PAGE>
     "PTM LEVY" means the aggregate of all levies payable to the Panel on
     Takeovers and Mergers pursuant to rule 2.19 of the Rules of the London
     Stock Exchange in relation to the Placing;

     "REGISTRARS" means Capita IRG Plc of The Registry, 34 Beckenham Road,
     Beckenham, Kent BR3 4TH;

     "REGULATIONS" means the Uncertificated Securities Regulations 2001;

     "RELEVANT SYSTEM" has the meaning ascribed thereto in the Regulations;

     "RELIEF" means any allowance, credit, exemption, deductions or relief
     available, in computing, or available for offset against or in respect of
     tax;

     "SECURITIES ACT" means the United States Securities Act of 1933, as
     amended;

     "STANDARDS" means the current edition of the Admission and Disclosure
     Standards produced by the London Stock Exchange;

     "SUBSIDIARY" has the meaning ascribed thereto by section 736 CA 1985 and
     includes subsidiary undertakings as defined in section 258 CA 1985 and
     "SUBSIDIARIES" shall mean more than one subsidiary;

     "SUPPLEMENTARY LISTING DOCUMENT" means any supplementary listing
     particulars required by section 81 FSMA 2000 and the Listing Rules;

     "TAX" or "TAXATION" means any form of taxation whenever created or imposed
     and whether of the United Kingdom or elsewhere and, without prejudice to
     the generality of the foregoing, includes income tax, corporation tax,
     advance corporation tax, capital gains tax, value added tax, inheritance
     tax, withholding tax, rates, customs and excise duties, National Insurance
     and any other taxes, levies, duties or imposts similar to, replaced by or
     replacing any of them and all penalties, fines and interest included in or
     relating to any tax assessment therefor;

     "TAXATION AUTHORITY" means the Inland Revenue, HM Customs & Excise or any
     other revenue, customs, fiscal, governmental, statutory, provincial, local
     government or municipal authority, body or person whether of the United
     Kingdom or elsewhere competent to impose, administer or collect any
     taxation;

     "UK LISTING AUTHORITY" means the Financial Services Authority acting in its
     capacity as competent authority for the purposes of Part VI of the FSMA
     2000; and

     "WARRANTIES" means the warranties, representations and undertakings given
     pursuant to clause 7 and the Schedule and "WARRANTY" shall mean any one of
     them.

1.2  References to clauses and schedules are unless otherwise stated to clauses
     of and schedules to this Agreement and references to this Agreement include
     recitals and schedules to this Agreement.

1.3  A reference to any document "IN THE AGREED FORM" means in the form of the
     draft or proof of the document agreed by the parties and signed by them or
     on their behalf for the purposes of identification with such alterations
     (if any) as may subsequently be agreed between the parties. References to
     such documents in this Agreement shall, where the context so admits, be
     references to such documents as so amended.

1.4  References to statutory provisions shall be construed as references to
     those provisions as respectively replaced, amended or re-enacted (whether
     before or after the date hereof) and shall include any provisions of which
     they are re-enactments (whether with or without modification) and any
     subordinate legislation made under such provisions.

                                       3
<PAGE>
1.5    Words importing the singular include the plural and vice versa, words
       importing any gender include every gender and references to persons
       include bodies corporate or unincorporate, unincorporated associations
       and partnerships.

1.6    The headings to the clauses are for convenience only and have no legal
       effect.


2      CONDITIONS

2.1    The Placing is conditional upon:

2.1.1     the Placing Press Release being released by no later than 10.00 am on
          the date hereof;

2.1.2     there not having occurred or arisen subsequent to the publishing of
          the Listing Particulars but prior to Admission, any significant change
          or new matter as referred to in section 81 FSMA 2000 requiring the
          publication of a Supplementary Listing Document (save that Hoare
          Govett may, in its absolute discretion, waive this Condition in
          writing in respect of any significant change or new matter in respect
          of which a Supplementary Listing Document has been published by or on
          behalf of the Company); and

2.1.3     Admission becoming effective by announcement in accordance with the
          Listing Rules not later than 9.00 am on 10 September 2003.

2.2    If the Conditions shall not have been fulfilled by their specified times
       and dates (subject to the provisions of clause 2.3) or if Hoare Govett
       and Marconi shall have failed to determine and agree the Placing Price
       and the number of Placing Shares pursuant to clause 4.4 by the specified
       time and date then the obligations of Hoare Govett under this Agreement
       shall ipso facto cease and determine and neither party shall have any
       claim against the other for costs, damages, charges, compensation or
       otherwise save that the provisions of clauses 8, 9, 12.4, 12.5, 14, 15,
       16 and 17 shall remain in full force and effect.

2.3    If either or both of the Conditions in clauses 2.1.2 and 2.1.3 shall not
       have been fulfilled (in the case of the Condition in clause 2.1.3, by its
       specified time and date) but the Condition in clause 2.1.1 has been
       fulfilled by its specified time and date, then the obligations of Hoare
       Govett under this Agreement shall ipso facto cease and determine and
       neither party shall have any claim against the other for costs, damages,
       charges, compensation or otherwise save that Marconi shall pay Hoare
       Govett the costs and expenses payable by it in accordance with clause
       6.3. For the avoidance of doubt, the provisions of clauses 8, 9, 12.4,
       12.5, 14, 15, 16 and 17 shall remain in full force and effect.

