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                                                           Exh 10.28


                              Dated 11th June 1999


                                (1)    WEB INTERNATIONAL
                                       NETWORKS LIMITED


                                (2)    MARTIN RUSHE

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

                                    SERVICE AGREEMENT

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


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THIS AGREEMENT is made the 11th  day of June  1999


BETWEEN:

(1)      Web International Networks Limited (the "COMPANY") (registered
         number 3254557) whose registered office is at 20 Blackfriars Lane,
         London EC4V 6HD

(2)      Martin Rushe (the "EXECUTIVE") of 115b Chesterton Road, London, W10 6ET


NOW IT IS HEREBY AGREED as follows:


1.       DEFINITION

         In this Agreement:

         "ASSOCIATED COMPANY": in relation to the Company, any Holding
         Company or Subsidiary of the Company and any other subsidiary of any
         such holding company. Holding Company and Subsidiary shall have the
         meanings set out in section 736 Companies Act 1985 (as amended);

         "COMPLETEL": means CompleTel UK Limited (registered number 3578293)
         whose registered office is at 4th Floor, Mellier House, 26a Albemarle
         Street, London WIX 3FA;

         the"COMPLETEL GROUP": shall mean the Company, CompleTel and any
         other Associated Company.



2.       APPOINTMENT AND DUTIES

2.1.     The Company will employ the Executive to head up its Web business with
         a title to be agreed. The Executive's employment under this Agreement
         will commence on the date of this Agreement and the Executive's period
         of continuous employment commenced on 1st April 1999. The Executive's
         employment will be for a fixed term ending on 30th April 2000 and
         continuing thereafter until his employment is terminated by either
         party giving not less than three months prior written notice to the
         other subject to earlier termination as provided for below.

2.2.     The Executive shall carry out all duties falling within the scope of
         his job title together with such other duties as may reasonably be
         assigned to him relating to the Company and shall hold such offices in
         the Company for such period as the Company may direct. The


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         Executive's authority shall be limited as set out in the Schedule. On a
         day to day basis, the Executive will report to the President of
         CompleTel.

3.       COMMITMENT OF EXECUTIVE

         The Executive shall carry out his duties during normal business hours
         (which are 9.00am to 5.30pm on weekdays) and at such other times are
         reasonably necessary for their proper performance.

4.       PLACE OF WORK

         The Executive will initially be based at the premises of the Company at
         Pall Mall Deposits, 124 Barlby Road, London, W10 6BL, but the Executive
         shall if required to do so work in such other place or places (whether
         on a temporary or permanent basis) in the United Kingdom as the Company
         may require.

5.       REMUNERATION

5.1.     The Executive shall receive a basic salary accruing from day to day at
         the rate of (pound)65,000 per annum to be paid by equal monthly
         instalments on or about the last day of each calendar month by credit
         transfer. The Executive's basic salary shall be reviewed (but without
         commitment to increase) in January of each year.

5.2.     The Company shall pay to the Executive a maximum bonus of (pound)12,187
         (twelve thousand, one hundred and eighty seven pounds), being 25% of
         his basic salary for the period from 1 July 1999 to 31 March 2000,
         based on the performance of the Company as follows:

         (i)      not later than 30 October 1999 the sum of (pound)4,062 (four
                  thousand and sixty two pounds) if the Company achieves Revenue
                  of not less than (pound)301,600 in relation to the six months
                  from 1 April 1999 to 30 September 1999 ("the First Revenue
                  Target"), reduced to 50% of such sum if the Company achieves
                  not less than 95% but not as much as 100% of the first Revenue
                  Target and reduced to 20% of such sum if the Company achieves
                  not less than 90% but not as much as 95% of the First Revenue
                  Target;

         (ii)     not later than 31st January 2000 the sum of (pound)4,062 (four
                  thousand and sixty two pounds) if the Company achieves Revenue
                  of not less than (pound)328,517 in relation to the three
                  months from 1st October to 31st December 1999 ("the Second
                  Revenue Target"), reduced to 50% of such sum if the Company
                  achieves not less than 95% but not as much as 100% of the
                  Second Revenue Target and reduced to 20% of such sum if the
                  Company achieves not less than 90% but not as much as 95% of
                  the Second Revenue Target;

