<PAGE>
                                                                   Exhibit 10.10


                                          CHANGE AUTHORISATION FORM: NUMBER 1030


DATED                                                               5 APRIL 2002

(1)      NTL GROUP LIMITED

(2)      IBM UNITED KINGDOM LIMITED

(3)      IBM UNITED KINGDOM FINANCIAL SERVICES LIMITED


                      CHANGE AUTHORISATION FORM RELATING TO
                           AMENDMENT OF THE FRAMEWORK
                        AGREEMENT FOR THE PROVISION OF IT
                     OUTSOURCING SERVICES DATED 23 MAY 2001
<PAGE>
         THIS AGREEMENT is made the 5th day of April 2002

         BETWEEN:

         (1)      NTL GROUP LIMITED (registered number 2591237) whose registered
                  office is at NTL House, Bartley Wood Business Park, Hook,
                  Hampshire RG27 9UP ("NTL"); and

         (2)      IBM UNITED KINGDOM LIMITED (registered number 741598) whose
                  registered office is at PO Box 41, North Harbour, Portsmouth
                  PO6 3AU ("IBM"); and

         (3)      IBM UNITED KINGDOM FINANCIAL SERVICES LIMITED (registered
                  number 1197743 whose registered office is at PO Box 41, North
                  Harbour, Portsmouth PO6 3AU ("FSL").

         WHEREAS:

         (A) IBM currently provides services to NTL under the terms and
         conditions of the Framework Agreement for the Provision of IT
         Outsourcing Services between NTL and IBM dated 23 May 2001 as varied by
         various Change Authorisation Forms and as amended from time to time
         ("the Framework Agreement").

         (B) The parties wish to vary the Framework Agreement by this Change
         Authorisation Form ("CAF 1030") in accordance with the provisions set
         out in this CAF 1030.

         IN CONSIDERATION OF THE MUTUAL COVENANTS SET OUT HEREIN AND FOR OTHER
         GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
         IS HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

         DEFINITIONS AND INTERPRETATION

1        DEFINITIONS

1.1      In this CAF:

         "AS400 Agreement" means the Agreement relating to the AS400 Equipment
         among FSL, IBM and NTL dated 31 July 2001;

         "AS400 Equipment" shall have the meaning given in Clause 8.1;

         "Effective Date" means, in relation to this CAF 1030, the date at which
         it comes fully into force, in accordance with Clauses 2 and 3;

         "Initial Benchmark" shall have the meaning set out in Clause 7.1;
<PAGE>
         "Restructuring Costs" shall have the meaning given in Clause 5.1 and
         shall include, for the avoidance of doubt, Third Party Costs;

         "Restructuring Costs Statements" shall have the meaning given in Clause
         5.3; and

         "Third Party Costs" shall have the meaning given in Clause 5.3.2.

1.2      Terms not defined or amended in this CAF 1030 have the meanings given
         in the Framework Agreement.

1.3      In this CAF 1030, unless the context requires otherwise, any reference
         to:-

         1.3.1    a party or the parties is to a party or the parties (as the
                  case may be) to this CAF 1030. For the avoidance of doubt,
                  this will not include references to a `third party' or `third
                  parties';

         1.3.2    unless otherwise expressly stated, any reference to a Clause,
                  a Schedule or an Annex is a Clause of, a Schedule or an Annex
                  to this CAF 1030 (as the case may be);

         1.3.3    "this CAF 1030" includes the Schedules and Annexes which form
                  part of this CAF 1030 for all purposes.

2        COMMENCEMENT

2.1      Subject to the provisions of Clause 3 below, this CAF 1030 shall enter
         into force and effect on 5th April 2002.

2.2      Schedule 13 to the Framework Agreement as amended by this CAF 1030, and
         as set out in Schedule 1, shall also apply to the Ireland Services
         Agreement. Save for the foregoing, this CAF 1030 shall not apply to the
         Ireland Services Agreement and no changes or alterations shall be made
         to the Ireland Services Agreement pursuant to this CAF 1030.

