THIS AGREEMENT is made on        July 2004

BETWEEN

(1)  TELEWEST  COMMUNICATIONS  PLC  whose  registered  office  is at Export
     House, Cawsey Way, Woking, Surrey GU21 6QX (the VENDOR);

(2)  TELEWEST GLOBAL,  INC., a corporation  organized under the laws of the
     State of Delaware,  the address of whose office is c/o CT  Corporation
     System, 1209 Orange Street, Wilmington,  Delaware 19801, United States
     of America (NEW TELEWEST); and

(3)  TELEWEST UK LIMITED whose registered office is at Export House, Cawsey
     Way, Woking, Surrey GU21 6QX (TELEWEST UK).

WHEREAS

(A) It is intended to implement a restructuring  of the Vendor and Telewest
Jersey (the FINANCIAL  RESTRUCTURING)  comprising,  among other things, the
following steps:

(a)  the Vendor will  transfer the Business (as defined  below) to Telewest
     UK,  subject,  for the  avoidance  of doubt,  to the  interests of and
     encumbrances created in favour of the Beneficiaries under the Security
     Documents;

(b)  the Vendor will enter into a creditors' scheme of arrangement pursuant
     to section 425 of the Act (the Scheme);

(c)  Telewest  Jersey  will enter into  creditors'  schemes of  arrangement
     pursuant  to section  425 of the Act and article 125 of the Jersey Act
     (the JERSEY SCHEME);

(d)  pursuant to the Scheme all Scheme Claims will be discharged  and fully
     paid and  non-assessable  shares of the common stock,  par value $0.01
     per share,  of New Telewest will be distributed  to Scheme  Creditors;
     and

(e)  both  the  Vendor  and  Telewest  Jersey  intend  to go  into  solvent
     liquidation.

(B)  Telewest  Jersey as at the date of this  Agreement  is a  wholly-owned
subsidiary of the Vendor.

(C)  New  Telewest  as at the  date  of this  Agreement  is a  wholly-owned
subsidiary of the Vendor.

(D)  Telewest  UK as at  the  date  of  this  Agreement  is a  wholly-owned
subsidiary of New Telewest.

(E) The Vendor has agreed to transfer and Telewest UK has agreed to acquire
the Business for the  consideration  and upon the terms and  conditions set
out in this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1.    DEFINITIONS

1.1 Words and  expressions  used in this Agreement  shall have the meanings
set out in Schedule 1, unless the context requires otherwise.

1.2 The headings in this Agreement shall not affect its interpretation.

1.3 The  Schedules  comprise  schedules to this  Agreement and form part of
this Agreement.

2.    AGREEMENT TO TRANSFER AND PRICE

2.1 The Vendor shall  transfer the Business,  and Telewest UK shall acquire
and  take  over the  Business,  as a going  concern  with  effect  from the
Completion Date.

2.2 In consideration of the Vendor fulfilling its obligations under clauses
2.1 and 6, Telewest UK, as acquiror, shall at Completion:

(a)  assume  responsibility for the satisfaction (and, as may be necessary,
     payment and discharge) of all the Liabilities; and

(b)  allot and issue to New  Telewest  99  shares of  (pound)1  each in the
     capital of Telewest UK credited as fully paid-up,

and New Telewest shall issue to the Escrow Agent 245,000,000 (or such other
number as New  Telewest  shall  agree  with the  Vendor in  advance  of the
Completion Date) fully paid and non-assessable  shares of common stock, par
value $0.01 per share, of New Telewest, such issue to be conditional on the
occurrence of the Effective Date.

2.3 The  consideration  referred  to in  clause  2.2  shall be  apportioned
between  the  Business  Assets,  the Trade  Marks,  the Domain  Names,  the
Goodwill and the Business IPR as set out in Schedule 7.

2.4 Each party hereby agrees that,  notwithstanding  the transfer envisaged
in this clause 2, the Business  Assets shall be transferred  subject to the
security  described in the Security Documents and there shall be no release
of the Business Assets from all or any part of that security.

3.    CONDITIONS PRECEDENT

3.1 Completion shall be conditional upon:

(a)  the Vendor  notifying  New  Telewest  and  Telewest UK that the Vendor
     expects to satisfy all of the  conditions to delivering an office copy
     of the Order to the Registrar of Companies within two Business Days of
     such notification; and

(b)  the Senior  Lenders  having  granted any and all  consents and waivers
     required under the Senior Secured  Credit  Facility  Agreement and the
     related security documentation for the Vendor to transfer the Business
     under this Agreement.

3.2 If the  Conditions  Precedent  have not been satisfied or waived by the
later  of (i) the date  that is 90 days  after  the date of the  Commitment
Letter;  or (ii) the  date  that is 60 days  after  the date of any vote by
creditors to approve the Scheme and the Jersey Scheme, subject to such vote
occurring  on or  before  the date  that is 75 days  after  the date of the
Commitment  Letter (or such  later date as the  parties  may  agree),  this
Agreement shall  automatically  terminate and no party shall have any claim
of any nature  whatsoever  against  any other  party under or in respect of
this Agreement.

4.    COMPLETION

4.1 Completion shall take place immediately following the fulfilment of the
Conditions  Precedent  upon which the events set out in clauses 4.2 and 4.3
shall take place.

4.2 On Completion, the Vendor shall cause to be delivered or made available
to  Telewest  UK or held to  Telewest  UK's order  save to the extent  such
documents  are not already  held by the  Security  Trustee  pursuant to the
terms of the Security Documents:

(a)  such  documents  as Telewest  UK may require to complete  the sale and
     purchase of the Business  Assets  (including,  but not limited to, the
     Vendor's interest in the Leasehold Property and the Subsidiaries); and

(b)  such of the Business Assets as are tangible.

4.3 On  Completion,  Telewest  UK shall  allot and  issue to New  Telewest,
credited as fully  paid-up,  99 shares of  (pound)1  each in the capital of
Telewest  UK and  deliver to New  Telewest a share  certificate  in respect
thereof.

4.4 Conditional  on, and immediately  upon, the occurrence of the Effective
Date,  New Telewest  shall issue to the Escrow Agent  245,000,000  (or such
other number as New Telewest  shall agree with the Vendor in advance of the
Completion Date) fully paid and non-assessable  shares of the common stock,
par value $0.01 per share, of New Telewest to be held pursuant to the terms
of the Escrow Agent Agreement for the benefit of the Vendor's  shareholders
and the Scheme Creditors pursuant to the Scheme.

4.5 If and to the extent that any  documents of transfer are not  available
at Completion, the parties shall arrange for appropriate transfer documents
to be prepared and completed as soon as practicable after Completion.

5.    TITLE AND SUPPLEMENTARY PROVISIONS

5.1 Subject to clause 5.2 below,  beneficial  ownership and risk in respect
of the Business  Assets shall pass to Telewest UK on  Completion.  Title to
all Business  Assets  which can be  transferred  by delivery  shall pass on
delivery  and such  delivery  shall be deemed to take place at the Vendor's
registered  office (or at such  other  place as the  parties  may agree) on
Completion.

5.2 Insofar as the Business  Assets  comprise the benefit of Claims and the
benefit  (subject to the burden) of Contracts  which cannot  effectively be
assigned  or  transferred  by the Vendor to  Telewest  UK (or its  nominee)
except by  agreements  of  novation  or without  obtaining  a  consent,  an
approval,  a waiver or the like from a third  party  (CONSENTS)  including,
without limitation, the Contracts listed in Part B of Schedule 8:

(a)  the  Vendor  shall  take all  reasonable  steps to  procure  that such
     Contracts  are novated or such Claims are assigned to Telewest UK, TCN
     or  Telewest  Limited  (as  the  case  may  be) as  and to the  extent
     identified in Part B of Schedule 8 or that the necessary  Consents are
     obtained  and  Telewest  UK  shall,  and  shall  procure  that TCN and
     Telewest Limited shall, co-operate with the Vendor for such purpose;

(b)  unless or until each of such  Contracts  or Claims  shall have been so
     novated or  assigned or any  necessary  Consent  obtained,  the Vendor
     shall from the  Completion  Date  receive  and hold the benefit of the
     relevant Contract or Claim as trustee on trust for Telewest UK, TCN or
     Telewest  Limited (as the case may be) and shall pay to  Telewest  UK,
     TCN or Telewest  Limited (as the case may be) (as directed by Telewest
     UK)  promptly  upon  receipt  any sums  received  by it under any such
     Contract or pursuant to any such Claim; and

(c)  Telewest UK shall (at Telewest UK's cost),  and shall procure that TCN
     and  Telewest  Limited  shall (at the cost of TCN or,  as  applicable,
     Telewest  Limited),  from the  Completion  Date  assist  the Vendor to
     perform all the  obligations  of the Vendor  under any such  Contracts
     which  are to be  transferred  to each  of  them as and to the  extent
     identified in Part B of Schedule 8.

If any  necessary  Consent  is not  obtained  within  3  months  after  the
Completion  Date or is refused and the procedure set out in this clause 5.2
does not enable the full  benefit of any Contract to be enjoyed by Telewest
UK, TCN or  Telewest  Limited  (as the case may be) after  Completion,  the
Vendor and Telewest UK shall use all  reasonable  endeavours  to achieve an
alternative  solution  pursuant to which (i)  Telewest  UK, TCN or Telewest
Limited  (as the case  may be)  shall  receive  the  full  benefit  of that
Contract  and assume  the  associated  obligations;  and (ii) the Vendor is
released from such associated obligations.

6.    TRADE MARKS, DOMAIN NAMES, GOODWILL AND BUSINESS IPR

6.1 The Vendor  shall assign to TCN with full title  guarantee  absolutely,
with  effect  from the  Completion  Date,  subject  only to the  terms  and
conditions of any licences  granted to third parties and otherwise  free of
all charges, liens, options, licences and encumbrances,  all of its rights,
title and  interest  in and to the Trade  Marks,  the Domain  Names and the
Business IPR, including:

(a)  all  statutory  and common law rights  attaching  to the Trade  Marks,
     together with the Goodwill; and

(b)  the right to sue (and to retain  damages  recovered) in respect of any
     infringement or  unauthorised  use of any of the Trade Marks which may
     have occurred before the Completion Date.

6.2 The Vendor agrees to perform (or procure the  performance  of) all acts
and  things,  and to make any  filings  and to give any  notifications  (or
procure the making of any filings or giving of any  notifications),  and to
execute  and  deliver  (or  procure  the  execution  and  delivery  of) any
documents  required to effect the  assignment to TCN of the Trade Marks and
of all the rights of the Vendor to the Domain  Names and the  Business  IPR
(including,   for  the  avoidance  of  doubt,   an   assignment   agreement
substantially in the form as set out in Schedule 13).

7.    INTRA-GROUP LOANS AND TCN RECEIVABLE

7.1 The Vendor and  Telewest UK shall,  and the Vendor  shall  procure that
Flextech   Limited,   Fleximedia   Limited,   TCH   and   Yorkshire   Cable
Communications  Limited  respectively shall, enter into novation agreements
substantially  in the form as set out in  Schedule 11 to novate each of the
Intra-group Loans to Telewest UK with effect from the Completion Date.

7.2  Immediately  following  Completion  the Vendor shall serve a notice of
assignment  substantially  in the  form  as set out in  Schedule  12 on TCN
notifying TCN of the assignment of the TCN Receivable to Telewest UK.

8.    EXPENSES FUND

8.1 The Vendor,  New  Telewest and Telewest UK hereby agree that the Vendor
shall  as at the  Completion  Date  retain  any  cash  held  by the  Vendor
immediately  prior to  Completion  as the  Expenses  Fund to be held on the
terms set out in the remainder of this clause 8.

8.2 The Vendor hereby  declares that as from the  Completion  Date it shall
hold the  Expenses  Fund and all moneys  from time to time  credited to the
Designated  Account in respect of the Expenses Fund (including any interest
which  accrues on the Expenses  Fund and, for the  avoidance of doubt,  any
amounts  received  by the  Vendor  at any time  after the  Completion  Date
including,  without  limitation,  in respect of  repayments  of taxes or in
respect of any Debtors  but  excluding,  for the  avoidance  of doubt,  any
amounts  received  by the  Vendor in  respect  of a  Contract  or Claim the
benefit of which the Vendor holds on trust for Telewest UK, TCN or Telewest
Limited  pursuant to clause  5.2(b)) upon trust for Telewest UK  absolutely
on, and  subject  to, the terms of this  clause 8 and for no other  purpose
whatsoever.

