DATED                  7 AUGUST                   1997
             ------------------------------------------------------



                    (1) TELEWEST COMMUNICATIONS GROUP LIMITED


                                     - AND -


                               (2) CHARLES BURDICK


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


                                SERVICE AGREEMENT


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






                                 CLIFFORD CHANCE
                              200 ALDERSGATE STREET
                                 LONDON EC1A 4JJ
                                  0171 600 1000
                                    REF: BXH


<PAGE>
THIS AGREEMENT is made the 7 day of August 1997

BETWEEN :

(1)      TELEWEST COMMUNICATIONS GROUP LIMITED whose registered office is at
         Unit 1, Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW
         ("the Company"); and

(2)      CHARLES BURDICK of
         ("the Executive")

WHEREBY it is agreed that the Company shall employ the Executive upon and
subject to the following terms and conditions:-


1.       COMMENCEMENT AND TERM

1.1.     The Executive's employment with the Company under the terms of this
         Agreement shall begin on the date of this Agreement Executive's period
         of continuous employment for statutory purposes also began on the date
         of this Agreement.

1.2.     The employment of the Executive shall (subject to the provisions of
         clause 14) be for an initial fixed period of 24 months from 12 February
         1997 and shall continue thereafter unless and until terminated by the
         Company giving not less than 12 months notice in writing to the
         Executive or by the Executive giving not less than 12 months notice in
         writing to the Company to expire on or at any time after the end of the
         initial fixed period.

1.3.     The Company may at its absolute discretion elect to terminate the
         employment of the Executive with immediate effect by paying to the
         Executive salary and a sum equal to the value to him of the other
         benefits to which he is entitled pursuant to Clauses 4, 5, 7 and 8 in
         lieu of notice.

2.       OBLIGATIONS DURING EMPLOYMENT

2.1.     The Executive shall during the continuance of his employment:-

           (a)   serve the Company and its Associated Companies to the best of
                 his ability in the capacity of Finance Director of TeleWest ;
                 and

<PAGE>
           (b)   faithfully and diligently perform such duties and exercise such
                 powers consistent with his position as Finance Director as the
                 Board may from time to time properly assign to or confer upon
                 him; and

           (c)   if and so long as the Board so directs perform and exercise the
                 said duties and powers on behalf of any Associated Company and
                 act as a director or other officer of any Associated Company;
                 and

           (d)   in the performance of his duties do all which is reasonably
                 within his power to protect promote develop and extend the
                 business interests and reputation of the Group; and

           (e)   at all times and in all respects conform to and comply with the
                 lawful and reasonable directions of the Board ; and

           (f)   promptly give to the Board (in writing if so requested) all
                 such information explanations and assistance as it may require
                 in connection with the business and affairs of TeleWest and any
                 Associated Company for which he is required to perform duties;
                 and

           (g)   unless prevented by sickness injury or other incapacity or as
                 otherwise agreed by the Board devote the whole of his time
                 attention and abilities during his hours of work (which shall
                 be normal business hours and such additional hours as may be
                 necessary for the proper performance of his duties) to the
                 business and affairs of the Company and any Associated Company
                 for which he is required to perform duties; and

           (h)   work at the Company's offices at Unit 1, Genesis Business Park,
                 Albert Drive, Woking, Surrey, GU21 5RW or such other place of
                 business of the Company or any Associated Company within a
                 radius of 50 miles from London which the Board may reasonably
                 require for the proper performance and exercise of his duties
                 and powers and the Executive may be required to travel on the
                 business of the Company and any Associated Company for which he
                 is required to perform duties; and

           (i)   at such times as the Board may reasonably request and at the
                 expense of the Company undergo a medical examination by a
                 doctor of the Company's choice.

2.2.       Notwithstanding the foregoing or any other provision of this
           Agreement the Company shall not be under any obligation to provide
           the Executive with any work and the Company may at any time during
           the continuance of his employment without notice suspend the
           Executive and/or exclude him from all or any premises of the Company

<PAGE>
           or any Associated Company for any period or periods not exceeding six
           months in aggregate provided that throughout any such period the
           Executive's salary and other contractual benefits shall continue to
           be paid or provided by the Company .


