DATED 11 AUGUST 2005
                            --------------------





                             NTL GROUP LIMITED


                                    and


                                NEIL BERKETT









                 ==========================================

                             SERVICE AGREEMENT

                 ==========================================













                             [graphic omitted]

                             NTL GROUP LIMITED
                         BARTLEY WOOD BUSINESS PARK
                                    HOOK
                                 HAMPSHIRE
                                  RG27 9UP

<PAGE>
                                  CONTENTS

CLAUSE                                                          PAGE

1        DEFINITIONS AND INTERPRETATION                             1

2        TERM OF EMPLOYMENT                                         2

3        DUTIES                                                     2

4        HOURS OF WORK                                              3

5        GRATUITIES                                                 3

6        CODES OF CONDUCT                                           4

7        REMUNERATION                                               4

8        PENSION SCHEME                                             5

9        OTHER BENEFITS                                             5

10       SHARE OPTIONS                                              6

11       COMPANY CAR ALLOWANCE                                      6

12       FUEL                                                       7

13       EXPENSES                                                   7

14       ANNUAL LEAVE                                               7

15       ILLNESS                                                    8

16       RESTRICTIONS DURING EMPLOYMENT                             8

17       INTELLECTUAL PROPERTY                                      9

18       CONFIDENTIALITY                                            9

19       DATA PROTECTION                                           10

20       DEDUCTIONS FROM SALARY                                    10

21       HEALTH AND SAFETY                                         11

22       ENTITLEMENT TO WORK IN THE UK                             11

23       MONITORING                                                11

24       TERMINATION OF EMPLOYMENT                                 11

25       SUSPENSION AND GARDEN LEAVE                               13

26       TERMINATION AND RETURN OF COMPANY PROPERTY                14

27       RECONSTRUCTION OR AMALGAMATION                            14

28       RESTRICTIONS AFTER EMPLOYMENT                             15

29       SEVERABILITY                                              18

30       THIRD PARTIES                                             18

31       NOTICES                                                   18

32       STATUTORY INFORMATION                                     19

33       MISCELLANEOUS                                             19

34       CHANGES TO TERMS AND CONDITIONS                           19

SCHEDULE 1

         Statement Of Particulars Pursuant To The Employment
         Rights Act 1996                                           20

SCHEDULE 2

         Certificate of Compliance                                 21




<PAGE>

THIS DEED is made on 11 August 2005

BETWEEN:

(1)  NTL GROUP LIMITED  whose  registered  office is at ntl House,  Bartley
     Wood Business Park, Hook, Hampshire, RG27 9UP (the "COMPANY"); and

(2)  Neil Berkett of Woodpeckers,  31 Meadway,  Esher, Surrey KT10 9HG (the
     "EXECUTIVE").

RECITAL

The Company shall employ the  Executive  and the Executive  shall serve the
Company as "CHIEF OPERATING  OFFICER" of the Company on the following terms
and subject to the following conditions (the "AGREEMENT"):

NOW THIS DEED WITNESSES:

1         DEFINITIONS AND INTERPRETATION

1.1       In this  Agreement  unless the  context  otherwise  requires  the
          following expressions shall have the following meanings:

          "BOARD"

          the board of  directors  from time to time of the  Company or any
          Group Company as the case may be (including  any committee of the
          board duly appointed by it);

          "CHANGE IN CONTROL"

          as defined in APPENDIX D;

          "GROUP"

          the  Company,  its holding  company (as defined in Section 736 of
          the Companies Act 1985) and its group undertakings (as defined in
          Sections 258 and 259 of the Companies Act 1985) from time to time
          and "GROUP  COMPANY"  means any one of them and  "GROUP  COMPANY"
          includes, without limitation, NTL Incorporated;

          "REGULATIONS"

          the Working Time Regulations 1998; and

          "TERMINATION WITHOUT CAUSE"

          as defined in APPENDIX D.

1.2       Any reference to a statutory provision shall be deemed to include
          a reference to any statutory modification or re-enactment of it.

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

1.4       References in this Agreement to a person include a body corporate
          and an  incorporated  association  of persons and references to a
          company include any body corporate.

1.5       Where  appropriate,  references  to  the  Executive  include  his
          personal representatives.

2         TERM OF EMPLOYMENT

2.1       The  employment of the Executive  shall  commence on 26 September
          2005 (the  "EFFECTIVE  DATE"),  and  (subject to  termination  as
          provided below) shall be for an indefinite  period  terminable by
          the Company  giving to the Executive 12 months' notice in writing
          and by the  Executive  giving to the Company 6 months'  notice in
          writing.

2.2       Notwithstanding  clause 2.1 above the employment of the Executive
          shall  automatically  terminate  on the day  when  the  Executive
          reaches age 65.

2.3       The Executive  represents and warrants that he is not bound by or
          subject to any contract,  court order, agreement,  arrangement or
          undertaking  which in any way  restricts  or  prohibits  him from
          entering into this  Agreement or  performing  his duties under it
          and  undertakes  to  indemnify  the  Company  against any claims,
          costs,  damages,  liabilities  or expenses  which the Company may
          incur as a result of any  claim  that he is in breach of any such
          obligations.

3         DUTIES

3.1       The Executive shall during his employment under this Agreement:

          3.1.1     perform the duties and  exercise  the powers  which the
                    Board may from time to time  properly  assign to him in
                    his   capacity  as  Chief   Operating   Officer  or  in
                    connection  with  the  conduct  and  management  of the
                    business  of the  Company or the  business of any Group
                    Company  (including  serving on the board of such Group
                    Company or on any other executive body or any committee
                    of such a company);

          3.1.2     do all in his power to promote, develop and protect the
                    business of the  Company  and any Group  Company and at
                    all times and in all  respects  conform  to and  comply
                    with  the  proper   and   reasonable   directions   and
                    regulations of the Board;

          3.1.3     devote the whole of his working  time and  attention to
                    the duties assigned to him;

          3.1.4     faithfully  and  diligently  serve the  Company and the
                    Group;

          3.1.5     act in the best  interests of the Company and any Group
                    Company;

          3.1.6     comply with his fiduciary duties;

          3.1.7     not enter into any  arrangement  on behalf of any Group
                    Company  which is outside its normal course of business
                    or his  normal  duties  or which  contains  unusual  or
                    onerous terms; and

          3.1.8     report the  wrongdoing  (including  acts of misconduct,
                    dishonesty,   breaches  of  contract,  fiduciary  duty,
                    company  rules or the rules of the relevant  regulatory
                    bodies) whether committed, contemplated or discussed by
                    any other  director  or member of staff of the  Company
                    and any Group  Company of which the Executive was aware
                    to the Board immediately,  irrespective of whether this
                    may involve some degree of self incrimination.