8.3  Telewest UK hereby  irrevocably  directs  the  Vendor,  and the Vendor
hereby  acknowledges such direction,  to apply the Expenses Fund held by it
pursuant to clause 8.2 above as follows:

(a)  to pay on demand such sums as the Vendor  Liquidators may from time to
     time require in respect or on account of their remuneration,  expenses
     and  disbursements  (together,  in each  case,  with any VAT  thereon)
     properly  incurred in contemplation of, or in relation to, the winding
     up of the Vendor,  subject only to the  presentation to Telewest UK of
     the Vendor  Liquidators'  invoices  (provided  that such  invoices are
     rendered in accordance with any resolution  passed by the shareholders
     of the Vendor in respect of the Vendor  Liquidators'  remuneration  in
     accordance with Rule 4.148A of the Insolvency Rules 1986);

(b)  to pay on demand such sums as the Telewest Jersey Liquidators may from
     time to time  require in respect or on account of their  remuneration,
     expenses and  disbursements  (together,  in each case, with any VAT or
     other applicable sales tax thereon) properly incurred in contemplation
     of, or in relation to, the winding up of Telewest Jersey, subject only
     to the presentation to Telewest UK of the Telewest Jersey Liquidators'
     invoices  (provided that such invoices are rendered in accordance with
     any  resolution  passed  by the  shareholders  of  Telewest  Jersey in
     respect of the Telewest Jersey Liquidators' remuneration in accordance
     with Article 153 of the Jersey Act);

(c)  to pay on demand such sums as the Creditor Beneficiaries may from time
     to time  require  in respect  of any costs and  expenses  owed to such
     persons by the Vendor or Telewest  Jersey (or TCN or Telewest  Limited
     to the extent that any relevant  contract with any of the professional
     advisers or other  persons  listed in Schedule 6 is either with or has
     been novated to either of them)  subject only to the  presentation  to
     Telewest UK and the Vendor or Telewest  Jersey (as the case may be) of
     invoices  (provided  that such  invoices are  accompanied  by evidence
     reasonably  satisfactory  to  Telewest  UK and the Vendor or  Telewest
     Jersey  (as the case may be) that any  such  costs  and  expenses  are
     reasonable  and have been properly  incurred by the relevant  Creditor
     Beneficiary  submitting  the  invoice  and that the  Vendor,  Telewest
     Jersey,  TCN or  Telewest  Limited  is  liable  to pay such  costs and
     expenses);

(d)  to pay on demand any such other sum as any other creditor  (including,
     for the avoidance of doubt, in respect of any taxation  claims) of the
     Vendor  or,  as  applicable,   Telewest  Jersey  (excluding,  for  the
     avoidance of doubt, any Scheme Claim) may from time to time claim from
     the Vendor or, as applicable,  Telewest Jersey, but only to the extent
     such claims  have  either been agreed or settled by the Vendor  and/or
     the Vendor  Liquidators or, as applicable,  Telewest Jersey and/or the
     Telewest Jersey Liquidators or have been finally determined by a court
     of competent jurisdiction; and

(e)  to pay any amounts  remaining in the Designated  Account in respect of
     the Expenses  Fund  (together  with any interest  accrued  thereon) to
     Telewest  UK or to such  persons as  Telewest UK may direct on either:
     (i) if  liquidators  have  been  appointed  within  12  months  of the
     Effective  Date,  the Business Day  immediately  preceding the date on
     which the  Liquidators  intend to file their final return;  or (ii) if
     liquidators  have not been appointed within 12 months of the Effective
     Date, the date that is 12 months after the Effective Date.

8.4 Telewest UK hereby authorises the Vendor to invest the Expenses Fund in
such interest bearing account as the Vendor, in its sole discretion, may
deem appropriate provided that the Expenses Fund shall be available to pay
the sums directed to be paid under clause 8.3(a) to (d) above.

8.5 For the term of the Senior  Secured Credit  Facility  Agreement and the
Proposed  Amended  Senior Secured Credit  Facility  Agreement,  Telewest UK
shall promptly notify the Agent in writing of the receipt and the amount of
any invoice presented to it under clause 8.3(a) to (d) above.

8.6 For the  avoidance of doubt,  Telewest UK will be paid,  and the Vendor
undertakes  to  pay,  a  distribution  of  any  amounts  remaining  in  the
Designated  Account  in  accordance  with  clause  8.3(e)  above only after
payment  has been made in  respect  of all sums  directed  to be paid under
clause 8.3(a) to (d) above.

8.7 Telewest UK irrevocably  directs and the Vendor hereby acknowledges and
agrees  that the  Vendor  shall  close  the  Designated  Account  after the
distribution of any amounts remaining in the Designated Account pursuant to
clause 8.3(e).

9.    INDEMNITY FOR VENDOR

9.1 In consideration  of the Vendor entering into this Agreement,  Telewest
UK agrees,  subject to the  occurrence of the Effective  Date, to indemnify
and keep  indemnified  (to the fullest extent  permitted by law) the Vendor
from and against any and all Indemnified  Liabilities  (excluding,  for the
avoidance of doubt,  any (i) Scheme  Claims;  (ii) Vendor  Shareholder  and
Bondholder   Reorganisation  Expenses;  and  (iii)  any  other  Indemnified
Liabilities  to the extent paid  pursuant to clause  8.3(c) and (d) above),
whenever  the same may arise or occur,  including  all claims in respect of
Indemnified  Liabilities  properly  admitted for proof in the winding-up of
the Vendor (and any interest payable thereon) and the costs and expenses of
the  winding-up  of the Vendor save to the extent  paid  pursuant to clause
8.3(a).

9.2 For the  avoidance of doubt,  any  payments to be made  pursuant to the
indemnity in clause 9.1 shall be made by Telewest UK directly to the Vendor
Liquidators or any creditor, as applicable.  For the avoidance of doubt, no
payment  made by  Telewest  UK to the Vendor  Liquidators  pursuant  to the
indemnity in clause 9.1 (if any) shall be made to the Designated Account.

9.3 This indemnity  shall apply whether or not the winding-up of the Vendor
and/or the appointment of the Vendor Liquidators is valid and/or effective.

9.4 Telewest UK shall have no right of recourse  against the Vendor for any
amounts paid by Telewest UK under the indemnity in clause 9.1 to any person
and Telewest UK waives any rights of recourse against the Vendor under that
indemnity.

9.5 The Vendor or the Vendor  Liquidators (so far as it is not inconsistent
with the performance of the Vendor Liquidators' duties under the Insolvency
Legislation)  shall  as soon  as  reasonably  practicable  give  notice  to
Telewest  UK of any proof of debt or claim  received  by the  Vendor or the
Vendor Liquidators.  Within seven days of Telewest UK receiving such notice
of the proof of debt or claim,  Telewest UK shall  inform the Vendor or the
Vendor Liquidators if, in its opinion, Telewest UK believes that the amount
of the  claim  the  subject  of the  proof  of debt or  claim  ought  to be
disputed. Without prejudice to their powers and duties under the Insolvency
Legislation,  the Vendor  Liquidators  shall consider Telewest UK's opinion
and may, if they  consider  appropriate  in view of the powers,  duties and
discretions  given to them under the  Insolvency  Legislation,  require the
creditor who has  submitted  the proof of debt or claim to produce  further
evidence  or may,  in their  sole  discretion,  reject the proof of debt or
claim and defend any appeal  instigated by the creditor.  Without prejudice
to the provisions of clause 8, Telewest UK undertakes to be responsible for
the costs of the Vendor and the Vendor Liquidators in considering  Telewest
UK's  opinion in the  admission or rejection of such proof of debt or claim
and any  subsequent  appeals in relation to the  rejection of such proof of
debt or claim.  For the  avoidance of doubt,  any payments made pursuant to
the preceding  sentence shall be made by Telewest UK directly to the Vendor
Liquidators.  For the  avoidance  of  doubt,  upon  an  order  relating  to
Indemnified  Liabilities  being made in respect of any appeal,  Telewest UK
shall  upon any  demand  pay in full such sum that is ordered to be paid in
the winding-up of the Vendor or by the Vendor  Liquidators and any interest
thereon   (directly  to  the  Vendor   Liquidators  or  any  creditor,   as
applicable).

9.6 For the term of the Senior  Secured Credit  Facility  Agreement and the
Proposed  Amended  Senior Secured Credit  Facility  Agreement,  Telewest UK
shall, as soon as reasonably practicable,  notify the Agent of any proof of
debt or claim being  rejected and keep the Agent informed of the status and
result of any appeal under clause 9.5.

9.7 For the avoidance of doubt, any failure or refusal by the Vendor or the
Vendor  Liquidators  to comply with the  provisions of clause 9.5 shall not
invalidate  the indemnity in clause 9.1 or enable  Telewest UK to refuse to
meet its obligations under that indemnity.

9.8 All  payments to be made by Telewest UK under the  indemnity  in clause
9.1  shall be made in full  without  any set off,  deduction,  withholding,
counter claim or similar.

10.   INDEMNITY FOR TELEWEST JERSEY

10.1 Telewest UK, subject to the occurrence of the Effective Date,  further
agrees to indemnify and keep  indemnified (to the fullest extent  permitted
by  law)  Telewest   Jersey  from  and  against  any  and  all  Indemnified
Liabilities (excluding,  for the avoidance of doubt, any (i) Scheme Claims;
(ii) Vendor Shareholder and Bondholder  Reorganisation  Expenses; and (iii)
any other  Indemnified  Liabilities  to the extent paid  pursuant to clause
8.3(c) and (d) above),  whenever the same may arise or occur, including all
claims in respect of Indemnified Liabilities properly admitted for proof in
the winding-up of Telewest  Jersey (and any interest  payable  thereon) and
the costs and  expenses of the  winding-up  of Telewest  Jersey save to the
extent paid pursuant to clause 8.3(b).

10.2 For the  avoidance of doubt,  any payments to be made  pursuant to the
indemnity  in clause  10.1 shall be made by  Telewest  UK  directly  to the
Telewest  Jersey  Liquidators  or any  creditor,  as  applicable.  For  the
avoidance of doubt,  no payment made by Telewest UK to the Telewest  Jersey
Liquidators pursuant to the indemnity in clause 10.1 (if any) shall be made
to the Designated Account.

10.3 This  indemnity  shall apply whether or not the winding-up of Telewest
Jersey and/or the appointment of the Telewest  Jersey  Liquidators is valid
and/or effective.

10.4 Telewest UK shall have no right of recourse  against  Telewest  Jersey
for any amounts  paid by Telewest UK under the  indemnity in clause 10.1 to
any person and Telewest UK waives any rights of recourse  against  Telewest
Jersey under that indemnity.

10.5 Telewest  Jersey or the Telewest  Jersey  Liquidators (so far as it is
not inconsistent  with the performance of the Telewest Jersey  Liquidators'
duties  under  the  Insolvency  Legislation)  shall  as soon as  reasonably
practicable  give  notice  to  Telewest  UK of any  proof  of debt or claim
received by Telewest  Jersey or the  Telewest  Jersey  Liquidators.  Within
seven days of  Telewest  UK  receiving  such notice of the proof of debt or
claim,  Telewest UK shall inform  Telewest  Jersey or the  Telewest  Jersey
Liquidators if, in its opinion, Telewest UK believes that the amount of the
claim  the  subject  of the  proof of debt or claim  ought to be  disputed.
Without   prejudice  to  their  powers  and  duties  under  the  Insolvency
Legislation,  the Telewest Jersey  Liquidators shall consider Telewest UK's
opinion and may, if they consider appropriate in view of the powers, duties
and discretions given to them under the Insolvency Legislation, require the
creditor who has  submitted  the proof of debt or claim to produce  further
evidence  or may,  in their  sole  discretion,  reject the proof of debt or
claim and defend any appeal  instigated by the creditor.  Without prejudice
to the provisions of clause 8, Telewest UK undertakes to be responsible for
the  costs of  Telewest  Jersey  and the  Telewest  Jersey  Liquidators  in
considering  Telewest  UK's  opinion in the  admission or rejection of such
proof  of debt or claim  and any  subsequent  appeals  in  relation  to the
rejection of such proof of debt or claim.  For the avoidance of doubt,  any
payments made pursuant to the preceding  sentence shall be made by Telewest
UK directly to the Telewest Jersey Liquidators. For the avoidance of doubt,
upon an order relating to Indemnified  Liabilities being made in respect of
any  appeal,  Telewest  UK shall  upon  demand pay in full such sum that is
ordered to be paid in the winding-up of Telewest  Jersey or by the Telewest
Jersey  Liquidators  and any  interest  thereon  (directly  to the Telewest
Jersey Liquidators or any creditor, as applicable).

10.6 For the term of the Senior Secured Credit  Facility  Agreement and the
Proposed  Amended  Senior Secured Credit  Facility  Agreement,  Telewest UK
shall, as soon as reasonably practicable,  notify the Agent of any proof of
debt or claim being  rejected and keep the Agent informed of the status and
result of any appeal under clause 10.5.

10.7 For the avoidance of doubt,  any failure or refusal by Telewest Jersey
or the Telewest Jersey  Liquidators to comply with the provisions of clause
10.5 shall not invalidate  the indemnity in clause 10.1 or enable  Telewest
UK to refuse to meet its obligations under that indemnity.

10.8 All  payments to be made by Telewest UK under the  indemnity in clause
10.1 shall be made in full  without  any set off,  deduction,  withholding,
counter claim or similar.

11.   PROPERTIES AND GUARANTEES

Part C of  Schedule  3  shall  apply  to the  assignment  of the  Leasehold
Property and to the  substitution  of TCN or Telewest  Limited (as the case
may be) for the Vendor in relation to the Guarantees.

