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                                                                  Exhibit 10.49


                                Document:  Executive Director (non-commissioned)


12th December 1996

[name]
[address]



Dear [name]

The recently proposed merger of NYNEX CableComms, Bell Cablemedia and Mercury
has undoubtedly created uncertainty amongst our employees.

We now face the task of managing the business over the coming months, without
either losing key players nor taking the eye off the ball of maintaining good
company performance.

As an Executive Director, you are a key to the success of the business over the
coming months.  It is important that personal worries and uncertainties be
alleviated to the extent possible so as to not interfere with business
activities, and that your efforts are fully focused at this critical time on
achieving business objectives.

This circumstance has lead to the introduction of a performance-based loyalty
bonus ("Loyalty Bonus") and an improved payment in the event of severance
("Severance Payment") for Executive Directors, as follows:

LOYALTY BONUS

A taxable Loyalty Bonus of up to 60% of base salary will be payable to you upon
the Loyalty Bonus Date, such date being either

      (a)  the date of successful completion of the merger; or
      (b)  the date at which it is confirmed that the proposed merger
           will not proceed.

This Loyalty Bonus will be discretionary and performance-related, and is
subject to your being an active employee of NYNEX CableComms or any associated
or successor company on the Loyalty Bonus Date.   My recommendations on any
Loyalty Bonus to be awarded will be based on your contribution to the success
of the business over the period and will be made in consultation with the
Chairman, Dick Blackburn, and subject to review by the Remuneration Committee
of NYNEX CableComms.
                                                                   1/...........





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SEVERANCE PAYMENT

A Severance Payment of twelve months compensation would be payable in the event
of dismissal by reason of redundancy (within the meaning of the Employment
Rights Act 1996), such dismissal being the direct consequence of the completion
of the merger of NYNEX Cablecomms, Bell Cablemedia and Mercury.  The Severance
Payment would provide three months in lieu of notice pay and an amount
equivalent to nine months basic pay, and would be inclusive of existing notice
provisions and any and all other statutory or contractual entitlements.  The
Severance Payment would also be subject to completion of a compromise agreement
in form and substance satisfactory to the company.

Please note that we are currently in discussions with the Inland Revenue to
confirm the taxable status of the various elements of the Severance Payment and
will advise accordingly when we have received written confirmation.

Please also note that the improved Severance Payment is only available to
employees not on secondment from NYNEX Corporation because such assignments, in
this regard, are governed by NYNEX Corporation personnel policies.

I appreciate your efforts in developing the business.  I hope these
arrangements will be received positively by you and will help us to continue to
effectively work as a team over the challenging and exciting months ahead.


Yours sincerely





John Killian
President & Chief Executive Officer