EXHIBIT INDEX


 Exhibit No.       Description

   3.1(13)         Articles of Association of CompleTel Europe N.V., as amended
    4.1(3)         14% Senior Discount Notes Indenture, dated February 16,
                   1999, among CompleTel Europe N.V. as issuer, CompleTel
                   ECC B.V. as guarantor and U.S. Bank Trust National
                   Association as trustee
   4.1A(3)         Amended and Restated CompleTel LLC Guaranty Agreement,
                   dated July 14, 1999, by CompleTel LLC in favor of the
                   noteholders
    4.2(2)         14% Senior Notes Indenture, dated April 13, 2000, between
                   CompleTel Europe N.V. as issuer and The Chase
                   Manhattan Bank as trustee
   4.2A(2)         Pledge Agreement, dated April 13, 2000, by and among
                   CompleTel Europe N.V., CompleTel Escrow B.V. and The Chase
                   Manhattan Bank as trustee and securities intermediary
  10.1(14)         CompleTel Europe N.V. 2000 Stock Option Plan, as amended
   10.2(9)         Second Amended and Restated Registration Agreement, dated
                   November 23, 1999, by and among CompleTel LLC and the
                   Holders named therein
   10.3(2)         First Supplement, dated March 24, 2000, to Second Amended
                   and Restated Registration Agreement, dated November 23,
                   1999, by and among CompleTel LLC and the Holders named
                   therein
   10.4(4)         Purchase Agreement, dated August 4, 1999, between CompleTel
                   GmbH and Siemens AG 10.5(3) Supply Agreement, dated January
                   8, 1999, between CompleTel SAS and Matra Nortel
                   Communications
   10.6(3)         Arrete, dated November 17, 1998, as amended by Arrete dated
                   November 7, 2000 (which extended the license to an
                   additional region) authorizing CompleTel SAS to set up and
                   operate a telecommunications network open to the public and
                   to supply the public with the telephone service in certain
                   regions of France, as published December 13, 1998
  10.7(11)         Extension of French License, dated November 17, 2000
   10.8(3)         License, dated January 11, 1999, granted by the Secretary
                   of State for Trade and Industry to CompleTel UK Limited
                   under Section 7 of the Telecommunications Act 1984
   10.9(1)         German License Certificate Class 3 for the Operation and
                   Performance of Public Telecommunications German license
                   certificate Class 3 for the Operation and Performance of
                   Public Telecommunications Services by the Licensee or
                   Others, dated March 8, 1999
  10.10(1)         German License Certificate Class 4 for the Operations of
                   Voice Telephone Service on the Basis of a Self-Operated
                   Telecommunications Network, dated March 8, 1999
  10.11(5)         Extension of Class 3 German License, dated July 1999
  10.12(5)         Extension of Class 4 German License, dated July 1999
  10.13(6)         Extension of Class 3 German License, dated January 2000
  10.14(6)         Extension of Class 4 German License, dated January 2000
  10.15(7)         Extension of Class 3 German License, dated July 2000
  10.16(7)         Extension of Class 4 German License, dated July 2000
 10.17(11)         Form of Extension of Class 3 German License, dated October
                   2000, together with schedule identifying the licenses
                   granted
 10.18(11)         Form of Class 4 German National License, dated March 21, 2001
  10.19(6)         Amended Employment Agreement by and between CableTel
                   Management, Inc. and William H. Pearson, dated June 30,
                   2000
  10.20(6)         Amended Employment Agreement by and between CableTel
                   Management, Inc. and David Lacey, dated June 30, 2000
 10.21(11)         Service Agreement, dated June 11, 1999, between iPcenta
                   Limited and Martin Rushe
 10.22(11)         Employment Agreement, dated February 2001, between
                   CompleTel Headquarters Europe SAS and Jerome de Vitry
                   10.23(6) Amended and Restated Executive Securities
                   Agreement by and between CompleTel LLC and Martin Rushe,
                   dated January 15, 2000
10.23(6)           Amended and Restated Executive Securities Agreement by and
                   between CompleTel LLC and Martin Rusche, dated
                   January 15, 2000
 10.24(11)         Repurchase and Restriction Agreement, dated November 27,
                   2000, between CompleTel LLC and Martin Rushe
 10.25(11)         Form of Contribution and Restriction Agreement, dated
                   November 27, 2000, between CompleTel LLC and the Executive
                   Officers identified in the attached schedule
  10.26(2)         Promissory Note, dated March 23, 2000, between Martin Rushe
                   as maker and iPcenta Limited as payee
  10.27(2)         Letter Agreement, dated March 23, 2000, between Martin
                   Rushe and iPcenta Limited
     10.28         Promissory Note, as amended, dated December 21, 2000,
                   between William Pearson as maker and CompleTel Europe N.V.
                   as payee
 10.29(11)         Form of Loan Agreement, dated March 31, 2000, between
                   CompleTel Europe N.V. and Employee relating to loan from
                   Paribas to the Employee, together with schedule identifying
                   the final agreements entered into under the form
 10.30(11)         Form of Letter Agreement between CompleTel Europe N.V. and
                   Employee relating to loan from Paribas to the Employee,
                   together with schedule identifying the final agreements
                   entered into under the form
 10.31(12)         Employment Agreement, dated as of March 1, 2001, between
                   Timothy A. Samples and Cabletel Management, Inc.
 10.32(12)         Secondment Agreement, dated April 2001, by and among
                   CableTel Management, Inc., Timothy A. Samples and CompleTel
                   Headquarters UK Ltd.
 10.33(12)         Non-qualified Stock Option Agreement, dated as of March 14,
                   2001, between CompleTel Europe N.V. and Timothy A. Samples
 10.34(12)         Loan Agreement and Promissory Note, dated April 2, 2001,
                   between Timothy A. Samples and CompleTel Europe N.V.
     10.35         Employment Agreement, dated as of November 1, 2001, between
                   J. Lyle Patrick and Cabletel Management, Inc.
     10.36         Secondment Agreement, dated November 1, 2001, among
                   CableTel Management, Inc., J. Lyle Patrick and CompleTel
                   Headquarters UK Ltd.
      23.1         Consent of Arthur Andersen
      24.1         Power of Attorney
      99.1         Letter of representations from Arthur Andersen