12.   TRANSFER TAXES

Telewest UK shall discharge all UK transfer,  documentary and  registration
duties and taxes (including,  for the avoidance of doubt, stamp duty, stamp
duty land tax and stamp duty reserve tax) and all US transfer,  documentary
and registration  duties or taxes, if any, which arise or become payable in
connection  with the  transfer of the Business  (and the Trade  Marks,  the
Domain  Names,  the  Goodwill  and  the  Business  IPR)  pursuant  to  this
Agreement.  For the  avoidance of doubt,  in no event shall  Telewest UK be
liable to discharge any Vendor  Shareholder  and Bondholder  Reorganisation
Expenses pursuant to this clause 12.

13.   VAT

13.1 In the event that VAT is chargeable  on any of the assets  transferred
pursuant  to this  Agreement,  the  Vendor  shall  issue a VAT  invoice  to
Telewest  UK in respect  of such  asset(s).  Telewest  UK shall pay to H.M.
Customs & Excise on account of the  Vendor's  liability  to pay and account
for output tax an amount equal to any VAT due under such invoice in cleared
funds on or before the date on which the Vendor is  required to account for
the VAT as output tax to H.M. Customs & Excise provided that, if the Vendor
issues the VAT  invoice  more than a month after the end of the VAT quarter
in which the transfer of the relevant asset(s) occurred,  Telewest UK shall
pay to H.M.  Customs & Excise on account of the  Vendor's  liability to pay
and  account  for  output  tax an amount  equal to any VAT due  within  two
Business Days of the date on which the invoice is issued.

13.2  The  Vendor  shall  be  entitled  prior  to  Completion  to  elect in
accordance  with paragraph 2 of Schedule 10 to the Value Added Tax Act 1994
to waive the exemption  from VAT in respect of the Leasehold  Property.  In
the event that the Vendor intends to make such an election,  it will notify
Telewest UK of such an intention.

14.   TAX CONDUCT

14.1 With a view to (a)  minimising  any liability of the Vendor to make or
suffer an actual  payment of tax and (b) subject to (a),  preserving so far
as  possible  tax reliefs  available  as at the  Effective  Date for use by
members of the New  Telewest  Group and in the future,  the parties  hereby
agree as follows.

SECTION 179A ELECTIONS

14.2 If, but for any election made pursuant to this clause 14.2:

(a)  the  transactions  contemplated  by this  Agreement  would  result  in
     chargeable  gains  accruing  to  members  of the  New  Telewest  Group
     pursuant to section 179 of the TCGA; and

(b)  the  Vendor  would as at the  Effective  Date  have  allowable  losses
     available  to it which  losses are not required to eliminate or reduce
     chargeable gains accruing to the Vendor,

the Vendor shall,  and New Telewest shall procure that the relevant members
of the New Telewest  Group  shall,  enter into such joint  elections  under
section  179A of the TCGA as may be  necessary  to ensure  that  chargeable
gains equal to the lower of (X) the amount of chargeable  gains referred to
in  sub-paragraph  (a) above and (Y) the amount of excess  allowable losses
referred to in  sub-paragraph  (b) above are treated as accruing not to the
relevant members of the New Telewest Group but to the Vendor.

14.3 If, but for any election made pursuant to this clause 14.3:

(a)  the  transactions  contemplated  by this  Agreement  would  result  in
     allowable  losses  accruing  to  members  of the  New  Telewest  Group
     pursuant to section 179 of the TCGA; and

(b)  there would be insufficient  allowable  losses available to the Vendor
     as at the Effective Date to eliminate any  chargeable  gains that have
     accrued to it (such  chargeable  gains  being,  as reduced by any such
     allowable losses as are available, the VENDOR'S NET CHARGEABLE GAINS),

the Vendor shall,  and New Telewest shall procure that the relevant members
of the New Telewest  Group  shall,  enter into such joint  elections  under
section  179A of the TCGA as may be  necessary  to  ensure  that  allowable
losses equal to the lower of (X) the amount of allowable losses referred to
in  sub-paragraph  (a) above and (Y) the Vendor's net chargeable  gains are
treated as accruing not to the relevant  members of the New Telewest  Group
but to the Vendor.

GROUP RELIEF

14.4 New Telewest  shall procure that each member of the New Telewest Group
shall,  in respect of the  accounting  period in which the  Effective  Date
occurs  and any prior  accounting  period,  make,  give or enter  into such
claims, elections,  surrenders,  notices or consents (whether unconditional
or  conditional,  whether or not  forming  part of any other  return or tax
document,  whether  provisional  or final,  and including  amendments to or
withdrawals of earlier claims, elections,  surrenders, notices or consents)
as the Vendor shall  validly  direct in  connection  with the  surrender of
losses or other  amounts  eligible  for  surrender  by way of group  relief
(within the meaning of Chapter IV of Part X of ICTA).

14.5 For the avoidance of doubt,  New Telewest's  obligations  under clause
14.4 shall  include an  obligation  to procure  that each member of the New
Telewest  Group  claims  to the  extent  required  by the  Vendor  (for the
purposes of  increasing  the amounts  eligible  for  surrender  by any such
member  of the New  Telewest  Group by way of  group  relief)  any  capital
allowances  to  which  it  is  entitled  in  accordance  with  the  Capital
Allowances Act 2001.

NO PAYMENT

14.6 No  payment  shall be made in  connection  with any  election  made in
accordance with clauses 14.2 or 14.3 or in connection with the surrender of
group relief as contemplated by clause 14.4.

15.   WITHHOLDING TAX AND GROSSING UP

15.1  Telewest UK shall pay all sums  payable by it under  clauses 9 and 10
free and clear of all deductions or  withholdings  for or on account of tax
unless the deduction or  withholding  is required by law. If a deduction or
withholding is so required, Telewest UK shall pay such additional amount as
will  ensure  that the net  amount  received  by the payee  equals the full
amount  which  would  have been  received  by it had no such  deduction  or
withholding been required.

15.2 If the party  receiving an additional  amount  pursuant to clause 15.1
receives a credit for or refund of any tax payable by it or similar benefit
by reason of the deduction or withholding giving rise to the payment of the
additional amount, it shall reimburse to Telewest UK such proportion of the
additional  amount as it shall reasonably  determine leaves it in no better
or worse a position than it would have been in if the relevant deduction or
withholding had not been required.

15.3  If any tax  authority  brings  into  charge  to tax  any sum  paid by
Telewest  UK  under  clauses  9 or 10,  then  Telewest  UK  shall  pay such
additional  amount as shall be  required  to ensure  that the total  amount
paid,  less the tax chargeable on such amount,  is equal to the amount that
would otherwise be payable under clauses 9 or 10.

16.   US TAX

16.1 The parties  intend the  Transaction  to constitute  steps in a single
plan of  reorganisation  of the Vendor and Telewest Jersey  qualifying as a
"reorganisation" within the meaning of section 368(a)(1) of the US Internal
Revenue Code of 1986, as amended.

16.2 The Vendor shall take no action that would cause Telewest Jersey,  TCN
or  Telewest  Limited to be  regarded as a  corporation  or other  business
entity for US federal income tax purposes.

16.3 Each of New  Telewest  and Telewest UK shall take no action that would
cause  New  Telewest  or  Telewest  UK  to  be  regarded  other  than  as a
corporation for US federal income tax purposes.

16.4 Each of New  Telewest  and Telewest UK shall take no action that would
cause  Telewest UK to be regarded  other than as resident in the UK for tax
purposes.

17.   ENTIRE AGREEMENT

This Agreement sets out the entire agreement and understanding  between the
parties in respect of the sale and purchase of the Business  (and the Trade
Marks,  the Domain Names,  the Goodwill and the Business IPR). It is agreed
that:

(a)  no  party  has  entered  into  this  Agreement  in  reliance  upon any
     representation,  warranty or  undertaking  of any other party which is
     not expressly set out or referred to in this Agreement;

(b)  all terms and conditions which are implied under the Sale of Goods Act
     in a contract of sale of goods to which that Act applies are expressly
     excluded from the sale and purchase  under this  Agreement,  save that
     this clause shall not exclude any  liability  under  section 12 of the
     Sale of Goods Act;

(c)  a party may claim in contract for breach of this  Agreement  but shall
     have  no  claim  or  remedy   under  this   Agreement  in  respect  of
     misrepresentation  (whether  negligent or otherwise,  and whether made
     prior to, and/or in, this  Agreement) or untrue  statement made by any
     other party; and

(d)  this clause shall not exclude any liability  for, or remedy in respect
     of, fraudulent misrepresentation.

18.   NOTICES

18.1 Any  notice  or other  communication  to be given by any  party to any
other party under, or in connection with, this Agreement or the indemnities
set out in  clauses  9 and 10 of this  Agreement  shall be in  writing  and
signed by or on behalf of the party giving it. For the  avoidance of doubt,
notices under, or in connection with, this Agreement or the indemnities set
out in clauses 9 and 10 shall not be validly  served,  if sent by email. It
shall be served by sending it by fax to the number set out in clause  18.2,
or delivering it by hand or internationally  recognised courier service, or
sending it by pre-paid  recorded  delivery,  special delivery or registered
post, to the address set out in clause 18.2 and in each case marked for the
attention  of the  relevant  party set out in clause 18.2 (or as  otherwise
notified from time to time in accordance with the provisions of this clause
18). Any notice so served by hand, fax or post shall be deemed to have been
duly given:

(a)  in the case of delivery by hand or internationally  recognised courier
     service, when delivered;

(b)  in the case of fax, at the time of transmission; and

(c)  in  the  case  of  prepaid  recorded  delivery,  special  delivery  or
     registered  post, at 10.00 am on the second Business Day following the
     date of posting,

provided  that, in each case where  delivery by hand or by fax occurs after
5.00 pm on a Business  Day, or at any time on a day which is not a Business
Day,  service  shall be  deemed  to occur at 9.00 am on the next  following
Business Day.

References to time in this clause are to local time at the address to which
the relevant notice is sent.

18.2 The addresses and fax numbers of the parties for the purpose of clause
18.1 are as follows:

THE VENDOR

Address:                160 Great Portland Street
                        London W1W 5QA
                        United Kingdom

Fax:                    +44 20 7299 5495

For the attention of:   General Counsel


NEW TELEWEST

Address:                c/o CT Corporation System
                        1209 Orange Street
                        Wilmington
                        Delaware 19801
                        United States of America

For the attention of:   General Counsel


With a copy to:

Address:                Fried, Frank, Harris, Shriver & Jacobson LLP
                        One New York Plaza
                        New York, NY 10004
                        United States of America

Fax:                    +1 212 859 4000

For the attention of:   Brad Eric Scheler


TELEWEST UK

Address:                160 Great Portland Street
                        London W1W 5QA
                        United Kingdom

Fax:                    +44 20 7299 5495

For the attention of:   General Counsel


With a copy to:

Address:                Fried, Frank, Harris, Shriver & Jacobson
                        (London) LLP
                        99 City Road
                        London EC1Y 1AX
                        United Kingdom

Fax:                    +44 20 7972 9602

For the attention of:   Timothy Peterson

18.3 A party may notify any other  party to this  Agreement  of a change to
its name,  relevant  addressee,  address or fax number for the  purposes of
this clause 18, provided that such notice shall only be effective on:

(a)  the date specified in the notice as the date on which the change is to
     take place; or

(b)  if no date is  specified  or the  date  specified  is less  than  five
     Business  Days  after  the date on which  notice  is  given,  the date
     following  five  Business  Days  after  notice of any  change has been
     given.

18.4 In  proving  such  service  it shall be  sufficient  to prove that the
envelope containing such notice was properly addressed and delivered either
to the address shown thereon or into the custody of the postal  authorities
as a pre-paid  recorded  delivery,  special  delivery  or  registered  post
letter,  or that the notice was transmitted by fax to the fax number of the
relevant  party set out in this clause 18 (or as otherwise  notified  under
it).

19.   WAIVERS

No failure or delay by any party in exercising any right or remedy provided
by law under or  pursuant  to this  Agreement  shall  impair  such right or
remedy  or  operate  or be  construed  as a waiver  or  variation  of it or
preclude  its  exercise  at any  subsequent  time and no single or  partial
exercise of any such right or remedy  shall  preclude  any other or further
exercise of it or the exercise of any other right or remedy.

20.   COUNTERPARTS

This  Agreement  may be executed in any number of  counterparts  and by the
parties to it on separate  counterparts,  each of which is an original  but
all of which together constitute one and the same instrument.

21.   FURTHER ASSURANCE

Each of the parties  agrees with all due  diligence  to perform (or procure
the  performance  of) all further acts and things,  and execute and deliver
(or procure the execution and delivery of) such further  documents,  as may
be  required  by law (or,  in the case of the  Vendor,  as  Telewest UK may
reasonably  require),  whether on or after Completion,  to implement and/or
give effect to this Agreement and the  transactions  contemplated by it and
for the purpose of vesting in Telewest UK (or TCN or Telewest  Limited) the
full  benefit of the  assets,  rights and  benefits  to be  transferred  to
Telewest UK (or at Telewest UK's direction) under this Agreement.

22.   SEVERABILITY

If any  provision  of this  Agreement  is held to be  invalid,  illegal  or
unenforceable,  then such provision shall (so far as it is invalid, illegal
or unenforceable) be given no effect and shall be deemed not to be included
in this Agreement but without  invalidating any of the remaining provisions
of this Agreement.  The parties shall then use all reasonable endeavours to
replace the invalid,  illegal or unenforceable  provision by a valid, legal
and  enforceable  substitute  provision  the effect of which is as close as
possible to the intended  effect of the invalid,  illegal or  unenforceable
provision.

