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                                                                     EXHIBIT 4.1


10th October 2001


Mr. James Boucher
30 Waterside Plaza
Apartment 11D
New York, NY  10010


Dear Jim:

I am pleased to confirm our offer of employment as Vice President, Construction
reporting to the Acting President of Networks, Frank Denniston.

This offer is made subject to your acceptance of the terms and conditions of
employment detailed below and in the Employee Handbook and its attachments which
are enclosed. It is also subject to you submitting to and successfully passing a
medical examination by a FLAG appointed physician. The medical examination will
include a drug screening.

This employment will be based in FLAG's office in Dubai, U.A.E. and you will be
required to and will agree to travel as necessary in the performance of your
duties. FLAG will reimburse actual and reasonable expenses in connection with
business travel or temporary stay at an interim location pending relocation.

The employment is subject to UAE Labour Law and conditional on FLAG being able
to obtain the required visas and permits for you to live and work in the UAE.

Your basic salary will be US$190,000 per annum payable monthly in arrears.

You will be eligible to receive a bonus targeted at 50% of base salary (pro rata
for part years). Bonus earnings will be determined by the Chairman and Chief
Executive Officer, based on your performance against specific objectives, which
will be mutually agreed with you. It will be possible to exceed the target bonus
amount.

The Chairman has committed to request the Board to grant you options of 30,000
shares. Vesting will be based on service over a minimum three year timeframe,
with no more than 10,000 shares vesting on the first anniversary of the date of
grant, 10,000 shares vesting on the second anniversary of the date of grant and
10,000 shares vesting on the third anniversary of the date of grant. The vesting
of 25% of the annual maximum of 30,000 shares will be contingent on FLAG Telecom
meeting its published revenue targets. If such targets are not met, the vesting
of such 25% shall be as determined by an internal compensation committee. The
award will be subject to the rules of the Long Term Incentive Plan. Full details
of the scheme will be provided to you subject to that approval being granted. In
the unlikely event of approval not being granted, you may terminate your
employment and require FLAG to repatriate you to your point of origin or the
United States and you will be entitled to receive 3 months salary in full
settlement of all obligations under this agreement.

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FLAG will provide you with the use of an appropriate vehicle to a maximum value
in Dubai of US$35,000. The vehicle will be insured and maintained by FLAG.
Running costs for private use including home to office travel will be at your
own expense.

FLAG will reimburse the reasonable cost of moving your household effects from
Saudi Arabia to the UK, subject to the Company being able to select from two
quotations provided by you, and similarly on return to the same or different
point of origin. The Company will also provide business class air travel for you
and your family for a pre-move visit to secure accommodations. We will also pay
for the relocation and final demobilisation costs for you and your family back
to the United States. FLAG will pay a lump sum relocation allowance of
US$20,000.

Your leave entitlement will be 22 days per year, to be taken at the discretion
of management. You will also be entitled to receive round trip business class
air travel from Dubai to the United States for yourself and authorised
accompanying family members every 6 months.

This offer is contingent upon a 3-month probationary period. During this period,
either you or the company can sever this relationship with four week's notice in
writing. Upon successful completion of your probationary period and in the
unlikely event that FLAG determines to end your employment without cause, we
will provide you with 6 months notice in writing. You will also be required to
provide FLAG with 6 months notice in writing if you care to separate your
employment with FLAG at your request.

After the completion of your probationary period, you will be entitled to a
housing allowance of up to US$40,000 per annum to cover housing costs, including
utilities. FLAG will also pay up to US$40,000 in respect of hard and soft
furnishings and appliances. These items will remain the property of FLAG
Limited. Please note that FLAG reserves the right to provide these benefits from
existing assets or commitments to the limits specified.

FLAG will provide tax protection such that you will not be required to pay any
more tax on your FLAG source income and benefits than you would had they been
earned in the United States.

You will be entitled to participate in the FLAG employee benefits plan which
provides Medical/Dental, Accident, and Disability insurance coverage. FLAG will
take out Life Insurance for you in the amount of US$500,000 subject to FLAG's
insurance carrier accepting the application. You will also be entitled to
participate in the FLAG retirement scheme, a copy of which will also be provided
to you for your information.

You will also be provided with the following:

o     Reimbursement of the cost of preparing your tax returns for the US.

o     Reimbursement of the cost for a weekly mail forwarding service in the
      United States not to exceed $4,000 per annum.

I look forward to welcoming you to the FLAG team.

Please sign and return one copy of this letter, the first page of the Employee
Handbook, one copy of Appendix 4 - Restrictive Covenants, one copy of Appendix 5
- Insider Trading to indicate your acceptance of our offer and its associated
terms and conditions.

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Yours sincerely,

/s/ JOHN L. DRAHEIM
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JOHN L. DRAHEIM
VICE PRESIDENT CORPORATE SERVICES



Signed:  /s/ JAMES BOUCHER     Date:  October 12, 2001
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