3.         FURTHER OBLIGATIONS OF THE EXECUTIVE

3.1.       During the continuance of his employment the Executive shall not
           without the prior written consent of the Board (such consent not to
           be unreasonably withheld or delayed) directly or indirectly carry on
           or be engaged concerned or interested in any other business trade or
           occupation otherwise than as a holder directly or through nominees of
           not more than five per cent in aggregate of any class of shares
           debentures or other securities in issue from time to time of any
           company which are for the time being quoted or dealt in on any
           recognised investment exchange (as defined by Section 207(1) of the
           Financial Services Act 1986) and shall be permitted, with the prior
           written consent of the Board, to accept appointment as a
           non-executive director of another company or companies.

3.2.       The Executive shall during the continuance of his employment comply
           (and shall do all that is reasonably within his power to procure that
           his spouse or partner and his minor children shall comply) with all
           applicable rules of law stock exchange regulations (including the
           "Model Code" issued by The International Stock Exchange of the United
           Kingdom and the Republic of Ireland Limited) and codes of conduct of
           the Company and any Associated Company for the time being in force in
           relation to dealings in shares debentures or other securities of the
           Company or any Associated Company or any unpublished price sensitive
           information affecting the securities of any other company.

3.3.       The Executive shall in relation to any dealings in securities of
           overseas companies comply with all laws of any foreign state
           affecting dealings in the securities of such companies and all
           regulations of any relevant stock exchanges on which such dealings
           take place.

3.4.       During the continuance of his employment the Executive:-

           (a)   shall not directly or indirectly procure accept or obtain for
                 his own benefit (or for the benefit of any other person) any
                 payment rebate discount commission vouchers or other benefit of
                 significant value ("Gratuities") from any third party in
                 respect of any business transacted or proposed to be transacted
                 (whether or not by him) by or on behalf of the Company or any
                 Associated Company; and

<PAGE>
           (b)   shall observe the terms of any policy issued by the Company in
                 relation to Gratuities; and

           (c)   shall immediately disclose and account to the Company for any
                 Gratuities received by him (or by any other person on his
                 behalf or at his instruction).

4.         REMUNERATION

4.1.       The Company shall pay to the Executive during the continuance of his
           employment a salary (which shall accrue from day to day) at the rate
           of (pound)225,000 per year inclusive of any directors' fees payable
           to the Executive under the articles of association of the Company or
           any Associated Company (and any such fees as the Executive shall
           receive he shall pay to the Company). The salary shall be payable by
           equal monthly instalments in arrears on or about the last day of each
           calendar month.

4.2.       The salary payable to the Executive under Clause 4.1 shall be
           increased by such amount as the remuneration committee of the Board
           may in its absolute discretion from time to time decide and notify to
           the Executive in writing.

4.3.       The Executive shall during the continuance of his employment be
           entitled to be paid bonuses payable at the end of each calendar year
           of up to 50% of base salary depending on performance against Company
           and personal objectives.

5.         PENSION SCHEME

5.1        The Company shall pay for the sole benefit of the Executive an annual
           sum equal to the lesser of 10% of the Executive's salary under clause
           4.1 from time to time or the sum permitted by Inland Revenue limits
           as the percentage of net relevant earnings from time to time by equal
           monthly instalments in arrears into the Executive's personal pension
           scheme with Norwich Union (or such other personal pension scheme
           approved under Part XIV of the Income and Corporation Taxes Act 1988
           as the Executive may from time to time direct) and the Executive
           agrees to contribute the annual sum of 2% of the said salary to the
           pension scheme and the Company is hereby authorised to deduct any
           such contributions from the Executive's monthly salary payments.

5.2        A contracting-out certificate is not in force in respect of the
           employment of the Executive.

<PAGE>
6.         SHARE OPTION SCHEMES

           The Executive will within a reasonable time of the date of this
           Agreement be granted options over shares of TeleWest having a value
           of four times the salary payable to the Executive pursuant to clause
           4 at the date of grant under and subject to the terms of the TeleWest
           No.1 Share Option Scheme and the TeleWest No.2 Share Option Scheme.

7.         INSURANCE

7.1.       Subject to his complying with and satisfying any applicable
           requirements of the relevant insurers the Company shall during the
           continuance of his employment:-

           (a)   provide for the Executive and his spouse and children under the
                 age of 18 years membership of the British United Provident
                 Association medical expenses insurance scheme of which he is a
                 member at the date of this Agreement or of such other private
                 medical expenses insurance scheme providing equivalent benefits
                 as the Company may in its absolute discretion from time to time
                 decide;

           (b)   provide the Executive with life assurance cover which in the
                 event of his death during the continuance of his employment may
                 pay to his chosen dependants (subject only to the discretion of
                 the trustees of the appropriate scheme) a lump sum equal to
                 four times his then annual rate of salary; and

           (c)   provide for the Executive membership of the Company's permanent
                 health insurance scheme.