2.4    Marconi undertakes to use its reasonable endeavours to procure that the
       Condition in clause 2.1.1 is fulfilled by its specified time and date.

2.5    Hoare Govett undertakes to use its reasonable endeavours to procure that
       the Condition in clause 2.1.3 is fulfilled by its specified time and date
       provided that, notwithstanding this clause 2.5, Hoare Govett shall not be
       obliged to procure that ABN Amro Corporate Finance Limited, which is
       acting as sponsor under the Listing Rules in connection with Admission,
       takes any action or exercises any discretion as sponsor which is
       necessary for Admission to take place.


3      SPECIFIC OBLIGATIONS

3.1    Marconi hereby undertakes to Hoare Govett to provide all such information
       known to it to execute any documents, pay any fees and do or procure to
       be done all things as may reasonably be required by Hoare Govett for the
       purpose of complying with the requirements of law, the UK Listing
       Authority or of the London Stock Exchange in connection with the Placing.

                                       4
<PAGE>
4      THE PLACING

4.1    Marconi:

4.1.1     hereby irrevocably appoints Hoare Govett as its agent for the purpose
          of carrying out the Placing on the terms and subject to the conditions
          set out in this Agreement and the Placing Press Release; and

4.1.2     hereby confirms that the foregoing appointment confers on Hoare Govett
          all powers, authorities and discretions on behalf of Marconi which are
          necessary for, or reasonably incidental to, the procuring of
          purchasers for the Placing Shares on the terms and conditions
          contained in this Agreement and hereby agrees to ratify and confirm
          everything which Hoare Govett shall lawfully and properly do in the
          exercise of such powers, authorities and discretions in accordance
          with the terms of this Agreement.

4.2    Relying on the indemnities, representations, undertakings and warranties
       contained in this Agreement and upon the terms and conditions contained
       in this Agreement Hoare Govett undertakes to use reasonable endeavours to
       procure Placees to purchase the Placing Shares on the terms and
       conditions of this Agreement.

4.3    Hoare Govett shall have absolute discretion, prior to the release of the
       Announcement, to accept or reject any application for Placing Shares
       either in whole or in part.

4.4    As soon as practicable after release of the Placing Press Release and in
       any event no later than 6.30pm on 4 September 2003, Hoare Govett and
       Marconi shall determine the number of Placing Shares to be sold in the
       Placing and the Placing Price.

4.5    As soon as practicable after the Placing Price and the number of Placing
       Shares has been determined and agreed pursuant to clause 4.4 Marconi
       shall arrange for the release of the Announcement.


5      SETTLEMENT

5.1    Subject to satisfaction of the Conditions and the determination and
       agreement of the Placing Price and the number of Placing Shares pursuant
       to clause 4.4, Hoare Govett will pay or procure to be paid to Marconi the
       Placing Proceeds (less in each case, any sums due to Hoare Govett as
       provided for by clause 6) on the fifth Business Day after the Placing
       Date but only to the extent that such proceeds are received from Placees.

5.2    By no later than 10.00 am on 10 September 2003 Marconi shall deliver to
       Hoare Govett (free of payment) a CREST transfer form or a stamped stock
       transfer form (as Hoare Govett may request) and/or such other documents
       as the parties shall agree in respect of such number of Convertible
       Shares (if Admission has not occurred) or such number of New Ordinary
       Shares (if Admission has occurred) as are subject to the Placing, in
       favour of such nominee company as Hoare Govett may specify, to be
       transferred to such nominee as nominee for Marconi, together with the
       relevant definitive certificate(s).

5.3    Hoare Govett shall deliver, or procure delivery of, all documents
       referred to in clause 5.2 to the Registrars.

5.4    The payments referred to in clause 5.1 shall be made in cleared funds
       available on the same day to the following bank account:

                  Account Number:     42074451
                  Account Name:       Marconi Corporation plc
                  Sort Code:          40-05-30
                  Bank:               HSBC Bank plc, Princes Street, London EC2
                  Swift Code:         MIDLGB22

                                       5
<PAGE>
5.5    Payments by Hoare Govett in accordance with clause 5.1 shall constitute a
       complete discharge for Hoare Govett of its obligations under this clause
       5.

5.6    Marconi shall transfer the Placing Shares to the Placees free and clear
       of any lien, charge, claim or other encumbrance or any right of any third
       party whatsoever attaching thereto and subject thereto with full title
       guarantee.

5.7    In the event of any difficulties or delays in the use of CREST in
       relation to the transfer of Placing Shares pursuant to this clause 5,
       including but not limited to any delay in the admission of the Placing
       Shares to CREST, Hoare Govett and Marconi agree that all of the Placing
       Shares shall be transferred in certificated form and the provisions in
       this Agreement relating to the Placing arrangements will then be deemed
       to be modified accordingly.

5.8    Marconi undertakes to issue the Confirmation Certificate (as defined in
       the Schedule hereto) to the Security Trustee (as defined in the Schedule
       hereto) as soon as reasonably practicable following the determination of
       the number of Placing Shares to be sold pursuant to clause 4.4 of this
       Agreement and to take such other steps as may be required to procure the
       release of any security interests over the Convertible Shares that are to
       be the subject of the Placing.