3        PAYMENT

3.1      NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
         itself and the IBM Group, hereby acknowledge and agree that the sums
         and payments due set out in Annex A represents good and valuable
         consideration for the purposes of this CAF 1030.

3.2      As a condition precedent to the amendment of the Framework Agreement
         set out in this CAF 1030, NTL unconditionally and irrevocably
         undertakes to pay to IBM in full on the Effective Date of this CAF 1030
         the amounts specified in Annex A, Part 1A.
<PAGE>
3.3      NTL further unconditionally and irrevocably undertakes to pay to IBM:

         (i)      in full on 31st May 2002 the amount specified in Annex A, Part
                  1B, subject to resolution of the outstanding items as
                  identified therein; and

         (ii)     the amounts specified in Annex A, Part 2 on the dates set out
                  therein.

3.4      IBM unconditionally and irrevocably undertakes to pay to NTL in full
         the amounts specified in Annex A, Part 3 on the dates set out therein.

3.5      For the avoidance of doubt, the payments:

         (i)      specified in Annex A, Part 1A include credits given by IBM to
                  ntl against the Charges for the period from 21st January 2002
                  to the MVS Start Date which reflect the difference between the
                  Charges payable under the Framework Agreement prior to
                  amendment by this CAF 1030, and the Framework Agreement as
                  amended pursuant to this CAF 1030;

         (ii)     specified in Annex A, Part 2 represent payment by NTL in
                  advance of the monthly portions of the Annual Services Charge
                  under the Framework Agreement which relate to services to be
                  provided by IBM in April 2002 and May 2002.

3.6      IT SYSTEM CHARGE

         NTL and IBM hereby further agree that, notwithstanding any other
         provision of the Framework Agreement, if NTL Communications Services
         Limited defaults on its payment obligations with respect to the one
         time charge for the information system for NTL Communications Services
         Limited's consolidated billing system and other sums calculated as set
         forth in Paragraphs C and D of Annex A to the Restated Agreement to
         Terminate the Amended Master Agreement for the Provision of IT Services
         dated 29 June 2001 between IBM and NTL Communications Services Limited,
         the same shall constitute a material breach of the Framework Agreement
         by NTL and the provisions of Clause 26.2.1 of the Framework Agreement
         shall apply. The provisions of the Framework Agreement (including,
         without limitation, Clauses 26 and 31.2) shall be deemed to have been
         amended accordingly.

4        AMENDMENT OF THE FRAMEWORK AGREEMENT

4.1      The parties agree that, as from the Effective Date of this CAF 1030,
         the Framework Agreement shall be amended by replacing the terms in
         effect immediately prior to the
<PAGE>
         Effective Date in their entirety with the terms set out in the document
         attached as Schedule 1 to this CAF 1030. The Framework Agreement shall
         otherwise remain in full force and effect.

4.2      For reference only, Schedule 2 contains a document which shows how the
         Framework Agreement as amended by Clause 4.1 of this CAF 1030 differs
         from the Framework Agreement as in force immediately prior to the
         Effective Date. Where additions have been made, they appear in bold,
         underlined text, where deletions have been made, these appear as
         strikethrough text. In the event of any discrepancy between the terms
         set out in Schedule 1 and Schedule 2, the terms set out in Schedule 1
         shall prevail.

5        RESTRUCTURING COSTS

         The parties agree that NTL's requirement to reduce the level of
         services provided by IBM has resulted and will result in IBM having to
         incur restructuring and breakage costs both before and after the MVS
         Start Date ("Restructuring Costs"). It is also acknowledged that the
         liability for, and the calculation of, the Restructuring Costs is not
         provided for in the Framework Agreement dated 23 May 2001 but that the
         same is provided for in this CAF 1030 as set out in this Clause 5.