 7.2.      The Company shall at its absolute discretion be entitled to cease to
           provide any or all of the insurances referred to in sub-Clause 7.1.
           (a) (b) and (c) if in the opinion of the Board the medical condition
           of the Executive is or becomes such that the Company is unable to
           secure any such insurance under the rules of any applicable scheme or
           otherwise at reasonable rates or premiums.

8.         COMPANY CAR

8.1.       The Company shall provide the Executive with a car of such make and
           model as the Board shall decide is suitable for him for his sole use
           during the continuance of his employment in respect of which the
           Company shall pay or reimburse the Executive all standing and running

<PAGE>
           costs including the cost of fuel consumed by the car in the course of
           private journeys undertaken by the Executive.

8.2.       The Company shall replace the car with another of such make and model
           (but equivalent to that provided to him at the date of this
           Agreement) and at such intervals as the Board may in its discretion
           decide.

8.3.       The Executive shall at all times and in all respects conform to and
           comply with any policy which may from time to time be made by the
           Company in relation to cars provided by it for the use of its
           employees and in particular the Executive:-

           (a)   shall ensure that at all times when the car is driven on a
                 public highway it is in the state and condition required by law
                 and that a current M.O.T. test certificate is in force in
                 respect of it (if appropriate); and

           (b)   shall at all times be the holder of a current driving licence
                 entitling him to drive motor cars in the United Kingdom and
                 shall produce it to the Company upon request.

 8.4.      For the avoidance of doubt the Company shall be entitled at its
           absolute discretion to withdraw the use of the car provided pursuant
           to this Clause in the circumstances provided for in the Company's car
           policy in force from time to time or if the Executive is disqualified
           from holding a valid current driving licence.

9.         RELOCATION AND ACCOMMODATION

9.1        The Company shall reimburse the Executive for all reasonable
           household and removal expenses incurred by him as a result of a move
           from his present address to an address within reasonable daily
           travelling distance of the Company's offices in Woking up to the
           maximum cost permitted in accordance with the rules of US West
           Overseas Operations, Inc., relating to the secondment of Executives
           outside the United States of America.

9.2        For the period from the date of this Agreement until 31 July 1997 the
           Company shall make available for the use of the Executive and his
           family furnished accommodation within reasonable daily travelling
           distance of the Company's offices in Woking up to a maximum cost of
           (pound)500 per week.

<PAGE>
9.3        On the termination of this Agreement the Company shall reimburse the
           Executive for all reasonable household and removal expenses incurred
           by him as a result of a move from his address in the United Kingdom
           to his choice of location in the United States of America up to the
           maximum cost permitted in accordance with the rules of US West
           Overseas Operations, Inc., relating to the secondment of Executives
           outside the United States of America provided always that the Company
           shall not be required to purchase or provide assistance for the sale
           of any land or accommodation purchased by the Executive in the United
           Kingdom.

10.        EXPENSES

10.1.      The Company shall during the continuance of his employment reimburse
           the Executive in respect of:-

           (a)   all reasonable travelling accommodation entertainment and other
                 similar out-of-pocket expenses wholly exclusively and
                 necessarily incurred by him in or about the performance of his
                 duties; and

           (b)   all reasonable household and removal expenses and other
                 reasonable costs incurred by him as a result of a move from his
                 present address necessitated by the Company's requiring him to
                 work permanently at another location; and

           (c)   up to (pound)5,000 per calendar year for financial and tax
                 advice.

 10.2.     Except where specified to the contrary all expenses shall be
           reimbursed on a monthly basis subject to the Executive providing in
           appropriate circumstances evidence (including receipts invoices
           tickets and/or vouchers as may be appropriate) of the expenditure in
           respect of which he claims reimbursement.

 11.       HOLIDAY

 11.1.     The Executive shall (in addition to the usual public and bank
           holidays) be entitled during the continuance of his employment to 20
           working days' paid holiday in each holiday year of the Company which
           is the calendar year to be taken at such times as shall have been
           approved by the Board.