-----------

(1)      Previously filed as an exhibit to Amendment No. 1 to the Registrant's
         Registration Statement on Form S-4, file number 333-82305, filed with
         the Securities and Exchange Commission on August 27, 1999 and
         incorporated herein by reference.
(2)      Previously filed as an exhibit to the Registrant's Quarterly Report
         on Form 10-Q for the period ended March 31, 2000 and incorporated
         herein by reference.
(3)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-4, file number 333-82305, filed with the
         Securities and Exchange Commission on July 2, 1999 and incorporated
         herein by reference.
(4)      Previously filed as an exhibit to the Post-Effective Amendment No. 1
         to the Registrant's Registration Statement on Form S-4, file number
         333-82305, filed with the Securities and Exchange Commission on
         January 31, 2000 and incorporated herein by reference.
(5)      Previously filed as an exhibit to Amendment No. 2 to the Registrant's
         Registration Statement on Form S-4, file number 333-82305 filed with
         the Securities and Exchange Commission on September 14, 1999 and
         incorporated herein by reference.
(6)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-4, file number 333-41126, filed with the
         Securities and Exchange Commission on July 11, 2000 and incorporated
         herein by reference.
(7)      Previously filed as an exhibit to Amendment No. 1 to the Registrant's
         Registration Statement on Form S-4, file number 333-41126, filed with
         the Securities and Exchange Commission on July 21, 2000 and
         incorporated herein by reference.
(8)      Previously filed as an exhibit to Amendment No. 2 to the Registrant's
         Registration Statement on Form F-1, file number 333-30834, filed with
         the Securities and Exchange Commission on March 22, 2000 and
         incorporated herein by reference.
(9)      Previously filed as an exhibit to Amendment No. 1 to the Registrant's
         Registration Statement on Form F-1, file number 333-30834, filed with
         the Securities and Exchange Commission on March 6, 2000 and
         incorporated herein by reference.
(10)     Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, file number 333-57208, filed with the
         Securities and Exchange Commission on March 19, 2001 and incorporated
         herein by reference.
(11)     Previously filed as an exhibit to the Registrant's Annual Report on
         Form 10-K for the year ended December 31, 2000, filed with the
         Securities and Exchange Commission on April 2, 2001 and incorporated
         herein by reference.
(12)     Previously filed as an exhibit to the Registrant's Quarterly Report
         on Form 10-Q for the period ended March 31, 2001, filed with the
         Securities and Exchange Commission on May 15, 2001 and incorporated
         herein by reference.
(13)     Previously filed as an exhibit to the Registrant's Quarterly Report
         on Form 10-Q for the period ended June 30, 2001, filed with the
         Securities and Exchange Commission on August 14, 2001 and
         incorporated herein by reference.
(14)     Previously filed as an exhibit to the Registrant's Quarterly Report
         on Form 10-Q for the period ended September 30, 2001, filed with the
         Securities and Exchange Commission on November 14, 2001 and
         incorporated herein by reference.





Exhibit 10.28

Promissory Note, as amended, dated December 21, 2000, between William Pearson
         as maker and CompleTel Europe N.V. as payee






                         AMENDMENT TO PROMISSORY NOTE

         This Amendment to Promissory Note effective as of December 11, 2001
(the "Amendment") is by and between WILLIAM H. PEARSON (the "Maker"), and
COMPLETEL EUROPE N.V., a public limited company incorporated under the laws of
The Netherlands, having its seat at Amsterdam and its principal place of
business at Kruisweg 609, 2132 NA Hoofddorp (the "Payee").

                                   RECITALS

         A. On December 21, 2000 and for value received, Maker executed a
promissory note in favor of Payee pursuant to which Maker agreed to pay the
principal amount of One Million Five Hundred Thousand Dollars and 00/00 Cents
($1,500,000.00) with the unpaid balance of such principal amount accruing
interest at a rate of seven (7) % per annum (the "Note"). Pursuant to the
terms of the Note, the Principal Balance, as defined therein, of the Note,
together with all accrued and unpaid interest is due and payable in full on
December 31, 2001 or, if earlier, the date that is one hundred eighty (180)
days of the date Maker's employment on behalf of CompleTel Europe NV or its
subsidiaries terminates. A copy of the Note is attached hereto as Attachment
A.

         B. Pursuant to the terms of the Note, the Note may be amended or
modified by agreement in writing of the Payee and the Maker.

         C. Payee and Maker desire to amend the Note and extend the Due Date
as such term is currently defined and set forth in the Note.

