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                                                                   Exhibit 10.4

                              EMPLOYMENT AGREEMENT

     This Employment Agreement (this "Agreement"), dated as of February 26,
2001, is entered into by and between CABLETEL MANAGEMENT, Inc., a Colorado
corporation with its principal offices located at 6300 S. Syracuse Way, Suite
355, Englewood, Colorado 80111 ("Company"), and TIMOTHY A. SAMPLES, a U.S.
citizen and resident of the United Kingdom ("Executive").

                                    RECITALS

     A.     The Company provides management and consulting personnel to
CompleTel Europe N.V., a Netherlands public company (together with its
subsidiaries "CompleTel Europe").

     B.     The Company wishes to employ Executive and Executive wishes to be
employed by the Company, to be seconded to CompleTel Europe its subsidiary,
CompleTel Headquarters UK Limited or another of CompleTel Europe N.V.'s
subsidiaries as may be decided from time to time to serve in the capacity of
Managing Director and Chief Executive Officer, under the terms and conditions
contained herein.

                                    AGREEMENT

     In consideration of the rights and obligations created hereunder, the
parties agree as follows:

     1.     POSITIONS AND DUTIES.

            (a)  DUTIES. Executive's employment will begin March 1, 2001 (the
"Effective Date") and will continue until terminated as specified in Section
4 (the "Term"). During the Term, Executive shall be seconded initially to
CompleTel Headquarters UK Limited or to another company in the CompleTel
group, as may be decided from time to time, pursuant to the terms of a
Secondment Agreement, of even date herewith, to serve as its Chief Executive
Officer (the "Secondment"). At the next annual meeting of CompleTel Europe's
shareholders, Executive will be nominated to serve as a Managing Director of
CompleTel Europe. In his capacity as Managing Director and Chief Executive
Officer of CompleTel Europe and CompleTel Headquarters UK Limited,
(hereinafter sometimes collectively referred to as "CompleTel") Executive
shall have the duties, responsibilities and authority as are customarily
required of and given to a managing director and chief executive officer and
shall have such other duties and responsibilities commensurate with his
position as the Supervisory Board of CompleTel Europe (the "Supervisory
Board") shall establish. Executive shall perform his duties and
responsibilities at CompleTel Europe's offices in Western Europe. For
purposes of this Agreement, the term "employment" shall include Executive's
services during the Term to the Company or to CompleTel in any capacity.

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            (b)  REPORTING. Executive shall report to the Supervisory Board,
initially through its vice chairman, and shall perform his duties subject to
the overall policies and directions of the Supervisory Board. The Supervisory
Board, however, may elect to establish other reporting relationships in its
discretion. Executive shall devote substantially his full business time,
energy, and ability to the business of CompleTel. Executive will comply with
any time-recording and record-keeping obligations as the Company may
implement from time to time.

            (c)  OTHER ACTIVITIES. Executive may (i) with the prior express
authorization of the Supervisory Board, serve as a director or trustee of
other for-profit corporations or businesses that do not compete with the
present or future business of the Company or CompleTel, PROVIDED that, if the
Company or the Supervisory Board determines that a directorship is with a
competitive entity, it shall notify Executive in writing and Executive shall
have a reasonable period of time to resign such directorship, (ii) serve on
civic or charitable boards or committees, (iii) deliver lectures and fulfill
speaking engagements (and retain any fees therefrom), and (iv) manage
personal investments; PROVIDED, HOWEVER, that Executive may not engage in any
of the activities described in this Paragraph 1(c) to the extent such
activities interfere with the performance of Executive's duties under this
Agreement.

     2.     COMPENSATION; BONUS; BENEFITS.

            (a)  SALARY. For all services provided by Executive hereunder,
Executive shall receive during the Term a base annual salary of $400,000.00,
payable semimonthly in arrears. The base annual salary shall be reviewed by
the Supervisory Board as of each anniversary of the Effective Date and may be
increased upon the written recommendation of the Supervisory Board with the
Company's approval, which approval will not unreasonably be withheld. The
base salary as so increased may not be decreased.