3.2       The Executive shall give to the Board such information  regarding
          the affairs of the Group as it shall  require,  and in any event,
          report regularly and keep the Board informed.

3.3       The Executive  shall carry out his duties and exercise his powers
          jointly with any other executive(s) appointed by the Board to act
          jointly  with  him and the  Board  may at any  time  require  the
          Executive  to  cease  performing  or  exercising  the said or any
          duties or powers.

3.4       The Executive's normal place of work will be Hook, Hampshire (and
          such  London and  Hammersmith  offices as may be  directed by the
          Board or the President). The Executive agrees that he may however
          work in any place within the United  Kingdom  which the Board may
          require and he may be required to travel  abroad when required by
          the Group for the proper performance of his duties.

3.5       If the Company  requires the Executive to work  permanently  at a
          place which necessitates a move from his present home address the
          Company will  reimburse the  Executive  for all eligible  removal
          expenses in accordance with the terms of the Company's Relocation
          policy in force from time to time.

4         HOURS OF WORK

4.1       The Executive  shall have no normal hours of work but is required
          to devote  such time to his work as is  necessary  for the proper
          performance of his duties.

4.2       The parties agree that the nature of the Executive's  position is
          such that his employment is not and cannot be measured and so his
          employment  falls  within  the  scope  of  Regulation  20 of  the
          Regulations.

5         GRATUITIES

5.1       The  Executive  shall  not  directly  or  indirectly  accept  any
          commission,  rebate, discount or gratuity in cash or in kind from
          any  person  who has or is having or is likely to have a business
          relationship  with the  Company or any Group  Company  unless the
          gratuity  is of  minimal  value  and only  made on an  occasional
          basis.

5.2       Notwithstanding  Clause 5.1 above,  the Executive  shall register
          any such gratuity on the Gifts and Hospitality Register,  whether
          or not any such gift or hospitality  is accepted.  Details of the
          Gifts and Hospitality Register are available from Human Resources
          or via the Human Resources intranet site.

6         CODES OF CONDUCT

6.1       Subject to the terms of Clause 16 the Executive shall comply (and
          procure that his spouse and minor children shall comply) with all
          applicable  rules and  regulations of the NASDAQ Exchange and the
          laws of the  United  States of  America  applicable  to any Group
          Company, including without limitation the regulations of the U.S.
          Securities and Exchange Commission.

6.2       The Executive shall comply with any Codes of Conduct of the Group
          (including  but not  limited  to the  Company's  Code of  Conduct
          together  with the Code of Ethics  for  Principle  Executive  and
          Senior Officers of NTL Incorporated and the Company's  Disclosure
          Policy and Insider Trading Policy) from time to time in force and
          any other relevant regulatory authority.  The Company may require
          from time to time  questionnaires  or other forms to be completed
          by the  Executive in  connection  with these Codes of Conduct and
          other policies; the Executive agrees to complete these forms in a
          timely fashion.

6.3       The Executive shall sign the Company's  Certificate of Compliance
          in  relation  to any such  codes;  a copy of the  Certificate  is
          appended to this  Agreement  under  SCHEDULE 2. In the event that
          the Company requires further certifications, the Executive agrees
          to comply in a timely fashion.

7         REMUNERATION

7.1       The  Company  shall pay to the  Executive a salary at the rate of
          three hundred and seventy five thousand  pounds  ((pound)375,000)
          gross per year subject to deductions  for income tax and national
          insurance  contributions and inclusive of any fees payable to him
          by reason of his  holding  any Office in the Company or any Group
          Company.

7.2       The  Executive's  salary  shall  accrue  from  day to day  and be
          payable by equal monthly  instalments  in arrears on or about the
          last working day of each month.

7.3       The Executive's  salary shall be reviewed once in every year; the
          first review to be on or about  September  2006.  Thereafter  the
          review date will normally be the 1 July of each  following  year.
          The  undertaking of a salary review does not confer a contractual
          right (whether  express or implied) to any increase in salary and
          the  Executive  acknowledges  that any salary  increase is at the
          discretion of the Company.

7.4       The  Executive  is  eligible  to  participate  in  the  Company's
          Executive  Bonus Scheme subject to the rules as amended from time
          to time.  The  payment  of any  bonus  together  with any  amount
          payable is at the Company's absolute discretion and may from time
          to time be determined by the Board. Any bonus payment will not be
          part of the contractual  remuneration or fixed salary  hereunder.
          Details of the Executive Bonus Scheme will be communicated to the
          Executive separately.

7.5       Entitlement to any bonus is conditional  upon the Executive being
          employed on the last  calendar day of the  relevant  bonus period
          (currently 31  December).  The  Executive  acknowledges  that the
          termination  of the  Executive's  employment  whether  lawful  or
          unlawful  prior to the last  calendar day of the relevant  period
          shall  not  in any  circumstance  give  rise  to a  claim  by the
          Executive for  compensation in lieu of such bonus or compensation
          to cover the loss of  opportunity  to earn such  bonus;  provided
          however that the Company will in good faith consider making a pro
          rata bonus payment to the Executive, in its sole discretion.

7.6       The Executive shall have the right to receive options to purchase
          current stock of NTL Incorporated as described in APPENDIX C.

8         PENSION SCHEME

8.1       The Company currently operates a contributory pension scheme with
          Winterthur  Life GPP  Pension  Plan (the  "PENSION  SCHEME").  An
          outline  description  of the terms of the Pension  Scheme are set
          out in the member's  guide.  A copy of this document is available
          to the Executive on request from Human Resources. At any time the
          Company  may  elect to  suspend  or  terminate  operation  of the
          Pension  Scheme  and may or may not elect to  replace  the scheme
          with another arrangement.

8.2       The  Executive  is  entitled  to become a member  of the  Pension
          Scheme  subject to its terms and Inland Revenue limits as amended
          from time to time. The Company shall deduct from the  Executive's
          salary any contributions  payable by him from time to time to the
          Pension  Scheme or any other pension scheme of the Group of which
          he becomes a member.

8.3       For each full twelve month period during employment,  the Company
          shall cause a contribution of 20% of Base Salary to be made to an
          agreed upon pension scheme,  and to the maximum extent  possible,
          such  contribution  shall be made to a pension scheme approved by
          the Inland Revenue.  All such  contributions  shall be subject to
          the  applicable  law,  and,  to the extent any such  contribution
          cannot be made to such  pension  scheme under  applicable  Inland
          Revenue  rules or  applicable  law,  it shall as  directed by the
          Executive.