23.   ASSIGNMENT

23.1 The  Vendor  shall not be  entitled  to  assign  the  benefit  of this
Agreement in whole or in part.

23.2 Subject to clause 23.3,  each of New Telewest and Telewest UK shall be
entitled to assign the benefit of this  Agreement  in whole or in part with
the prior written  consent of Telewest UK or, as applicable,  New Telewest.
For the avoidance of doubt,  the Vendor's  consent shall not be required to
any such assignment.

23.3 For the term of the Senior Secured Credit  Facility  Agreement and the
Proposed Amended Senior Secured Credit Facility  Agreement,  any assignment
under  clause  23.2 shall be subject  to the prior  written  consent of the
Agent (acting upon the instructions of the Majority Lenders).

24. RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

24.1 Subject to the other terms and conditions of this Agreement:

(a)  the Vendor Liquidators (once appointed) shall have the right under the
     Contracts  (Rights  of Third  Parties)  Act 1999  (CRTPA)  to  enforce
     clauses 8, 9 and 25 of this Agreement;

(b)  Telewest Jersey and the Telewest Jersey  Liquidators  (once appointed)
     shall have the right  under the CRTPA to enforce  clauses 8, 10 and 25
     of this Agreement;

(c)  TCN shall have the right  under the CRTPA to enforce  clauses 5, 6 and
     25 of this Agreement;

(d)  Telewest  Limited  shall  have the right  under  the CRTPA to  enforce
     clauses 5 and 25 of this Agreement; and

(e)  the Agent (acting upon the instructions of the Majority Lenders) shall
     have the right under the CRTPA to enforce clauses 8.5, 9.6, 10.6, 23.3
     and 25 of this Agreement.

24.2 Save as provided in clause  24.1,  a person who is not a party to this
Agreement shall have no right under the CRTPA to enforce any of its terms.

25.   VARIATION

25.1 Subject to clause 25.2 below,  no variation of this  Agreement  (or of
any of the documents  referred to in this Agreement)  shall be valid unless
it is in writing  and signed by or on behalf of each of the direct  parties
to this Agreement.  The expression "variation" shall include any variation,
supplement, deletion or replacement however effected.

25.2 The parties to this Agreement shall not in any circumstances terminate
or rescind or vary this Agreement in any way such as to:

(a)  extinguish the Vendor  Liquidators'  right to enforce  clauses 8 and 9
     and this clause 25 of this  Agreement  under section 1 of the CRTPA or
     alter the Vendor Liquidators' entitlement under that right without the
     Vendor Liquidators' prior written consent;

(b)  extinguish  the  right  of  Telewest  Jersey  or the  Telewest  Jersey
     Liquidators  to  enforce  clauses 8 and 10 and this  clause 25 of this
     Agreement  under  section  1 of the CRTPA or alter  their  entitlement
     under that right without the prior written  consent of Telewest Jersey
     or the Telewest Jersey Liquidators;

(c)  extinguish the right of TCN to enforce clauses 5 and 6 and this clause
     25 of this  Agreement  under  section  1 of the  CRTPA or alter  TCN's
     entitlement under that right without the prior written consent of TCN;

(d)  extinguish the right of Telewest  Limited to enforce clause 5 and this
     clause  25 of this  Agreement  under  section  1 of the CRTPA or alter
     Telewest  Limited's  entitlement  under that right  without  the prior
     written consent of Telewest Limited; or

(e)  for the term of the Senior Secured Credit  Facility  Agreement and the
     Proposed Amended Senior Secured Credit Facility Agreement,  extinguish
     the right of the Agent to enforce  clauses 8.5,  9.6,  10.6,  23.3 and
     this clause 25 of this Agreement under section 1 of the CRTPA or alter
     its entitlement  under that right without the prior written consent of
     the Agent (acting upon the instructions of the Majority Lenders).

25.3 This Agreement  shall not terminate by reason only of the  dissolution
or liquidation of the Vendor or Telewest Jersey.

26.   JURISDICTION

26.1 All the parties to this Agreement agree that the courts of England are
(subject to clause 26.2 below) to have exclusive jurisdiction to settle any
dispute (including claims for set-off and counterclaims) which may arise in
connection with the validity, effect,  interpretation or performance of, or
the legal relationships established by, this Agreement or otherwise arising
in connection with this Agreement.

26.2 Notwithstanding clause 26.1 above, the parties to this Agreement agree
that the  Liquidators  shall retain the right to bring  proceedings  in any
other  court  which  has  jurisdiction  by  virtue  of  the  Convention  on
Jurisdiction  and the Enforcement of Judgments  signed on 27 September 1968
(as from time to time amended and extended).

26.3 New Telewest irrevocably waives any objections on the grounds of venue
or forum non conveniens to the  jurisdiction of the courts of England or of
any other court in which  proceedings are brought by the Liquidators  under
clause 26.2.

26.4 New  Telewest  shall at all times  maintain  an agent for  service  of
process  and any other  documents  in  proceedings  in England or any other
proceedings  in  connection  with this  Agreement.  Such agent shall be Law
Debenture  Corporate  Services  Limited  currently of Fifth Floor, 100 Wood
Street,  London EC2V 7EX and any claim form, judgment or other notice shall
be  sufficiently  served on New  Telewest if delivered to such agent at its
address for the time being.  New  Telewest  irrevocably  undertakes  not to
revoke the authority of the above agent and if, for any reason,  the Vendor
requests New Telewest to do so it shall promptly appoint another such agent
with an address in England  and advise the  Vendor.  If,  following  such a
request,  New Telewest  fails within ten Business  Days to appoint  another
agent,  the  Vendor  shall be  entitled  to  appoint  one on  behalf of New
Telewest at the expense of New Telewest.

27.   GOVERNING LAW

This Agreement and the  relationship  between the parties shall be governed
by, and interpreted in accordance with, English law.

<PAGE>

                                SCHEDULE 1

                                DEFINITIONS

ACT means the Companies Act 1985, as amended;

AGENT has the meaning given to it in the Proposed  Amended  Senior  Secured
Credit Facility Agreement;

BANK means Barclays Bank plc, Queen Square, Bristol BS1 2DY;

BENEFICIARIES  means (a) the  Beneficiaries  as such term is defined in the
Intercreditor  Deed and (b) from the Completion Date the New  Beneficiaries
as such term is  defined in the  Intercreditor  Deed as amended on or about
that date;

BUSINESS  means any and all  businesses  and activities of the Vendor as at
the Completion Date,  subject to the interests of and encumbrances  created
in favour of the  Beneficiaries  under the Security  Documents,  including,
without limitation,  operating as a holding company and the Business Assets
(but excluding the Excluded Assets);

BUSINESS  ASSETS means all the present and future rights,  undertaking  and
assets of the  Vendor  (other  than the  Excluded  Assets),  subject to the
interests of and the  encumbrances  created in favour of the  Beneficiaries
under the Security Documents,  relating,  or attributable,  to the Business
including, without limitation, the following:

(a)  the shares of the Vendor in the Subsidiaries (together with all rights
     attaching  to them,  including  any  dividend  or  other  distribution
     declared or paid on or after the date of this Agreement);

(b)  the  benefit  (subject to the burden) of all  Contracts  which  remain
     outstanding in whole or in part at the Completion Date;

(c)  (subject to the  provisions  of Part C of  Schedule  3) the  Leasehold
     Property;

(d)  the benefit of all Claims subsisting at the Completion Date or arising
     at any time thereafter;

(e)  the Debtors;

(f)  cash held at the Completion Date or at any time thereafter (other than
     cash which  constitutes an Excluded Asset as set out at paragraph 3 of
     Schedule 4); and

(g)  the TCN Receivable;

BUSINESS DAY means a day (excluding Saturdays) on which banks generally are
open in London for the transaction of normal banking business;

BUSINESS  IPR means all  existing  Intellectual  Property  Rights which are
owned by the Vendor but excluding the Trade Marks and Domain Names;

CLAIMS means the benefit of all rights and claims of the Vendor  arising at
any time out of,  or in  connection  with,  the  Business  (other  than the
Excluded Claims);

COMMITMENT  LETTER means the commitment  letter dated 28 April 2004 between
the  Vendor,  TCN,  New  Telewest,  Telewest  UK and the Senior  Lenders in
respect of the Proposed Amended Senior Secured Credit Facility Agreement;

COMPLETION  means  completion  of  the  sale  and  purchase   hereunder  in
accordance with clauses 4.1 to 4.3;

COMPLETION DATE means the close of business on the date on which Completion
takes place which date shall be prior to the Recapitalisation  Supplemental
Deed Effective Date;

CONDITIONS PRECEDENT means the conditions specified in clause 3.1;

CONSENTS has the meaning given to it in clause 5.2;

CONTRACTS means all contracts, engagements,  licences, guarantees and other
commitments  (including,  for the  avoidance  of doubt,  in  respect of any
Intellectual  Property  Rights)  including any intra-group debt commitments
which have been  entered into or  undertaken  by or on behalf of the Vendor
(other than the Excluded Contracts);

CREDITOR  BENEFICIARIES  means (a) creditors of the Vendor and/or  Telewest
Jersey  in  respect  of  claims  relating  to the  Vendor  Shareholder  and
Bondholder  Reorganisation  Expenses and (b) the professional  advisers and
other persons listed in Schedule 6 (and CREDITOR BENEFICIARY means each one
of them);

CRTPA has the meaning given to it in clause 24.1;

DEBTORS means amounts due to the Vendor at the Completion Date including in
respect of trade debtors,  amounts  recoverable  on contracts,  payments in
advance, trade bills receivable, prepayments and accrued income (other than
Excluded Debtors);

DESIGNATED ACCOUNT means the account holding the Expenses Fund;

DOMAIN NAMES means the internet  domain names set out in Part B of Schedule
5;

EFFECTIVE  DATE means the date on which the Vendor  delivers an office copy
of the Order to the Registrar of Companies for registration;

EMPLOYEE  SHARE  SCHEMES  means the Telewest  1995 (No. 1) Executive  Share
Option Scheme, the Telewest 1995 (No. 2) Executive Share Option Scheme, the
Telewest 1995 Sharesave Scheme,  the Telewest Long Term Incentive Plan, the
Telewest  Equity  Participation  Plan, the Telewest 1995  Restricted  Share
Scheme,  the 1992 Flextech Employee Share Option Scheme,  the 1992 Flextech
Unapproved  Share Option  Scheme,  the 1995 Flextech  Approved Share Option
Scheme,  the 1995 Flextech  Unapproved Share Option Scheme and the Flextech
Sharesave Scheme;

ESCROW  AGENT  means The Bank of New York as  appointed  by the  Vendor and
Telewest Jersey pursuant to the Escrow Agent Agreement;

ESCROW AGENT  AGREEMENT means the escrow agent agreement to be entered into
between the Vendor,  Telewest  Jersey,  Telewest  UK, New  Telewest and the
Escrow Agent prior to the Effective Date;

EXCLUDED  ASSETS  means  the  assets  excluded  from the sale and  purchase
pursuant  to this  Agreement,  being  those more  specifically  detailed in
Schedule 4;

EXCLUDED CLAIMS means:

(a)  the benefit of the rights and claims of the Vendor  arising under this
     Agreement;

(b)  any  personal   claim  which  may  be  brought  by  a  liquidator   or
     administrator under the Insolvency Legislation; and

(c)  claims relating to taxation;

EXCLUDED CONTRACTS means:

(a)  the lease pursuant to which the Vendor holds the Leasehold Property;

(b)  the Guarantees;

(c)  the letter of appointment of Anthony Stenham to the board of directors
     of the Vendor dated 1 December  1999,  as amended by a letter dated 19
     September 2000;

(d)  the  letter  of  appointment  of  Denise  Kingsmill  to the  board  of
     directors of the Vendor dated 22 June 2001;

(e)  the  Contracts in respect of which  novation  agreements  with,  inter
     alios,  Telewest UK, TCN or Telewest Limited (as the case may be) have
     already been entered into on or before the Completion  Date including,
     without  limitation,  the Contracts  listed in Part A of Schedule 8 to
     the extent the novations  pursuant to such novation  agreements become
     effective on or before the Effective Date;

(f)  the Employee Share Schemes; and

(g)  this Agreement;

EXCLUDED DEBTORS means:

(a)  any debtors relating to taxation claims;

(b)  the Excluded TCN Receivable; and

(c)  any  amounts  due under the  Contracts  in respect  of which  novation
     agreements with, inter alios, Telewest UK, TCN or Telewest Limited (as
     the case may be) have  already  been  entered  into on or  before  the
     Completion Date including, without limitation, the Contracts listed in
     Part A of  Schedule  8 to the extent the  novations  pursuant  to such
     novation agreements become effective on or before the Effective Date;

EXCLUDED LIABILITIES means the Liabilities listed in Schedule 9;

EXCLUDED TCN RECEIVABLE means an amount  of(pound)2,972,860,000 owed by TCN
to the Vendor;