5.9    If Hoare Govett does not pay or procure payment of any of the Placing
       Proceeds payable to Marconi pursuant to clause 5.1, Hoare Govett shall,
       as soon as practicable, transfer or procure transfer of such number of
       Ordinary Shares in respect of which payment has not been received to
       Marconi.


6      COMMISSIONS AND FEES

6.1    Marconi shall pay Hoare Govett an initial commission of 2 per cent on the
       gross amount of the Placing Proceeds (if any) (the "INITIAL COMMISSION")
       and, if the Placing Price exceeds:

6.1.1     115 pence then, in addition to the Initial Commission, Marconi shall
          pay Hoare Govett an additional commission of 8 per cent on an amount
          equal to the number of Placing Shares multiplied by the difference
          between the Placing Price and 115 pence (the "FIRST ADDITIONAL
          COMMISSION");

6.1.2     120 pence then, in addition to the Initial Commission and the First
          Additional Commission, Marconi shall pay Hoare Govett an additional
          commission of 5 per cent on an amount equal to the number of Placing
          Shares multiplied by the difference between the Placing Price and 120
          pence (the "SECOND ADDITIONAL COMMISSION"); and

6.1.3     125 pence then, in addition to the Initial Commission, the First
          Additional Commission and the Second Additional Commission, an
          additional commission of 5 per cent will be payable on an amount equal
          to the number of Placing Shares multiplied by the difference between
          the Placing Price and 125 pence.

       Such commission will be deducted from the Placing Proceeds paid to
       Marconi pursuant to clause 5.1 (together with any other amount payable to
       Hoare Govett pursuant to this clause 6).

6.2    In addition to the commission referred to above, Marconi shall pay all
       the other costs, charges and expenses properly and reasonably incurred in
       connection with, or incidental to, the Placing, including (but not
       limited to) the PTM Levy, the UK Listing Authority and London Stock
       Exchange listing fees, printing and advertising costs, postage,
       Registrars' fees and Hoare Govett's legal and other professional
       expenses.

6.3    If the Conditions are not satisfied, Marconi shall not be obliged to pay
       to Hoare Govett the commission on the Placing Proceeds referred to in
       clause 6.1, but if the provisions of clause 2.3 apply, on receipt of the
       appropriate VAT invoice Marconi shall pay, or reimburse, to Hoare Govett
       the costs, charges and expenses (together with VAT chargeable thereon)
       referred to in clause 6.2.

                                       6
<PAGE>
6.4    In the event that any stamp duty or stamp duty reserve tax (as
       applicable) is payable by Hoare Govett or any Placee in connection with
       their purchase of any of the Placing Shares pursuant to the arrangements
       contemplated hereby, Marconi agrees with Hoare Govett that such stamp
       duty or stamp duty reserve tax (up to 0.5 per cent of the consideration
       and if stamp duty rounded up to the nearest Pound Sterling5 for each
       share transfer) shall be borne by Marconi and Marconi shall indemnify
       Hoare Govett in connection with enforcing its liability under this clause
       6.4.

6.5    Where Marconi reimburses Hoare Govett in respect of any expenses, it
       shall in addition pay to Hoare Govett in respect of value added tax:

6.5.1     if any reimbursement in respect of expenses constitutes part of the
          consideration for any supply of services to Marconi by Hoare Govett
          and Hoare Govett does not charge value added tax on it under clause
          6.6, such amount as equals any value added tax charged to Hoare Govett
          in respect of the said expenses which is not recoverable by Hoare
          Govett by repayment or set-off; and

6.5.2     if any such expenses constitute disbursements incurred by Hoare Govett
          as agent on behalf of Marconi, any value added tax charged thereon to
          Hoare Govett.

6.6    Any value added tax properly chargeable in respect of any amount payable
       to Hoare Govett pursuant to this clause 6 or clause 5.1 shall be paid in
       addition to and together with such amount on production of an appropriate
       value added tax invoice and in respect of a payment under clause 6.5.2,
       Hoare Govett shall issue, or use reasonable endeavours to procure that
       the relevant third party issue, a valid value added tax invoice to
       Marconi.


7      WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

7.1    Marconi hereby warrants, represents and undertakes to Hoare Govett as an
       inducement to Hoare Govett to enter into this Agreement, as at the date
       hereof in the terms set out in Schedule 1.

7.2    Marconi undertakes to Hoare Govett not to cause and to use all reasonable
       endeavours not to permit any event to occur after the date hereof and
       prior to Admission which if it had occurred or arisen before the date
       hereof would have rendered any of the Warranties untrue or incorrect.


8      HOARE GOVETT'S INDEMNITY

8.1    No claim shall be made against any Indemnified Person by Marconi to
       recover any damage, loss, liability, cost, charge or expense which
       Marconi may suffer or incur or claim to have suffered or incurred by
       reason of or arising out of the carrying out or performance by Hoare
       Govett (or by an Indemnified Person on its behalf) of its obligations and
       services hereunder or otherwise in connection with the Placing unless and
       to the extent that such damage, loss, liability, cost, charge or expense
       arises from the material breach of contract, negligence or wilful default
       of an Indemnified Person, or the material breach by Hoare Govett of any
       of its duties or obligations under the FSMA 2000 or the regulatory system
       as defined in the definitions section of the FSA handbook.

