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                                                                     EXHIBIT 4.9



THIS COUNTERPARTY AGREEMENT is made as of this 19th day of June, 2003.

R E C I T A L S:

A.    Rogers Cable Inc. (the "Corporation") (formerly Rogers Cablesystems
      Limited) has issued certain Senior Secured Bonds (as defined in the Deed
      of Trust (defined below)) pursuant to a restated deed of trust and
      mortgage (the "Deed of Trust"), dated as of January 31, 1995, between the
      Corporation and National Trust Company as trustee, which restated an
      amended and restated trust deed, dated as of December 20, 1991, between
      the same parties;

B.    The holders of such Senior Secured Bonds and certain other lenders to the
      Corporation named therein entered into an amended and restated
      inter-creditor agreement (the "Restated Inter-Creditor Agreement") dated
      as of August 1, 1992;

C.    Certain holders (the "Swap Bondholders") of a Senior Secured Bond
      (individually, a "Swap Bond" or, collectively, the "Swap Bonds") issued to
      secure (i) all cross currency interest rate exchange agreements or
      interest rate exchange agreements entered into with the Corporation on or
      prior to July 24, 1992 whether or not they are designated as entitled to
      the benefit of a Swap Bond and (ii) certain cross currency interest rate
      exchange agreements or interest rate exchange agreements entered into
      after July 24, 1992 and which are designated in writing in such agreements
      to be entitled to the benefit of the security of a Swap Bond have entered
      into counterparty agreements to the Restated Inter-Creditor Agreement as
      required by section 3.5 thereof;

D.    JPMorgan Chase Bank, as trustee (the "1994 Trustee") for the holders of
      Senior Secured Second Priority Debentures due 2014 issued by the
      Corporation pursuant to an indenture, dated as of January 15, 1994, among
      the Corporation, Rogers Cable T.V. Limited (now the Corporation), Rogers
      Ottawa Limited/Limitee ("ROL") and JPMorgan Chase Bank (formerly known as
      Chemical Bank), as trustee, executed a counterparty agreement to the
      Restated Inter-Creditor Agreement, dated January 25, 1994, as required by
      section 3.5 of the Restated Inter-Creditor Agreement;

E.    JPMorgan Chase Bank, as trustee (the "1995 Note Trustee") for the holders
      of Series B Senior Secured Second Priority Notes due 2005 issued by the
      Corporation pursuant to an indenture, dated as of March 20, 1995, among
      the Corporation, Rogers Cablesystems Ontario Limited ("RCOL"), ROL, Rogers
      Cablesystems Georgian Bay Limited ("RCGB"), Rogers Cablesystems North Bay
      Limited ("RCNB"), Rogers Cablesystems Huntsville Limited ("RCHL"), Rogers
      Security Services Inc. and JPMorgan Chase Bank (formerly known as Chemical
      Bank), as trustee, executed a counterparty agreement to the Restated
      Inter-Creditor Agreement, dated March 20, 1995, as required by section 3.5
      of the Restated Inter-Creditor Agreement;

F.    JPMorgan Chase Bank, as trustee (the "1995 Debenture Trustee") for the
      holders of Senior Secured Second Priority Debentures due 2007 issued by
      the Corporation pursuant
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      to an indenture, dated as of November 30, 1995, among the Corporation,
      RCOL, ROL, RCNB, RCHL, RCGB, Rogers Canguard Inc. and JPMorgan Chase Bank
      (formerly known as Chemical Bank), as trustee, executed a counterparty
      agreement to the Restated Inter-Creditor Agreement, dated November 30,
      1995, as required by section 3.5 of the Restated Inter-Creditor Agreement;

G.    CIBC Mellon Trust Company, as trustee (the "Canadian Trustee") for the
      holders of Senior (Secured) Second Priority Notes due 2007 issued by the
      Corporation pursuant to an indenture, dated as of February 5, 2002,
      between the Corporation and CIBC Mellon Trust Company, as trustee,
      executed a counterparty agreement to the Restated Inter-Creditor
      Agreement, dated February 5, 2002, as required by section 3.5 of the
      Restated Inter-Creditor Agreement;

H.    JPMorgan Chase Bank, as trustee (the "2002 10-Year Note Trustee") for the
      holders of Senior (Secured) Second Priority Notes due 2012 issued by the
      Corporation pursuant to an indenture, dated as of April 30, 2002, between
      the Corporation and JPMorgan Chase Bank, as trustee, executed a
      counterparty agreement to the Restated Inter-Creditor Agreement, dated as
      of April 30, 2002, as required by section 3.5 of the Restated
      Inter-Creditor Agreement;

I.    JPMorgan Chase Bank, as trustee (the "2002 30-Year Debenture Trustee") for
      the holders of Senior (Secured) Second Priority Debentures due 2032 issued
      by the Corporation pursuant to an indenture, dated as of April 30, 2002,
      between the Corporation and JPMorgan Chase Bank, as trustee, executed a
      counterparty agreement to the Restated Inter-Creditor Agreement, dated as
      of April 30, 2002, as required by section 3.5 of the Restated
      Inter-Creditor Agreement;

J.    The undersigned is a holder of a Senior Secured Bond (the "2003 Note Trust
      Bond") issued to secure the obligations of the Corporation under (i) an
      indenture (the "2003 Note Indenture"), of even date herewith, between the
      Corporation and JPMorgan Chase Bank, as trustee (the "2003 Note Trustee"),
      pursuant to which the Corporation issued Senior (Secured) Second Priority
      Notes due 2013 (the "2003 Notes") and (ii) the 2003 Notes;

K.    As a condition of being issued the 2003 Note Trust Bond, the 2003 Note
      Trustee agreed to enter into a counterparty agreement to the Restated
      Inter-Creditor Agreement as required by section 3.5 thereof; and

L.    All capitalized terms not otherwise defined herein shall have the meanings
      attributed thereto in the Restated Inter-Creditor Agreement.

NOW THEREFORE:

      The undersigned, as trustee, agrees that, in respect of all amounts owing
on account of principal, interest, premium, fees or otherwise pursuant to the
2003 Note Indenture and under the 2003 Notes (collectively, the "Debt") that may
be owing to such undersigned holder of the 2003 Note Trust Bond, the
undersigned, as trustee, is hereby bound by the terms
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of the Restated Inter-Creditor Agreement on the same basis as the Tranche B
Lenders, the Swap Bondholders, the 1994 Trustee, the 1995 Note Trustee, the 1995
Debenture Trustee, the Canadian Trustee, the 2002 10-Year Note Trustee and the
2002 30-Year Debenture Trustee, including, for greater certainty and without
limitation, the pari passu right to payment in respect of the Debt pursuant to
section 2.1 of the Restated Inter-Creditor Agreement.

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      Executed by the undersigned as of the 19th day of June, 2003.



                                     JPMORGAN CHASE BANK, as trustee for the
                                     2003 Notes



                                     By: /s/ Natalia Moran
                                         --------------------------------------
                                         Name: Natalia Moran
                                         Title: Vice President