            (b)  BONUSES. At each anniversary of the Effective Date, for all
services provided hereunder, Executive shall be eligible to receive a target
bonus as approved by the Supervisory Board, subject to Executive having met
performance targets established by the Supervisory Board of up to 50% of his
base annual salary. Said bonus may be increased up to an amount equal to 200%
of his base annual salary for outstanding performance upon the written
recommendation of the Supervisory Board with the Company's approval, which
approval will not unreasonably be withheld. The 50% bonus set forth
hereinabove is guaranteed to be paid by the Company to the Executive on the
first anniversary date if Executive is still employed by the Company,
seconded to CompleTel and serving as CompleTel Europe's Managing Director and
Chief Executive Officer, at that time. The bonus, if any, will be paid only
after CompleTel shall have notified the Company that the CompleTel Europe
accounts have been audited, approved by CompleTel Europe's audit committee
and published to its investors.

            (c)  BASIC BENEFITS.

                 (i)    During the Term, the Company shall provide Executive
     with the benefits of such insurance plans, hospitalization plans, and
     other U.S.-based employee benefit plans as the Company shall in its sole
     discretion adopt from time to time and as

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     are comparable to those provided to other senior executives of the
     Company. The Company may provide those benefits directly by having
     Executive participate in the Company's benefits plan, or the Company may
     provide any portion of the benefits by reimbursing Executive for premiums
     he pays to acquire such benefits under private plans agreed upon between
     Executive and the Company.

                 (ii)   Executive's immediate family (which shall consist of
     his partner and any dependent children) will be covered by the benefits
     package described above to the same extent as immediate family members are
     covered for comparable senior executives of the Company in the U.S. during
     the Term.

                 (iii)  Executive shall be entitled to sick leave and
     vacation in accordance with the Company's established policies
     applicable to its employees generally, provided that Executive shall be
     entitled to a minimum of four weeks vacation each year.

                 (iv)   During each annual period of Secondment, for U.S.
     visits, the Company shall pay airfare up to a maximum amount per year
     equal to the cost of two business class round trips per year between
     London and the U.S. for Executive and his immediate family, and associated
     hotel and rental car expenses. In addition, the Company shall provide
     reasonable paid emergency leave to Executive in the case of serious injury
     to Executive or any member of his immediate family or death of any member
     of his immediate family, and in connection with any such emergency leave,
     shall pay airfare up to a maximum amount per year equal to the cost of one
     business class round trip airfare between London and the U.S. for
     Executive and his immediate family.

                 (v)    TAX RETURN PREPARATION. For such period of time as
     Executive's tax return shall be affected by the Secondment, the Company
     will pay the cost to prepare all U.S. (including any applicable state)
     and foreign tax returns which must be filed as a result of Executive's
     employment hereunder, and any tax planning advice, by an accounting firm
     selected by the Company up to a total amount of $10,000 annually. The
     Company and Executive agree that notwithstanding the Secondment, Executive
     will not be subject to and entitled to the benefits of the Company's tax
     equalization policy. Executive acknowledges and agrees that he will bear
     the entire amount of any additional tax cost that may result from his
     Secondment.

            (d)  BUSINESS EXPENSES. To the extent not otherwise reimbursed
under the Secondment Agreement, the Company shall pay or shall reimburse
Executive for reasonable and necessary business expenses incurred by Executive
in carrying out Executive's duties under this Agreement which are documented in
accordance with Company policy.

     3.     OTHER PAYMENTS.

            (a)  HOUSING. The Company will not provide any relocation,
housing or education support to Executive, inasmuch as the primary location
of Executive's services will be located in the United Kingdom for CompleTel
Headquarters UK Limited.

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            (b)  OTHER. The Company will provide Executive with the use
of an automobile and similar benefits available to executives of the Company.

     4.     TERMINATION. Executive's employment hereunder shall terminate on
the following terms and conditions. Upon the termination of his employment
(for whatever reason and howsoever arising) Executive shall immediately
resign without claim for compensation as a Managing Director of CompleTel
Europe and any subsidiary and from any other office held by him in the
Company, CompleTel Europe or any of its subsidiaries (but without prejudice
to any claim he may have for damages for breach of this Agreement or
otherwise, and without prejudice to any right to benefit or any right to be
indemnified under the statutes/bylaws/articles of association, or the
equivalent, of the Company, CompleTel Europe or any of its subsidiaries) and
Executive shall co-operate fully in terminating any such office in accordance
with applicable local law.

            (a)  DEATH. If Executive dies during the term of this Agreement,
this Agreement shall terminate as of the date of Executive's death, and
Executive's base annual salary shall be paid through the date of death,
except that if Executive dies before the first anniversary of the Effective
Date, Company agrees that the estate will be paid an amount equal to six
months of base annual salary. No other payments will be due.