8.2    Marconi undertakes to and with Hoare Govett (for itself and as trustee
       for each and every Indemnified Person) that it will (to the extent
       permitted by the CA 1985) indemnify each Indemnified Person and at all
       times keep each Indemnified Person fully and effectively indemnified
       against all claims, costs, charges, expenses, liabilities, actions,
       demands, proceedings and judgements whatsoever which any Indemnified
       Person may wheresoever suffer or incur or which may be brought or
       threatened to be brought against or incurred by any of them in any
       jurisdiction whatsoever (and in the case of a claim whether or not such
       claim is successful, compromised or settled) by any Placee of the Placing
       Shares or any subsequent purchaser or transferee thereof or of any other
       shares in the Company or by any other person, government, governmental
       agency or regulatory body whatsoever and against all reasonably and
       properly incurred costs, charges and expenses (including legal fees) and
       taxes (excluding taxes on its remuneration under or in connection with
       the Placing or any stamp duty or stamp duty reserve tax) which it may
       reasonably and properly pay, suffer or incur as a result thereof

                                       7
<PAGE>
       (including but without limitation all such reasonable costs, charges and
       expenses (including legal fees) and taxes as it may reasonably and
       properly pay or incur in responding to, disputing or considering any such
       actual or potential actions, claims, demands or proceedings aforesaid
       and/or in establishing its rights to be indemnified pursuant to this
       clause 8 and/or in seeking advice as to any claim, action, liability,
       demand or proceedings aforesaid or in any way related to or in connection
       with this indemnity or the Placing) and which in any such case arises out
       of or in connection with or results from or is attributable to:

8.2.1     any breach or alleged breach by Marconi of its obligations or
          undertakings in this Agreement or any breach or alleged breach of any
          of the representations and warranties contained in this Agreement; or

8.2.2     the performance by Hoare Govett or any Indemnified Person of its
          obligations and services hereunder or otherwise in connection with the
          Placing and the preparation and distribution of the Placing Press
          Release and any financial promotion or written material issued, caused
          to be issued and used, in each case by Marconi, in connection with the
          Placing; or

8.2.3     the Placing; or

8.2.4     the content, publication and distribution of the Placing Press
          Release, any financial promotion or written material issued caused to
          be issued or used by Marconi or with their consent in connection with
          the Placing, or the Placing Press Release not containing, or being
          alleged not to contain, all the information required to be stated
          therein by any law or regulation, or any statement therein being, or
          being alleged to be, untrue, inaccurate, incomplete or misleading or
          defamatory or not based on reasonable grounds or as having been made
          negligently or otherwise without the required standard of skill and
          care or reasonableness; or

8.2.5     any misrepresentation or alleged misrepresentation (by whomsoever
          made) being contained, or being alleged to be contained, in the
          Placing Press Release or any financial promotion or written material
          issued or caused to be issued by Marconi or with their consent in
          connection with the Placing; or

8.2.6     any breach or alleged breach of the laws or regulations of any country
          or the regulations of any stock exchange or the rules or requirements
          of CREST in connection with the Placing or the distribution of the
          Placing Press Release; or

8.2.7     any material issued or caused to be issued by Hoare Govett at the
          request of Marconi, or by or at the request of Marconi but which is
          approved by Hoare Govett, before, on or after the date hereof in
          relation to the Placing and which in any such case contains a rubric
          to that effect or would but for an exemption pursuant to any statute,
          statutory instrument or the rules of the FSA contain such a rubric,

       and which do not in any case arise from the material breach of contract,
       negligence or wilful default of Hoare Govett and/or an Indemnified
       Person, or material breach by Hoare Govett of any of its duties or
       obligations under the FSMA 2000 or regulatory system as defined in the
       definitions section of the FSA handbook. This clause 8.2 shall not
       preclude Hoare Govett or any Indemnified Person from exercising any
       rights it may have at common law including, without prejudice to the
       generality of the foregoing, any right of contribution. Such rights shall
       be in addition to any liability in respect of Hoare Govett's services to
       Marconi which Marconi might otherwise have to Hoare Govett or any
       Indemnified Person and shall survive completion of all matters and
       arrangements referred to or contemplated by this Agreement.

                                       8
<PAGE>
8.3    If any claim is made by a third party against any Indemnified Person the
       relevant Indemnified person shall promptly notify Marconi and Marconi may
       assume conduct of the defence of any claim or action against such
       Indemnified Person (other than any regulatory or governmental
       investigation or proceedings) (an "ACTION") with counsel approved by such
       Indemnified Person (such approval not to be unreasonably withheld)
       provided that:

8.3.1     it does so within 21 days of receiving notice from the relevant
          Indemnified Person of a potential claim under this indemnity;

8.3.2     the Indemnified Person has the right to full information, consultation
          and representation concerning the development and defence of any
          litigation or threatened litigation;

8.3.3     no admission of liability or compromise whatsoever in connection with
          the Action may take place without Hoare Govett's prior written consent
          unless, following consultation with Hoare Govett, such admission or
          compromise acknowledges that no Indemnified Person had any
          responsibility for the matters giving rise to such Action, such
          admission or compromise contains an unconditional release of such
          Indemnified Person from any and all liabilities under such Action and
          the terms of such settlement or compromise are final, confidential,
          documented and in writing; and

8.3.4     Hoare Govett or the appropriate Indemnified Person has the right at
          any time to re-assume the defence of any claim or action assumed by
          Marconi, with the full benefit of the indemnification constituted by
          the terms of this indemnity.