                                   AGREEMENT

         In consideration of the Recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree to the following:

         1. Amendment to Paragraph 3 of the Note. The first sentence of
Paragraph 3 of the Note is hereby deleted and replaced with the following:

                  The Principal Balance of this Note, together with all
                  accrued and unpaid interest will be due and payable in full
                  on December 31, 2002 or, if earlier, the date that is one
                  hundred eighty (180) days of the date Maker's employment on
                  behalf of CompleTel Europe NV or its subsidiaries terminates
                  (the "Due Date").

         IN WITNESS WHEREOF, the Maker and Payee have executed this Amendment
effective as of the day and year first above written.

MAKER:                                      PAYEE:
                                            COMPLETEL EUROPE N.V.


_____________________________               By:  _____________________________
William H. Pearson
                                                          Managing Director


                                            By:  _____________________________

                                                Managing Director








                                 ATTACHMENT A






                                   EXHIBIT B






10.35

         Employment Agreement, dated as of November 1, 2001, between J. Lyle
Patrick and Cabletel Management, Inc.




                             EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement"), dated as of November 1,
2001, is entered into by and between CABLETEL MANAGEMENT, INC., a Colorado
corporation with its principal offices located at 6300 S. Syracuse Way, Suite
320, Englewood, Colorado 80111 (the "Company"), and Lyle PATRICK, a U.S.
citizen and resident of the State of Iowa ("Employee").

                                   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 Employee and Employee 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
Chief Financial Officer, under the terms and conditions contained herein.

                                   AGREEMENT

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

         1. Employment and Assignment. This Agreement is made between the
Company, as employer, and the Employee, a U.S. Citizen and resident.

         The parties agree that Employee may be seconded initially to
CompleTel Headquarters UK Limited to work in its London offices or another
company in the CompleTel group as may be decided from time to time. In
consideration of his employment by the Company, Employee agrees to discharge
faithfully, diligently, and to the best of his ability, the responsibilities
of any position assigned during his employment. Employee will be supervised,
directed and evaluated by the Company's Chief Executive Officer.

         Employee's Employment shall commence as of [ ] for an indefinite
period subject to termination as specified in Section 5.

         2. Title; Scope of Responsibilities. Employee shall serve as Vice
President and Chief Financial Officer of the CompleTel Europe N.V. or in such
position(s) as the Company's Chief Executive Officer (the "CEO") or
Supervisory Board ("Board") shall in their sole discretion designate from time
to time. Employee shall perform, on a full time basis, such duties and bear
such responsibilities, as may be determined from time to time by the CEO,
commensurate with his position and shall serve the Company and (without any
additional remuneration) any Group Company faithfully and to the best of his
ability under the direction of the CEO.

         Employee acknowledges and agrees that he is exempt from the Working
Time Regulations 1998 on account of his seniority and managerial duties and
powers. Employee shall devote his entire working time, attention and energies
to the business of the Company and CompleTel Europe. His actions shall at all
times be such that they do not discredit the Company or CompleTel Europe,
their products or services. Except for his involvement in personal
investments, provided such involvement does not require any significant
services on his part, Employee shall not engage in any other business activity
or activities that require significant personal services by Employee or that,
in the judgment of the CEO, may conflict with the proper performance of his
duties hereunder.

         3. Compensation; Bonus; Benefits.

                  (a) Salary. For all services rendered by Employee hereunder,
Employee shall receive during the term of this Agreement a base salary,
payable semimonthly in arrears, at the annual rate of $ 225,000, The Board, or
any committee thereof that shall have been established for such purpose (a
"Compensation Committee") shall review Employee's salary annually at the end
of each calendar year and may provide for such increases to Employee's base
salary as the Board or Compensation Committee in its sole discretion may
determine.

                  (b) Bonuses. At the end of each calendar year, in respect of
all services provided hereunder, Employee shall be eligible to receive an
incentive bonus as authorized by the Board (or any Compensation Committee that
shall have been established) pursuant to objectives set by the CEO and the
Board, in an amount up to 50 % of Employee's base salary for such year,
subject to Employee having met the performance targets established by the CEO
and the Board.

                  (c) Basic Benefits. In addition to salary payments as
provided in Section 3(a), the Company shall provide Employee, during the term
of this Agreement, with the benefits of such insurance plans, hospitalization
plans, 401(k) and supplemental retirement plans and other employee fringe
benefit plans as are generally provided to employees of the Company and for
which Employee may be eligible under the terms of such plans. Employee shall
be entitled to sick leave and vacation in accordance with the Company's
established policies applicable to its employees generally.

                  (d) Tax Equalization. The following provisions will apply
during any period of secondment hereunder.

                           (i) Hypothetical Tax Defined. The hypothetical tax
         is the applicable income and social taxes that Employee would have
         paid, with respect to his compensation, bonus and benefits provided
         by the Company if living and working in his home country, without any
         foreign assignment-related income and deductions. Employee will be
         responsible for a hypothetical Iowa state income tax equal to what he
         would have paid had employee remained in Iowa at the time of
         assignment. Hypothetical tax withholding will be applied to base
         salary, bonus and any other compensation elements Employee would have
         received had Employee not been assigned to a foreign assignment.