            (b)  DISABILITY. If, during the term of this Agreement, Executive
becomes disabled, the Company may terminate this Agreement 30 days after
receipt by Executive or his duly appointed legal representative of a notice
of termination. For purposes of this Section 4(b), Executive shall be
"disabled" if he is unable to effectively perform his duties hereunder by
reason of any medically determinable physical or mental impairment which can
be expected to result in death within 12 months or which has lasted or can be
expected to last for a continuous period of not less than six months. If this
Agreement is terminated under this Section 4(b), Executive shall continue to
receive his base annual salary (at the level payable in the year of
termination) through the date of termination. No other payments will be due.

            (c)  WITHOUT CAUSE.  The Company may terminate Executive's
employment without cause by delivering to Executive written notice of
termination.

            (i) If Executive is discharged without cause before the first
anniversary of the Effective Date, the Executive shall be entitled to receive
(a) within 30 days after the date of termination an amount equal to the
aggregate base annual salary that would have been payable through the 24
months following termination, (b) a continuation of his benefits as specified
in Section 2(c) through the date of termination as specified in the
termination notice, and (c) within 90 days after the end of the fiscal year
in which termination occurs, a pro-rata portion of the on-target bonus he
would have earned under Section 2(b) based upon the number of days that
Executive was employed during such fiscal year.

            (ii) If Executive is discharged without cause after the first
anniversary date, Executive shall be entitled to receive (a) within 30 days
after the date of termination, an amount equal to the aggregate base salary
that would have been payable through the 12 months following termination, (b)
a continuation of his benefits as specified in Section 2(c) through the

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date of termination, and (c) within 90 days after the end of the fiscal year
in which termination occurs, a pro rata portion of the on-target bonus he
would have earned under Section 2(b) based upon the number of days that
Executive was employed during such fiscal year.

            (d)  BY EXECUTIVE FOR GOOD REASON. Executive may terminate
his employment for Good Reason upon written notice to CompleTel Europe and
the Company, and in such event, his employment termination shall be treated
as termination by the Company without cause under Section 4(c). "Good Reason"
shall mean:

                 (i)    a material diminution of Executive's titles, offices,
     positions or authority with and for CompleTel, excluding for this purpose
     an action not taken in bad faith and that is remedied within thirty days
     after receipt of written notice thereof given by Executive to the Company
     and to CompleTel;

                 (ii)   the assignment to Executive of any duties materially
     inconsistent with Executive's position as Managing Director and Chief
     Executive Officer of CompleTel Europe, excluding for this purpose an
     action not taken in bad faith and that is remedied within thirty days
     after receipt of written notice thereof given by Executive to the Company
     and to CompleTel Europe; or

                 (iii)  the failure by the Company to timely make any payment
     due hereunder or to comply with any of the material provisions of this
     Agreement, other than a failure not occurring in bad faith and that is
     remedied within thirty days after receipt of written notice thereof given
     by Executive.

            (e)  CHANGE OF CONTROL. Within six months after the occurrence of
a Change of Control, (i) if Executive's employment is terminated by the
Company except for "Cause" (as defined below) or (ii) if Executive resigns
for Good Reason, in either case, this Agreement shall immediately terminate
as of the date Executive resigned or his employment is terminated. Any such
termination related to Change of Control shall be treated in the same manner
as a termination without cause pursuant to Section 4(c)(ii).

                 A "Change in Control" will be deemed to have occurred if (i)
an individual, entity or group, as defined by Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), that
does not now beneficially own at least ten percent of CompleTel Europe's
shares, acquires beneficially more than 50% of the outstanding shares of
CompleTel Europe; (ii) a merger, acquisition or sale of all or substantially
all of the assets of CompleTel Europe occurs, in which existing beneficial
shareholders of CompleTel Europe do not beneficially own at least 50% of the
surviving, successor or acquiring company's common equity, or (iii) the
incumbent Supervisory Board of CompleTel Europe ceases to constitute a
majority of the CompleTel Europe Board, except for directors elected or
approved by the incumbent board or its successors.