9         OTHER BENEFITS

9.1       The Executive  may  participate  in the  following  schemes (each
          referred to below as an "INSURANCE SCHEME"):

          9.1.1     a private medical  expenses  insurance scheme providing
                    such cover for the Executive and his spouse/partner and
                    children [as defined in the rules of the scheme] as the
                    Company may from time to time notify to the  Executive.
                    This  benefit  will be subject to  deduction  of tax in
                    line with Inland Revenue requirements;

          9.1.2     a private dental  insurance scheme providing such cover
                    for the Executive and his spouse/partner as the Company
                    may from  time to time  notify to the  Executive.  This
                    benefit will be subject to the deduction of tax in line
                    with Inland Revenue requirements;

          9.1.3     a salary continuance or long-term  disability insurance
                    scheme  providing  such cover for the  Executive as the
                    Company may from time to time notify to him;

          9.1.4     a life insurance  scheme under which a lump sum benefit
                    shall be payable on the  Executive's  death  while this
                    Agreement continues; the benefit of which shall be paid
                    to  such   dependants   of  the   Executive   or  other
                    beneficiary  as the  trustees  of the scheme  select at
                    their  discretion,  after considering any beneficiaries
                    identified  by the  Executive in any  expression of the
                    Executive's wishes delivered to the trustees before his
                    death.  The benefit is equal to 4 times the Executive's
                    annual  gross  earnings  at his death but annual  gross
                    earnings for this  purpose  shall not exceed the Inland
                    Revenue  limits.  The Executive is required to complete
                    all necessary  paperwork to ensure  eligibility to full
                    benefit  under  the  scheme.  The  Company  accepts  no
                    liability  should full payment not be made on the basis
                    that the Executive has failed to complete the requisite
                    paperwork.  The  Executive  may be  required to undergo
                    examinations  by  a  medical   examiner   appointed  or
                    approved  by  the  Company  in   connection   with  the
                    operation of the scheme; and/or

          9.1.5     a personal  accident  insurance  scheme  providing such
                    cover for the Executive as the Company may from time to
                    time notify to him.

9.2       Benefits under any insurance scheme shall be subject to the rules
          of the scheme(s) and the terms of any applicable insurance policy
          and  are  conditional  upon  the  Executive  complying  with  and
          satisfying any applicable requirements of the insurers. Copies of
          these rules and  policies  and  particulars  of the  requirements
          shall be provided to the Executive on request.  The Company shall
          not have any liability to pay any benefit to the Executive  under
          any insurance  scheme  unless it receives  payment of the benefit
          from the insurer under the scheme. The Company reserves the right
          to amend or withdraw any insurance  scheme at its discretion from
          time to time.

9.3       Any insurance  scheme which is provided for the Executive is also
          subject to the Company's right to alter the cover provided or any
          term of the scheme or to cease to provide  (without  replacement)
          the scheme at any time.

9.4       The provision of any insurance scheme does not in any way prevent
          the  Company  from  lawfully   terminating   this   Agreement  in
          accordance with the provisions of this Agreement even if to do so
          would  deprive the  Executive of membership of or cover under any
          such scheme.

10        SHARE OPTIONS

          The Executive  shall be entitled to participate in the 2004 Stock
          Incentive  Plan for the time being in force  subject to the rules
          applicable  to such scheme as amended or varied from time to time
          at the Company's discretion.  The Executive shall not be entitled
          to any  compensation  for the loss of this benefit or the loss of
          opportunity to benefit on termination of this Agreement,  whether
          the Agreement is lawfully  terminated or not. Details of the 2004
          Stock  Incentive  Plan  shall be  communicated  to the  Executive
          separately.

11        COMPANY CAR ALLOWANCE

          The Company shall provide the  Executive  with a  non-pensionable
          car   allowance   of  eight   hundred   and  eighty  five  pounds
          ((pound)885) gross per month payable monthly in arrears, together
          with  payment of salary  pursuant  to Clause 7. Full  details are
          contained  in the  Perk  Car  Policy  and  Fuel  Policy  which is
          available on the  Company's  Intranet.  The Company  reserves the
          right to review and amend  these  policies  at any time.  It is a
          condition  of  the  Executive's  employment  that  the  Executive
          retains  a current  full  driving  licence  (valid in the UK) and
          complies  with the rules of the  prevailing  Perk Car  Policy and
          Fuel Policy.

12        FUEL

          The Executive  will be allocated a fuel card which should be used
          for the purchase of fuel for all  reasonable  fuel expenses (both
          business and private) for the  nominated  funded car.  Reasonable
          private fuel is as considered  by the Board.  The total amount of
          fuel  charged  to the fuel card will be  declared  to the  Inland
          Revenue on the  Executive's  P11D. This will be subject to income
          tax and  national  insurance.  The  Executive  should  arrange to
          declare his  business  mileage to the Inland  Revenue in order to
          gain  tax  relief,  which  is a direct  arrangement  between  the
          Executive and the Inland Revenue. The Company recommends that the
          Executive consults an independent tax expert for advice.  Further
          details are  contained  in the  Company's  Fuel  Policy  which is
          available on the Company's Intranet.

13        EXPENSES

          The Company  shall  reimburse  or procure  that the  Executive is
          reimbursed all expenses  properly incurred in accordance with the
          Company's  Travel and Expenses  policy in force from time to time
          and available on the Company's Intranet or from Human Resources.

14        ANNUAL LEAVE

14.1      The  Executive  is  entitled  to 28 days  holiday  with pay every
          calendar year in addition to bank and other public holidays.  The
          Company's holiday year runs from 1 January to 31 December.

14.2      The Executive's holiday entitlement is inclusive of his statutory
          entitlement which is twenty (20) days per annum. When calculating
          the Executive's  statutory  entitlement  bank and public holidays
          are taken into account.

14.3      The Company may refuse to allow the  Executive to take holiday in
          circumstances  where  it would be  inconvenient  to the  business
          (including  bank or public  holidays).  The Company  reserves the
          right to refuse  holiday  (including  holiday that has previously
          been  approved) up to and including the day before the holiday is
          due to be taken. In such  circumstances  the Company will however
          attempt to give as much notice as reasonably possible.