       In the event that Hoare Govett or any other Indemnified Person assumes or
       re-assumes the defence of any Action against an Indemnified Person it
       will keep Marconi informed about the conduct of the proceedings and will
       consult with Marconi and take account of the views of Marconi so far as
       reasonably possible (and only to the extent that its insurance policies
       are not prejudiced thereby), but will have sole conduct of any
       proceedings or dispute that may arise and absolute discretion with regard
       to the progress, negotiations and settlement thereof. Notwithstanding the
       foregoing, Marconi shall not be entitled to assume or continue with the
       defence of any Action if (i) in the opinion of counsel to the Indemnified
       Person, to do so would be inappropriate due to any actual or potential
       differing interests between Marconi and such Indemnified Person; or (ii)
       the Indemnified Person's insurers do not consent to Marconi assuming
       control of the defence of any such Action and/or, in the reasonable
       opinion of the Indemnified Person, to do so would conflict with the terms
       of the Indemnified Person's relevant insurance policy. In either case the
       relevant Indemnified Person shall be entitled to retain or resume the
       defence of the Action with the full benefit of the indemnification
       constituted by the terms of this Indemnity.

8.4    Each Indemnified Person shall have the right under the Contracts (Rights
       of Third Parties) Act 1999 to enforce its rights against Marconi under
       this clause 8 provided that:

8.4.1     Hoare Govett may, by agreement in writing with Marconi, vary any of
          the rights conferred on any Indemnified Person under this clause 8
          (without requiring the consent of any Indemnified Person) and Hoare
          Govett shall not be liable to any such Indemnified Person for any of
          its acts or omissions under this clause 8; and

8.4.2     Hoare Govett shall have sole discretion in deciding whether or not to
          enforce an Indemnified Person's rights under this clause 8, and in
          determining the terms and conditions of such enforcement.

8.5    Except as expressly agreed by Hoare Govett in writing or in respect of
       documents issued by Hoare Govett without Marconi's knowledge or in
       respect of any comfort letter issued by Hoare Govett to Marconi, neither
       Hoare Govett nor any Indemnified Person or any of its advisers will be
       responsible to Marconi, any of its Directors from time to time, or to any
       other person responsible for the Placing for verifying the accuracy or
       fairness of the information published in the Placing Press Release or any
       document issued in connection with the Placing.

                                       9
<PAGE>
8.6    All sums payable to Hoare Govett or any Indemnified Person pursuant to
       this clause 8 shall be paid free and clear of all deductions or
       withholdings unless the deduction or withholding is required by law, in
       which event the payer shall pay such additional amount (referred to
       herein as a "gross-up amount") as will be required to ensure that the net
       amount received by the relevant person will equal the full amount which
       would have been received by it had not such deduction or withholding been
       made.

8.7    If the United Kingdom Inland Revenue or any other Taxation Authority in
       any jurisdiction brings into any charge to taxation (or into any
       computation of income, profits or gains for the purpose of any charge for
       taxation) any sum payable to an Indemnified Person under this clause 8,
       the amount so payable shall be increased by such amount (referred to
       herein as a "gross up amount") as will ensure that after deduction of the
       amount equal to taxation so chargeable (or which would have been
       chargeable but for the availability of relief to Hoare Govett or any
       Indemnified Person) there shall remain a sum equal to the amount that
       would otherwise be payable under the terms of this Agreement (additional
       payments being made on demand as may be necessary).

8.8    To the extent that an Indemnified Person subsequently obtains any tax
       credit, allowance, repayment or relief as a result of Marconi paying to
       the Indemnified Person the gross-up amount under clause 8.6 or 8.7, the
       Indemnified Person shall pay to Marconi so much of the economic benefit
       from that tax credit, allowance, repayment or relief which the
       Indemnified Person has received as does not exceed the gross-up amount
       (any question as to the accrual or amount of any such economic benefit,
       the order and manner of making any claim for any tax credit, allowance,
       repayment or relief, and the timing of any payment, being determined by
       the Indemnified Person's auditors, or by Hoare Govett's auditors if the
       relevant Indemnified Person does not have auditors).


9      WARRANTIES AND INDEMNITIES - SUPPLEMENTAL PROVISIONS

9.1    Subject as otherwise provided in this Agreement, all indemnities,
       representations, undertakings and warranties contained in this Agreement
       shall remain in full force and effect notwithstanding completion of this
       Agreement.

9.2    The indemnities, representations, undertakings and warranties contained
       in this Agreement shall be in addition to and shall not be construed to
       limit, affect or prejudice any other right or remedy available to any
       Indemnified Person.

9.3    No neglect, delay or indulgence on the part of any Indemnified Person in
       enforcing the indemnities, representations, undertakings and warranties
       contained in this Agreement or any other terms or conditions hereof shall
       be construed as a waiver thereof and no single or partial exercise of any
       rights or remedy under this Agreement will preclude or restrict the
       further exercise or enforcement of any such right or remedy.

9.4    Any release, waiver or compromise or any other arrangement of any kind
       whatsoever which any Indemnified Person may agree to or effect as regards
       Marconi in connection with the indemnities, representations, undertakings
       and warranties contained in this Agreement shall not affect the rights of
       any Indemnified Person as regards any other person liable thereunder.