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         (iii)    not later than 30 April 2000 the sum of (pound)4,063 (four
                  thousand and sixty three pounds) if the Company achieves
                  Revenue of not less than (pound)385,800 in relation to the
                  three months from 1st January to 31st March 2000 ("the Third
                  Revenue Target"), reduced to 50% of such sum if the Company
                  achieves not less than 95% but not as much as 100% of the
                  Third Revenue Target and reduced to 20% of such sum if the
                  Company achieves not less than 90% but not as much as 95% of
                  the Third Revenue Target;

         (iv)     even if any one or more of the Revenue Targets referred to in
                  (i) to (iii) above are not achieved but the aggregate Revenue
                  of the Company in the period from 1st April 1999 to 31st March
                  2000 is equal to or exceeds (pound)1,015,917 then CompleTel
                  shall pay to Martin Rushe on 30th April 2000 the sum of
                  (pound) 12,187 less the aggregate of all amounts already paid
                  pursuant to (i) to (iii) of this clause.

         For the purposes of this clause, "Revenue" shall mean: the aggregate
         invoiced revenues of the Company for the relevant period (a "Bonus
         Period") less any VAT or other sales taxes as shown in the management
         accounts of the Company for the relevant months, prepared on a basis
         consistent with the management accounts of the Company in the six
         months immediately prior to the date of this Agreement. For the
         avoidance of doubt, no bonus shall be paid in relation to any Bonus
         Period if the Revenue in that Bonus Period is less than 90% of the
         relevant Revenue Target.

5.3.     In the event of any dispute as to whether or not any Revenue Target has
         been achieved in any Bonus Period, the matter shall be determined by
         the Company's auditors who in making their decision shall act as
         experts and not as arbitrators and their decision shall be binding on
         the parties to this Agreement. For the avoidance of doubt the above
         bonus payments have been expressed as gross amounts and shall be
         subject to deduction of income tax and national insurance in the normal
         way.

5.4.     No bonus shall be due to the Executive pursuant to clause 5.2 if the
         employment of the Executive has terminated or notice to terminate has
         been given prior to the date on which payment of the bonus is due in
         relation to any Bonus Period, save that this clause shall not apply in
         the event that the Executive's employment is wrongfully terminated by
         the Company.

5.5.     After the period ending 31st March 2000, the Company may pay to the
         Executive a sum in addition to his salary, of up to 25% of his basic
         salary (the "ANNUAL BONUS")based on the achievement of agreed targets
         in each financial year of the Company or part financial year which sum
         shall be payable within 30 days after the end of the relevant financial
         year of the Company. Any entitlement to Annual Bonus shall be
         conditional upon the Executive's remaining employed (and not being
         under notice whether given by the Company or the Executive) on the due
         date for payment.

5.6.     The Company shall in addition to the sums stated above pay to Executive
         (pound)650 per month (subject to deduction of tax and national
         insurance) in lieu of making available to him a company car.

5.7.     The Executive hereby agrees to indemnify the Company in respect of any
         amount of income tax, including income tax to which the Pay As You Earn
         system applies, and employee's national insurance contributions ("the
         PAYE LIABILITY") (including any

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         associated interest and penalties) arising in relation to this
         Agreement, or in relation to the Sale and Purchase Agreement relating
         to Web International Networks Limited between the Company and the
         Executive dated the same day as this Agreement, or in relation to any
         other agreement entered into between the parties.

5.8.     To the extent that any PAYE Liability has not been deducted from the
         Executive's salary, in the month when it is payable, the Executive
         hereby authorises the Company to make deductions from subsequent salary
         payments and to apply the amounts so deducted in reimbursing the
         Company for such liability.