 11.2.     The Executive shall not be entitled to carry forward any annual
           holiday entitlement foregone by him for any reason during the holiday
           year in which it accrued without the prior written consent of the
           Board.

<PAGE>
 11.3.     Upon the termination of his employment the Executive's entitlement to
           accrued holiday pay (which accrues at the rate of 1.66 days per
           month) shall be calculated on a pro rata basis in respect of each
           completed month of service in the holiday year in which his
           employment terminates and the appropriate amount shall be paid to the
           Executive provided that if the Executive shall have taken more days'
           holiday than his accrued entitlement the Company is hereby authorised
           to make an appropriate deduction from the Executive's final salary
           payment.

 12.       INCAPACITY

 12.1.     Subject to his complying with the Company's procedures relating to
           the notification and certification of periods of absence from work
           the Executive shall continue to be paid his salary (inclusive of any
           statutory sick pay or social security benefits to which he may be
           entitled) during any periods of absence from work due to sickness
           injury or other incapacity up to a maximum of 26 weeks in aggregate
           in any period of 52 consecutive weeks.

 12.2.     If the Executive shall have been absent from work due to sickness
           injury or other incapacity for a continuous period of 26 weeks or
           more then he shall receive such benefits (if any) as are available to
           him under the terms of the Company's permanent health insurance
           scheme or any other applicable scheme or arrangement or (if no such
           benefits are available) such sum (if any) as the Board may in its
           absolute discretion decide.

12.3.      If any incapacity of the Executive shall be caused by any alleged
           action or wrong of a third party and the Executive shall decide to
           claim damages in respect thereof, then the Executive shall use all
           reasonable endeavours to recover damages for loss of earnings over
           the period for which salary has been or will be paid to him by the
           Company under Clause 12.1, and shall account to the Company for any
           such damages recovered (in an amount not exceeding the actual salary
           paid or payable to him by the Company under Clause 12.1 in respect of
           the said period) less any costs borne by him in achieving such
           recovery. The Executive shall keep the Company informed of the
           commencement, progress and outcome of any such claim.

<PAGE>
 13.       CONFIDENTIALITY

13.1.      The Executive shall not (other than in the proper performance of his
           duties or without the prior written consent of the Board or unless
           ordered by a court of competent jurisdiction) at any time either
           during the continuance of his employment or after its termination
           disclose or communicate to any person or use for his own benefit or
           the benefit of any person other than the Company or any Associated
           Company any confidential information which may come to his knowledge
           in the course of his employment and the Executive acknowledges that
           in the course of his duties he should do all which is reasonably
           within his power to prevent the unauthorised publication or misuse of
           any confidential information provided that such restrictions shall
           cease to apply to any confidential information which may enter the
           public domain other than through the default of the Executive.

 13.2.     All notes and memoranda of any trade secret or confidential
           information concerning the business of the Company and the Associated
           Companies or any of its or their suppliers, agents, distributors,
           customers or others which shall have been acquired received or made
           by the Executive during the course of his employment shall be the
           property of the Company and shall be surrendered by the Executive to
           someone duly authorised in that behalf at the termination of his
           employment or at the request of the Board at any time during the
           course of his employment.

 13.3.     For the avoidance of doubt and without prejudice to the generality of
           Clause 13.1 the following is a non-exhaustive list of matters which
           in relation to the Company and the Associated Companies are
           considered confidential and must be treated as such by the
           Executive:-

           (a)   any trade secrets of the Company or any Associated Company; and
           (b)   any information in respect of which the Company or any
                 Associated Company is bound by an obligation of confidence to
                 any third party; and
           (c)   customer lists and details of contacts with or requirements of
                 customers; and
           (d)   any invention technical data know-how instruction or operations
                 manual or other manufacturing or trade secret.