5.1      Restructuring Costs will be costs associated with: (a) the termination
         of assignment of IBM New Zealand employees assigned to the Unity
         programme, (b) redundancy costs for all IBM employees made redundant as
         a result of the changes contemplated by MVS, and (c) other costs
         related to IBM's contracts with third parties. For the avoidance of
         doubt, redundancy costs shall be the costs incurred by IBM during the
         statutory consultation period with staff and costs (e.g., salary and
         benefit costs with respect to employees made redundant) in relation to
         the applicable notice periods (18 weeks average) and separation and
         redundancy payments, which shall include for the avoidance of doubt
         both statutory redundancy payments and payments calculated by reference
         to IBM's standard redundancy policy in force at the relevant time.
         Third party costs shall be payments relating to contractual notice
         periods and termination payments which IBM is obliged to pay to such
         third parties. IBM has and will continue to use reasonable endeavours
         to redeploy staff and to mitigate the Restructuring Costs.

5.2      The parties agree the following in relation to Restructuring Costs
         incurred by IBM as a result of implementing the MVS on behalf of NTL.
         IBM will charge NTL for the Restructuring Costs incurred by IBM in
         accordance with the following tables and NTL shall make payment of the
         same as set out in this Clause 5 provided that no Restructuring Costs
         shall be charged to NTL after 30th November 2002:
<PAGE>
Table 1


<TABLE>
<CAPTION>
RESTRUCTURING COST (POUND STERLING)        NTL SHARE (%)         IBM SHARE (%)
<S>                                        <C>                   <C>
             first 10,000,000                   100                     0
     10,000,001 to 12,000,000                    75                    25
                  >12,000,000                     0                   100
</TABLE>

5.3      IBM will provide statements ("Restructuring Cost Statements") to NTL
         containing the information in respect of Restructuring Costs as
         specified in Clause 5.3.1 and 5.3.3. IBM may vary the frequency of
         such Restructuring Cost Statements but IBM intends that initially the
         frequency will be weekly. No Restructuring Costs Statements may be
         submitted after 30th November 2002.

         5.3.1    IBM EMPLOYEE COSTS

                  The Restructuring Cost Statements will contain the following
                  information relating to the relevant IBM employees:


                  -        A unique identity number for the employee

                  -        Employee's job title

                  -        Employee's notice period

                  -        Employee's Salary at time of separation

                  -        Employee's service start date

                  -        Other benefits afforded to the Employee and monetary
                           value

                  -        Redundancy / Separation Payment details


         IBM and NTL have agreed to IBM operating a `competency' based
         separation programme for the NTL account and IBM may, acting in its
         absolute discretion, elect to displace non-NTL account employees with
         NTL account employees and to make the non-NTL account
<PAGE>
         employee redundant. IBM may also, acting in its absolute discretion,
         elect to make the NTL account employee redundant. In any event, IBM
         will charge NTL for the Restructuring Costs associated with the
         employee who would be entitled to the lower overall redundancy package.
         In the event that IBM elects to make the non-NTL account employee
         redundant, IBM will provide to NTL, within the Restructuring Cost
         Statement, information for both employees.

         5.3.2    THIRD PARTY COSTS

         As a result of the parties' agreement to amend the Framework Agreement
         as reflected in this CAF 1030, IBM has incurred and will incur certain
         costs in relation to its third party suppliers and subcontractors
         ("Third Party Costs"). Such costs form part of the Restructuring Costs
         and will be paid, in accordance with Table 1 above and subject to the
         terms of this Clause 5.3. IBM agrees to provide NTL with the following
         information relating to Third Party Costs:

         -        Name of Third Party

         -        Contract Reference Number

         -        Notice Period and payments to be made during such period

         -        Termination Charge

         -        Payment to be made

         5.3.3    CERTIFICATION OF COSTS BY IBM

         5.3.3.1  IBM Employee Costs

         IBM will provide certification to NTL, in the form of a signed letter
         from a relevant authorised officer of IBM United Kingdom Limited, in
         the form set out in Annex C, to verify that the costs set out in the
         Restructuring Cost Statement have been incurred by IBM in accordance
         with this Clause 5.3. For the avoidance of doubt, `incurred by IBM', in
         relation to IBM Employee costs, shall include, but not be limited to,
         circumstances in which IBM has entered into agreements with the
         affected employees in relation to redundancy and IBM has become
         obligated to pay such employees for redundancy costs and/or contractual
         notice periods and termination payments.