6.       EXPENSES AND MOBILE PHONE

6.1.     The Company shall reimburse the Executive the amount of all reasonable
         expenses properly incurred by him in the performance of his duties,
         subject to compliance with the appropriate procedures and to his
         production, if required, of supporting documents satisfactory to the
         Company.

6.2.     The Company will provide the Executive with a mobile phone in
         accordance with the Company's policy from time to time.



7.       PENSION AND OTHER BENEFITS

7.1.     The Executive is eligible to join the CompleTel's contributory pension
         scheme (the "Pension Scheme"). Under the Pension Scheme, the Executive
         contributes 5% of his basic salary and CompleTel contributes 12% of his
         basic salary. The current terms and conditions of the Pension Scheme,
         which is not contracted out of the State Earnings Related Pension
         Scheme, are available from CompleTel.

7.2.     If the Executive joins the Pension Scheme, his membership will be
         subject to the terms and conditions governing the Pension Scheme from
         time to time. CompleTel reserves the right to discontinue or amend the
         Pension Scheme at any time in accordance with its rules.

7.3.     Within 30 days of the date of this Agreement, the Company shall procure
         that CompleTel LLC shall grant rights to Martin Rushe to 100 equity
         units in CompleTel LLC comprising a combination of approximately two
         third in common units and one third in incentive units and otherwise on
         substantially the same terms of other employees of the CompleTel Group.

8.       MEDICAL AND INSURANCE BENEFITS

         During his employment the Company shall provide the Executive with the
         following insurance benefits in accordance with the terms of the
         relevant policy or plan taken out by the Company from time to time:

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         (a)      private medical expenses insurance for himself and for his
                  partner at the Company's expense; and

         (b)      permanent health insurance for the Executive if the Executive
                  joins the Pension Scheme;

         (c)      life assurance at four times annual base salary, if the
                  Executive joins the Pension Scheme and two times annual base
                  salary not if.

         From time to time the Company may, at its sole discretion, change the
         terms or the providers of the above policies and plans.

9.       HOLIDAYS

9.1.     In addition to normal public holidays the Executive is entitled to 25
         working days paid holiday during each calendar year (save for the first
         year following the date of this Agreement when the entitlement shall be
         20 working days paid holiday) to be taken by the Executive at such
         times as may be mutually convenient to the Executive and the Company.
         Holiday shall accrue pro-rata throughout the calendar year but any
         holiday entitlement remaining at the end of each calendar year shall
         lapse.

9.2.     On the termination of his employment the Executive will be entitled to
         pay in lieu of any unused holiday entitlement and the Executive shall
         repay to the Company pay received for holiday taken in excess of his
         holiday entitlement, both calculated on the basis of 1/261 basic annual
         salary for each day's holiday entitlement.

9.3.     The Company may at any time require the Executive to take paid leave on
         full salary and benefits during which time the Executive will not be
         allowed access to any premises of the Company. Any entitlement to a
         bonus under the bonus scheme referred to in Clause 5.2 and 5.5 may, at
         the Company's discretion, be reduced pro-rata by reference to the
         period of paid leave required to be undertaken by the Executive.

10.      SICKNESS 0R INJURY



10.1.    While absent from work on account of his ill health or injury the
         Executive shall receive his basic salary and other benefits for an
         aggregate absence of up to 90 working days in any calendar year,
         subject to his producing appropriate doctor's certificates in respect
         of any illness lasting more than 7 consecutive calendar days. Further
         payments may be made at the discretion of the Company which may reduce
         or discontinue these payments at any time. These payments will include
         Statutory Sick Pay. Qualifying days for the purposes of Statutory Sick
         Pay are Monday to Friday inclusive.

10.2.    Where the Executive's absence exceeds 30 working days in any calendar
         year any entitlement to a bonus under the bonus scheme in Clause 5.2
         and 5.5 may, at the Company's discretion, be reduced pro-rata to the
         total period of absence.

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10.3.    The Company reserves the right to require the Executive to undergo a
         medical examination at the Company's expense by a doctor nominated by
         the Company at any time. The Executive authorises the doctor to
         disclose the results of such examination to the Company provided such
         disclosure is limited to matters which could in the doctor's opinion
         affect the performance of the Executive's duties.