            (f)  FOR CAUSE. The Company may immediately terminate this
Agreement for "cause" by giving written notice to the Executive. Any one or
more of the following events shall constitute "cause": (i) conviction of (or
pleading NOLO CONTENDERE or equivalent) to a felony or

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serious misdemeanor or the equivalent under the laws of another jurisdiction;
(ii) Executive's willful misconduct, gross negligence, or perpetration of or
participation in a fraud or the equivalent under the laws of another
jurisdiction, where such acts are materially injurious to the Company,
CompleTel Europe or any of its subsidiaries; (iii) Executive's material
breach of Section 5 (Confidentiality), Section 6 (Noncompetition ), Section 7
(Nonsolicitation) or Section 8 (Foreign Corrupt Practices Act Policy) of this
Agreement; or (iv) Executive's continuous nonfeasance with regard to
Executive's duties, after notice, an opportunity for Executive to appear
before the Supervisory Board, and a reasonable opportunity for Executive to
perform. If this Agreement is terminated for cause, Executive's rights
hereunder shall cease immediately on the date of such termination, and no
further payments will be made.

            (g)  BY EXECUTIVE. Executive may resign from his employment with
the Company at any time. In such event, this Agreement shall terminate
immediately. If Executive resigns pursuant to this Section 4(g), Executive's
rights hereunder shall cease immediately upon such resignation and no further
payments will be made.

     5.     CONFIDENTIALITY.

            (a)  NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.
Executive shall not disclose or use at any time, either during his employment
with the Company or his Secondment to CompleTel Europe or thereafter, any
Confidential Information (as defined below) of which Executive is or becomes
aware, whether or not such information is developed by him, except to the
extent that such disclosure or use is directly related to and required by
Executive's performance of duties assigned to Executive by the Company or
CompleTel Europe. Executive shall take all appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company or CompleTel Europe in
connection with their businesses, including but not limited to (i) products
or services, (ii) fees, costs and pricing structures, (iii) designs, (iv)
analysis, (v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting and
business methods, (x) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (xi) customer and client information (including customer or client
lists), (xii) copyrightable works, (xiv) all technology and trade secrets,
(xv) business plans and financial models, and (xvi) all similar and related
information in whatever form. Confidential Information shall not include any
information that has been published in a form generally available to the
public prior to the date Executive proposes to disclose or use such
information. Information shall not be deemed to have been published merely
because individual portions of the information have been separately
published, but only if all material features constituting such information
have been published in combination.

            (b)  OWNERSHIP OF INTELLECTUAL PROPERTY.

                 (i)    ACKNOWLEDGMENT OF COMPANY OR COMPLETEL EUROPE
     OWNERSHIP. If Executive as part of his activities on behalf of the Company
     or CompleTel Europe

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     generates, authors or contributes to any invention, design, new
     development, device, product, method or process (whether or not
     patentable or reduced to practice or constituting Confidential
     Information), any copyrightable work (whether or not constituting
     Confidential Information) or any other form of Confidential Information
     relating directly or indirectly to the Company's or CompleTel Europe's
     businesses as now or hereafter conducted (collectively, "Intellectual
     Property"), Executive acknowledges that such Intellectual Property is
     the exclusive property of the Company or CompleTel Europe and hereby
     assigns all right, title and interest in and to such Intellectual Property
     to the Company and CompleTel Europe, respectively. Any copyrightable work
     prepared in whole or in part by Executive will be deemed "a work made for
     hire" under Section 201(b) of the 1976 Copyright Act, and the Company
     shall own all of the rights comprised by the copyright therein. Executive
     shall promptly and fully disclose all Intellectual Property to the Company
     or CompleTel Europe, as appropriate and shall cooperate with the Company
     or CompleTel Europe to protect their respective interests in and rights to
     such Intellectual Property (including, without limitation, providing
     reasonable assistance in securing patent protection and copyright
     registrations and executing all documents as reasonably requested by the
     Company or CompleTel Europe, whether such requests occur prior to or after
     termination of Executive's employment by the Company).

                 (ii)   EXECUTIVE INVENTION. Executive understands that
     paragraph (b)(i) of this Section regarding the Company's or CompleTel
     Europe ownership of Intellectual Property does not apply to any invention
     for which no equipment, supplies, facilities or trade secret information
     of the Company or CompleTel Europe were used and which was developed
     entirely on Executive's own time, unless (i) the invention relates to the
     business of the Company or CompleTel Europe or to their actual or
     demonstrably anticipated research or development or (ii) the invention
     results from any work performed by Executive for the Company or CompleTel
     Europe.