         5.3.3.2  Third Party Costs

         IBM will provide certification to NTL, in the form of a signed letter
         from a relevant authorised officer of IBM United Kingdom Limited, in
         the form set out in Annex C, to verify that the Third Party Costs set
         out in the Restructuring Cost Statement have been incurred by IBM in
         accordance with this Clause 5.3. For the avoidance of doubt, `incurred
         by IBM', in
<PAGE>
         relation to Third Party Costs shall include circumstances in which that
         IBM is or has become obliged to pay contractual notice periods and
         termination payments to third parties.

5.4      SUBMISSION OF RESTRUCTURING COST STATEMENTS AND PAYMENT BY NTL

         5.4.1    For Restructuring Costs relating to IBM employees, IBM will
                  submit Restructuring Cost Statements to NTL when IBM has
                  indicated to the employee an intention to terminate their
                  employment with IBM by reason of redundancy. IBM will
                  indicate, within the Restructuring Cost Statement, the date
                  upon which the employee is due to receive his/her final
                  payment from IBM (including redundancy payment). Following
                  submission of the Restructuring Cost Statement, IBM will issue
                  its invoice to NTL in respect of the Charges contained within
                  the Restructuring Cost Statement. The due date for payment of
                  such invoice will be no earlier than 7 days prior to the date
                  upon which IBM intends to pay such employees their
                  final/redundancy payments.

         5.4.2    For Restructuring Costs relating to third parties, IBM will
                  submit Restructuring Cost Statements when IBM's obligation to
                  pay such third parties fall due or in the case of Third Party
                  Costs which have already been paid by IBM prior to the
                  Effective Date, on or as soon possible following the Effective
                  Date. The due date for payment of such invoice will be no
                  earlier than 7 days prior to the date upon which IBM is
                  obliged to pay such Restructuring Costs to the Third Party.

         5.4.3    Subject to Clause 5.4.5, IBM's calculation and certification
                  of the costs in the Restructuring Costs Statement shall be
                  binding on the parties save in the case of fraud or manifest
                  error. In the event that any Restructuring Cost Statement
                  contains a fraud or manifest error, NTL may raise the same in
                  writing with IBM within 3 business days following receipt of
                  the Restructuring Cost Statement and the parties shall act in
                  good faith to rectify any such error as soon as practicable.
                  In the absence of any such fraud or manifest error (and except
                  to the extent thereof), NTL may not withhold payment of any
                  amount set out in a Restructuring Cost Statement and invoiced
                  in accordance with this Clause 5.3.

         5.4.4    All Restructuring Costs will be payable in accordance with
                  this Clause 5, (and in particular Table 1 above).

         5.4.5    For the avoidance of doubt the provisions of Schedule 23 to
                  the Framework Agreement (Audit Rights) shall apply to this CAF
                  1030 but may not be exercised by NTL until all Restructuring
                  Costs have been paid by NTL and in no event prior to 30
                  November 2002.
<PAGE>
6        SETTLEMENT

6.1      LIABILITIES PRIOR TO MVS START DATE

         6.1.1    NTL and IBM agree to make the financial settlement comprising
                  the payments referred to in Clause 6.3 below in full and final
                  settlement of any and all claims, counterclaims, causes or
                  rights of action on the part of (a) any member of the NTL
                  Group against any member of the IBM Group or (b) any member of
                  the IBM Group against any member of the NTL Group arising in
                  respect of or relating to the period prior to the Effective
                  Date under or in connection with the Framework Agreement to
                  the extent that the same relate to the following:

                  (i)      the amounts payable by IBM to NTL and NTL to IBM
                           under the Framework Agreement for the period prior to
                           the Effective Date except that the items specified in
                           Part 1B of Annex A shall be specifically excluded
                           from the scope of this paragraph (i) to the extent
                           specified therein; and

                  (ii)     the original due date for the delivery of certain
                           services or activities, as more particularly defined
                           in the attached Annex B, where the parties have
                           agreed an extended date for such delivery, as
                           referred to in the attached Annex B as the "Target
                           Date", being the number of days from the MVS Start
                           Date ; and

                  (iii)    the subject matter of the following letters from NTL
                           to IBM:

                  -        Letter dated 22nd February 2002 from Steve Nicholson
                           of ntl to Phil Galbraith of IBM detailing ntl's
                           claims under the Framework Agreement;

                  -        Letter dated 18th February 2002 from Steve Nicholson
                           of ntl to Phil Galbraith of IBM detailing ntl's
                           concerns under the Framework Agreement;

                  -        Letter of 18th February 2002 from Robert Mackenzie of
                           ntl to Phil Galbraith of IBM detailing ntl's claims
                           in relation to Clause 25.6 of the Framework
                           Agreement;

                  -        Letter dated 1st March 2002 from Steve Nicholson of
                           ntl to Phil Galbraith of IBM detailing ntl's claims
                           in relation to Schedule 4 of the Framework Agreement;

                  -        Letter dated 3 April 2002 from Steve Nicholson to
                           Phil Galbraith relating to certain Contract Change
                           Authorisation Forms; and

                  (iv)     the subject matter of the following letters from IBM
                           to NTL:
<PAGE>
                  -        Letter dated 6 March 2002 from Phil Galbraith of IBM
                           to Chris Amirtharajah of ntl detailing IBM's claims
                           under the Framework Agreement;

                  -        Letter dated 2 April 2002 from Phil Galbraith of IBM
                           to Chris Amirtharajah of ntl detailing IBM's claims
                           under the Framework Agreement;

                  -        Letter dated 2 April 2002 from Phil Galbraith to
                           Chris Amirtharajah relating to certain Contract
                           Change Authorisation Forms,

                  (all of the above together hereinafter referred to as the
                  "Claims").

         6.1.2    For the avoidance of doubt, NTL, on behalf of itself and the
                  NTL Group, and IBM, on behalf of itself and the IBM Group,
                  agree and acknowledge, without prejudice to the generality of
                  the foregoing, that, with effect from and following the
                  Effective Date, neither NTL Group nor IBM Group will be
                  entitled to rely upon any or all of the Claims referred to in
                  Clause 6.1.1 arising during the period prior to the Effective
                  Date as the basis of: (i) any claims of breach (including, but
                  not limited to, persistent breach or material breach) under
                  the Framework Agreement, (ii) disputing or withholding (or any
                  other set-off against) any amounts invoiced by any member of
                  the IBM Group for Services performed after the Effective Date
                  under the Framework Agreement or any amounts invoiced by any
                  member of the NTL Group in connection with events taking place
                  after the Effective Date under the Framework Agreement or
                  (iii) terminating all or any part of the Framework Agreement.

         6.1.3    For the avoidance of doubt, nothing in this CAF 1030 shall (i)
                  excuse NTL or IBM from performance of any of its respective
                  obligations under the Framework Agreement, as amended by this
                  CAF 1030, in respect of or relating to the period commencing
                  on the Effective Date, nor (ii) prevent NTL or the NTL Group,
                  or IBM or the IBM Group, from making or pursuing any claim,
                  counterclaim, cause or action arising in respect of or
                  relating to the period commencing on the Effective Date under
                  or in connection with the Framework Agreement or this CAF 1030
                  including, without limitation, any failure by IBM to perform
                  the services or activities specified in, and in accordance
                  with, Annex B.

6.2      NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
         itself and IBM Group, each undertake and warrant that they will not at
         any time commence, advance, maintain or pursue any Claims. For the
         avoidance of doubt, NTL undertakes and warrants that it will not at any
         time consent to any member of the NTL Group, and IBM undertakes and
         warrants that it will not at any time consent to any member of the IBM
         Group, commencing, advancing, maintaining or pursuing any Claims.
<PAGE>
6.3      FINANCIAL SETTLEMENT

         NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
         itself and the IBM Group, hereby acknowledge and agree that the
         financial settlement comprising the sums and payments set out in Annex
         A represents good and valuable consideration for the purposes of this
         CAF 1030 and is made in full and final settlement of the Claims as set
         out in this Clause 6.