11.      CONFIDENTIAL INFORMATION

         During his employment with the Company and after its termination
         (however it occurs) the Executive shall not (other than in the proper
         course of his employment with the Company) use or disclose any
         confidential information of the Company or any other company in the
         CompleTel Group or any third party which the Executive may acquire
         through his employment.

12.      INTELLECTUAL PROPERTY

12.1.    The Executive acknowledges that all intellectual property rights
         subsisting in or attaching to anything conceived or created by him at
         any time in the course of his employment with the Company whether
         before or after the date hereof shall belong to and vest in the Company
         absolutely to the fullest extent permitted by law without payment to
         the Executive.

12.2.    The Executive warrants that he has made no invention which would be
         relevant to the business of the Company and undertakes to notify the
         Company promptly of any invention made by him in the course of his
         employment.

12.3.    The Executive undertakes, at the request and expense of the Company, to
         execute all documents and give all assistance as in the opinion of the
         Company may be necessary or desirable to protect any intellectual
         property rights referred to above and vest them in the Company
         absolutely.

12.4.    The Executive hereby irrevocably appoints the Company (or its nominee)
         to be his Attorney in his name and on his behalf to execute all
         documents and do all things necessary and generally to use his name for
         the purpose of giving to the Company (or its nominee) the full benefit
         of the provisions of this Clause and in favour of any third party a
         certificate an writing signed by an employee or the secretary of the
         Company that any instrument or act falls within the authority hereby
         conferred shall be conclusive evidence that such is the case,

13.      TERMINATION

13.1.    The Company may by notice to the Executive terminate this Agreement
         with immediate effect if the Executive:

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         (a)      is guilty of any gross misconduct or commits any serious or
                  persistent breach of his obligations to the Company; or

         (b)      is guilty of any conduct which in the reasonable opinion of
                  the Company brings him, the Company into disrepute; or

         (c)      is convicted of any criminal offence punishable with 6 months
                  or more imprisonment; or

         (d)      has a bankruptcy petition presented against him or makes any
                  arrangement (including a voluntary arrangement) or composition
                  with his creditors generally; or

         (e)      is of unsound mind or a patient for the purpose of any statute
                  relating to mental health; or

         (f)      is prohibited from holding any office which he holds in the
                  Company or resigns from any such office without the Company's
                  consent; or


13.2.    To investigate a complaint of misconduct against the Executive the
         Company may suspend him on full pay and benefits for as long as
         necessary to carry out a full investigation.

13.3.    If the Executive is unable to perform his duties by reason of injury or
         ill health for periods aggregating at least 90 days in any period of 12
         consecutive calendar months the Company may terminate this Agreement by
         giving the appropriate period of statutory minimum notice.

14.      OBLIGATIONS ON TERMINATION

14.1.    On the termination of the Executive's employment, and/or if the Company
         invokes Clause 9.3 the Executive shall immediately return to the
         Company all client lists, client files, plans, statistics, documents,
         records, papers or property of whatsoever nature (including keys,
         books, materials, computer hardware or software and credit cards) in
         his possession or control which relate in any way to the business or
         affairs of the Company and any other company in the CompleTel Group or
         any of their clients or suppliers and no copies, notes or abridgements
         of any of the above shall be retained by him.

14.2.    After the termination of his employment, and/or if the Company invokes
         9.3 the Executive shall upon the request of the Company resign without
         claim for compensation from all offices held by him in the Company and
         any other company in the CompleTel Group and should he fail to do so
         the Company is hereby irrevocably authorised to appoint some person in
         his name and on his behalf to sign and execute all documents or things
         necessary to give effect to the resignation(s).

14.3.    The Executive shall reimburse the Company full costs of any training
         courses and examinations taken by the Executive during the 12 months
         immediately prior to

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         termination. A record will be kept by the Company of all such costs.
         The Company reserves the right to deduct such costs from the
         Executive's salary and any other sums due to the Executive on or around
         the termination of employment.