14.4      If either party serves  notice to terminate  the  employment  the
          Board may  require the  Executive  to take any accrued but unused
          holiday  entitlement during the notice period (whether or not the
          Company has  exercised  its rights  under  Clause  25.2  ("GARDEN
          LEAVE").

14.5      In all other respects  unless  detailed  above,  the Executive is
          subject to the terms of the  Company's  annual leave policy which
          is available on the Company Intranet or from Human Resources.

15        ILLNESS

15.1      If the  Executive  is absent from work due to sickness or injury,
          the  Executive  may be eligible  for Company  sick pay,  which is
          payable at the  Company's  absolute  discretion.  Subject to this
          discretion and provided the Executive  complies with the Sickness
          Absence Policy requirements, the Executive will be paid according
          to the Executive's  normal basic salary rate. Further details are
          set  out  in the  Company's  Sickness  Absence  Policy  which  is
          available on the Company's Intranet or can be obtained from Human
          Resources.

15.2      If the Executive is incapable of performing  his duties by reason
          of injury  sustained  wholly or partly as a result of negligence,
          nuisance or breach of any  statutory  duty on the part of a third
          party and the Executive recovers an amount by way of compensation
          for loss of earnings from that third party, he shall  immediately
          pay that part of such amount to the Company which relates to loss
          of  earnings  for the  period  during  which  he was  paid by the
          Company but unable to perform his duties under the Agreement.

15.3      The Company shall be entitled to require the Executive to undergo
          examinations  from time to time by a medical adviser appointed or
          approved by the Company and the Executive  authorises the medical
          adviser  and/or will  provide such  consents as are  necessary to
          disclose to the Company the results of such examinations.

16        RESTRICTIONS DURING EMPLOYMENT

16.1      The Executive  shall not during his  employment  with the Company
          and warrants to the Company that as at the date of this agreement
          he is not (save as a  representative  of the  Company or with the
          prior  written   approval  of  the  Board)  whether  directly  or
          indirectly,  paid or  unpaid,  be  engaged  or  concerned  in the
          conduct of, be or become an employee, agent, partner,  consultant
          or  director of or assist or have any  financial  interest in any
          other  actual or  prospective  business  or  profession  which is
          similar to or in competition  with the business carried on by the
          Company or any Group  Company or which may  reasonably be thought
          by the Board to  interfere,  conflict or compete  with the proper
          performance of the  Executive's  obligations to the Company.  The
          Executive  may not hold any office as a director  or  chairman of
          another  company  without the prior written consent of the Board.
          In any event, the Executive may not be the chairman of a FTSE 100
          company  or be a  non-executive  director  of more  than one such
          company.

16.2      The Executive  shall be permitted to hold shares or securities of
          a company any of whose shares or  securities  are quoted or dealt
          in on any recognised  investment  exchange provided that any such
          holding shall not exceed one per cent of the issued share capital
          of the  company  concerned  and is  held  by  way  of  bona  fide
          investment only ("INVESTMENT").

16.3      The Executive shall disclose to the Board any matters relating to
          his  spouse  (or  anyone   living  as  such),   their   children,
          stepchildren,  parents  or any  trust or firm  whose  affairs  or
          actions he  controls  which,  if they  applied to the  Executive,
          would  contravene  clauses 16.1 or 16.2 to the extent that he has
          actual knowledge of such matters.

17        INTELLECTUAL PROPERTY

17.1      "INTELLECTUAL  PROPERTY  RIGHTS" means any patents,  trade marks,
          service marks, design rights,  registered  designs,  applications
          for any of the foregoing,  copyright,  database rights,  know-how
          and other similar  rights or obligations  whether  registrable or
          not in any country.

17.2      The parties agree that any  Intellectual  Property  Rights in any
          material or invention that the Executive creates (or participates
          in creating) in the course of business ("COMPANY IPR") shall vest
          in the Company.

17.3      The  Executive  hereby  assigns  to the  Company  with full title
          guarantee and, when appropriate, by way of future assignment, all
          his  rights  in  the  Company  IPR  for  the  full  term  thereof
          throughout  the  world.  The  Executive  must  complete  whatever
          documents  or take  whatever  action the Company may request from
          time to time,  both  during  and  after  the  termination  of the
          Executive's  employment,  to obtain any applicable  registrations
          and to confirm that all Company IPR vests in the Company.

17.4      The  Executive  waives all moral rights  (whether  arising  under
          Chapter IV of the  Copyright,  Designs  and  Patents  Act 1988 or
          otherwise, to the extent permissible under law) in works to which
          clause 17.2 applies.

17.5      The Executive hereby  irrevocably  appoints the Company to be his
          attorney in his name and on his behalf to execute and do any such
          instrument or thing and generally to use his name for the purpose
          of giving to the Company or its nominee the full  benefit of this
          clause.

18        CONFIDENTIALITY

18.1      Without  prejudice to his common law duties,  the Executive shall
          not (save in the proper course of his duties,  as required by law
          or as authorised by the Board) use or  communicate  to any person
          (and  shall  use  his  best  endeavours  to  prevent  the  use or
          communication  of) any trade or business  secrets or confidential
          information  of or relating  to the Company or any Group  Company
          (including  but not  limited to  details  of actual or  potential
          customers, employees, consultants,  suppliers, designs, products,
          product  applications,  trade  arrangements,  terms of  business,
          customer  requirements,  operating  systems,  sales  information,
          marketing  information  or strategies,  manufacturing  processes,
          software, disputes, commission or bonus arrangements, pricing and
          fee  arrangements  and  structures,   business  plans,  financial
          information,  inventions,  research and  development  activities,
          personal  or  sensitive  personal  data and  anything  marked  or
          treated as confidential) which he creates, develops,  receives or
          obtains while in the service of the Company or any Group Company.
          This restriction shall continue to apply after the termination of
          the  Executive's  employment  howsoever  arising without limit in
          time.

18.2      Reference to confidential information in this clause 18 shall not
          include  information which is in the public domain at the time of
          its  disclosure  or which comes into the public  domain after its
          disclosure   otherwise  than  by  reason  of  a  breach  of  this
          agreement,  information which was already  demonstrably  known to
          the receiving  party at the date of  disclosure  and had not been
          received in confidence  from the Company or information  which is
          required to be  disclosed  as a matter of law.  It shall  include
          information  in the public domain for so long as the Executive is
          in a position to use such  information  more  readily than others
          who have not worked for the Company.