 14.       TERMINATION OF EMPLOYMENT

14.1.      The employment of the Executive may be terminated by the Company
           forthwith without notice or payment in lieu of notice if the
           Executive:-

<PAGE>
           (a)   commits any serious or persistent breach or non-observance of
                 any of the terms, conditions or stipulations contained in this
                 Agreement; or

           (b)   is guilty of any serious negligence or gross misconduct in
                 connection with or affecting the business or affairs of the
                 Company or any Associated Company for which he is required to
                 perform duties; or

           (c)   is guilty of conduct which brings or is likely to bring himself
                 or the Company or any Associated Company into disrepute; or

           (d)   is convicted of an arrestable criminal offence (other than an
                 offence under road traffic legislation in the United Kingdom or
                 elsewhere for which a non-custodial penalty is imposed); or

           (e)   is adjudged bankrupt or makes any arrangement or composition
                 with his creditors or has an interim order made against him
                 pursuant to Section 252 of the Insolvency Act 1986; or

           (f)   in the reasonable opinion of the Board becomes incapable by
                 reason of mental disorder of discharging his duties; or

           (g)   is or becomes prohibited by law from being a director; or

           (h)   voluntarily resigns as a director of the Company;

           (i)   is on the basis of a medical report supplied to the Company
                 following his having undergone a medical examination pursuant
                 to paragraph (i) of Clause 2.1, in the reasonable opinion of
                 the Board medically unfit to perform his duties.


14.2.      If the Executive shall have been absent from work due to sickness
           injury or other incapacity for periods in excess of 26 weeks in
           aggregate in any period of twelve consecutive months the Company may
           terminate his employment by giving to him not less than six months'
           notice in writing expiring at any time provided that the Company
           shall withdraw such notice if during its currency the Executive
           returns to full-time work and provides the Company with a medical
           certificate stating that he has fully recovered and that no
           recurrence of such incapacity may reasonably be anticipated and
           provided that the Company shall not terminate the employment of the

<PAGE>
           Executive if to do so would or would be likely to prejudice the
           Executive's entitlement to benefits (actual or prospective) under the
           Company's permanent health insurance scheme or any other scheme or
           arrangement under which the Executive is or may be entitled to
           benefits in respect of his sickness, injury or incapacity, in which
           event the Executive shall remain an employee of the Company solely
           for the purpose of recouping those benefits and shall not at any time
           thereafter be entitled to perform duties and the Company shall be
           entitled to terminate the employment of the Executive immediately he
           ceases to be entitled to receive benefits under those schemes or
           arrangements.

14.3.      Upon the termination of his employment (for whatever reason and
           howsoever arising) the Executive:-

           (a)        shall not take away conceal or destroy but shall
                      immediately deliver up to the Company all documents (which
                      expression shall include but without limitation notes
                      memoranda correspondence drawings sketches plans designs
                      and any other material upon which data or information is
                      recorded or stored) relating to the business or affairs of
                      the Company or any Associated Company or any of their
                      clients/customers shareholders employees officers
                      suppliers distributors and agents (and the Executive shall
                      not be entitled to retain any copies or reproductions of
                      any such documents) together with any other property
                      belonging to the Company or any Associated Company
                      (including his car and its keys) which may then be in his
                      possession or under his control;

           (b)        shall at the request of the Board immediately resign
                      without claim for compensation from office as a director
                      of the Company and any Associated Company and from any
                      other office held by him in the Company or any Associated
                      Company (but without prejudice to any claim he may have
                      for damages for breach of this Agreement) and in the event
                      of his failure to do so the Company is hereby irrevocably
                      authorised to appoint some person in his name and on his
                      behalf to sign and deliver such resignations to the Board;
                      and

           (c)        shall not at any time thereafter make any untrue or
                      misleading oral or written statement concerning the
                      business and affairs of the Company or any Associated
                      Company nor represent himself or permit himself to be held
                      out as being in any way connected with or interested in
                      the business of the Company or any Associated Company
                      (except as a former employee for the purpose of
                      communicating with prospective employers or complying with
                      any applicable statutory requirements); and
<PAGE>
           (d)        shall immediately repay all outstanding debts or loans due
                      to the Company or any Associated Company and the Company
                      is hereby authorised to deduct from any wages (as defined
                      by Section 7 of the Wages Act 1986) of the Executive a sum
                      equal to any such debts or loans.

 14.4.     If the employment of the Executive is terminated by reason of the
           liquidation of the Company for the purpose of reconstruction or
           amalgamation or as part of any arrangement for the amalgamation or
           reconstruction of the Company not involving insolvency and the
           Executive is offered employment with any concern or undertaking
           resulting from the reconstruction or amalgamation on the same terms
           and conditions as this Agreement then the Executive shall have no
           claim against the Company in respect of such termination.