7        MVS INITIAL BENCHMARK

7.1      The Parties have agreed that the Charges and the related Service Levels
         contemplated under this CAF 1030, as set out in the Framework Agreement
         in Schedule 1, will be benchmarked by an independent third party
         following the Effective Date in accordance with Schedule 10 of the
         Framework Agreement. This "Initial Benchmark" will be conducted by the
         Benchmarker commencing on or around 5 July 2002 or upon signature of a
         contract between IBM UK Limited, NTL and the Benchmarker in relation to
         the Initial Benchmark, whichever is the later. IBM and NTL shall use
         all reasonable endeavours to negotiate and sign such contract with the
         Benchmarker as soon as possible.

7.2      IBM and NTL agree to pay the Benchmarker's fees and charges on the
         following basis in relation to the Initial Benchmark:

         IBM to pay 70% of the actual fees and charges of the Benchmarker NTL to
         pay 30% of the actual fees and charges of the Benchmarker

         For the avoidance of doubt, subsequent benchmarks will be funded
         equally between IBM and NTL in accordance with Schedule 10 of the
         Framework Agreement.

         At the conclusion of the Initial Benchmark the parties shall follow the
         process set forth in Section 5 of Schedule 10 of the Framework
         Agreement, provided, however, any reduction in Charges as a result of
         the Initial Benchmark shall be effective as of 1 May 2002 except that
         any reduction in Application Development rates as a result of the
         Initial Benchmark shall be effective as of 1 September 2002.

7.4      The Parties have agreed that Gartner Group shall be Benchmarker for the
         Initial Benchmarking pursuant to this Clause 7 provided that IBM pays
         the following sums to NTL: (a) 50% of the fees due to Compass in
         respect of the benchmarking activities carried out to date pursuant to
         the Framework Agreement; and (b) a sum of up to L65,000 towards NTL's
         50% share of such fees. All such sums shall be payable within 7 days
         from receipt of an invoice from NTL and subject to NTL providing to IBM
         appropriate documentation to support such invoice.
<PAGE>
8        AS/400S WORDING

8.1      This clause 8 of CAF 1030 refers to the AS400 equipment that was to be
         purchased by NTL in accordance with the AS400 Agreement (the `AS/400
         Equipment').

8.2      Further to the AS/400 Agreement, NTL is due to make a second and final
         payment of L4,744,500.00 (excluding VAT) to FSL on 31 July 2002 and
         upon making such payment obtain legal and beneficial title to the
         equipment. As a result of and upon the Effective Date: (i) full legal
         and beneficial title to the AS/400 Equipment will remain vested in IBM
         and will not transfer to NTL on 31 July 2001, and (ii) NTL will
         irrevocably and unconditionally release and relinquish any and all
         rights, interests and title in the AS/400 Equipment (whether present or
         future, proprietary, contractual or otherwise) and at the same time,
         FSL and IBM hereby release NTL from all its payment obligations under
         the AS400 Agreement including, without limitation, from the obligation
         to make the second and final payment of L4,744,500.00 (excluding VAT)
         on 31 July, 2002 pursuant to the AS400 Agreement. IBM shall be free to
         use or dispose of the AS/400 Equipment in any way IBM may, in its
         absolute discretion, determine (including, without limitation, its
         inclusion in any proposals IBM may make to NTL at any time in the
         future). In consideration of the releases referred to above and title
         to the AS/400 Equipment remaining with IBM:

         (i)      on 31 May 2002, IBM will pay to NTL the sum of L4,744,500.00
                  (excluding VAT), provided, however, that IBM may offset this
                  sum against amounts then due and payable by NTL to IBM; and

         (ii)     on 31 July 2002, IBM will discharge the payment of
                  L4,744,500.00 (excluding VAT) to FSL. This is equivalent to
                  the second and final payment of L4,744,500.00 (excluding VAT)
                  that would, but for this CAF 1030, have been due to be paid by
                  NTL to FSL on this date and terminates the AS400 Agreement.