18.3      During his  employment  the Executive  shall not make (other than
          for the  benefit of the  Company)  any record  (whether on paper,
          computer memory, disc or otherwise) relating to any matter within
          the scope of the business of the Company or any Group  Company or
          their customers and suppliers or concerning its or their dealings
          or affairs or (either during his  employment or  afterwards)  use
          such  records  (or  allow  them to be  used)  other  than for the
          benefit of the Company or the relevant  Group  Company.  All such
          records  (and any copies of them) shall  belong to the Company or
          the relevant  Group Company and shall be handed over to the Chief
          Executive  Officer by the  Executive  on the  termination  of his
          employment or at any time during his employment at the request of
          the Board.

18.4      The Executive shall not during his employment  either directly or
          indirectly  publish any  opinion,  fact or material on any matter
          within  the scope of the  business  of the  Company  or any Group
          Company  (whether  confidential or not) which might reasonably be
          expected to have a material adverse effect on the Company (or any
          Group Company) without the prior written approval of the Board.

18.5      Nothing  in  this  clause  shall  prevent  the   Executive   from
          disclosing information which he is entitled to disclose under the
          Public Interest  Disclosure Act 1998 provided that the disclosure
          is made in the  appropriate  way to an appropriate  person having
          regard  to the  provisions  of the  Act  and he has  first  fully
          complied   with  the  Company's   procedures   relating  to  such
          disclosures.

19        DATA PROTECTION

19.1      In accordance  with the Data Protection Act 1998, the Company and
          the Group  will hold and  process  the  information  it  collects
          relating  to the  Executive  in  the  course  of the  Executive's
          employment   for  the   purposes  of   employee   administration,
          statistical  and  record  keeping  purposes.   This  may  include
          information  relating  to  the  Executive's  physical  or  mental
          health.  Some of the  Executive's  information  may be  processed
          outside the European  Economic  area.  Such  information  will be
          treated  confidentially  and will only be available to authorised
          persons.

19.2      When dealing with data  relating to the Company's  business,  the
          Executive  is  required  to  comply  with  the   Company's   Data
          Protection  Policy as in effect  from time to time,  which can be
          obtained from the Group Compliance Officer.

20        DEDUCTIONS FROM SALARY

          The Company reserves the right at any time during the Executive's
          employment,  or on  termination  of this Agreement to deduct from
          salary any overpayment  made and/or monies owed to the Company by
          the  Executive.  This  includes  but is not limited to any excess
          holiday,  outstanding loans, advances,  relocation costs, parking
          fines  and  any  related   administration  costs  for  which  the
          Executive   and/or  the   Executive's   permanent   partner   are
          responsible  and which are incurred in a vehicle  provided by the
          Company,  (either  company  vehicle  or hire car),  private  fuel
          reimbursement  in accordance  with the prevailing Perk Car Policy
          and Fuel Policy and the cost of  repairing  any damage or loss to
          property  provided by the Company.  This clause will not apply to
          any  sums or  benefits  due to the  Executive  by  virtue  of the
          Executive's membership of the Company Pension Plan.

21        HEALTH AND SAFETY

          The  Company  is  committed  to  ensuring,  so far as  reasonably
          practicable,  that the workplace of every employee is safe,  does
          not  pose a risk to  health  and  does not  cause  damage  to the
          environment.  The Executive is therefore  required to familiarise
          himself  with the  responsibilities  as  outlined  in the current
          Company's Health and Safety Policy,  Environment  Policy,  Safety
          Standards booklet (NT PO90) and Safety  Information  Sheets.  The
          current version is available on the Company's  Intranet or can be
          obtained from the Health and Safety Group.

22        ENTITLEMENT TO WORK IN THE UK

          The  Executive's  employment  is  conditional  upon the Executive
          being  legally  entitled  to live  and  work  in the  UK.  If the
          Executive's  status  changes  and  the  Executive  is  no  longer
          entitled  to live or work in the UK, the  Executive's  employment
          will be terminated without notice or payment in lieu of notice.

23        MONITORING

          The Executive  acknowledges that the Company may monitor messages
          sent and received via email,  the Internet and voicemail  systems
          to ensure that the  Executive  is  complying  with the  Company's
          policy for use by its employees of these systems.

24        TERMINATION OF EMPLOYMENT

24.1      The  Company  may at any  time  and  in its  absolute  discretion
          (whether or not any notice of  termination  has been given by the
          Company or the  Executive  under  clause 2 above)  terminate  the
          Executive's  employment with immediate  effect and make a payment
          in lieu of notice  (subject to clause  24.5).  This payment shall
          comprise the  Executive's  basic salary (at the rate payable when
          this option is exercised) together with the following benefits to
          the  extent  that they  would  have been paid  during  the notice
          period:

          o    car allowance

          o    company  pension  contributions  (subject  to the  Executive
               making his contribution)

          o    any  holiday  which  would  have  accrued  during the notice
               period

          o    fuel   allowance   (to  be   determined   at  the  Company's
               discretion)

          o    premium equivalent to private medical and dental insurance.

          and shall be subject to  deductions  for income tax and  national
          insurance  contributions  as appropriate (the "PAYMENT IN LIEU").
          In  determining  the payment the Company  will also in good faith
          consider  making a pro rata  bonus  payment to the  Executive  in
          accordance   with  clause  7.4,  but  subject  to  clause  7.5The
          Executive  will not, under any  circumstances,  have any right to
          payment in lieu unless the Company  has  exercised  its option to
          pay in lieu of notice.

24.2      The  employment of the Executive may be terminated by the Company
          without notice or payment in lieu of notice if the Executive:

          24.2.1    is guilty of any serious misconduct  (including but not
                    limited to any such act set out  within  the  Company's
                    disciplinary policy from time to time or in any code of
                    conduct)  or any  other  conduct  which  affects  or is
                    likely to affect  prejudicially  the  interests  of the
                    Company or any Group Company to which he is required to
                    render services under this Agreement;

          24.2.2    fails  or  neglects   efficiently   and  diligently  to
                    discharge his duties or commits any serious or repeated
                    breach or non-observance by the Executive of any of the
                    provisions contained in this Agreement;

          24.2.3    has  an  interim  receiving  order  made  against  him,
                    becomes  bankrupt  or makes any  composition  or enters
                    into any deed of arrangement with his creditors;

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

          24.2.5    is disqualified  from holding office in another company
                    by  reason  of  an  order  of  a  court  of   competent
                    jurisdiction;

          24.2.6    shall become of unsound mind or become a patient  under
                    the Mental Health Act 1983;

          24.2.7    is convicted of an offence  under the Criminal  Justice
                    Act 1993 in relation  to insider  dealings or under any
                    other   present  or  future   statutory   enactment  or
                    regulations relating to insider dealings;