10     NON US REPRESENTATIONS

10.1   Hoare Govett represents, warrants and undertakes to Marconi that:

10.1.1    to the best of its knowledge and belief, acting as a reasonable broker
          in the UK market, it has not offered and sold, and will not offer and
          sell, any Placing Shares to persons in the United Kingdom except to
          persons whose ordinary activities involve them in acquiring, holding,
          managing or disposing of investments (as principal or agent) for the
          purposes of their businesses, or otherwise in circumstances which have
          not resulted in or will not result in an offer to the public in the
          United Kingdom for the purposes of section 103(6) FSMA 2000 as
          described in accordance with schedule 11 FSMA 2000;

                                       10
<PAGE>
10.1.2    it has complied with and will comply in all material respects with all
          applicable provisions of FSMA 2000 with respect to anything done by it
          in relation to the Placing Shares in, from or otherwise involving the
          United Kingdom;

10.1.3    to the best of its knowledge and belief, acting as a reasonable broker
          in the UK market, neither Hoare Govett nor any of its affiliates nor
          any person acting on any of their behalf has offered or sold nor will
          it or they offer to sell any Placing Shares in any jurisdiction in
          which such offer, sale or distribution would be in breach of any legal
          or regulatory requirement or otherwise unlawful;

10.1.4    it has full power and authority to enter into this Agreement; and

10.1.5    it has full power under its constitutional documents and applicable
          law, and all authorisations, approvals, consents and licenses required
          by it have been unconditionally obtained and are in full force and
          effect, to permit it to enter into and perform this Agreement; and
          this Agreement has been duly authorised, executed and delivered by it
          and is a valid and binding agreement of it enforceable in accordance
          with its terms.


11     UNITED STATES SELLING RESTRICTIONS

11.1   Hoare Govett and Marconi acknowledge and agree that the Placing Shares
       have not been and will not be registered under the Securities Act and may
       not be offered or sold within the United States or to, or for the account
       or benefit of, U.S. persons except in accordance with Regulation S, to
       QIBs in accordance with Rule 144A, or pursuant to another exemption from
       the registration requirements of the Securities Act.

11.2   Marconi undertakes to Hoare Govett as follows:

11.2.1    neither Marconi, nor any of its affiliates (as defined in Rule 405
          under the Securities Act), nor any person acting on its or their
          behalf (other than Hoare Govett, as to whom no representation,
          warranty or undertaking is made) has engaged or will engage in any
          "directed selling efforts" (as defined in Regulation S) with respect
          to the Placing Shares;

11.2.2    neither Marconi, nor any of its affiliates (as defined in Rule 501(b)
          under the Securities Act), nor any person acting on its or their
          behalf (other than Hoare Govett, as to whom no representation,
          warranty or undertaking is made) has engaged or will engage in any
          form of general solicitation or general advertising in connection with
          any offer or sale of the Placing Shares, including but not limited to
          the methods described in Rule 502(c) under the Securities Act; and

11.2.3    neither Marconi, nor any of its affiliates (as defined in Rule 501(b)
          under the Securities Act), nor any person acting on its or their own
          behalf (other than Hoare Govett, as to whom no representation,
          warranty or undertaking is made) has taken or will take, directly or
          indirectly, any action that would require the registration of the
          Placing Shares under the Securities Act.

11.3   Hoare Govett represents, warrants and undertakes to Marconi that it has
       not offered or sold, and will not offer or sell, any Placing Shares
       constituting part of its allocation except (i) in accordance with Rule
       903 of Regulation S, in which connection Hoare Govett represents and
       agrees that neither it, nor any of its affiliates (as defined in Rule
       501(b) under the Securities Act), nor any person acting on its or their
       behalf has engaged or will engage in any directed selling efforts (as
       such term is defined in Regulation S) with respect to the Placing Shares,
       (ii) to those persons it reasonably believes to be QIBs, in which
       connection Hoare Govett represents and agrees that (a) it has taken or
       will take reasonable steps to ensure that the purchaser of such Placing
       Shares is aware that such sale is being made in reliance on Rule 144A or
       pursuant to another exemption from the registration requirements of the
       Securities Act and (b) neither it nor any of its affiliates (as defined
       in Rule 501(b) under the Securities Act) nor any person acting on its or
       their behalf has made or will make offers or sales of the Placing Shares
       in the United States by means of any form of general solicitation or
       general advertising in connection with any offer or sale of the Placing
       Shares, including but not limited to the methods described in Rule 502(c)
       under the Securities Act.

                                       11
<PAGE>
11.4   Hoare Govett represents, warrants and undertakes to Marconi that it has
       not entered and will not enter into any contractual arrangement with
       respect to the distribution or delivery of the Placing Shares, except
       with or through its affiliates (who will be bound by these selling
       restrictions) or with the prior written consent of Marconi.

11.5   Hoare Govett represents, warrants and undertakes to Marconi that it has
       not taken, and will not take, directly or indirectly, any action which is
       designed to or which has constituted or which might reasonably have been
       expected to cause or result in stabilisation or manipulation of the price
       of the Placing Shares, except for stabilisation activities conducted in
       accordance with all applicable legal, regulatory and stock exchange
       requirements.