EXPENSES  FUND means the fund to be retained by the Vendor (as  trustee) at
Completion in accordance with clause 8 of this Agreement with the Bank;

EXPLANATORY  STATEMENT  means the  explanatory  statement of the Vendor and
Telewest  Jersey required to be furnished to Scheme  Creditors  pursuant to
section 426 of the Act and article 126 of the Jersey Act;

FINANCIAL RESTRUCTURING has the meaning given to it in Recital (A);

GOODWILL  means the  goodwill  of the Vendor in  relation  to the  Vendor's
business  (including  in  relation  to the  Trade  Marks  and the goods and
services in respect of which the Trade Marks are registered)  together with
the exclusive right for TCN to represent itself as carrying on the Vendor's
business in succession to the Vendor;

GUARANTEES means the guarantees listed in Part B of Schedule 3;

ICTA means the Income and Corporation Taxes Act 1988;

INDEMNIFIED  LIABILITIES means any actions,  proceedings,  claims, demands,
costs,  damages,  losses,  expenses,  taxes, duties, writs, interest fines,
penalties   and  all  other   debts,   obligations   (including   indemnity
obligations)  and  liabilities  (both  ascertained  and  contingent) of the
Vendor or, as the context requires,  Telewest Jersey at the Completion Date
or at any time thereafter  (other than the Excluded  Liabilities  (with the
exception of  Liabilities  in respect of the Employee Share Schemes set out
at paragraph 5 of Schedule 9));

INSOLVENCY  LEGISLATION means the Insolvency Act 1986, the Insolvency Rules
1986, the Enterprise Act 2002 and the Jersey Act, each as amended from time
to time, together with all primary and secondary legislation, and case law,
relating to the same;

INTELLECTUAL  PROPERTY  RIGHTS means patents,  trade marks,  service marks,
trade names, internet domain names, rights in designs, copyright (including
rights in computer  software and  databases)  and moral  rights,  rights in
know-how  and other  intellectual  property  rights,  in each case  whether
registered or unregistered and including  applications for the grant of any
such  rights and all rights or forms of  protection  having  equivalent  or
similar effect anywhere in the world;

INTERCREDITOR  DEED (a) prior to the Completion  Date has the meaning given
to it in the Senior  Secured  Credit  Facility  Agreement  and (b) from the
Completion Date has the meaning given to it in the Proposed  Amended Senior
Secured Credit Facility Agreement;

INTRA-GROUP LOANS means the loans listed in Schedule 10;

JERSEY ACT means the Companies (Jersey) Law 1991, as amended;

JERSEY SCHEME has the meaning given to it in Recital (A);

LEASEHOLD PROPERTY means the premises listed in Part A of Schedule 3;

LIABILITIES  means  any  actions,  proceedings,   claims,  demands,  costs,
damages, losses, expenses,  taxes, duties, writs, interest fines, penalties
and all other debts,  obligations  (including  indemnity  obligations)  and
liabilities  (both  ascertained  and  contingent)  of  the  Vendor  at  the
Completion  Date  or at  any  time  thereafter  (other  than  the  Excluded
Liabilities)  and including,  for the avoidance of doubt,  the  Intra-group
Loans;

LIQUIDATORS  means  the  Vendor  Liquidators  and/or  the  Telewest  Jersey
Liquidators, as applicable;

MAJORITY LENDERS has the meaning given to it in the Proposed Amended Senior
Secured Credit Facility Agreement;

MEMBER OF THE NEW  TELEWEST  GROUP means any company of which New  Telewest
is, following the Effective Date, the parent company (within the meaning of
section 258(1) of the Act);

ORDER  means the order of the High Court of  Justice  of England  and Wales
which sanctions the Scheme;

PROPOSED AMENDED SENIOR SECURED CREDIT FACILITY  AGREEMENT means the Senior
Secured Credit Facility  Agreement to be amended and restated pursuant to a
supplemental  deed to be dated on or around  the  Completion  Date (as from
time  to  time  further  amended,  varied,  extended,  restated,  replaced,
refinanced  or  supplemented  (including  by any  increase  in any  amounts
outstanding thereunder or any change to the parties thereto));

RECAPITALISATION  SUPPLEMENTAL DEED EFFECTIVE DATE has the meaning given to
it in the Proposed Amended Senior Secured Credit Facility Agreement;

REGISTRAR OF COMPANIES means the registrar of companies  within the meaning
of the Act;

SALE OF GOODS ACT means the Sale of Goods Act 1979 (as  amended by the Sale
and Supply of Goods Act 1994);

SCHEME has the meaning given to it in Recital (A);

SCHEME CLAIM has the meaning given to it in the Explanatory Statement;

SCHEME CREDITOR has the meaning given to it in the Explanatory Statement;

SECURITY DOCUMENTS means (a) the Security Documents as such term is defined
in  the  Senior  Secured  Credit  Facility  Agreement;  and  (b)  from  the
Completion  Date the  Security  Documents  as such term is  defined  in the
Proposed Amended Senior Secured Credit Facility Agreement;

SECURITY  TRUSTEE has the meaning given to it in the Senior  Secured Credit
Facility Agreement;

SENIOR LENDERS means the lenders under the Senior  Secured Credit  Facility
Agreement;

SENIOR SECURED CREDIT FACILITY AGREEMENT means the agreement dated 16 March
2001  for  credit   facilities  of  (pound)2   billion   together  with  an
institutional  facility of up to  (pound)250  million made  between,  inter
alios, TCN and the Senior Lenders;

SUBSIDIARIES means the companies listed in Schedule 2;

TCGA means the Taxation of Chargeable Gains Act 1992;

TCH means Telewest Communications Holdco Limited whose registered office is
at Export House, Cawsey Way, Woking, Surrey GU21 6QX;

TCN means Telewest  Communications Networks Limited whose registered office
is at Export House, Cawsey Way, Woking, Surrey GU21 6QX;

TCN  RECEIVABLE  means the  amounts  owed by TCN to the Vendor  immediately
prior to Completion (other than the Excluded TCN Receivable);

TELEWEST JERSEY means Telewest  Finance  (Jersey)  Limited whose registered
office is at Whiteley  Chambers,  Don Street,  St. Helier,  Jersey JE4 9WG,
Channel Islands;

TELEWEST JERSEY  LIQUIDATORS  means the  liquidators  appointed to Telewest
Jersey from time to time;

TELEWEST  LIMITED  means  Telewest  Limited whose  registered  office is at
Export House, Cawsey Way, Woking, Surrey GU21 6QX;

TRADE  MARKS  means the  trade  mark  registrations  and  applications  for
registration listed in Part A of Schedule 5;

TRANSACTION  means (i) the transfer of  substantially  all of the assets of
the Vendor  pursuant to this  Agreement;  (ii) the issue by New Telewest of
shares of New Telewest  common stock to the Escrow Agent pursuant to and in
accordance with clause 4.4 of this Agreement;  and (iii) the compromise and
release of the  Scheme  Claims in  consideration  for the  distribution  of
shares of New  Telewest  common  stock to  shareholders  of the  Vendor and
Scheme Creditors pursuant to the Scheme and the Jersey Scheme; and (iv) the
solvent liquidation of the Vendor and the liquidation of Telewest Jersey;

UK or UNITED KINGDOM means the United Kingdom of Great Britain and Northern
Ireland;

US means the United States of America, its territories and possessions, any
State of the United States of America and the District of Columbia;

VAT means value  added tax as provided  for in the Value Added Tax Act 1994
or any similar tax replacing or introduced in addition to the same;

VENDOR LIQUIDATORS means the liquidators  appointed to the Vendor from time
to time; and

VENDOR  SHAREHOLDER  AND  BONDHOLDER   REORGANISATION  EXPENSES  means  any
expenses of the Vendor's  shareholders or the Scheme Creditors  incurred in
connection  with and arising solely as a result of the  Transaction and for
which the Vendor or Telewest Jersey (as the case may be) is liable.


<PAGE>

                                SCHEDULE 2

                                SUBSIDIARIES




<PAGE>

                                SCHEDULE 3

                   PART A DETAILS OF LEASEHOLD PROPERTY



<PAGE>


                                 SCHEDULE 3

                       PART B DETAILS OF GUARANTEES


<PAGE>


                                 SCHEDULE 3

        PART C ASSIGNMENT OF LEASEHOLD PROPERTY AND SUBSTITUTION OF
         TCN OR TELEWEST LIMITED FOR THE VENDOR IN RELATION TO THE
                                 GUARANTEES

1. DEFINITIONS AND INTERPRETATION

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

AGREEMENT means the Agreement of which this Schedule is a part;

ACTUAL COMPLETION DATE means (a) in relation to the Property, the date upon
which completion of the transfer of the Property actually takes place (and,
for the  avoidance of doubt,  is not the date the transfer is registered at
H.M. Land Registry or stamped) and (b) in relation to each  Guarantee,  the
date upon which the  Purchaser  enters into an agreement  with the Landlord
effecting  a  substitution  of itself  for the Vendor in  relation  to that
Guarantee;

CONDITION means the condition set out in paragraph 2.4 of this Schedule;

CONSENT  means any consent,  waiver or deed of  variation  that is required
from the Landlord to transfer the Lease to the Purchaser;

COURT  PROCEEDINGS  means  proceedings  issued by the  Vendor in a court of
competent   jurisdiction   for  a  declaration  that  a  Consent  has  been
unreasonably  withheld  or  delayed  in  breach of the  terms  (express  or
implied) of the Lease;

GUARANTEE  means each  guarantee  given by the Vendor short  particulars of
which  are set  out in  Part B of this  Schedule  and  includes  any  other
documents  connected therewith completed after the date hereof but prior to
the Actual Completion Date and GUARANTEES shall be construed accordingly;

LANDLORD  means  (a)  in  relation  to  the  Property,  the  person  who is
lessor/landlord  under  the  Lease  and  is  entitled  to the  freehold  or
leasehold  reversion  immediately  expectant  upon the term  granted by the
Lease and the  successors  in title and assigns of such person and includes
the person or persons  entitled to the freehold  and any other  interest in
reversion  which is superior to the interest of the  lessor/landlord  under
that Lease;  and (b) in relation to each Guarantee,  the person entitled to
the benefit of that Guarantee (as the context requires);

LEASE means,  in relation to the Property,  the lease short  particulars of
which are set out in Part A of this  Schedule  under which the Vendor holds
the Property and includes any other documents connected therewith completed
after the date hereof but prior to the Actual Completion Date;

LOSSES means all losses, liabilities, damages, settlements, costs, fees and
expenses whatsoever calculated on an after tax basis;

PERMITTED  ENCUMBRANCE  means  any  mortgage,   standard  security,  charge
(whether  legal or  equitable),  assignation  in  security,  pledge,  lien,
hypothecation  or  encumbrance  securing  any  obligation  of any person in
relation to the Property;

PROPERTY  means the  Property  held by the Vendor with a  leasehold  tenure
short  details  of which are set out in Part A of this  Schedule  including
(without limitation) each, every and any part thereof;

PURCHASE  PRICE means,  in respect of the Property the amount  allocated to
such Property in accordance with clause 2.3 of this Agreement;

PURCHASER  means  Telewest  Communications  Networks  Limited  or  Telewest
Limited (as applicable);

PURCHASER'S  SOLICITORS  shall mean  Freshfields  Bruckhaus  Deringer of 65
Fleet Street, London EC4Y 1HS;

RELEASE means any and all consents and releases required from a Landlord in
respect of a  Guarantee  in order to effect a  Substitution  in relation to
such Guarantee and RELEASES shall be construed accordingly;

SUBSTITUTION  means  the  release  of the  Vendor  by a  Landlord  under  a
Guarantee and the  substitution of the Purchaser for the Vendor in relation
to such Guarantee and SUBSTITUTIONS shall be construed accordingly;

VENDOR'S  SOLICITORS shall mean Freshfields  Bruckhaus Deringer of 65 Fleet
Street, London EC4Y 1HS; and

VENDOR  LIQUIDATORS  has the meaning  given to it in the Agreement of which
this Schedule is a part.

1.2  The  paragraph   headings  in  this  Schedule  shall  not  affect  its
interpretation.

1.3 Unless the context otherwise requires:

(a)  references   in  this  Schedule  to  clauses  shall  be  construed  as
     references  to clauses of the  Agreement  of which this  Schedule is a
     part; and references to paragraphs shall be construed as references to
     paragraphs of this Schedule;

(b)  capitalised terms in this Schedule shall, save where otherwise defined
     herein, have the meanings given to them in the Agreement; and

(c)  references to TRANSFER  shall be construed so as to include  assigning
     or assignment.

2.    SALE AGREEMENT

2.1 The Vendor shall sell the Property and the Purchaser shall purchase the
same with no title  guarantee  and (save as provided for  elsewhere in this
Agreement) with vacant possession.

2.2 The Vendor sells the Property subject always to the other provisions of
this  Schedule  and of this  Agreement  (and the  transfer  referred  to in
paragraph 6 shall be construed accordingly).

2.3 The sale price for the Property shall be the Purchase Price.

2.4  Completion  of the  transfer of the Property is  conditional  upon the
grant of the Consent required in respect of the Property.