          24.2.8    is in  violation  of the rules and  regulations  of the
                    U.S.  Securities  and Exchange  Commission  or relevant
                    U.S.  securities  laws, or the rules and regulations of
                    the NASDAQ  Exchange or any other exchange on which the
                    Company  or  any  Group  Company's  securities  may  be
                    listed;

          24.2.9    ceases to be a director of the Company  otherwise  than
                    at the request of the Company;

          24.2.10   is no longer  legally  entitled  to live and/or work in
                    the UK;

          24.2.11   does   anything   (in  the  course  of  his  duties  or
                    otherwise)  which  (in the  reasonable  opinion  of the
                    Board) does actually or might reasonably be expected to
                    bring himself or any Group Company into disrepute;

          24.2.12   acts in a way which is in the reasonable opinion of the
                    Board  materially  adverse  to  the  interests  of  the
                    Company or any Group Company;

24.3      Any delay by the Company in  exercising  such right to  terminate
          shall not constitute a waiver thereof.


24.5      In the event that a Change in Control occurs and the Executive is
          terminated  in a  Termination  without  Cause  during  the period
          commencing on the date of the Change in Control and ending on the
          first anniversary thereof then:

          (i)       the Company will as soon as  practicable  following the
                    Executive's execution and delivery of a general release
                    of  claims  and   following   the   expiration  of  any
                    applicable revocation period, cause the Executive to be
                    paid a lump-sum  severance payment of cash equal to the
                    Executive's  basic  salary at the time of the Change in
                    Control times 2; and

          (ii)      the   provisions   of  this   clause  24.5  will  apply
                    exclusively and no other termination payments or notice
                    will apply,  notwithstanding any other provision hereof
                    and in the event  that any other  severance,  notice or
                    other payment has been made to the  Executive  prior to
                    the payment required under this clause 24.5, such prior
                    payment  amount  shall be  deducted  from  the  amounts
                    payable under clause (i) to avoid double-counting.


          In order for the  provisions  of this clause  24.5 to apply,  the
          Executive  must  provide the Company  with 10 days' notice of the
          Executive's  claim  that a  payment  is due  hereunder,  and such
          notice shall describe the facts and  circumstances  in support of
          such claim in reasonable  detail.  The Company shall have 10 days
          thereafter to cure such facts and circumstances if possible.


24.6      Notwithstanding  anything to the contrary in this Agreement,  the
          Company may assign the Executive's employment to NTL Incorporated
          (or its successor) or another Group Company reasonably comparable
          or superior to the Company within the overall corporate structure
          and such assignment will not constitute termination of employment
          hereunder  and  the  Executive  agrees  to  execute  any  and all
          documents necessary or reasonable to accomplish the foregoing.


25        SUSPENSION AND GARDEN LEAVE

25.1      The Company may  suspend the  Executive  on full pay to allow the
          Company to  investigate  any complaint made against the Executive
          in relation to his employment with the Company.

25.2      Provided  that  the   Executive   continues  to  enjoy  his  full
          contractual  benefits and receive his pay in accordance with this
          Agreement (including  consideration for a bonus under clauses 7.4
          and 7.5) , the Company may in its absolute  discretion  do all or
          any of the following  during the notice period or any part of the
          notice  period,  after the  Executive  or the  Company  has given
          notice  of  termination  to the  other,  without  breaching  this
          Agreement or incurring  any liability or giving rise to any claim
          against it:

          25.2.1    exclude the Executive  from the premises of the Company
                    and/or the Group;

          25.2.2    require  the  Executive  to carry  out  only  specified
                    duties   (consistent   with   his   status,   role  and
                    experience) or to carry out no duties;

          25.2.3    announce  to any or  all of its  employees,  suppliers,
                    customers and business  partners that the Executive has
                    been given  notice of  termination  or has resigned (as
                    the case may be);

          25.2.4    prohibit the Executive  from  communicating  in any way
                    with any or all of the suppliers,  customers,  business
                    partners,  employees,  agents or representatives of the
                    Company  or  the  Group   until  his   employment   has
                    terminated  except to the extent he is authorised to do
                    so by his manager in writing;

          25.2.5    require the Executive to resign his directorship of any
                    Group Company; and/or

          25.2.6    require  the   Executive   to  comply  with  any  other
                    reasonable  conditions  imposed  by the  Company or any
                    Group Company.

          The  Executive  will  continue  to be  bound  by all  obligations
          (whether  express or implied) owed to the Company under the terms
          of the Agreement or as an employee of the Company.

26        TERMINATION AND RETURN OF COMPANY PROPERTY

26.1      Upon the  termination  of this  Agreement  by whatever  means the
          Executive shall:

          26.1.1    immediately resign from his office as a director of the
                    Company and from such  offices held by him in any Group
                    Company without claim for compensation; and

          26.1.2    immediately  deliver to the Company  all credit  cards,
                    motor-cars,  fuel card, keys,  computer media and other
                    property,  in  whatever  form,  of or  relating  to the
                    business of the Company or of any Group  Company  which
                    may be in his possession or under his power or control.

26.2      If the  Executive  fails to comply with clause  26.1.1  above the
          Company is hereby  irrevocably  authorised to appoint some person
          in his name and on his behalf to sign and complete any  documents
          or do any thing necessary to give effect to this clause.

26.3      The Executive shall not without the consent of the Company at any
          time after the  termination of this Agreement  represent  himself
          still to be connected with the Company or any Group Company.

27        RECONSTRUCTION OR AMALGAMATION

          If the  employment  of the  Executive  under  this  Agreement  is
          terminated  by reason of the  liquidation  of the Company for the
          purpose of  reconstruction  or amalgamation  and the Executive is
          offered employment with any concern or undertaking resulting from
          the  reconstruction  or  amalgamation on terms and conditions not
          less  favourable  than  the  terms  of this  Agreement  then  the
          Executive  shall have no claim  against  the Company or any Group
          Company in respect of the  termination  of his  employment  under
          this Agreement.