15.      PREVENTION OF UNFAIR COMPETITION

15.1.    The Executive shall not during his employment be employed, engaged,
         concerned or interested (whether directly or indirectly and in whatever
         capacity) in any business activity except with the prior consent in
         writing of the Company.

15.2.    After the termination of the Executive's employment, however it occurs:

         (a)      for the period of one year next after such termination he
                  shall not (directly or indirectly) on his own behalf or in any
                  capacity on behalf of any other person, firm, company or
                  association canvass or solicit or do business of any kind
                  transacted by the Company with which he was concerned during
                  his employment from or with any person, firm, company or
                  association who or which was, at any time during the period of
                  two years immediately preceding such termination, a client of
                  the Company or any other member of the CompleTel Group and
                  with whom the Executive personally dealt in the course of his
                  employment; and

         (b)      for the period of one year next after such termination the
                  Executive shall not (directly or indirectly) on his own behalf
                  or in any capacity on behalf of any other person, firm,
                  company or association in connection with any business of a
                  kind transacted by the Company offer to or actually employ or
                  engage or enter into partnership with any person who was
                  employed by the Company or any other member of the CompleTel
                  Group within the period of tyro years prior to such
                  termination and with whom he had personal contact unless such
                  offer or employment or engagement takes place three months or
                  more after that person has ceased to work for the Company; and

         (c)      For the period of one year ( if the termination is by Martin
                  Rushe) or six months (if the termination is by the Company)
                  next after such termination the Executive shall not (directly
                  or indirectly) on his own behalf or in any capacity on behalf
                  of any other person, firm, company or association in
                  connection with any business of a kind transacted by the
                  Company or any other company in the CompleTel Group with which
                  the Executive had regular involvement in the year preceding
                  such termination carry out any work or be engaged in any
                  business in competition with the Company or such company in
                  the CompleTel Group.

15.3.    The Executive may notwithstanding the other provisions of this clause
         hold securities which are quoted on a recognised investment exchange
         for investment purposes only provided his shareholding does not exceed
         1% of any company's issued share capital or having an interest in
         securities in a private limited company provided that such company's
         business is not competitive with that of the Company or any other

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         company in the CompleTel Group and further provided that such
         investment does not result in the Executive failing to fulfil his
         duties under this Agreement.

15.4.    Each of the above restrictions are entirely separate and severable.

16.      GRATUITIES

         The Executive shall not directly or indirectly accept any commission,
         rebate, discount or gratuity in cash or in kind from any person who had
         or is having a business relationship with any company in the CompleTel
         Group.

17.      FOREIGN CORRUPT PRACTICES ACT

         The Executive acknowledges that he has been provided with and has read
         the Company's written policy with respect to compliance with the US
         Foreign Corrupt Practices Act ("FCPA") and 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 the British or any foreign government or political party
         for the purpose of influencing a decision to secure or maintain
         business for any person. Furthermore, the Executive confirms that
         should be 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 or any company in the
         CompleTel Coup, he will immediately advise the Board of his knowledge
         or suspicion.

18.      NOTICES

         Any notice given under this Agreement shall be deemed to have been duly
         given if given personally by the Company to the Executive or if sent by
         either party by registered post addressed to the other parry (in the
         case of the Company its registered office for the time being and in the
         case of the Executive his last known address) and such notice shall be
         deemed to have been given on the third day following that on which it
         was posted.

19.      GRIEVANCE PROCEDURE

         The Executive should refer any grievance relating to his employment
         (other than one relating to a disciplinary decision) to the president
         of CompleTel and if the grievance is not resolved by discussion between
         them it will be referred to the Chairman of the Board for resolution.

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20.      GENERAL

20.1.    This Agreement contains all the terms of and relating to the employment
         of the Executive and replaces all previous contracts of employment
         express or implied between the Company or any other company in the
         CompleTel Group and the Executive, all which shall be deemed to have
         been terminated by mutual consent as from the date on which the
         Employment commenced.