            (c)  DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT. As
requested by the Company or CompleTel Europe from time to time, and upon the
termination of Executive's employment hereunder for any reason, Executive
shall promptly deliver to the Company or CompleTel Europe, respectively all
copies and embodiments, in whatever form, of all Confidential Information and
Intellectual Property in Executive's possession or within his control
(including, but not limited to, written records, notes, photographs, manuals,
notebooks, documentation, program listings, flow charts, magnetic media,
disks, diskettes, tapes and all other materials containing or constituting
any Confidential Information or Intellectual Property) irrespective of the
location or form of such material and, if requested by the Company or
CompleTel Europe, shall provide the Company or CompleTel Europe,
respectively, with written confirmation that all such materials have been
delivered to the requesting party.

     6.     NONCOMPETITION.

            (a)  COVENANTS. During the term of this Agreement and for a
period of twelve months after termination of this Agreement (the
"Noncompetition Period"), Executive shall not, without the prior written
authority of the Supervisory Board and the Company, directly or

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indirectly, as an officer, director, employee, consultant, owner,
shareholder, adviser, joint venturer, or otherwise, compete with the Company
or CompleTel Europe in any geographical market in which the Company or
CompleTel Europe conducts business or any geographical market with respect to
which the Company or CompleTel Europe proposes in good faith to conduct
business:

                 (i)    in construction and operation of competitive local
     exchange telecommunications systems; or

                 (ii)   in any other line of business in which the Company
     or CompleTel Europe was engaged at any time during the term of this
     Agreement; or

                 (iii)  in any other line of business into which the
     Company or CompleTel Europe during the term of Executive's employment,
     had an intention to enter during the term of Executive's obligation not
     to compete, and which the Supervisory Board has disclosed to Executive
     in writing.

This covenant shall not preclude Executive from owning less than two percent
of the securities of any competitor of the Company or CompleTel Europe if
such securities are publicly traded on a nationally recognized stock exchange
or over-the-counter market.

            (b)  ACKNOWLEDGMENTS. Executive acknowledges that the foregoing
geographic restriction on competition is fair and reasonable, given the
geographic scope of the Company's and CompleTel Europe's business operations
and the nature of Executive's position with the Company and his Secondment to
CompleTel Europe. Executive also acknowledges that while employed by the
Company or seconded to CompleTel Europe, Executive will have access to
information that would be valuable or useful to the Company's and CompleTel
Europe's competitors, and therefore acknowledges that the foregoing
restrictions on Executive's future employment and business activities are
fair and reasonable. Executive acknowledges and is prepared for the
possibility that Executive's standard of living may be reduced during the
Noncompetition Period, and assumes and accepts any risk associated with that
possibility.

            (c)  JUDICIAL MODIFICATION. If the final judgment of a court of
competent jurisdiction or an arbiter declares that any term or provision of
this Section is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall have the
power to reduce the scope, duration, or geographic area of the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable
as so modified after the expiration of the time within which the judgment or
decision may be appealed.

     7.     NONSOLICITATION. During the term of this Agreement and for a
period of twelve months after termination of this Agreement, Executive shall
not without the Company's and the Supervisory Board's prior written consent,
directly or indirectly:

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            (a)  cause or attempt to cause any employee, agent or contractor
of the Company, CompleTel Europe or any of their respective affiliates, to
terminate his or her employment, agency or contractor relationship with
Company, CompleTel Europe or any of their respective affiliates; interfere or
attempt to interfere with the relationship between the Company, CompleTel
Europe and any of their or their affiliates' respective employees,
contractors or agents; hire or attempt to hire any of their or their
affiliates' respective employees, agents or contractors; or conduct business
of any kind with any of their or their affiliates' respective contractors; or

            (b)  solicit business from or conduct business with any customer
or client served by the Company or CompleTel Europe, or interfere or attempt
to interfere with any transaction, agreement or business relationship in
which the Company, CompleTel Europe, or any of their respective affiliates,
was involved.

     8.     FOREIGN CORRUPT PRACTICES ACT POLICY. The Executive acknowledges
that he has been provided with and has read the Company's written policy with
respect to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA").
Executive certifies that he understands the provisions of the FCPA and the
Company's policy, and that he will comply in all respects and will not make,
or offer to make, or direct others to offer or make payments or give anything
of value, directly or indirectly, to an official of a foreign government or
political party for the purpose of influencing a decision to secure or
maintain business for any person. Furthermore, Executive confirms that should
he learn of or have reason to know of any such payment, offer, or agreement
to make a payment to a government official, political party, or political
party official or candidate for the purpose of maintaining or securing
business for the Company CompleTel Europe or any of its affiliates, he will
immediately advise the Company CompleTel Europe of his knowledge or suspicion.