                           (ii) General Procedure and Computation of
         Hypothetical Tax. The Company will bear the overall worldwide tax
         burden of Employee to the extent it exceeds Employee's hypothetical
         tax liability upon advice of third party tax consultants, which tax
         consultants reserve the right to recommend that certain tax filing
         positions be taken and that various elections be made on Employee's
         home and host-country individual income tax returns in order to
         reduce Employee's tax burden. If Employee decides not to accept these
         tax filing recommendations, Employee will then bear the additional
         tax cost related to not taking the tax positions and/or elections
         recommended by the Company.

                           Any home and host-country tax liabilities incurred
         by Employee, with respect to his compensation, bonus and benefits
         provided by the Company, in excess of the hypothetical tax liability
         will be paid by the Company. Conversely, to the extent that any tax
         benefits (e.g., exclusions, deductions, exemptions or credits)
         resulting from the international assignment reduce the Employee's
         worldwide tax liabilities below the hypothetical tax liability, the
         difference will benefit and be paid to the Company pursuant to the
         Tax Policy.

                           The Company reserves the right, at any time, to
         change its Tax Equalization Policy in any way it deems necessary to
         accomplish tax equalization in the most efficient manner.

                           (iii) Tax Position Challenges. It is the objective
         of the Company that any employee covered by the Company's tax
         equalization policy pay the least amount of tax legally possible. It
         is recognized that the tax laws of the respective jurisdictions
         (federal, state, local and foreign) are not always straightforward.
         Accordingly, the amount of tax an employee owes to a jurisdiction may
         vary based upon how the relevant tax law is interpreted and applied
         to the employee's facts and circumstances. In such situations, it is
         the policy of the Company to engage professional tax advisors with
         the objective of paying the least amount of tax legally possible.

                           It is recognized that a taxing jurisdiction may
         challenge tax positions that achieve the Company's policy of tax
         minimization. If a tax position taken with respect to Employee is
         challenged, the Company will pay the professional costs involved with
         the examination and defense of the position, and any taxes, penalties
         or interest resulting from the position. Payment of taxes, penalties
         and interest is limited to compensation paid under this Agreement by
         the Company. Employee is responsible for any taxes and interest on
         any item other than the Company compensation.

                           The tax equalization of any tax deficiencies,
         penalties and interest applies if it is attributable to a period of
         time the Employee was covered by the Company's Tax Equalization
         Policy, even if Employee no longer is employed by the Company when
         the examination or tax deficiency arises.

                           (iv) IRC Section 911 - Election to Exclude Certain
         Compensation. Employee's worldwide income tax burden will equal his
         hypothetical tax. On a U.S. individual income tax return, an
         expatriate employee with host-country-source earned income who meets
         special detailed requirements may elect to exclude certain amounts of
         his host-country earned income from inclusion in his U.S. return. The
         election to exclude such income impacts the ability to minimize the
         overall worldwide tax burden attributable to an expatriate employee.
         Since the Company bears the overall worldwide tax burden of Employee
         to the extent it is more than Employee's hypothetical tax, the
         Company reserves the right to elect the foreign earned income
         exclusion (Internal Revenue Code Section 911).

                           The determination of whether such an election
         should be made will be the decision of the Company and the Company's
         appointed tax consultant, such that the Company's overall expatriate
         employment tax cost is minimized by such election. The benefits of
         this election appropriately accrue to the Company, since the
         expatriate employee will never bear more or less tax than the
         hypothetical tax.

                           This Section 3(d) is intended to survive any
         termination pursuant to Sections 5(a), (b), (d), (e), (f) or (g).

                  (e) Relocation Expenses. Upon his secondment, the Company
will pay the reasonable costs (which will include the reasonable costs of
insurance) of relocating Employee and his immediate family from their home in
the U.S. to London, England, including airfare for Employee and his immediate
family, the cost of shipping Employee's household effects to England including
insurance coverage, the cost of U.S. transportation and storage for items that
cannot be moved, the cost of air shipping up to 500 pounds of personal effects
needed before other goods arrive by ship, living expenses for Employee and his
family for a period of up to 30 days after their relocation to England or
until Employee has located housing in England, whichever is less; and if
Employee begins work in England before his family moves there, one week of
paid leave and round-trip airfare for Employee to return to the U.S. to assist
his family with the move.

                  For purposes of this Agreement, all airfares paid by the
Company for travel by Employee and his immediate family will be in business
class.

                  (f) Cost of Living Adjustments. During any period of
secondment, the Company will pay Employee a cost of living adjustment,
reflecting the difference in the cost of goods and services in England as
opposed to the U.S. as determined by Runzheimer International. The Company
will conduct a review of factors which could have a material impact on
Employee's cost of living in England at the end of each calendar year during
the term of this Agreement, to determine what adjustment of the monthly cost
of living payment, if any, is necessary or appropriate to reflect material
changes in the cost of living in England.

                  (g) U.S. Visits and Emergency Leave. During any period of
secondment, for U.S. visits, the Company shall pay airfare up to a maximum
amount per year equal to the cost of one business class round trip per year
between England and the U.S. for Employee and his immediate family. In
addition, the Company shall provide reasonable paid emergency leave to
Employee in the case of serious injury or death to Employee or any member of
his immediate family or the parents or brothers and sisters of Employee and
his wife 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 England and the U.S. for Employee and his immediate
family.