20.2.    The Executive warrants that by entering into this Agreement he will not
         be in breach of any agreements with or obligations owed to any third
         party.

20.3.    The Executive hereby irrevocably appoints the Company to be his
         attorney and in his name and on his behalf and as his act and deed to
         sign, execute and do all acts, things and documents which he is obliged
         to execute and do under the provisions of this Agreement.

20.4.    This Agreement shall be governed by and construed in accordance with
         the laws of England and Wales. The parties agree to submit to the
         non-exclusive jurisdiction of the English Courts.

IN WITNESS whereof the Company has signed this Agreement under the hand of an
authorised official and the Executive has executed this Agreement as a Deed

Dated: 11th June 1999

SIGNED by                                            )
duly authorised for and on behalf of                 )
WEB INTERNATIONAL                                    )
NETWORKS LIMITED                                     )




EXECUTED as a DEED by                                )
MARTIN RUSHE in the                                  )
presence of                                          )



Name:
Address:

Occupation:

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                                  THE SCHEDULE
                  LIST OF ACTIONS REQUIRING THE PRIOR APPROVAL

The Executive shall not, and shall not cause or permit the Company or any
Subsidiary to, do or undertake, or agree or commit to do or undertake, any of
the following actions, directly or indirectly, without the prior written consent
of either the Board, the President of CompleTel (currently Ian Sexton), or where
the matter is outside the authority of the President of CompleTel, the President
of European Operations CompleTel LLC (currently William Pearson), save to the
extent that any of the following matters are provided for in the Approved Budget
(as defined below) which shall be deemed constitute approval for these purposes:

a.       incur any obligation or undertake any activity or expenditure outside
         the Approved Budget, except for non-material transactions, i.e. any
         transaction or series of transactions involving an aggregate annual
         obligation or expenditure of less than (pound)15,000;

b.       amend, waive or otherwise modify the Approved Budget or the Approved
         Business Plan (as defined below);

c.       enter into any agreement, arrangement or obligation that cannot be
         terminated on twelve months' notice or less;

d.       enter into, modify or terminate any contract or agreement with any
         customer of the Company or any of its Subsidiaries that accounts for,
         or can reasonably be expected to account for, more than (pound)50,000
         of the Company's annual revenues;

e.       enter into any agreements concerning the provision of transmission
         lines, transmission capacity and/or switching capacity, whether the
         Company or any of its Subsidiaries is the providing or receiving party;

f.       enter into any agreement relating to material permits, approvals or
         licenses issued to or by the Company or any of its Subsidiaries,
         including, without limitation, telecommunications licenses;

g.       enter into the ownership, active management or operation of any
         business other than the provision of wireline telecommunications
         services in markets in the United Kingdom expressly specified in the
         Approved Business Plan;

h.       make any loans or advances to, guarantees for the benefit of or
         Investments in, any person, except for (i) reasonable advances to
         employees or customers in the ordinary course of business, (ii)
         acquisitions permitted under clause (i) below, and (iii) Investments
         having a stated maturity of no greater than one year;

i.       acquire any interest in any company or business (whether by a purchase
         of assets, purchase of stock, merger or otherwise), or enter into any
         joint venture;

j.       merge or consolidate with any Person;

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k.       sell, lease or otherwise dispose of any assets, where such assets
         (together with all other assets disposed of by the Company and its
         Subsidiaries in such transaction or a series of related transactions)
         represent more than 10% of the consolidated assets of the Company and
         its Subsidiaries (computed on the basis of book value, determined in
         accordance with GAAP, or fair market value, determined by the Board),
         or sell or permanently dispose of any material Intellectual Property
         Rights;

l.       liquidate, dissolve or effect a recapitalization or reorganisation in
         any form of transaction;

m.       establish or acquire any Subsidiaries:

n.       create, incur, assume or suffer to exist Indebtedness on a consolidated
         basis in an aggregate outstanding principal amount in excess
         of (pound)25,000 at any time;