 15.       EXECUTIVE'S COVENANTS

 15.1.     The Executive acknowledges that during the course of his employment
           with the Company he will receive and have access to confidential
           information of the Company and its Associated Companies he will also
           receive and have access to detailed client/customer lists and
           information relating to the operations and business requirements of
           those clients/customers and accordingly he is willing to enter into
           the covenants described in Clause 15.2 .

 15.2.     The Executive hereby covenants with the Company that he will not for
           the period of twelve months after the termination of his employment
           without the prior written consent of the Board either alone or
           jointly with or on behalf of any person directly or indirectly:-

           (a)        carry on or set up or be employed or engaged by or
                      otherwise assist in or be interested in a business
                      anywhere within the United Kingdom which is similar to or
                      in competition with the business of the provision of
                      television, telephony and other services by cable whether
                      for domestic or business purposes as such business is
                      carried on by the Company and its Associated Companies at
                      the date of such termination;

           (b)        in connection with the carrying on of any business
                      anywhere in the United Kingdom in competition with the
                      business of the provision of television, telephony and
                      other services by cable whether for domestic or business
                      purposes canvass solicit or approach or cause to be
                      canvassed or solicited or approached for orders in respect
                      of any services provided and/or any goods sold by the
                      Company or any Associated Company any person who or which
                      at the date of termination of his employment or at any
                      time during the period of twelve months prior to that date
                      is a customer or client of the Company or any Associated

<PAGE>
                      Company and with whom or which the Executive shall have
                      had dealings during the course of his employment;

           (c)        in connection with the carrying on of any business in the
                      United Kingdom in competition with the business of the
                      provision of television, telephony and other services by
                      cable whether for domestic or business use do business
                      with any person who or which has at any time during the
                      period of twelve months immediately preceding the date of
                      such termination done business with the Company or any
                      Associated Company as a supplier or customer or client or
                      distributor or consultant and with whom or which the
                      Executive shall have had dealings during the course of his
                      employment;

           (d)        solicit or entice away or endeavour to solicit or entice
                      away from the Company or any Associated Company any person
                      who at the date of termination of his employment is
                      employed or engaged by the Company or any Associated
                      Company in a senior capacity and with whom the Executive
                      shall have had contact during the course of his employment
                      (whether or not such person would commit a breach of his
                      contract of employment by so doing);

           provided always that the restriction in clause 15.2(a) above shall
           only apply so as to prohibit the Executive from being employed or
           engaged by Cable and Wireless Communications plc BT plc or BSkyB plc
           (or any subsidiary of either of them) in the event that the
           Executive's employment terminates pursuant to a notice served by
           either party under clause 1.2 above or by the Company making payment
           in lieu of notice under clause 1.3 above.

 15.3.     The covenants contained in Clauses 15.2(a), (b), (c) and (d) are
           intended to be separate and severable and enforceable as such.

 16.       DISCIPLINARY AND GRIEVANCE PROCEDURE

 16.1.     For statutory purposes there is no formal disciplinary procedure in
           relation to the Executive's employment. The Executive shall be
           expected to maintain the highest standards of integrity and
           behaviour.

 16.2.     If the Executive is not satisfied with any disciplinary decision
           taken in relation to him he may apply in writing within 14 days of
           that decision to the Board whose decision shall be final.

 16.3.     If the Executive Director has any grievance in relation to his
           employment he may raise it in writing with the Board whose decision
           shall be final.

<PAGE>
 17.       DIRECTORSHIP

 17.1.     The Executive shall not during his employment voluntarily resign from
           his office as a director of the Company or of TeleWest and he shall
           not do or fail to do anything which causes or is likely to cause him
           to be prohibited by law from continuing to act as a director.

 17.2.     The removal of the Executive from the office of director of the
           Company or TeleWest or the failure of TeleWest in general meeting to
           re-elect the Executive as a director of TeleWest (if he shall be
           obliged to retire by rotation or otherwise pursuant to the articles
           of association of TeleWest) shall terminate the Executive's
           employment under this Agreement. Such termination shall constitute a
           breach by the Company of this Agreement unless it has been terminated
           in accordance with its terms at the date of such removal or failure
           to re-elect or the Company was entitled at the time of such removal
           or failure to re-elect to terminate it pursuant to Clause 14.1.