                  (h) Business Expenses. Subject to the Company's policies and
procedures for the reimbursement of business expenses incurred by its
executive and management employees, the Company shall reimburse Employee for
the reasonable amount of hotel, travel, entertainment and other expenses
reasonably incurred by Employee in the discharge of his duties hereunder,
including but not limited to costs incurred by Employee for living expenses
while in, and travel to and from, any location in which the Company is then
doing business on behalf of the Company or CompleTel Europe.

         4. Share Options. You will be eligible to Completel Stock Options
according to the rules governing such options from time to time and subject to
the conditions associated with your rank and category. This eligibility will
be subject to an approval from the Completel Board of Management, on or about
December, 2001 at the earliest.

         5. Other Payments. Additionally, in consideration of Employee's
agreement to accept the foreign assignment, the Company during any period of
secondment will do the following:

                  (a) Tax Return Preparation. For such period of time as
Employee's tax return shall be affected by the provisions hereof, 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 Employee's acceptance
of the foreign assignment, by an accounting firm selected by the Company, and
provided that Employee agrees to comply with the Company's Tax Equalization
Policy including requirements that the Employee make certain tax elections
designed to minimize the Company's tax equalization costs. This Section 4(a)
is intended to survive any termination pursuant to Sections 6(a), (b), (d),
(e), (f) or (g).

                  (b) Housing. The Company will provide assistance in finding
a location to live and the reasonable and customary necessary fees that
surround the letting of a property.

The Company will provide the Employee with accommodation up to the equivalent
of a monthly rental of (pound) 5,000 per month although this may take the form
of a lease premium arrangement up to the equivalent value. The Company will
provide this benefit in the manner which is most tax-advantageous to the
Company.

                  (c) Current Home Sale. The Company will provide up to
$10,000 in assisting the sale of Employee's home if he elects to do so. This
can be used to offset the expense of real estate fees, taxes and other
miscellaneous expenses. These items would need to be expensed and will be
reimbursed upon presentation of supporting receipts. The Company will not be
responsible for the actual sale of the home or be involved in the sale
process.

                  (d) Transportation. The Company will provide suitable
transportation in England for Employee and his immediate family, recognizing
Employee's position with the Company and the size of Employee's family,
equivalent to the full-time use of one automobile. The Company will provide
this benefit in the manner which is most tax-advantageous to the Company.

                  (e) Planning Advice. The Company will arrange for provision
of legal, estate planning and financial planning advice for Employee relating
to Employee's relocation and employment abroad, up to an aggregate ceiling
(payable directly to the Company) of U.S. $ 1,000 per year.

                  (f) Tax Gross-up. The Company will pay an incremental amount
to Employee to increase the amount of any incentive bonus received pursuant to
Section 3 (b) hereof to the extent required to ensure that the total worldwide
tax paid by Employee on such bonus does not exceed the U.S. federal, FICA and
state tax Employee would have paid on such bonus of full bonus were subject
only to U.S. tax.

                  (g) Repatriation. Upon termination of this Agreement
pursuant to Sections 6 (a), (b), (d), (e), (f) or (g), or the earlier
termination of Employee's foreign assignment, the Company shall pay the
reasonable costs of repatriating Employee and his immediate family to their
home in the U.S., including airfare for Employee and his immediate family, the
cost of shipping Employee's household effects back to the U.S., the cost of
air shipping up to 500 pounds of personal effects needed before other goods
arrive by ship, the cost of transport and unpacking of stored property.
Notwithstanding the foregoing, in the event Employee terminates this Agreement
pursuant to Section 6 (f) for the purposes of providing services to another
employer on an international assignment, the Company shall have no obligation
to provide the repatriation benefits of this Section 5 (f). In no event shall
the Company be responsible to assist in any way if the Employee elects to
purchase a new home in the United States upon his repatriation.

         6. Termination. Employee's employment hereunder shall terminate on
the following terms and conditions:

                  (a) Death. If Employee dies during the term of this
Agreement, this Agreement shall terminate as of the date of Employee's death.
The Company shall, within 180 days after the date of Employee's death, make a
cash lump-sum payment (less applicable withholding taxes) to his estate in an
amount equal to the salary (at the level payable in the year of Employee's
death) that would have been payable either for the period of time that would
have been payable for three months next following the date of death.

                  (b) Disability. If during the term of this Agreement
Employee becomes disabled, this Agreement shall terminate. For purposes of
this Section 6 (b), Employee shall be "disabled" if he is unable effectively
to perform his duties hereunder by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months. If this Agreement is terminated under this Section 6 (b),
Employee shall continue to receive his base salary (at the level payable in
the year of termination) for the three months next following the date of
termination.

                  (c) Cause. The Company shall have the right to terminate
this agreement effective immediately, without prior notice, procedure or
formality of any kind, with the Company's only obligation being the payment of
salary and accrued, unused vacation compensation earned as of the date of
termination and without liability for severance compensation of any kind, if
the Employee performs any act where in respect of such act Employee is
ultimately convicted or enters a plea of guilty or nolo contendere to a felony
(or crime of similar gravity under the laws of another jurisdiction); engages
in willful misconduct, gross negligence, perpetration of or participation in a
fraud, in each case where such acts are materially injurious to the Company or
any of its Subsidiaries or any affiliate thereof; breaches in any material
respect to the terms of this agreement or any policy, procedure or guideline
of the Company or the provisions of Section 7 (Confidentiality), Section 8
(Noncompetition) or Section 9 (Nonsolicitation) hereof.