o.       create, incur, assume or suffer to exist any Liens other than Permitted
         Liens;

p.       make any capital expenditure (including, without limitation, payments
         with respect to capitalized leases, as determined in accordance with
         GAAP under which the amount of an aggregate lease payments for all such
         agreements exceeds (pound)25,000) in the aggregate on a consolidated
         basis during any 12-month period;

q.       enter into any leases or other rental agreements (excluding capitalized
         leases, as determined in accordance with GAAP) under which the amount
         of the aggregate lease payments for all such agreements exceeds
         (pound)25,000 on a consolidated basis for any 12-month period;

r.       change the Company's or any Subsidiary's fiscal year or change any of
         the accounting principles or practices utilised by the Company or its
         Subsidiaries, or select, retain, or amend, terminate or modify any
         retention arrangement with any accounting firm engaged to audit the
         Company's or its Subsidiaries' financial statements;

s.       appoint or terminate, or enter into, modify or terminate any employment
         or compensation agreement with, any employee with an aggregate annual
         compensation in excess of (pound)25,000;

t.       grant or modify any pension, insurance or other employee benefits plan;

u.       adopt any option plan or employee securities ownership plan or issue
         any equity securities (including any options, warrants, or other rights
         to acquire equity securities) to any employee;

v.       enter into, amend, modify or supplement any agreement, transaction,
         benefit plan, commitment or arrangement with any of the Company's or
         any Subsidiary's executive officers, directors or Affiliates or with
         any individual related by blood, marriage, or adoption to any such
         individual or with any entity in which any Person or individual owns at
         least a 2% beneficial interest, except for customary and reasonable
         employment arrangements;

w.       initiate litigation estimated to cost more than (pound)5,000 or enter
         into any settlement of litigation or claim costing more
         than (pound)5,000;

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x.       directly or indirectly redeem, purchase or otherwise acquire any of the
         Company's or any Subsidiary's capital stock or other equity securities;

y.       authorise, issue or enter into any agreement providing for the issuance
         (contingent or otherwise) of (i) any notes or debt securities
         containing equity features (including without limitation any notes or
         debt securities convertible or exercisable or exchangeable for capital
         stock or other equity securities, issued in connection with the
         issuance of capital stock or other equity securities or containing
         profit participation features) or (ii) any capital stock or other
         equity securities (or any securities convertible into or exercisable or
         exchangeable for any capital stock or other equity securities);

z.       issue or sell any shares of the capital stock or other equity
         securities (including, without limitation, any warrants, options and
         other rights to acquire such capital stock or other equity securities)
         of any Subsidiary to any Person; or

For purposes of this Schedule, the following definitions shall apply:

(i)      "AFFILIATE" of any particular Person means (A) any other Person
         controlling, controlled, by or under common control with such
         particular Person, where "control" means the possession, directly or
         indirectly, of the power to direct to management and policies of a
         Person whether through the ownership of voting securities, by contact
         or otherwise, and (B) if such Person (other than the Company) is a
         partnership, any partner thereof.

(ii)     "APPROVED BUDGET" means the annual budget prepared on a monthly basis
         prior to the beginning of each fiscal year for the Company and its
         Subsidiaries for such fiscal year and approved by the Board and the
         board of CompleTel [LLC].

(iii)    "APPROVED BUSINESS PLAN" means the detailed business plan for the
         Company and its Subsidiaries, as approved by the Board and the board of
         CompleTel [LLC] as revised from time to time.

(iv)     "GAAP" means generally accepted accounting principles in the United
         Kingdom consistently applied.