 18.       NOTICES

 18.1.     Any notice to be given under this Agreement shall be given in writing
           and shall be deemed to be sufficiently served by one party on the
           other if it is delivered personally or is sent by registered or
           recorded delivery pre-paid post (air mail if overseas) addressed to
           either the Company's registered office for the time being or the
           Executive's last known address as the case may be.

 18.2.     Any notice sent by post shall be deemed (in the absence of evidence
           of earlier receipt) to be received 2 days after posting (6 days if
           sent air mail) and in proving the time such notice was sent it shall
           be sufficient to show that the envelope containing it was properly
           addressed stamped and posted.

 19.       MISCELLANEOUS

 19.1.     Any benefits provided by the Company to the Executive or his family
           which are not expressly referred to in this Agreement shall be
           regarded as ex gratia benefits provided at the entire discretion of
           the Company and shall not form part of the Executive's contract of
           employment unless otherwise agreed by the parties after the date of
           this Agreement.

 19.2.     The Company shall be entitled at any time during the Executive's
           employment to make deductions from the Executive's salary or from any
           other sums due to the Executive from the Company or any Associated

<PAGE>
           Company in respect of any overpayment of any kind made to the
           Executive or in respect of any debt or other sum due from him.

 20.       DEFINITIONS AND INTERPRETATION

 20.1.     In this Agreement unless the context otherwise requires words and
           phrases defined in Part XXVI of the Companies Act 1985 have the same
           meanings thereby attributed to them and the following expressions
           have the following meanings:-

           "ASSOCIATED COMPANY"
           any company which is a holding company or a subsidiary of the Company
           or a subsidiary of the Company's holding company but excluding US
           West Inc., and Tele-Communications Inc, and any subsidiary or holding
           company of either of them.

           "THE BOARD"
           the Board of Directors for the time being of TeleWest including any
           duly appointed committee thereof or the directors present at a
           meeting of the directors of TeleWest at which a quorum is present but
           excluding the Executive (as appropriate).

           "GROUP"
           the Company and the Associated Companies (excluding US West Inc., and
           Tele-Communications Inc., and any holding or subsidiary company of
           either of them).

           "TELEWEST"
           TeleWest plc, whose registered office is at Unit 1, Genesis Business
           Park, Albert Drive, Woking, Surrey GU21 5RW, the holding company of
           TeleWest Communications Group Limited.

 20.2.     The headings in this Agreement are for convenience only and shall not
           affect its construction or interpretation.

 20.3.     References in this Agreement to Clauses and paragraphs are references
           to Clauses and paragraphs to this Agreement.

 20.4.     Any reference in this Agreement to the employment of the Executive is
           a reference to his employment by the Company whether or not during
           the currency of this Agreement.

<PAGE>
 20.5.     Any reference in this Agreement to a person shall where the context
           permits include a reference to a body corporate and to any
           unincorporated body of persons.

 20.6.     Any word in this Agreement which denotes the singular shall where the
           context permits include the plural and vice versa and any word in
           this Agreement which denotes to the masculine gender shall where the
           context permits include the feminine and/or the neuter genders and
           vice versa.

 20.7.     Any reference in this Agreement to a statutory provision shall be
           deemed to include a reference to any statutory amendment modification
           or re-enactment of it.

 20.8.     This Agreement contains the entire understanding between the parties
           and supersedes all (if any) subsisting agreements arrangements and
           understandings relating to the employment of the Executive which such
           agreements arrangements and understandings shall be deemed to have
           been terminated by mutual consent provided that the Executive shall
           remain entitled to any benefits accrued up to the date of termination
           of such subsisting agreements arrangements and understandings.

 20.9.     This Agreement is governed by and shall be construed in accordance
           with the laws of England and the parties to this Agreement hereby
           submit to the exclusive jurisdiction of the English courts.

 IN WITNESS whereof this Agreement has been executed as a deed by the parties
 hereto and is intended to be and is hereby delivered on the date first above
 written


<PAGE>
 Executed as a deed by                 )

 TELEWEST COMMUNICATIONS GROUP LIMITED )


------------------------------
 Director



 /s/ Victoria Hull
------------------------------
 Secretary


 Signed as a deed by                       )

 CHARLES BURDICK   /s/ Charles Burdick     )

 in the presence of:-                      )



 Signature        /s/ Susan Holmes
                  -----------------------------

 Name             Susan Holmes

 Address          52 Wycliffe Road
                  Battersea SW11 5QR

 Occupation       Executive Assistant