                  (d) Nonperformance. The Company may terminate Employee's
employment in the event of Nonperformance. The term " Nonperformance" shall
mean the occurrence of any of the following:

                           (i) the repeated failure or refusal in any material
         respect of Employee to perform his duties hereunder or to follow, in
         a manner reasonably acceptable to the CEO or the Board, or policies
         or directives established by the Board;

                           (ii) the failure of the Company and its
         subsidiaries to achieve financial, operating or other performance
         objectives formally established by the Board in an approved business
         plan or operating budget (which may be embodied in any board
         resolution or in any document approved by the Board such as a
         business plan or budget) together with a determination by the Board
         that Employee's performance or failure to perform has been a material
         factor in the failure of the Company and its subsidiaries to achieve
         such performance objectives; or

                           (iii) the failure of Employee to achieve specific,
         formally adopted performance objectives established by the CEO and
         the Board after consultation with employee and good faith
         consideration by the Board of Employee's expressed view of the
         objectives.

                  Prior to any termination of Employee's employment for
Nonperformance, the Board shall meet in formal session (but without the
attendance of Employee) upon proper notice to consider the matter of
Employee's performance after which the Board may deliver to Employee written
notice (a "Nonperformance Notice") stating that the Board believes
Nonperformance has occurred. Employee shall have at least 15 calendar days to
prepare for a meeting with the Board, at which time Employee may present any
information on market and competitive conditions and any other factors bearing
upon his performance. In assessing Employee's performance, the Board shall
give due consideration to such conditions and such other factors and shall
work with Employee in good faith to establish criteria which, if satisfied by
Employee within 35 days or such longer time as may reasonably be necessary in
view of the criteria (the "Cure Period") after such meeting, will prevent the
Company from terminating Employee for Nonperformance (until such time as
another Nonperformance Notice shall be given and the procedures set forth in
this Section 6 (d) shall be followed). It is understood, however, that if
Employee and the Board fail to agree on such criteria, such criteria, and the
length of the Cure Period if longer than 35 days, shall be those established
in good faith by the Board.

                  If Employee has failed to resolve the Nonperformance to the
satisfaction of the Board by the end of the Cure Period, Employee's employment
will be subject to termination at anytime thereafter immediately upon adoption
of a resolution to that effect by a majority of the entire Board and upon
delivery by the Company or the Board to Employee of written Notice of
Termination stating that termination is pursuant to this Section 6 (d), which
notice shall set forth the date of termination and specifically identify the
basis for the Board's belief that Nonperformance has occurred and not been
cured.

                  If Employee is discharged pursuant to this Section 6 (d),
this Agreement shall immediately terminate at the date set forth in the Notice
of Termination and Employee shall be entitled to receive (i) within thirty
days after the date of termination, a cash lump-sum severance payment equal to
the amount of his base salary (at the level payable in the year of
termination) that would have been payable for the three months next following
the date of termination of employment, whichever period of time is longer, and
(ii) a continuation of his benefits as specified in Section 3(c) for such
period.

                  (e) Without Cause. The Company may terminate this Agreement
at any time without cause. By giving to the Employee no less than 6 months'
prior notice in writing of termination. If Employee is discharged without
cause, Employee shall be entitled to receive (i) within thirty days after the
date of termination, a cash lump-sum severance payment equal to the amount of
his base salary and bonus (at the level payable in the year of termination)
that would have been payable for the three months next following the date of
termination of employment and (ii) a continuation of his benefits as specified
in Section 3(c) for such period. The Company may (in its absolute discretion)
at any time after notice of termination has been given under this Section 6
(e) pay the Employee in his remuneration due under this Agreement and
Employee's employment with the Company shall terminate with immediate effect
from the date upon which such payment is made.

                  (f) By Employee. Employee may terminate this Agreement at
any time upon 6 months prior notice to the Company, whereupon the Company
shall have no further obligations hereunder.

                  (g) Change of Control. If Employee's employment is
terminated by the Company or if Employee resigns after his salary, benefits or
any other required payments (including without limitation any payments
pursuant to this Section 6 are reduced below the minimum levels required by
this Agreement or after being assigned to a position of lesser title,
authority or responsibility, in any such case within a six-month period after
the occurrence of a Change of Control, this Agreement shall immediately
terminate as of the later of (i) the date next following the date the Change
of Control was effective or (ii) the date Employee resigned or his employment
is terminated. Any such termination shall be treated in the same manner as a
termination without cause pursuant to Section 6 (e). Employee agrees that
payment of the amounts due in that event shall constitute liquidated damages
or severance pay or both.

                  A "Change in Control" will be deemed to have occurred if (i)
an individual, entity or group, as defined by Section 14 (d)(3) or Section
15(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 CompleTel Europe Board, except for directors elected or approved
by the incumbent board or its successors.

In case of a "Change in Control" as defined above during his first year of
employment, up to 50% of the Share Options granted to Employee will
immediately vest and become exercisable, balance vesting will be subject to
approval of Board.

In case of a "Change in Control" as defined above during his second year of
employment, up to 75% of the Share Options granted to Employee will
immediately vest and become exercisable, balance vesting will be subject to
approval of the Board.

         7.       Confidentiality.

                  (a) Nondisclosure and Nonuse of Confidential Information.
Employee 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 Employee 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
Employee's performance of duties assigned to Employee by the Company or
CompleTel Europe. Employee 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 Employee 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 Employee as part of his activities on behalf of the
         Company or CompleTel Europe 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"), Employee
         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 Employee 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. Employee 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
         Employee's employment by the Company).