28        RESTRICTIONS AFTER EMPLOYMENT

28.1      Definitions

          In this  clause the  following  words  shall  have the  following
          meanings:

          "AREA"

          the area  constituting the market of the Company and any Relevant
          Group  Company for the Services and the Products in the period of
          12 months prior to the  Termination  Date and with which area the
          Executive  was  materially  concerned at any time during the said
          period of 12 months;

          "CUSTOMER"

          any Person to whom the  Company  or any  Relevant  Group  Company
          supplied  the  Services  and the Products for business use during
          the 12 months preceding the Termination Date and with whom at any
          time during such period the Executive was materially concerned or
          had personal contact in the course of his employment;

          "KEY EMPLOYEE"

          any person who immediately  prior to the Termination  Date was an
          employee  or  consultant  of the  Company or any  Relevant  Group
          Company occupying a senior or managerial  position who was likely
          to be:

          (i)       in possession of confidential  information belonging to
                    the Company [or any Relevant Group Company; or

          (ii)      able to influence the customer  relationships  or trade
                    connections  of  the  Company  or  any  Relevant  Group
                    Company

          with whom the  Executive  worked  closely at any time  during the
          period of 12 months prior to the Termination Date;

          "PERSON"

          includes any company, firm, organisation or other entity;

          "PRODUCTS"

          products which are competitive with those supplied by the Company
          or any  Relevant  Group  Company  in the 12  months  prior to the
          Termination  Date and with the supply of which the  Executive was
          materially concerned at any time during the said 12 month period;

          "PROSPECTIVE CUSTOMER"

          any Person with whom the Company or any  Relevant  Group  Company
          had negotiations or discussions  regarding the possible supply of
          the  Services  and the  Products  for  business use during the 12
          months  immediately  preceding the Termination Date and with whom
          at any time  during  such  period the  Executive  was  materially
          concerned  or  had   personal   contact  in  the  course  of  his
          employment;

          "RELEVANT GROUP COMPANY" MEANS;

          (i)       NTL Incorporated and;

          (ii)      any Group Company (and, if applicable, its predecessors
                    in  business)  for  which  the  NTL   Incorporated  and
                    Executive performed services or in which he held office
                    at  any  time  during  the  12  months   prior  to  the
                    Termination Date;

          "SERVICES"

          services which are competitive with those supplied by the Company
          or any  Relevant  Group  Company  in the 12  months  prior to the
          Termination  Date and with the supply of which the  Executive was
          materially concerned at any time during the said 12 month period;

          "SUPPLIER"

          any Person who was a supplier of services or goods to the Company
          or Relevant Group Company in connection with business use for the
          operation  of the  business  (as  opposed  to the  administrative
          support  of  such  operation)  in  the  12  months  prior  to the
          Termination  Date and with  which the  Executive  was  materially
          concerned or had personal  contact at any time during the said 12
          month period; and

          "TERMINATION DATE"

          the date on which the employment terminates.

28.2      The Executive covenants to the Company (for itself and as trustee
          for each Group Company) that:

          28.2.1    NON-COMPETITION

                    the Executive  shall not for a period of 12 months from
                    the  Termination  Date in the Area  and in  competition
                    with the Company or Relevant Group Company  directly or
                    indirectly be engaged, interested or concerned:

                    (a)       in any business  which  provides the Products
                              and the Services; and

                    (b)       with  the  supply  of the  Products  and  the
                              Services  to  any  Customer  or   Prospective
                              Customer.

                    For this  purpose,  the  Executive  is  concerned  in a
                    business if:

                              (i)       he  carries it on as  principal  or
                                        agent; or

                              (ii)      he   is   a   partner,    director,
                                        employee,  secondee,  consultant or
                                        agent in, of or to any  Person  who
                                        carries on the business; or

                              (iii)     subject to clause 16 above,  he has
                                        any  direct or  indirect  financial
                                        interest   (as    shareholder    or
                                        otherwise)   in  any   Person   who
                                        carries on the business.

          28.2.2    NON-SOLICITATION

                    the Executive  shall not for a period of 12 months from
                    the  Termination  Date  and  in  competition  with  the
                    Company  or any  Relevant  Group  Company  directly  or
                    indirectly:

                    (a)       canvass or solicit business from, approach or
                              endeavour  to  entice  away any  Customer  or
                              Prospective Customer in respect of the supply
                              of the Products and the Services;

                    (b)       seek to do business or deal with any Customer
                              or  Prospective   Customer  in  the  Area  in
                              respect of the supply of the Products and the
                              Services;

                    (c)       canvass or  solicit  business  from,  make an
                              approach to or  endeavour  to entice away any
                              Supplier  of the  Company or  Relevant  Group
                              Company;

                    (d)       accept  employment  with or act as consultant
                              for any Customer or Prospective Customer.

          28.2.3    NON-POACHING

                    the Executive shall not for a period of 12 months after
                    the   Termination   Date  solicit  the   employment  or
                    engagement  of any Key Employee in a business  which is
                    in  competition  with the Company or any Relevant Group
                    Company  (whether or not such person would breach their
                    contract of employment or engagement by reason of their
                    leaving  the  service  of the  business  in which  they
                    work).

28.3      The  restrictions in this clause are considered by the parties to
          be reasonable  and the validity of each  sub-clause  shall not be
          affected  if  any  of  the  others  is  invalid.  If  any  of the
          restrictions  are  void but  would  be valid if some  part of the
          restriction were deleted, the restriction in question shall apply
          with such modification as may be necessary to make it valid.

28.4      The Executive acknowledges that the provisions of this clause are
          no more  extensive  than is  reasonable to protect the Company or
          the Relevant Group Company.

28.5      If the Executive is suspended  from work under the  provisions of
          clause  25.1 or sent on  Garden  Leave  under  clause  25.2,  the
          Company  may,  at its sole  discretion,  agree that the period of
          time  during  which the  non-competition  restrictions  contained
          in clause  28.2.1 are enforceable, starts to run from the date of
          the  suspension  or date  when the  Executive  was sent on Garden
          Leave, and not from the Termination Date.

28.6      The  Executive  acknowledges  that  each  and  every  restriction
          contained  within this clause is intended by the parties to apply
          after  the  Termination  Date  whether  termination  is lawful or
          otherwise.  The  restrictions,   which  are  acknowledged  to  be
          ancillary  in  nature,  will  apply  even  where the  termination
          results from a breach of a provision within this Agreement.

28.7      The  Executive  will (at the request of the Board and cost of the
          Company)  enter into a direct  agreement  with any Group  Company
          under  which he will  accept  restrictions  corresponding  to the
          restrictions  contained  in  this  clause  (or  such  as  will be
          appropriate  in the  circumstances)  in  relation  to such  Group
          Company.