     9.     FULL SETTLEMENT. Executive shall not be obligated to seek other
employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement. The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses that Executive may reasonably incur as a result of
any contest by the Company or Executive of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by Executive about
the amount of any payment pursuant to this Agreement), but only if Executive
is successful on the merits of any such contest.

     10.    SPECIAL PROVISIONS. For statutory purposes there is no formal
disciplinary procedure in relation to Executive's employment. Executive shall
be expected to maintain the highest standards of integrity and behavior. If
Executive is not satisfied with any disciplinary decision taken in relation
to him he may apply in writing within 5 days of that decision to the Chairman
of the Supervisory Board whose decision shall be final. If Executive has any
grievance in relation to his employment he may raise it in writing with the
Chairman of the Supervisory Board whose decision shall be final.

<PAGE>

     11.    WAIVER OF BREACH. A waiver by the Company of a breach of any
provision of this Agreement by Executive shall not be construed as a waiver
of any breach of another provision or subsequent breach of the same provision.

     12.    SEVERABILITY. The invalidity or unenforceability in any
application of any provision in this Agreement will not affect the validity
or enforceability of any other provision or of such provision in any other
application.

     13.    NOTICES. All communications, requests, consents and other
notices provided for in this Agreement shall be in writing and shall be
deemed given if and when delivered personally by hand, sent by fax at the
appropriate number indicated below with electronic confirmation of receipt,
or mailed by first class mail, postage prepaid, addressed as follows:

            a.       If to the Company:

                     Cabletel Management, Inc.
                     6300 S. Syracuse Way, Suite 355
                     Englewood, CO  80111
                     Facsimile No.:  303-741-4823
                     Attn:  James E. Dovey

                     with a copy to:

                     CompleTel Europe N.V. and CompleTel Headquarters UK Limited

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

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

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

                     Attn:
                          ---------------------------

            b.       If to Executive:

                     Mr. Tim Samples

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

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

                     Facsimile No.:
                                   ------------------

or to such other address or fax number as either party may designate by
notice pursuant to this Section 13.

     14.    ARBITRATION.

            (a)  All disputes arising out of or in connection with this
Agreement shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce (the "Rules"). The arbitration shall take
place in London and shall be conducted by a sole arbitrator selected by the
parties to this agreement or, if the parties fail to agree on an arbitrator
within the

<PAGE>

time period permitted for such agreement under the Rules, selected in
accordance with the Rules. The arbitration shall be conducted in English.

            (b)  The Company may, without any inconsistency with the
Arbitration provisions of this Agreement, seek from a court any interim or
preliminary injunctive relief that may be necessary to protect the Company's
rights to protect confidential or proprietary information or prevent
competition or solicitation by Executive in contravention of this Agreement
pending the arbitrator's determination of the merits of the controversy. In
any such injunctive proceeding, Executive acknowledges access to certain
confidential and proprietary information is subject to potential misuse in a
manner that could cause irreparable damage to the Company.

     15.    GOVERNING LAW. This Agreement and all matters and issues
collateral thereto shall be governed by the laws of the State of Colorado,
United States of America, subject to any United Kingdom labor law provisions
that may apply in the case of an employee seconded to the United Kingdom by
an employer not established in the United Kingdom.

     16.    ASSIGNMENT. The Company may assign its rights and delegate its
obligations under this Agreement or to any acquirer of substantially all of
the business of the Company whether through merger, purchase of assets,
purchase of stock or otherwise. Otherwise, neither party may assign any
rights or delegate any duties under this Agreement. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
legal representatives, heirs, and permitted successors and assigns.

     17.    ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties and supersedes all prior understandings,
agreements or representations by the parties, written or oral, that relate to
the subject matter of this Agreement.

     18.    AMENDMENTS. No provision of this Agreement may be amended or
waived except by an instrument in writing signed by the Executive and the
Company.

                  [Remainder of Page Intentionally Left Blank]




<PAGE>

         IN WITNESS WHEREOF, the Company and the Executive, intending to be
legally bound, have executed this Agreement on the day and year above first
written.

                             COMPANY:

                             CABLETEL MANAGEMENT, INC.,
                             a Colorado corporation

                             By:
                                ------------------------------------
                                William H. Pearson
                                President & Chief Executive Officer


                             EXECUTIVE:


                             ---------------------------------------
                             Timothy A. Samples