                           (ii) Executive Invention. Employee 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 Employee'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
         Employee 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 Employee's employment hereunder for any reason, Employee 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 Employee'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.

         8.       Noncompetition.

                  (a) Covenants. During the term of this Agreement and for a
period of twelve months after termination of this Agreement (the
"Noncompetition Period"), Employee shall not, without the prior written
authority of the Supervisory Board and the Company, directly or 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 Employee's employment,
         had an intention to enter during the term of Employee's obligation
         not to compete, and which the Supervisory Board has disclosed to
         Employee in writing.

This covenant shall not preclude Employee 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. Employee 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 Employee's position with the Company and his
Secondment to CompleTel Europe. Employee also acknowledges that while employed
by the Company or seconded to CompleTel Europe, Employee 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 Employee's future employment and business activities are fair
and reasonable. Employee acknowledges and is prepared for the possibility that
Employee'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.

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

                  (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.

         10. Foreign Corrupt Practices Act Policy. The Employee 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").
Employee 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, Employee 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.

         11. Waiver of Breach. A waiver by either party of a breach of any
provision of this Agreement by the other party 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 telecopy 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 320
                                    Englewood, CO  80111
                                    Facsimile No.:  303-741-4823
                                    Attn.:  Chief Executive Officer

                                    with a copy to:

                                    CompleTel Europe N.V.
                                    Drentestraat 24
                                    1083 HK Amsterdam

                                    and to CompleTel UK Limited
                                    c/o Madison Dearborn Partners Limited
                                    1 Curzon Street
                                    London W1J 5HD
                                    England


(b)      If to Employee:  Lyle PATRICK


                                    829 Augusta Dr S.E.
                                    Cedar Rapids
                                    IA 52403
                                    USA
                                    Facsimile No.:  1 319 861 3300

or to such other address or telecopy number as either party may designate by
notice pursuant to this Section 12.

         14. Jurisdiction; Venue; Limitation. The District Court of the County
of Arapahoe Colorado, United States of America, shall have exclusive
jurisdiction, including personal jurisdiction, and shall be the exclusive
venue for any controversies or claims arising out of Employee's employment by
the Company or out of this Agreement, except as otherwise agreed by the
parties. Any action or proceeding to enforce the provisions of this Agreement,
or to recover damages from the alleged breach of any provisions of this
Agreement shall be commenced within six months of a party's first notice of a
breach by the other party.

         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. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns, including,
without limitation, any person, partnership, corporation or other entity that
may acquire all or substantially all of the Company's or LLC's assets and
business or into or with which the Company or LLC may be merged or
consolidated, and upon the Employee, his heirs, executors, administrators and
legal representatives. The Employee shall not have any right to commute,
anticipate, encumber, assign or dispose of his right to any payment under this
Agreement prior to receipt thereof and shall not have the right to assign his
obligations under this Agreement.

         17. Entire Agreement. This Agreement and Employee's Secondment
Agreement set forth the entire agreement and understanding of the parties
relating to the subject matter of this Agreement and supersede 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 Employee and the
Company.

                 [Remainder of page intentionally left blank]





         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.


                                   COMPANY:

                                   CABLETEL MANAGEMENT, INC.,
                                   a Colorado corporation


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



                                   EMPLOYEE:



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





10.36

         Secondment Agreement, dated November 1, 2001, among CableTel
Management, Inc., J. Lyle Patrick and CompleTel Headquarters UK Ltd.





                             SECONDMENT AGREEMENT


         THIS AGREEMENT, is made as of November 1, 2001, by and among CableTel
Management, Inc., a Colorado corporation (the "Company"), Lyle Patrick, a U.S.
citizen and resident of the Iowa (the "Executive") and CompleTel Headquarters
UK Ltd., a company with limited liability organized under the laws of the
United Kingdom ("CompleTel UK").

                                   RECITALS

         A. The Executive is currently employed by the Company pursuant to an
Employment Agreement by and between the Executive and the Company dated as of
November 1, 2001 ("Employment Agreement").

         B. CompleTel UK is a wholly owned subsidiary of CompleTel Europe,
N.V., a Netherlands public company ("CompleTel Europe"), and performs
management services for CompleTel Europe and its other subsidiaries.

         C. The Company wishes to second the Executive to CompleTel UK for a
limited period of time, the Executive is willing to be seconded and CompleTel
UK wishes to use the services of the Executive for a limited period of time;
and

         D. The Company and CompleTel UK wish to enter into an agreement
governing the terms and conditions of the secondment.

                                   AGREEMENT

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

         1.       Secondment.

                  (a) The Company agrees to second the Executive, the
Executive agrees to be seconded, and CompleTel UK agrees to use the services
of the Executive, pursuant to the terms of the Employment Agreement.

                  (b) The parties agree that, during the Secondment Period:
(i) the Executive shall remain an employee of the Company and the Company
shall continue to pay the Executive the salary and the other benefits set
forth in the Employment Agreement; and (ii) CompleTel UK shall reimburse the
Executive for all reasonable out-of-pocket expenses incurred by the Executive
in connection with the performance of his services to CompleTel UK consistent
with CompleTel UK's policy.

                  (c)      The Executive shall move to London, England.