(v)      "INDEBTEDNESS" means at a particular time, without duplication, (A) any
         indebtedness for borrowed money or indebtedness issued in substitution
         for or exchange of indebtedness for borrowed money, (B) any
         indebtedness evidenced by any note, bond, debenture or other debt
         security, (C) any indebtedness for the deferred purchase price of
         property or services with respect to which a Person is liable,
         contingently or otherwise, as obligor or otherwise (other than trade
         payables and other current liabilities incurred in the ordinary course
         of business which are not more than six months past due), (D) any
         commitment by which a Person assures a creditor against loss
         (including, without limitation, contingent reimbursement obligations
         with respect to letters of credit), (E) any indebtedness guaranteed in
         any manner by a person (including, without limitation, guarantees in
         the form of an agreement to repurchase or reimburse), (F) any
         indebtedness under capitalised leases with respect to which a Person is
         liable, contingently or otherwise, as obligor, guarantor or otherwise,
         or with

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         respect to which obligations a Person assures a creditor against loss,
         and (G) any indebtedness secured by a Lien on a Person's assets.

(vi)     "INTELLECTUAL PROPERTY RIGHTS" means all (A) patents, patent
         applications, patent disclosures and inventions, (B) trademarks,
         service marks, trade dress, trade names, logos amid corporate names and
         registrations and applications for registration thereof together with
         all of the goodwill associated therewith, (C) copyrights (registered or
         unregistered) and copyrightable works and registrations and
         applications for registration thereof (D) mask works and registrations
         and application; for registration thereof, (E) computer software, data,
         data bases and documentation thereof, (F) trade secrets and other
         confidential information (including, without limitation, ideas,
         formulas, compositions, inventions (whether patentable or unpatentable
         and whether or not reduced to practice), know-how, manufacturing and
         production processes and techniques. research and development
         information, drawings, specifications, designs, plans, proposals.
         technical data, copyrightable works, financial and marketing plum and
         customer and supplier lists and information), (G) other intellectual
         property rights and (H) copies and tangible embodiments thereof (in
         whatever form or medium).

(vii)    "INVESTMENT" as applied to an, Person means (A) any direct or indirect
         purchase or other acquisition by such Person of any notes, obligations,
         instruments, stock, securities or ownership interest (including
         partnership interests and joint venture interests) of any other Person
         and (B) any capital contribution by such Person to any other Person.

(viii)   "LIEN" means any mortgage, pledge, security interest, encumbrance, hen
         or charge of any kind (including, without limitation, any conditional
         sale or other title retention agreement or lease in the nature
         thereof), any sale of receivables with recourse against the Company,
         any of its Subsidiaries or any Affiliate, any filing or agreement to
         file a financing statement as debtor under the relevant law other than
         to reflect ownership by a third party of property leased to the Company
         or any of its Subsidiaries under a lease which is not in the nature of
         a conditional sale or tide retention agreement, or any subordination
         arrangement in favour of another Person (other than any subordination
         arising in the ordinary course of business).

(ix)     "PERMITTED LIEN" means;

         (A)     tax liens with respect to taxes not yet due and payable or
                 which are being contested in good faith by appropriate
                 proceedings and for which appropriate reserves have been
                 established in accordance with GAAP;

         (B)     deposits or pledges made in connection with, or to secure
                 payment of, utilities or similar services, employee
                 compensation, unemployment insurance, pensions or other social
                 obligations;

         (C)     purchase money by way of security interest in any property
                 acquired by the Company or any Subsidiary to the extent
                 permitted under this Schedule ;

         (D)     interests or title of a lessor under any lease permitted under
                 this Schedule ;

         (E)     mechanics', materialmen's or contractors' liens or
                 encumbrances or any similar lien or restriction for amounts
                 not yet due and payable;

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         (F)     easements, rights-of-way, restrictions and other similar
                 charges and encumbrances not interfering with the ordinary
                 conduct of the business of the Company and its Subsidiaries or
                 detracting from the value of the assets of the Company and its
                 Subsidiaries; and

         (G)     security interests in the assets of the Company and its
                 Subsidiaries granted to the Company's and its Subsidiaries'
                 lenders to secure Indebtedness permitted under this Schedule.

(x)      "PERSON" means an individual, a partnership, a corporation, a limited
         liability company, an association, a joint stock company, a trust, a
         joint venture, an unincorporated organisation and a governmental entity
         or any department, agency or political subdivision thereof.

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