2.5 If, in relation to the Property:

(a)  the Vendor and Purchaser agree in writing (making express reference to
     this  paragraph)  that the Landlord has  unreasonably  withheld and/or
     delayed a Consent; or

(b)  a  declaration  in the Vendor's  favour is obtained  from the relevant
     court pursuant to Court  Proceedings  and the period of five (5) weeks
     has  passed  since the  perfection  of the order for such  declaration
     without any appeal against such declaration  having been lodged by the
     Landlord (the RELEVANT DATE),

then,  for the purposes of this  Schedule,  the Consent  shall be deemed to
have been  granted  on the date any such  agreement  is  reached  or on the
Relevant  Date (as the case may be) and,  with effect  from such date,  the
Condition  shall be deemed to be  satisfied  and the  Vendor's  obligations
under paragraph 7 shall cease in relation to the Lease.

3.    COMPLETION

3.1 The transfer of the Property  shall be completed at the time and in the
manner set out in paragraph 6.3 and the Purchase Price shall be paid on the
Completion  Date even if a Consent has not been  obtained or the  Condition
has not then  actually  been  satisfied  or deemed  to have been  satisfied
pursuant to paragraph 2.5.

4.    TITLE

4.1 If the Property held by the Vendor has a registered title,  title shall
be deduced in accordance with Section 110 of the Land Registration Act 1925
and shall  comprise copy entries of the  registers  relating to such titles
and  copies of the filed  plans and  copies of the  Vendor's  Lease  (where
applicable).

4.2 If the Property  held by the Vendor has an  unregistered  title,  title
commences with the root of title for the Property.

4.3 Title to the  Property  having  been  deduced to the  Purchaser  or the
Purchaser's  Solicitors  prior to the date hereof (as the Purchaser  hereby
admits),  the  Purchaser  shall be deemed to have  accepted  such title and
shall  not  raise  any  enquiries  or  requisitions  thereon  nor  make any
objections  in  respect  thereof  after the date  hereof  except  where the
subject  matter of the enquiry or  requisition  is registered at H. M. Land
Registry or the Central Land Charges  Register on or after the date of this
Agreement.

4.4 Without  prejudice to the  generality  of paragraph  4.3, the Purchaser
shall not raise any requisition or objection in respect of the fact that:

(a)  the  transfer  to the  Vendor of the  Property  may not at the  Actual
     Completion Date yet have been stamped; or

(b)  the Vendor  may not at the Actual  Completion  Date be  registered  as
     proprietor  of the  Property  in respect of which the  transfer to the
     Vendor has not yet been registered or is in the course of registration
     (whether or not first registration),

subject in either case to the Vendor  having  provided the  Purchaser  with
copies  (certified where possible) of such transfer (which the Vendor shall
be obliged to stamp) and of the  application for  registration.

5.    MATTERS AFFECTING THE PROPERTY

5.1 The  Property is sold subject to the  following  matters so far as they
relate to the  Property  and are still  subsisting  and  capable  of taking
effect at the Actual Completion Date:

(a)  any matters  contained or referred to in the Property  Register or the
     Charges  Register of the  registered  title to the Property kept at HM
     Land Registry (as the case may be);

(b)  the  rent   reserved  by  and  the   covenants  on  the  part  of  the
     lessee/tenant and the conditions contained in and the other provisions
     of the Lease;

(c)  all rights of way, light and air, support,  drainage and other rights,
     easements,  quasi-easements,  liabilities and public or private rights
     whatsoever  and to any liability to repair or contribute to the repair
     of sewers, drains, pipes, party structures and other like matters;

(d)  all  matters  in the  nature  of  overriding  interests  as set out in
     Section 70(1) of the Land Registration Act 1925 (as amended);

(e)  all Local Land Charges  (whether or not registered  before the date of
     this  Agreement) and all matters capable of registration as Local Land
     Charges (whether or not actually registered);

(f)  all notices served and orders,  demands,  proposals,  or  requirements
     made by any local or other public or competent authority;

(g)  all  actual  or   proposed   orders,   directions,   plans,   notices,
     instruments,  charges, restrictions,  conditions,  agreements or other
     matters  arising  under  any  statute  relating  to town  and  country
     planning and any laws and regulations  intended to control or regulate
     the construction,  demolition,  alteration or change of use of land or
     buildings or to preserve or protect the environment; and

(h)  Permitted Encumbrances.

5.2 The  Purchaser  shall be deemed to purchase  or accept a transfer  with
full knowledge and notice of the matters  aforesaid and shall not raise any
objection or requisition whatsoever in respect of the same.

6.    FORM OF TRANSFER

6.1 The transfer to the Purchaser of the Property shall be in a form agreed
between the Purchaser and the Vendor.

6.2 The transfer of the Property shall also contain declarations that:

(a)  notwithstanding  the covenant by the Vendor implied under Section 3(1)
     of the Law of Property  (Miscellaneous  Provisions) Act 1994 (the 1994
     ACT) the  transfer is subject to all matters to which it is  expressed
     to be subject pursuant to the terms of this Agreement;

(b)  the covenants by the Vendor under Section  4(1)(b) of the 1994 Act are
     not implied;

(c)  no  covenants by the Vendor shall be implied by Sections 2, 3 and 4 of
     the 1994 Act; and

(d)  a person who is not a party to the transfer  shall have no right under
     the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.

6.3 The  Purchaser  shall prepare and execute a transfer of the Property in
duplicate and shall deliver the executed  transfer and any other  documents
to be entered into between the Vendor and Purchaser  (with or without other
parties) to the Vendor's  Solicitors  no later than five (5) Business  Days
after the date on which the  Condition  is satisfied or deemed to have been
satisfied pursuant to paragraph 2.5 and the Vendor shall execute and return
the transfer to the  Purchaser  within five (5) Business  Days of receiving
the same and the  Purchaser  shall  within  thirty  (30)  Business  Days of
receipt of the  transfer  arrange for a  duplicate  of it to be stamped and
denoted at the Purchaser's expense and returned to the Vendor's Solicitors.

7.    OBTAINING THE CONSENT

7.1 The Vendor  shall keep the  Purchaser  informed of the  progress of the
application for Consent.

7.2 The Vendor  shall use its  reasonable  endeavours  (including,  without
limitation,  taking  Court  Proceedings  at the  cost  and  request  of the
Purchaser  except  where  either  the  Vendor or the  Purchaser  is able to
provide  the opinion of a leading  counsel  specialising  in  landlord  and
tenant law that such Court Proceedings would, on balance,  be unsuccessful)
and the Purchaser will assist the Vendor to obtain the Consent.

7.3 The Purchaser shall promptly and expeditiously satisfy the requirements
of the  Landlord and shall take all steps to assist the Vendor in obtaining
the Consent (including,  without limitation,  assistance in connection with
any Court  Proceedings or appeal in respect of them) and without  prejudice
to the generality of the foregoing shall:

(a)  provide to the Vendor all  information,  references  and  documents as
     shall be requested by the  Landlord to support any  application  for a
     Consent made by the Vendor in  accordance  with this Schedule or which
     may otherwise be agreed by the parties;

(b)  in any licence to assign or  guarantee,  enter into  direct  covenants
     with the  Landlord to observe and perform the tenant's  covenants  and
     obligations  contained in the Lease until  released under the Landlord
     and Tenant (Covenants) Act 1995; and

(c)  if lawfully required, provide such guarantee, surety or other security
     for the obligations of the Purchaser (as tenant) under the Lease as is
     acceptable to the Landlord,

to the intent  that the  Purchaser  will take all steps and do all acts and
make all payments  which it is necessary to be done and which it is capable
of  doing  or to be  paid to  meet  the  requirements  of the  Landlord  as
aforesaid so as to ensure that the Consent is obtained.

7.4 Any  applications  made by the Vendor to the Landlord or its solicitors
or agents in relation to the  obtaining  of the Consent  shall be in a form
approved by the Purchaser, such approval not to be unreasonably withheld or
delayed.

7.5 Subject to paragraph 12 below, the costs incurred by or awarded against
the Vendor in obtaining the Consent and in pursuing Court  Proceedings  and
any appeal in respect of them (whether by the Vendor or the Landlord) shall
be allocated as follows:

(a)  the  Purchaser  shall  bear its own and the  Vendor's  legal  costs in
     applying for and obtaining the Consent;

(b)  the  Purchaser  shall be  responsible  for the legal  and other  costs
     payable to the Landlord under the Lease; and

(c)  the cost of any Court Proceedings shall be paid by the Purchaser.

7.6 If the Condition has not been satisfied or deemed  satisfied in respect
of the  Property  within  twelve (12) months of the date of this  Agreement
then (provided that it has complied with its obligations  contained in this
Agreement  so far as  they  relate  to the  Lease)  either  the  Vendor  or
Purchaser  shall be entitled by giving  written  notice to the other at any
time thereafter (but only before the Condition has been satisfied or deemed
satisfied) to elect to withdraw the Property  from this  Agreement and upon
service of such  notice the  provisions  of this  Agreement  so far as they
relate to the Property shall determine but without prejudice to:

(a)  the  liability  of  either  party  for any  subsisting  breach of that
     party's  obligations under this Agreement in relation to the Property;
     and

(b)  the parties' obligations under paragraph 7.7.

7.7 Upon service of a notice pursuant to paragraph 7.6:

(a)  the Vendor and  Purchaser  shall be released  from any  obligation  to
     complete the transfer of the Property to the Purchaser;

(b)  the Vendor shall use all reasonable endeavours to:

     (i)  transfer  the  Property  to a third  party  purchaser  (including
          obtaining  any  consent,  waiver  or  deed of  variation  that is
          required from the relevant Landlord); or

     (ii) otherwise dispose of its entire interest in the Property; and

(c)  in the event of the Vendor  transferring the Property to a third party
     purchaser or otherwise disposing of its interest in the Property under
     paragraph 7.7(b) above, the Purchaser shall:

     (i)  be entitled to receive the proceeds (if any) of such  transfer or
          disposal;

     (ii) be  entitled  to receive  all rent and other sums  (whether  past
          present  or  future)  due to the  Vendor  from the tenant and any
          other party under the Lease of the Property;

     (iii)assume all past,  present and future liability on the part of the
          Vendor under the Lease; and

     (iv) be entitled to exercise  any rights and enjoy any  benefits  that
          the Vendor may have under the Lease,

and the parties shall act  reasonably in making such  arrangements  but, in
the event of a dispute  between  the  parties as to the  operation  of this
paragraph  7.7, the dispute shall be referred to a partner in a major legal
practice  with  commercial  experience  who shall be appointed by agreement
between the Vendor and the  Purchaser or (in the absence of  agreement)  by
the president of the Law Society on the  application  of either party,  and
shall act as an expert.

8.    OCCUPATION BY THE PURCHASER

8.1 If, in relation to the Property,  the Condition has not been  satisfied
or deemed  satisfied in accordance  with paragraph 2.5 by  Completion,  the
Purchaser shall,  with effect from  Completion,  be entitled to receive the
income from the Property  and to occupy the  Property as licensee  upon the
terms  and  conditions  contained  in the  Lease.  Such  licence  shall  be
revocable  by the Vendor if  forfeiture  by the  Landlord on account of the
Purchaser's   occupation  itself  constituting  a  breach  of  covenant  or
condition  in the Lease or the  breach  of an order of the Court  cannot be
avoided other than by requiring  the  Purchaser to vacate the Property.  In
the event of such revocation by the Vendor, the terms of paragraphs 7.6 and
7.7 shall apply as if the period of twelve (12) months had expired.

8.2 Whether or not the Purchaser  shall take  occupation of the Property as
licensee  pursuant to paragraph 8.1, the Purchaser shall,  with effect from
Completion,  pay all rents,  service charges,  insurance premiums and other
sums payable by the tenant  under the Lease and shall  observe the tenant's
covenants and conditions  contained  therein and the covenants,  conditions
and  obligations  binding the Vendor  contained in any  relevant  documents
relating to the Property and (if  registered) the registers of the relevant
title(s) in each case from  Completion  and shall,  subject to paragraph 12
below,  keep the Vendor  indemnified from and against all Losses arising on
account of any breach  non-observance  or  non-performance  thereof whether
before, on or after the date hereof.

8.3 The  Vendor  shall  promptly  supply  to the  Purchaser  copies  of all
invoices,  demands,  notices, accounts and other communications received by
the Vendor or its agents in  connection  with any of the  matters for which
the Purchaser  may be liable to make any payment or perform any  obligation
pursuant to paragraph 8.2, and shall at the Purchaser's cost take any steps
and/or  pass on any  representations  which the  Purchaser  may  reasonably
require to be made in connection with any such matters.

8.4 Subject to paragraph 12 below,  the Purchaser  shall indemnify and keep
the Vendor  indemnified  from and against all Losses  arising on account of
any breach of the provisions of this Schedule by the Purchaser.

8.5 In paragraphs 8.6 and 8.8, LEASE means the Lease.

8.6 The Vendor will not:

(a)  effect or accept any  variation or surrender or other  termination  of
     the Lease; nor

(b)  serve any notices upon the Landlord or tenant thereunder; nor

(c)  agree or take any steps in relation to any rent review,

without the prior written  consent of the Purchaser (such consent not to be
unreasonably  withheld or delayed)  and the Vendor shall  forthwith  send a
copy  to the  Purchaser  of any  notice  or  other  material  communication
received  in  connection  with the Lease.  The Vendor  shall,  with all due
expedition,  take such action as the  Purchaser may  reasonably  require in
connection with any such rent review.

