AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of June
16, 2005, by and between Telewest Global, Inc., a Delaware corporation (the
"Company"), and Barry Elson (the "Executive");

     WHEREAS, the Executive has been serving as Acting Chief Executive
Officer of the Company pursuant to an Employment Agreement, dated as of
July 19, 2004, to which he and the Company are parties (the "Employment
Agreement");

     WHEREAS, pursuant to the Employment Agreement, Mr. Elson is permitted
to terminate his employment and receive certain severance pay and benefits
as specified therein if the Company does not offer to appoint him as
permanent Chief Executive Officer prior to April 19, 2005;

     WHEREAS, to date, the Company has not offered to appoint Mr. Elson as
Chief Executive Officer; and

     WHEREAS, notwithstanding the absence of such an offer, Mr. Elson has
indicated his willingness to continue to serve as Acting Chief Executive
Officer pursuant to the terms and conditions of the Employment Agreement,
but subject to his continuing right to terminate his employment and receive
the severance pay and benefits as specified therein;

     NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Employment Agreement, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Continuation of Employment Term. Notwithstanding Section 1 of the
Employment Agreement, the Executive's employment and the Employment Term
shall continue until the earliest to occur of one of the events set forth
in Section 6(a) of the Employment Agreement.

     2. Entitlement to Severance Pay and Benefits upon Voluntary
Resignation. Notwithstanding Sections 7(a) and 7(b) of the Employment
Agreement, if (x) the Executive's employment is terminated by the Executive
for any reason following April 19, 2005 pursuant to Section 6(a)(v) of the
Employment Agreement and (y) on the date that the Executive provides notice
of the termination as required by the Employment Agreement, the Company has
not offered to appoint the Executive as permanent Chief Executive Officer
on substantially the same terms and conditions as set forth in the
Employment Agreement, the Executive shall, subject to Section 7(d) of the
Employment Agreement, be entitled to the payments and benefits set forth in
Section 7(b) of the Employment Agreement (including, without limitation,
the Severance Pay).

     3. Continued Vesting in Equity Compensation. For avoidance of doubt,
the Company and the Executive acknowledge that, for so long as the
Executive is employed by the Company, the Executive shall continue to vest
in the stock option evidenced by the Stock Option Agreement attached as
Exhibit A to the Employment Agreement and the Stock Appreciation Right and
Stock Unit Agreement attached as Exhibit B to the Employment Agreement
(such Stock Option Agreement and such Stock Appreciation Right and Stock
Unit Agreement, collectively, the "Equity Agreements").

     4. Incorporation of the Amendment into the Employment Agreement. This
Amendment shall, upon its execution and delivery by the parties, constitute
an amendment of the Employment Agreement and shall be deemed incorporated
into the Employment Agreement as if fully set forth therein. Except as
modified by the Amendment, the Employment Agreement shall remain in full
force and effect in accordance with its terms. This Amendment, the
Employment Agreement and the Equity Agreements constitute the entire
agreement and supersede all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter
hereof and thereof. Capitalized terms used but not defined herein shall
have the meaning set forth in the Employment Agreement.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by authority of the Compensation Committee of its Board of
Directors, and the Executive has hereunto set the Executive's hand, on the
day and year first above written.


                                                   TELEWEST GLOBAL, INC.



/s/ Barry Elson                                    /s/ Cob Stenham
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       Barry Elson                                 By:  Cob Stenham
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                                                   Its: Chairman
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