11.6   Hoare Govett represents that all offers and sales of the Placing Shares
       in the United States shall be made through the its U.S. registered
       broker-dealer affiliate in compliance with all applicable U.S.
       broker-dealer requirements.


12     GENERAL

12.1   Marconi will give all such assistance and provide all such information as
       Hoare Govett shall reasonably require for the purposes of this Agreement
       and will execute all such documents and do all such acts and things as
       Hoare Govett may reasonably require in order to give effect to the terms
       of this Agreement.

12.2   Any of the documents in the agreed form may be amended with the prior
       approval of Hoare Govett and Marconi and references to such documents in
       this Agreement shall, where appropriate, be construed as references to
       such documents as so amended.

12.3   All payments provided for in this Agreement shall be made in pounds
       sterling currency.

12.4   If Marconi has entered into or enters into any agreement or arrangement
       with any adviser for the purpose of, or in connection with, the Placing
       and the terms of which provide that the liability of the adviser to
       Marconi or any other person is excluded or limited in any manner and
       Hoare Govett may have joint and/or several liability with such adviser to
       Marconi or to any other person arising out of the performance of its
       duties under this Agreement then Marconi shall:

12.4.1    not be entitled to recover any amounts from Hoare Govett in excess of
          what would have been the net amount of Hoare Govett's liability in the
          absence of such exclusion or limitation;

12.4.2    indemnify Hoare Govett in respect of any increased liability to any
          third party which would not have arisen in the absence of such
          exclusion or limitation; and

12.4.3    take such other action as Hoare Govett may require to ensure that
          Hoare Govett is not prejudiced as a consequence of such agreement or
          arrangement.

12.5   Save as provided in clause 8, no term of this Agreement is enforceable
       under the Contracts (Rights of Third Parties) Act 1999 by a person who is
       not a party to this Agreement.

12.6   Hoare Govett shall not be required to place or to procure that there are
       placed on deposit any sums received by them or any of their agents by way
       of purchase moneys for the Placing Shares (or any of them). Marconi
       agrees that all moneys payable to it under the Placing or hereunder shall
       not be treated as client money subject to any regulations made under or
       pursuant to the FSMA 2000.


13     TIME OF THE ESSENCE

       Any time, date or period mentioned in this Agreement may be extended by
       mutual agreement between the parties hereto or otherwise as provided
       herein, but as regards any time, date or period originally fixed or so
       extended as aforesaid time shall be of the essence. All references in
       this Agreement to a time of day are to London time.

                                       12
<PAGE>
14     NOTICES

14.1   Any notice or other document to be served under this Agreement may be
       delivered or sent by first class recorded delivery post or facsimile
       process:

14.1.1    if to Hoare Govett, to 250 Bishopsgate, London EC2M 4AA (present fax
          no. 020 7678 7635) marked for the attention of Charles Lytle/Company
          Secretary;

14.1.2    if to Marconi, to 338 Euston Road, London NW1 3BT (present fax no. 020
          7409 7748) marked for the attention of the Company Secretary;

       or as otherwise notified by the relevant party in accordance with the
       provisions of this clause 14.

14.2   Any notice or document shall be deemed to have been served:

14.2.1    if delivered, at the time of delivery; or

14.2.2    if posted, at 10.00 am on the second Business Day, or the fourth
          Business Day if posted by air mail, after it was put in the post; or

14.2.3    if sent by facsimile process, upon receipt by the sender of the
          correct answerback or transmission report.

14.3   In proving service of a notice or document it shall be sufficient to
       prove that delivery was made or that the envelope containing the notice
       or document was properly addressed and posted as a prepaid first class
       recorded delivery letter, or full rate air mail if the address is
       overseas or that the facsimile message was properly addressed and
       despatched as the case may be.


15     EFFECTS OF THIS AGREEMENT

       This Agreement shall be binding on each party's successors.


16     COUNTERPARTS

       This Agreement may be entered into in any number of counterparts and by
       the parties to it on separate counterparts, each of which when executed
       and delivered shall be an original, but all the counterparts shall
       together constitute one and the same instrument.


17     GOVERNING LAW AND JURISDICTION

17.1   This Agreement shall be governed by and construed in accordance with
       English law.

17.2   The parties hereby submit for all purposes connected herewith to the
       exclusive jurisdiction of the High Court of Justice in England in
       relation to any matter arising out of this Agreement. All parties
       expressly waive any objections on the grounds of venue.

     IN WITNESS whereof this Agreement has been entered into the day and year
first above written.

                                       13
<PAGE>
                                   SCHEDULE 1

                                   WARRANTIES

                                     PART I


1    THE PLACING SHARES

1.1  Save as disclosed in Part II of this Schedule 1, Marconi is the legal and
     beneficial owner of 44,682,364 Convertible Shares free and clear of any
     lien, charge, claim or other encumbrance or any right of any third party
     whatsoever and will remain so entitled up until completion of the sale and
     purchase of the Placing Shares pursuant to the Placing and that, save as
     disclosed in Part II of this Schedule 1, it has full power and authority to
     enter into this Agreement and to sell, transfer and deliver the Placing
     Shares as contemplated herein free and clear of any lien, charge, claim or
     other encumbrance or any right of any third party whatsoever now or
     hereafter attaching thereto.