8.7 Subject to paragraph 12 below,  the proper costs and expenses  incurred
by the Vendor and  Purchaser  in  connection  with any such  review of rent
shall be borne by the  Purchaser  (irrespective  of whether the rent review
falls before or after Completion).

8.8 The Vendor and Purchaser will co-operate in any reasonable arrangements
proposed  by either of them  designed  to  provide  for the  Purchaser  the
benefits  of the Lease with  effect  from  Completion,  including  (without
limitation):

(a)  enforcement  (at the cost and for the account of the Purchaser) of all
     rights of the Vendor against any other party thereto; and

(b)  taking or, as the case may be, joining in such action as the Purchaser
     may  reasonably  request  (in  either  case  at  the  expense  of  the
     Purchaser) to avoid, dispute, resist, appeal, compromise or defend any
     claim for  forfeiture  and/or  for  damages  and/or  the  exercise  or
     purported exercise of any rights or remedies resulting or arising from
     the occupation of the Purchaser  prior to receipt or deemed receipt of
     the Consent.

9.    RESTRICTION ON SUB SALE

The Vendor  shall not be required to transfer  the  Property  for a greater
consideration than the Purchase Price.

10.   SUBSTITUTION

10.1 The Vendor  shall  apply to the  Landlords  for the  Releases  and the
Vendor  and  Purchaser  will  take  all  steps  and  enter  into  all  such
documentation as is necessary to achieve the  Substitutions  and obtain the
Releases in respect of the Guarantees.

10.2 Completion of the  Substitutions  is conditional upon the grant of the
Releases required in respect of the Guarantees.

10.3 If, in relation to a Guarantee, the Vendor and Purchaser (after making
and  progressing  a proper  application  to the  respective  Landlord for a
Release) agree in writing (making express reference to this paragraph) that
such Landlord  will not grant a Release  then,  with effect from such date,
the  Vendor's and  Purchaser's  obligations  under this  paragraph 10 shall
cease in relation to such Release.

10.4 Save for the  Releases  which the  Vendor  has  applied  for as at the
Completion  Date,  the Vendor shall not later than five (5)  Business  Days
after the Completion  Date apply to the Landlords for the Releases and keep
the Purchaser informed of the progress of each application.

10.5 The Vendor shall use its  reasonable  endeavours  (including,  without
limitation,  taking  Court  Proceedings  at the  cost  and  request  of the
Purchaser  except where the  Substitution  is absolutely  prohibited by the
lease to which the  Guarantee  relates or the Landlord  under that lease to
which the  Guarantee  relates  has an absolute  right to refuse  consent or
either the Vendor or  Purchaser is able to provide the opinion of a leading
counsel specialising in landlord and tenant law that such Court Proceedings
would be, on  balance,  unsuccessful)  and the  Purchaser  will  assist the
Vendor to obtain the Releases.

10.6  The  Purchaser   shall   promptly  and   expeditiously   satisfy  the
requirements  of the Landlord and shall take all steps to assist the Vendor
in obtaining the Releases  (including,  without  limitation,  assistance in
connection  with any Court  Proceedings  or appeal in  respect of them) and
without prejudice to the generality of the foregoing shall:

(a)  provide to the Vendor all  information,  references  and  documents as
     shall be requested by any  Landlord to support any  application  for a
     Release made by the Vendor in  accordance  with this Schedule or which
     may otherwise be agreed by the parties;

(b)  in any  necessary  document,  enter  into  direct  covenants  with the
     relevant Landlord to observe and perform the guarantor's covenants and
     obligations  contained  in the leases to which the  Guarantees  relate
     throughout  the  residue of the term of the lease or, in the case of a
     new lease under the Landlord and Tenant  (Covenants)  Act 1995,  until
     released; and

(c)  if lawfully required, provide such further guarantee,  surety or other
     security for the obligations of the Purchaser (as Guarantor) under the
     lease as is acceptable to the relevant Landlord,

to the intent  that the  Purchaser  will take all steps and do all acts and
make all payments  which it is necessary to be done and which it is capable
of  doing  or to be  paid to  meet  the  requirements  of the  Landlord  as
aforesaid so as to ensure that the Releases are obtained.

10.7  Any  applications  made  by the  Vendor  to the  Landlords  or  their
solicitors or agents in relation to the obtaining of the Releases  shall be
in a form approved by the Purchaser,  such approval not to be  unreasonably
withheld or delayed.

10.8  Subject  to  paragraph  12 below,  the costs  incurred  by or awarded
against  the  Vendor  in  obtaining  the  Releases  and in  pursuing  Court
Proceedings and any appeal in respect of them (whether by the Vendor or the
Landlord) shall be allocated as follows:

(a)  the  Purchaser  shall  bear its own and the  Vendor's  legal  costs in
     applying for and obtaining the Releases;

(b)  the  Purchaser  shall be  responsible  for the legal  and other  costs
     payable  to the  Landlords  under the  leases to which the  Guarantees
     relate; and

(c)  the cost of any Court Proceedings shall be paid by the Purchaser.

10.9 If the  Release  has not been  obtained  in respect  of any  Guarantee
within twelve (12) months of the date of this Agreement then (provided that
it has complied with its obligations  contained in this Agreement so far as
they  relate to the  Guarantee)  either  the Vendor or  Purchaser  shall be
entitled by giving written notice to the other at any time  thereafter (but
only  before  the  Release  has been  obtained)  to elect to  withdraw  the
relevant  Guarantee from this Agreement and upon service of such notice the
provisions  of  this  Agreement  so  far as  they  relate  to the  relevant
Guarantee shall determine but without prejudice to:

(a)  the  liability  of  either  party  for any  subsisting  breach of that
     party's  obligations  under this Agreement in relation to the relevant
     Guarantee; and

(b)  the parties' obligations under paragraph 10.3.

11.   NON-MERGER

Notwithstanding completion of the sale and purchase as contemplated by this
Agreement,  this  Schedule  shall remain in full force and effect so far as
anything contained herein remains to be implemented.

12.   PAYMENT OF COSTS ETC.

For the avoidance of doubt,  where  pursuant to this Schedule the Purchaser
is obliged to pay or bear the  Vendor's  costs and expenses or to indemnify
the Vendor,  the Purchaser  shall make payment in respect of such costs and
expenses or  indemnification  directly to the Vendor  Liquidators or to the
Landlord,  agent,  surveyor,  legal  adviser,  creditor or other party,  as
applicable.


<PAGE>

                                SCHEDULE 4

                              EXCLUDED ASSETS

1.   The Vendor's shareholdings in the following companies

COMPANY                                 NUMBER OF SHARES

Telewest Jersey                                 2

New Telewest                                    1

2.   Excluded TCN Receivable

3.   any cash credited to the  Designated  Account in respect of the Expenses
Fund in accordance with clause 8 of this Agreement

4.   Trade Marks

5.   Domain Names

6.   Goodwill

7.   Business IPR


<PAGE>

                                SCHEDULE 5

                             REGISTERED RIGHTS

                                  PART A

<PAGE>

                                 SCHEDULE 5

                                  PART B

                           DOMAINS REGISTERED TO
                        TELEWEST COMMUNICATIONS PLC


<PAGE>





                                SCHEDULE 6

                              LIST OF ADVISERS

         PROFESSIONAL ADVISERS AND/OR SERVICE PROVIDERS ENGAGED IN
       CONNECTION WITH THE FINANCIAL RESTRUCTURING FOR WHOSE FEES THE
                              VENDOR IS LIABLE


<PAGE>

                                SCHEDULE 7

                               APPORTIONMENT


<PAGE>

                                SCHEDULE 8

                          CONTRACTS TO BE NOVATED

                                  PART A

        CONTRACTS IN RESPECT OF WHICH NOVATION AGREEMENTS HAVE BEEN
                                ENTERED INTO

<PAGE>


                                  PART B

      CONTRACTS IN RESPECT OF WHICH NOVATION AGREEMENTS HAVE NOT BEEN
                                ENTERED INTO





<PAGE>

                                SCHEDULE 9

                            EXCLUDED LIABILITIES


<PAGE>


                                SCHEDULE 10

                             INTRA-GROUP LOANS


<PAGE>

                                SCHEDULE 11

                         FORM OF NOVATION AGREEMENT

                                  [ ] 2004






                        TELEWEST COMMUNICATIONS PLC




                            TELEWEST UK LIMITED




                   [Insert name of relevant counterparty]







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

                              DEED OF NOVATION

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




<PAGE>


THIS DEED is made on                  2004  between the following
parties:

(1)  TELEWEST  COMMUNICATIONS  PLC a company  incorporated  in England  and
     Wales (company  number 2983307) whose  registered  office is at Export
     House, Cawsey Way, Woking, Surrey GU21 6QX (the TRANSFEROR);

(2)  TELEWEST  UK  LIMITED  a company  incorporated  in  England  and Wales
     (company number 4925679) whose  registered  office is at Export House,
     as above (the TRANSFEREE); and

(3)  [Insert  name of  relevant  counterparty]  a company  incorporated  in
     England and Wales ([insert company number]) whose registered office is
     at Export House, as above (the LENDER).

WHEREAS

(A)  Reference is made to a debt of [o] as between the  Transferor  and the
Lender (the OLD LOAN). The Old Loan is in respect of [insert description of
the loan].

(B) The Transferor  intends to enter into a scheme of arrangement  with its
creditors  pursuant to section 425 of the  Companies  Act 1985 (the SCHEME)
and, in connection with the Scheme,  to enter into an agreement to transfer
its  business  (the  TRANSFER  AGREEMENT).  As part of the  transfer of the
Transferor's  business and with effect from and  including  the  Completion
Date (as defined below),  the Transferor  wishes to transfer by novation to
the  Transferee,  and the  Transferee  wishes to  accept  the  transfer  by
novation of, all the rights,  liabilities,  duties and  obligations  of the
Transferor under the Old Loan.

(C) The  Transferor,  the  Transferee  and the  Lender  have  agreed to the
novation  of the Old Loan in order to  terminate  and  replace the Old Loan
with a new  agreement  between the Lender and the  Transferee  on identical
terms, save that the Transferee shall be a party in place of the Transferor
(the NEW LOAN).

(D) The  Transferor,  Transferee  and the  Lender  enter  into this Deed to
record the  termination  of the Old Loan and its  replacement  with the New
Loan.

NOW THIS DEED WITNESSETH as follows:

1.    DEFINITIONS

1.1 In this Deed  COMPLETION DATE shall mean the date on which the Transfer
Agreement  completes  pursuant  to  clauses  4.1 to  4.3  of  the  Transfer
Agreement.

1.2 The headings  referred to in this Deed are for reference  purposes only
and shall not affect the  meaning or  construction  of the clauses to which
they relate.

2.    TRANSFER, RELEASE, DISCHARGE AND UNDERTAKINGS

With effect from and including the Completion Date:

2.1 the Old Loan  including  all accrued  rights and  liabilities  under it
already in  existence  as at that date,  shall be  terminated  and shall be
replaced by the New Loan, which shall be on identical terms to the Old Loan
save that the Transferee shall be a party in place of the Transferor;

2.2 the Transferee undertakes with the Lender to accept,  observe,  perform
and discharge all its  liabilities  and  obligations  arising under the New
Loan;

2.3 the Lender agrees to the  substitution  of the New Loan in place of the
Old Loan and that the  Transferee  may exercise and enjoy all of its rights
under the terms of the New Loan;

2.4 the Lender  hereby  releases and  discharges  the  Transferor  from all
claims  and  demands  by the  Lender,  and  from  each of the  Transferor's
liabilities  and  obligations  to the Lender under the Old Loan and accepts
the identical  liabilities and obligations to it of the Transferee in place
of the Transferor under the New Loan; and

2.5 the  Transferor  hereby  releases  and  discharges  the Lender from all
claims  and  demands  by the  Transferor,  and  from  each of the  Lender's
liabilities and obligations to the Transferor under the Old Loan.

3.    THIRD PARTIES

A person who is not a party to this Deed has no right  under the  Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Deed.

4.    COUNTERPARTS

This Deed may be executed  by the parties  hereto in any number of separate
counterparts, each of which when executed and delivered shall constitute an
original of this Deed, but all the counterparts  shall together  constitute
one and the same deed. No counterpart  shall be effective  until each party
has executed at least one part or counterpart.

5.    GOVERNING LAW AND JURISDICTION

This Deed and the  relationship  between the parties  shall be governed by,
and  construed  in  accordance  with,  the laws of England  and the English
courts shall have exclusive jurisdiction.

IN WITNESS  WHEREOF this Deed has been  executed and delivered as a deed by
the parties hereto on the date first above written.