28.8      In the event a Change in  Control  occurs and the  provisions  of
          clause  24.5 apply the above  periods in clause  28.2 shall apply
          for a period  of 18  months in lieu of 12 months as set in clause
          24.5

29        SEVERABILITY

          If any of the  provisions  of this  Agreement  become  invalid or
          unenforceable  for any  reason by virtue  of  applicable  law the
          remaining  provisions shall continue in full force and effect and
          the  Company  and  the  Executive  hereby  undertake  to use  all
          reasonable   endeavours   to  replace  any  legally   invalid  or
          unenforceable  provision  with a provision  which will promise to
          the parties (as far as practicable)  the same commercial  results
          as were intended or contemplated by the original provision.

30        THIRD PARTIES

          Unless the right of enforcement is expressly  granted,  it is not
          intended  that a third party should have the right to enforce the
          provisions of this Agreement pursuant to the Contracts (Rights of
          Third Parties) Act 1999.

31        NOTICES

31.1      Any notice required or permitted to be given under this Agreement
          shall be given in writing  delivered  personally or sent by first
          class post pre-paid  recorded  delivery (air mail if overseas) or
          overnight  courier  or by  facsimile  to the party due to receive
          such notice,  in the case of the Company,  to: ntl Group Limited,
          Bartley Wood Business Park, Hook, Hampshire,  RG27 9UP and marked
          for the attention of the Human Resources Director with a copy to:
          NTL  Incorporated,  General Counsel,  at the same address and, in
          the  case  of the  Executive,  his  address  as set  out in  this
          Agreement (or such address as he may have notified to the Company
          in accordance with this clause).

31.2      Any notice delivered  personally or by overnight courier shall be
          deemed to be received when  delivered to the address  provided in
          this Agreement and any notice sent by pre-paid  recorded delivery
          post  shall be deemed  (in the  absence  of  evidence  of earlier
          receipt) to be  received 2 days after  posting and in proving the
          time of despatch it shall be sufficient to show that the envelope
          containing  such  notice  was  properly  addressed,  stamped  and
          posted.  A notice sent by facsimile  shall be deemed to have been
          received  on  receipt  by  the  sender  of  confirmation  in  the
          transmission report that the facsimile had been sent.

32        STATUTORY INFORMATION

          SCHEDULE 1 to this Agreement sets out information  required to be
          given to the Executive by the Employment Rights Act 1996.

33        MISCELLANEOUS

33.1      This   Agreement  is  governed  by  and  shall  be  construed  in
          accordance with the laws of England and Wales.

33.2      The   parties  to  this   Agreement   submit  to  the   exclusive
          jurisdiction of the English courts.

33.3      This  Agreement  contains  the entire  understanding  between the
          parties and supersedes all previous  agreements and  arrangements
          (if any)  relating  to the  employment  of the  Executive  by the
          Company (which shall be deemed to have been  terminated by mutual
          consent).

33.4      This  Agreement may be executed by  counterparts,  which together
          shall constitute one agreement.  Either party may enter into this
          Agreement,  by executing a counterpart  and this Agreement  shall
          not  take  effect  until it has been  executed  by both  parties.
          Delivery  of an  executed  counterpart  of a  signature  page  by
          facsimile   shall  take   effect  as   delivery  of  an  executed
          counterpart  of this  Agreement  provided that the relevant party
          shall  give  the  other  the  original  of  such  page as soon as
          reasonably practicable thereafter.

34        CHANGES TO TERMS AND CONDITIONS

          The Company reserves the right to amend the Executive's terms set
          out within this  Agreement  and policies  from time to time.  The
          Executive  will be given not less than four  weeks  notice of any
          such change.  The Executive will be deemed to have accepted these
          changes should the Company have received no objection  before the
          end of the four week period.



<PAGE>


                                 SCHEDULE 1



    Statement of Particulars Pursuant to the Employment Rights Act 1996



1    The  Executive's  period  of  continuous  employment  commenced  on 26
     September 2005. A period of employment  with a previous  employer does
     not count as part of the  Executive's  continuous  employment with the
     Company.



2    The Executive will be contracted  into SERPS unless the Executive opts
     to contract out.



3    The Company's  policies and procedures on  disciplinary  and grievance
     matters  are  available  on the  Company's  intranet  and/or  from  HR
     (insofar  as they are not  varied  by this  Agreement).  The  policies
     constitute  Company guidelines and do not form any part of the Service
     Agreement. Any grievance which the Executive wishes to exercise should
     be raised in  writing  with the Chief  Executive  Officer  unless  the
     grievance  involves  the Chief  Executive  Officer  in which  case the
     grievance  should be raised in writing in the first  instance with the
     Group Human Resources  Director.  Any disciplinary action taken by the
     Company  will be dealt  with by the Chief  Executive  Officer  or such
     other person as may be directed by the Group Human Resources Director.
     The Company reserves the right to substitute persons at a senior level
     within  the  Company  to conduct  any  aspect of the  disciplinary  or
     grievance  procedure  should it be  appropriate.  If the  Executive is
     dissatisfied with any disciplinary decision or any decision to dismiss
     him (he) can within five (5) working days of that  decision  appeal to
     the  Board   (unless  the   Executive  is  notified  in  any  separate
     communication  of the  person to whom he may  appeal)  whose  decision
     shall be final and binding.



4    The  Executive  may be required  to work  overseas  for  periods  when
     reasonably  required.   In  such  circumstances,   the  terms  of  the
     International Assignment Policy will apply which is available from the
     company upon request.



5    The Company is not a party to any collective  agreement  which affects
     the Executive's employment.







                                 SCHEDULE 2



                         CERTIFICATE OF COMPLIANCE







I have read and  understand  the Code of Conduct and have complied and will
continue to comply with it (together  with any other Codes or policies that
may  apply to my role  from  time to  time).  I have  not  acted in any way
contrary to the best  interests of the Company.  Any exceptions to the Code
of Conduct (and any other  policies) and  disclosures  required by the Code
and such policies are set forth below:











I will promptly  report the details of any future  non-compliance  with the
above-mentioned  Code (and any associated policies) to my immediate manager
so that its extent and significance can be considered.




Dated:
       -----------------------

Signed:
       -----------------------



       -----------------------
       Please print name












IN WITNESS whereof this Agreement has been executed as a deed and delivered
on the date first above written.


Executed as a Deed by ntl Group Limited
acting by a director and a secretary:


/s/ Robert Mackenzie                                          Director


/s/ Gill James                                                Secretary



Signed as a Deed by       in the presence
of:                                        /s/ Neil Berkett
                                           --------------------------------



Witness signature:                         /s/ Carolyn Walker
                                           --------------------------------

Name:
                                           --------------------------------

Address:
                                           --------------------------------

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

Occupation:
                                           --------------------------------