1.2  Marconi issued a conversion notice to the Company and the Registrars in
     respect of the Convertible Shares in accordance with Article 16 of the
     Articles of Association of the Company on 27 August 2003 and pursuant to
     Article 16 of the Articles of Association of the Company the Convertible
     Shares will convert into an equivalent number of Ordinary Shares on the
     date of Admission.


2    CORPORATE POWER AND AUTHORITY

     Save as disclosed in Part II of this Schedule 1, Marconi has full power
     under its constitutional documents and applicable law, and all
     authorisations, approvals, consents and licenses required by it have been
     unconditionally obtained and are in full force and effect, to permit it to
     enter into and perform this Agreement; and this Agreement has been duly
     authorised, executed and delivered by it and is a valid and binding
     agreement of it enforceable in accordance with its terms.


3    REGULATORY COMPLIANCE

     To the best of its knowledge and belief, Marconi has complied with and will
     comply with all applicable provisions of FSMA 2000 with respect to anything
     done by it in relation to the Placing Shares in, from or otherwise
     involving the United Kingdom.


4    NO INSIDE INFORMATION

     The sale of the Placing Shares to be sold by Marconi under this Agreement
     will not constitute a breach by it of the Criminal Justice Act 1993 or
     other applicable law or regulations prohibiting "insider dealing" in
     securities.


5    UNITED STATES REPRESENTATIONS

5.1  Neither Marconi, nor any of its affiliates (as defined in Rule 501(b) under
     the US Securities Act of 1933, as amended (the "SECURITIES ACT")), nor any
     person acting on its or their behalf (excluding Hoare Govett, as to whom no
     representation, warranty or undertaking is made) (a) has taken or will take
     any action that would require the registration of the Placing Shares under
     the Securities Act; or (b) has engaged or will engaged or will engage in
     any form of general solicitation or general advertising (within the meaning
     of Rule 502(c) under the Securities Act) in connection with any offer or
     sale of the Placing Shares in the United States.

5.2  The Placing Shares are not of the same class (within the meaning of Rule
     144A) as securities listed on a national securities exchange registered
     under Section 6 of the US Securities Exchange Act of 1934, as amended (the
     "EXCHANGE ACT"), or quoted in a US automated inter-dealer quotation system.

                                       14
<PAGE>
5.3  Neither Marconi nor any of its affiliates (as defined in Rule 405 under the
     Securities Act), nor any person acting on its or their behalf (excluding
     Hoare Govett, as to whom no representation is made) has taken or will take,
     directly or indirectly, any action designed to cause or result in, or that
     has constituted or which might reasonably be expected to cause or result
     in, the stabilisation in violation of applicable laws or manipulation of
     the price of any security of the Company to facilitate the sale or resale
     of the Placing Shares.

5.4  Neither Marconi, nor any of its affiliates (as defined in Rule 405 under
     the Securities Act) nor any person acting on its or their behalf (excluding
     Hoare Govett, as to whom no representation is made) have engaged or will
     engage in any "directed selling efforts" (as defined in Regulation S) with
     respect to the Placing Shares.

5.5  The Company is not, and following the offer and sale of the Placing Shares
     pursuant to this Agreement will not be, an "investment company" under, and
     as such term is defined in, the US Investment Company Act of 1940, as
     amended.

5.6  The Company is a "FOREIGN ISSUER" (as such term is defined in Regulation S)
     and Marconi reasonably believes that there is no "substantial US market
     interest" (as such term is defined in Regulation S) in the Placing Shares
     or in any securities of the same class as the Placing Shares.

                                       15
<PAGE>
                                     PART II

Pursuant to a composite debenture between Marconi and certain of its
subsidiaries and The Law Debenture Trust Corporation p.l.c. ("Security Trustee")
dated 19 May 2003 (the "UK DEBENTURE"), security was granted by Marconi over
certain of its assets, including, but not limited to, the Placing Shares.

The Security Trustee has agreed, pursuant to a deed poll dated 2 September 2003
in favour of Marconi (the "DEED POLL"):

(a)  to irrevocably and unconditionally release and discharge the Placing Shares
     from all security and trusts constituted by the UK Debenture; and

(b)  to re-assign to Marconi all right, title and interest in and to the Placing
     Shares assigned to it under the UK Debenture,

to the intent that the Placing Shares shall henceforth be held freed and
discharged from such security and from all claims under the UK Debenture.

The release of security over the Placing Shares is expressed under the Deed Poll
to take effect upon the determination and agreement of the Placing Price and the
number of Placing Shares pursuant to clause 4.4. The Deed Poll and the share
certificates evidencing the Convertible Shares will be held in escrow until the
Security Trustee confirms that it has received a certificate from Marconi
notifying the Security Trustee of the description and number of Convertible
Shares to be placed under the Placing (the "CONFIRMATION Certificate"), at which
time the Deed Poll and such share certificates will be released to Marconi.

                                       16
<PAGE>
SIGNED by                                            )
for and on behalf of                                 )
HOARE GOVETT LIMITED                                 ) /s/ Charles Lytle
                                                      ..........................
                                                      Duly authorised











SIGNED by                                            )
for and on behalf of                                 )
MARCONI CORPORATION PLC                              ) /s/ Richard McPhail
                                                      ..........................
                                                      Duly authorised

                                       17