<PAGE>


EXECUTED as a DEED by                      )
TELEWEST COMMUNICATIONS PLC                )
acting by two directors/                   )
a director and the secretary               )





EXECUTED as a DEED by                      )
TELEWEST UK LIMITED                        )
acting by two directors/                   )
a director and the secretary               )








EXECUTED as a DEED by                      )
[insert name of relevant counterparty]     )
acting by two directors/                   )
a director and the secretary               )


<PAGE>


                                SCHEDULE 12

                        FORM OF NOTICE OF ASSIGNMENT


To:    Telewest Communications Networks Limited
       Export House
       Cawsey Way
       Woking
       Surrey GU21 6QX

Copy:  Telewest UK Limited (the ASSIGNEE)
       Export House
       Cawsey Way
       Woking
       Surrey GU21 6QX

From:  Telewest Communications plc (the ASSIGNOR)
       Export House
       Cawsey Way
       Woking
       Surrey GU21 6QX

Dated: [_____]

Dear Sirs

We refer to the transfer  agreement  dated  [_____  _____] 2004 between the
Assignor,  Telewest Global, Inc. and the Assignee (the TRANSFER AGREEMENT).
Terms  defined  in the  Transfer  Agreement  have the same  meaning in this
Notice.

We hereby give notice to you that, pursuant to the Transfer  Agreement,  we
have assigned absolutely all our rights, title, benefit and interest to the
TCN Receivable amounting to (pound)[5,136,592,929] to the Assignee.

Please  acknowledge  receipt of this notice by signing the attached copy of
it and sending it to the Assignee.

Yours faithfully

.............................................
for and on behalf of
Telewest Communications plc



............................................
Acknowledged
for and on behalf of
Telewest Communications Networks Limited


<PAGE>

                                SCHEDULE 13

             FORM OF ASSIGNMENT OF TRADE MARKS AND DOMAIN NAMES



                                  [ ] 2004







                        TELEWEST COMMUNICATIONS PLC




                  TELEWEST COMMUNICATIONS NETWORKS LIMITED




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

                             DEED OF ASSIGNMENT
                      OF TRADE MARKS AND DOMAIN NAMES

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





<PAGE>


THIS DEED OF ASSIGNMENT is made on              2004

BETWEEN

(1)  TELEWEST  COMMUNICATIONS  PLC  whose  registered  office  is at Export
     House, Cawsey Way, Woking, Surrey GU21 6QX (the ASSIGNOR); and

(2)  TELEWEST COMMUNICATIONS NETWORKS LIMITED whose registered office is at
     Export House, Cawsey Way, Woking, Surrey GU21 6QX (the ASSIGNEE).

WHEREAS

(A) The  Assignor  is the  registered  proprietor  of the  Trade  Marks (as
defined below).

(B) The Assignor is the registrant of the Domain Names (as defined below).

(C) The Assignor owns the Business IPR (as defined below).

(D) The  Assignor  intends to enter into a scheme of  arrangement  with its
creditors  pursuant to section 425 of the  Companies  Act 1985 (the SCHEME)
and, in connection  with the Scheme,  intends to enter into an agreement to
transfer its  business to Telewest UK Limited,  at the time of the transfer
of the business a  wholly-owned  subsidiary of the Assignor,  (the TRANSFER
Agreement).

(E) This Agreement is entered into pursuant to the Transfer Agreement.

(F) The Assignor has agreed to assign the Trade  Marks,  the Domain  Names,
the  Goodwill  and  the  Business  IPR  to the  Assignee  which,  from  the
Completion  Date (as defined  below) will be a  wholly-owned  subsidiary of
Telewest UK Limited, and the Assignee has agreed to accept such assignment,
on the terms and conditions set out in this Deed.

IT IS AGREED as follows:

1.    INTERPRETATION

1.1 In this  Deed  the  following  expressions  shall  have  the  following
meanings:

BUSINESS  IPR means all  existing  Intellectual  Property  Rights which are
owned by the Assignor but excluding the Trade Marks and Domain Names;

COMPLETION  DATE means the date on which the Transfer  Agreement  completes
pursuant to clauses 4.1 to 4.3 of the Transfer Agreement;

DOMAIN  NAMES means the  Assignor's  rights in and to the  internet  domain
names set out in Part B of Schedule 1;

GOODWILL  means the goodwill of the Assignor in relation to the  Assignor's
business  (including  in  relation  to the  Trade  Marks  and the goods and
services in respect of which the Trade Marks are registered)  together with
the exclusive right for the Assignee to represent itself as carrying on the
Assignor's business in succession to the Assignor;

INTELLECTUAL  PROPERTY  RIGHTS means patents,  trade marks,  service marks,
trade names, internet domain names, rights in designs, copyright (including
rights in computer  software and  databases)  and moral  rights,  rights in
know-how  and other  intellectual  property  rights,  in each case  whether
registered or unregistered and including  applications for the grant of any
such  rights and all rights or forms of  protection  having  equivalent  or
similar effect anywhere in the world;

REGISTERED includes registrations and applications for registration; and

TRADE  MARKS  means the  trade  mark  registrations  and  applications  for
registration set out in Part A of Schedule 1.

1.2 In this Deed, unless the context otherwise requires:

(a)  references to PERSONS includes individuals, bodies corporate (wherever
     incorporated), unincorporated associations and partnerships;

(b)  the headings are inserted for  convenience  only and do not affect the
     construction of the Deed;

(c)  references to one gender includes all genders; and

(d)  any reference to an enactment or statutory provision is a reference to
     it as it may have been, or may from time to time be amended, modified,
     consolidated or re-enacted.

2.    ASSIGNMENT

Pursuant to the  Transfer  Agreement,  the Assignor  hereby  assigns to the
Assignee  with  full  title  guarantee  absolutely,  with  effect  from the
Completion  Date,  subject only to the terms and conditions of any licences
granted to third parties and otherwise free of all charges, liens, options,
licences and encumbrances,  all of its rights, title and interest in and to
the Trade Marks, Domain Names and the Business IPR, including:

(a)  all  statutory  and common law rights  attaching  to the Trade  Marks,
     together with the Goodwill; and

(b)  the right to sue (and to retain  damages  recovered) in respect of any
     infringement or  unauthorised  use of any of the Trade Marks which may
     have occurred before the Completion Date.

3.    FURTHER ASSURANCE

The Assignor shall perform (or procure the performance of) all further acts
and things, and make any filings and give any notifications (or procure the
making of any  filings or giving of any  notifications),  and  execute  and
deliver (or procure the  execution  and delivery of) any further  documents
required to effect the  assignment of the Trade Marks and all the rights of
the Assignor to the Domain Names and the Business IPR to the Assignee.

4.    WAIVERS

No  failure  or delay by  either  party in  exercising  any right or remedy
provided by law under or  pursuant to this Deed shall  impair such right or
remedy  or  operate  or be  construed  as a waiver  or  variation  of it or
preclude  its  exercise  at any  subsequent  time and no single or  partial
exercise of any such right or remedy  shall  preclude  any other or further
exercise of it or the exercise of any other right or remedy.

5.    FORCE MAJEURE

Neither party shall be liable for failure or delay in performing any of its
obligations  under or pursuant to this Deed if such failure or delay is due
to any cause  whatsoever  outside its reasonable  control,  and it shall be
entitled  to a  reasonable  extension  of  the  time  for  performing  such
obligations as a result of such cause.

6.    AMENDMENT

6.1 No  variation  of this Deed shall be valid  unless it is in writing and
signed by or on behalf of both parties.

6.2 Unless expressly agreed, no variation shall constitute a general waiver
of any provisions of this Deed, nor shall it affect any rights, obligations
or liabilities under or pursuant to this Deed which have already accrued up
to the date of  variation,  and the rights and  obligations  of the parties
under or  pursuant  to this Deed  shall  remain in full  force and  effect,
except and only to the extent that they are so varied.

7.    SEVERABILITY

If and to the extent that any provision of this Deed is held to be illegal,
void or unenforceable, such provision shall be given no effect and shall be
deemed not to be included in this Deed but without  invalidating any of the
remaining provisions of this Deed.

8.    GOVERNING LAW AND JURISDICTION

8.1 This Deed and the  relationship  between the parties  shall be governed
by, and interpreted in accordance with, English law.

8.2 Each of the  parties  agree  that the  courts  of  England  are to have
exclusive  jurisdiction to settle any dispute (including claims for set-off
and  counterclaims)  which  may  arise in  connection  with  the  creation,
validity,   effect,   interpretation   or  performance  of,  or  the  legal
relationships  established by, this Deed or otherwise arising in connection
with this Deed and for such purposes irrevocably submit to the jurisdiction
of the English courts.

9.    COUNTERPARTS

This Deed may be executed in any number of counterparts  and by the parties
to it on separate  counterparts,  each of which is an  original  but all of
which together constitute one and the same instrument.

10.   RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

10.1 Telewest UK Limited shall have the right under the Contracts (Right of
Third Parties) Act 1999 (CRTPA) to enforce clause 2 of this Deed.

10.2 Save as provided in clause  10.1,  a person who is not a party to this
Deed shall have no right under the CRTPA to enforce any of its terms.

IN WITNESS  WHEREOF this Deed has been  executed and delivered as a deed by
the parties hereto on the day and year first written above.

EXECUTED as a DEED by               )
TELEWEST COMMUNICATIONS PLC         )
acting by two directors/            )
a director and the secretary        )





EXECUTED as a DEED by               )
TELEWEST COMMUNICATIONS             )
NETWORKS LIMITED                    )
acting by two directors/            )
a director and the secretary        )






<PAGE>

                                 SCHEDULE 1

                            PART A -TRADE MARKS


<PAGE>

                                   PART B

                           DOMAINS REGISTERED TO
                        TELEWEST COMMUNICATIONS PLC




<PAGE>

IN WITNESS WHEREOF this Agreement has been executed and delivered as a deed
by the parties hereto the day and year first before written.


EXECUTED as a DEED by                           )
TELEWEST COMMUNICATIONS PLC                     )
acting by two directors/                        )
a director and the secretary                    )





SIGNED as a DEED                                )
on behalf of TELEWEST GLOBAL, INC.,             )
a company organised under the laws of Delaware  )
by a duly authorised signatory who,             )
in accordance with the laws of that territory,  )
is acting under the authority of                )
TELEWEST GLOBAL, INC.                           )






EXECUTED as a DEED by                           )
TELEWEST UK LIMITED                             )
acting by two directors/                        )
a director and the secretary                    )


<PAGE>




<PAGE>


                                  CONTENTS


CLAUSE                                                  PAGE



1.    DEFINITIONS..........................................2

2.    AGREEMENT TO TRANSFER AND PRICE......................2

3.    CONDITIONS PRECEDENT.................................2

4.    COMPLETION...........................................3

5.    TITLE AND SUPPLEMENTARY PROVISIONS...................3

6.    TRADE MARKS, DOMAIN NAMES, GOODWILL AND BUSINESS
IPR........................................................4

7.    INTRA-GROUP LOANS AND TCN RECEIVABLE.................5

8.    EXPENSES FUND........................................5

9.    INDEMNITY FOR VENDOR.................................7

10.   INDEMNITY FOR TELEWEST JERSEY........................8

11.   PROPERTIES AND GUARANTEES...........................10

12.   TRANSFER TAXES......................................10

13.   VAT.................................................10

14.   TAX CONDUCT.........................................10

15.   WITHHOLDING TAX AND GROSSING UP.....................12

16.   US TAX..............................................12

17.   ENTIRE AGREEMENT....................................12

18.   NOTICES.............................................13

19.   WAIVERS.............................................15

20.   COUNTERPARTS........................................15

21.   FURTHER ASSURANCE...................................15

22.   SEVERABILITY........................................16

23.   ASSIGNMENT..........................................16

24.   RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999..................................................16

25.   VARIATION...........................................17

26.   JURISDICTION........................................17

27.   GOVERNING LAW.......................................18

SCHEDULE 1 DEFINITIONS....................................19

SCHEDULE 2 SUBSIDIARIES...................................26

SCHEDULE 3................................................27

PART A DETAILS OF LEASEHOLD PROPERTY......................27

PART B DETAILS OF GUARANTEES..............................28

PART C ASSIGNMENT OF LEASEHOLD PROPERTY AND SUBSTITUTION
OF TCN OR TELEWEST LIMITED FOR THE VENDOR IN RELATION TO
THE GUARANTEES............................................29

SCHEDULE 4 EXCLUDED ASSETS................................40

SCHEDULE 5 REGISTERED RIGHTS..............................41

PART A....................................................41

PART B....................................................42

SCHEDULE 6 LIST OF ADVISERS...............................43

SCHEDULE 7 APPORTIONMENT..................................44

SCHEDULE 8................................................45

PART A....................................................45

PART B....................................................46

SCHEDULE 9 EXCLUDED LIABILITIES...........................47

SCHEDULE 10 INTRA-GROUP LOANS.............................48

SCHEDULE 11 FORM OF NOVATION AGREEMENT....................49

SCHEDULE 12 FORM OF NOTICE OF ASSIGNMENT..................53

SCHEDULE 13 FORM OF ASSIGNMENT OF TRADE MARKS AND DOMAIN
NAMES.....................................................54


<PAGE>

                                 JULY 2004









                        TELEWEST COMMUNICATIONS PLC




                            TELEWEST GLOBAL, INC




                            TELEWEST UK LIMITED









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

                             TRANSFER AGREEMENT


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