         2. Non-Compete. Executive represents and warrants that, to the best
of his knowledge after a review of his personal files, he has the full right
and authority to enter into the Employment Agreement and this Agreement and to
render the services required under the Employment Agreement and this
Agreement, and that by signing the Employment Agreement and this Agreement and
rendering such services he is not breaching any contract or legal obligation
he owes to any third party; provided that neither CompleTel UK nor CompleTel
Europe shall require Executive to use any trade secrets of any former
employer. Neither Executive nor CompleTel UK believe that any such trade
secrets exist or, if they do, that they would be necessary for Executive to
perform fully his services to CompleTel UK and CompleTel Europe hereunder.


         3.       Service Fee.

                  (a) In exchange for the Executive's performance of services
for CompleTel UK, CompleTel UK agrees to pay a service fee to the Company
equal to the cost to the Company of the Executive's compensation as set forth
in paragraph 1(b) above pursuant to the terms and conditions of that Joinder
Agreement to the Amended and Restated Management Services Agreement by and
among CompleTel UK and the Company, as it may from time to time be amended to
include any employer social taxes including UK employer National Insurance
contributions. The Company shall provide CompleTel UK with monthly
documentation of such fee, with a final reconciliation to be performed on an
annual basis within 120 days of the end of the calendar year.

                  (b) The Company shall invoice CompleTel UK monthly for the
service fee for the previous month. CompleTel UK agrees to pay all such
invoices promptly, but not later than thirty days after CompleTel UK receives
such invoices in accordance with the other payment instructions thereon.

         4. Termination. This agreement shall terminate upon the termination
of the Employment Agreement.

         5. Indemnification. In connection with the secondment, CompleTel UK
shall at all times provide, and shall cause CompleTel Europe to provide, for
the indemnification (to the extent permitted by applicable law) of Executive
for cost and liabilities incurred in litigation against Executive in his
capacity with CompleTel UK hereunder or as an officer or director of CompleTel
Europe and its subsidiaries.

         6. Survival. The rights and obligations of the parties hereto shall
survive the term of the Executive's secondment under this Agreement to the
extent that any performance is required under this Agreement after the
expiration or termination of such term.

         7. Notices. All notices, demands and other communications provided
for by this Agreement shall be in writing and shall be deemed to have been
given at the time the same is delivered in person, sent by facsimile at the
appropriate number indicated below with electronic confirmation of receipt, or
mailed by registered or certified mail addressed as follows:

                  To the Company:   CableTel Management, Inc.
                                    6300 South Syracuse Way, Suite 320
                                    Englewood, CO 80111
                                    Fax: + 303-741-4823
                                    Attn: James E. Dovey

                  To the Company:   CompleTel UK Limited
                                    c/o Madison Dearborn Partners Limited
                                    1 Curzon Street
                                    London W1J 5HD
                                    England
                                    Fax: + 44 20 7647 6311
                                    Attn: Timothy Samples

                  To the Executive: Lyle PATRICK
                                    829 Augusta Dr. S.E.
                                    Cedar Rapids, IA 52403
                                    USA
                                    Facsimile No:  + 1 319 861 3300

         Any party wishing to change the address to which notices, requests,
demands and other communications under this Agreement shall be sent, shall
give written notice of such change to the other parties.

         8. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company, CompleTel UK, and their successors and
assigns, including, without limitation, any person, partnership, corporation
or other entity which may acquire all or substantially all of the Company's or
CompleTel UK's assets and business or into or with which the Company or
CompleTel UK may be merged or consolidated, and upon the Executive, his heirs,
executors, administrators and legal representatives. The Executive shall not
have any right to commute, anticipate, encumber, assign or dispose of his
right to any payment under this Agreement prior to receipt thereof and shall
not have the right to assign his obligations under this Agreement.

         9. 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.

         10. Waiver. The failure of either party to insist in any one or more
instances upon performance of any term, covenant or condition of this
Agreement shall not be construed as a waiver of future performance of any such
term, covenant or condition, but the obligations of either party with respect
to such term, covenant or condition shall continue in full force and effect.

         11. Severability. Each provision of this Agreement shall be
interpreted where possible in a manner necessary to sustain its legality and
enforceability. The unenforceability of any provision of this Agreement in a
specific situation, or the unenforceability of any portion of any provision of
this Agreement in a specific situation, shall not affect the enforceability of
(a) that provision or portion of provision in another situation or (b) the
other provisions or portions of provisions of this Agreement if such other
provisions or the remaining portions could then continue to conform with the
purposes of this Agreement and the terms and requirements of applicable law.

         12. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties with respect to the subject matter
hereof and supersedes all prior written and oral agreements and understandings
between the Company, the Executive and CompleTel UK. This Agreement shall not
be amended orally, but only by a written instrument executed by each party to
this Agreement.

                                   * * * * *



                                       4

         IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first written above.


                                      COMPANY:
                                      CableTel Management, Inc.


                                      By:
                                      William H. Pearson
                                      Its: Chief Executive Officer


                                      COMPLETEL UK:
                                      CompleTel Headquarters UK Ltd.


                                      By:
                                      Timothy A. Samples
                                      Its: Manager


                                  EXECUTIVE:









23.1

CONSENT BY ARTHUR ANDERSEN









                      Consent of Independent Accountants

As independent accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement File No. No. 333-57208.

                                                          Arthur Andersen

Amstelveen, The Netherlands
March XX, 2002