8.3      Upon and following the Effective Date, and upon reasonable notice in
         writing to NTL and during normal business hours, NTL shall at the
         site[s] at which the AS/400 Equipment is located make the AS/400
         Equipment freely available to IBM to enable its removal by IBM at any
         time. IBM will remove the AS/400 Equipment on or before 31 May 2002.
         The costs of the removal of the AS/400 Equipment will be borne by IBM.
         Without prejudice to Clause 8.2,with effect from the date that the
         AS400 Equipment is so removed by IBM or on 31 May 2002, whichever is
         earlier, FSL and IBM hereby release NTL from all its obligations under
         the AS400 Agreement. For the avoidance of doubt, the release contained
         in this Clause 8.3 shall not affect any accrued rights or liabilities
         of ntl, IBM or FSL, as the case may be, under the AS400 Agreement.
<PAGE>
9        FURTHER AMENDMENT OF THE FRAMEWORK AGREEMENT

9.1      The parties agree and acknowledge that the provisions of this CAF 1030
         shall amend and supplement the terms of the Framework Agreement with
         effect from the Effective Date of this CAF 1030. In particular, without
         limitation, NTL and IBM hereby agree and acknowledge that,
         notwithstanding any other provision of the Framework Agreement, the
         provisions of Clauses 5, 7 and 8 above shall be deemed to be
         incorporated into the Framework Agreement with effect from the
         Effective Date.

9.2      NTL and IBM hereby agree that, notwithstanding any other provision of
         the Framework Agreement, if a party fails to comply with any of its
         obligations under Clauses 3 (excluding Clause 3.2), 5, 7 and 8 above,
         the same shall constitute a material breach of the Framework Agreement
         by such party and the provisions of Clause 26.1.1 or Clause 26.2.1 of
         the Framework Agreement, as the case may be, shall apply. The
         provisions of the Framework Agreement (including, without limitation,
         Clauses 26 and 31.2) shall be deemed to have been amended accordingly.

10       MISCELLANEOUS PROVISIONS

10.1     Notwithstanding any other provision of this CAF 1030, in the event of
         any conflict between or ambiguity within the provisions of this CAF
         1030 and the Framework Agreement, the provisions of this CAF 1030 shall
         prevail.

10.2     If any provision of this CAF 1030 or any part thereof shall be found by
         any court or administrative body to be illegal, invalid or
         unenforceable, the illegality, invalidity or unenforceability of such
         provision or part provision shall not affect the other provisions of
         this CAF 1030 or the remainder of the provisions in question which
         shall remain in full force and effect.

10.3     Both NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
         itself and IBM Group, agree to keep the existence and terms of this CAF
         1030 confidential. No party can disclose the existence or any of the
         terms of this CAF 1030 to any third party without the express written
         agreement of the other party to this CAF 1030, save where required to
         do so by law or regulatory requirement.

10.4     This CAF 1030 shall be governed by and interpreted in accordance with
         English law. The parties irrevocably submit to the non-exclusive
         jurisdiction of the English courts to settle any disputes which may
         arise in connection with this CAF 1030.
<PAGE>
THE PARTIES HAVE SHOWN THEIR ACCEPTANCE OF THE TERMS OF THIS CAF 1030 BY SIGNING
AT THE END OF THIS CAF 1030



SIGNED for and on behalf of                                   )
NTL GROUP LIMITED                                             )


/s/ Stuart Ross
--------------------------------



SIGNED for and on behalf of                                   )
IBM UNITED KINGDOM LIMITED                                    )


/s/ Peter Holland
--------------------------------



SIGNED for and on behalf of                                   )
IBM UNITED KINGDOM FINANCIAL                                  )
SERVICES LIMITED                                              )

/s/ S.D. Wilson
--------------------------------
<PAGE>
                                   SCHEDULE 1

                           Amended Framework Agreement
<PAGE>
                                   SCHEDULE 2

                  Blacklined version of the Framework Agreement
<PAGE>
                                     ANNEX A
<PAGE>
                                     ANNEX B
<PAGE>
                                     ANNEX C

                              CERTIFICATION LETTER


Dear Sir

I hereby certify, on behalf of IBM United Kingdom Limited, the Restructuring
Costs as specified in the attached Restructuring Cost Statements dated [ ] ,
have been incurred by IBM in accordance with the terms of Change Authorisation
Form 1030.