##### 



Exhibit 10.14

QUEST TURNAROUND ADVISORS, L.L.C.
37 Purchase Street
Rye, N.Y. 10580Phone: (914) 925-0003
Facsimile: (914) 921-2136

January 28, 2003

Board of Directors
NTL Europe, Inc.
22 Suffolk Street
London, England
SW1 4HG

Gentlemen

This letter sets forth our proposal for Quest Turnaround Advisors, L.L.C.,
(Quest) to provide the consulting services of its personnel to NTL Europe,
Inc. (the Company). This letter amends and supercedes our engagement letter
dated November 27, 2002 that was entered into on January 10, 2003.

Such continuing services shall include providing and making available to the
Company the services of Jeffrey A. Brodsky, as Chairman of the Board of
Directors and CEO of the Company and providing and making available the
services of Robert A. Schmitz as a Vice President of the Company. Each of Mr.
Brodsky and Mr. Schmitz will serve as officers and/or members of the Board of
Directors of subsidiaries and/or minority investments, if requested by the
Companys Board of Directors. During the term of this Agreement, Messrs.
Brodsky and Schmitz will, to the extent reasonably required, devote
substantially all of their working time to the performance of their duties
hereunder; provided that they shall be entitled to engage in such other
business activities as do not materially interfere with their responsibilities
hereunder.

Monthly Base Fee

For the six-month period commencing on January 10, 2003 Quest shall receive a
Monthly Base Fee (the Base Fee) of $150,000 payable monthly in advance.
Except for the success fee provided for below, none of Quest, Mr. Brodsky or
Mr. Schmitz shall receive any additional compensation for Mr. Brodsky or Mr.
Schmitz serving as an officer or director of the Company or any of its
subsidiaries or affiliates. From and after July 10, 2003, Quest and the Board
of Directors will from time to time, but no less frequently than quarterly,
reassess the amount of time required to be dedicated by Messrs. Brodsky and
Schmitz to manage the Companys affairs. To the extent that, at any time from
and after July 10, 2003, the parties determine that either one or both of Mr.
Brodsky and Mr. Schmitz are not required to devote their full time working
efforts to the management of the Companys business, the Board of Directors and
Quest shall use their respective reasonable good faith efforts to seek to
establish a revised, reduced Monthly Base Fee.





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 2

In that regard, the parties shall use as a benchmark for the determination of
the reduced Monthly fee an hourly rate for each of Messrs. Brodsky and Schmitz
of $400 per hour.

Success Fee

In addition to the Base Fee, Quest shall be entitled to incentive compensation
(a Success Fee) in an amount equal to 10% of the aggregate gross amounts
distributed by the Company to the holders of the Companys 10% Fixed Coupon
Preferred Stock and Common Stock (the Shareholders) (whether by way of
dividend, distribution or redemption of the preferred stock or the common
stock) in excess of $40 million dollars (the Threshold Amount). To the
extent that assets other than cash are distributed by the Company to its
Shareholders, the determination of the gross amount distributed to Shareholders
shall be made by the Board of Directors of the Company (other than Mr. Brodsky)
acting in good faith (and taking into account the valuation, if any, used by
the Board of Directors when the applicable asset was distributed by the Company
to the Shareholders). In the event that Quest reasonably objects to the Board
of Directors determination of the valuation of any asset, the determination of
such valuation shall be submitted to an independent third party appraiser
reasonably acceptable to each of the Company and Quest.

For clarification, the initial redemption of Preferred Stock in the amount of
$25 million shall not be included towards calculation of the Threshold Amount.
Amounts of the Success Fee due to Quest pursuant to this paragraph shall be due
and payable contemporaneously with distributions to the Shareholders. The
Success Fee shall survive any termination or expiration of this Agreement other
than as a result of the termination of this agreement for Cause (as defined
below).

The parties agree that, not later than July 10, 2003, the parties will in good
faith consider and, to the extent reasonably appropriate in the reasonable
judgment of Quest and the Company, seek to implement alternative methods of
paying the Success Fee, including, but not limited to, the issuance of options
or shares of the Companys capital stock to Quest. Without limiting the
foregoing, in the event that assets other than cash or marketable securities
are issued to the Shareholders, the parties will, in good faith and to the
extent reasonably appropriate in the reasonable judgment of Quest and the
Company, seek to implement an alternative to the payment of the resulting
Success Fee to Quest. If the Company and Quest are unable to agree on
alternative methods of paying the Success Fee or alternatives to the Success
Fee, then the Success Fee shall be paid in cash.

Reimbursement of Expenses

Quest will be entitled to reimbursement for its reasonable out-of-pocket
expenses in accordance with the Companys expense reimbursement policies
including reimbursement of its reasonable counsels fees in connection with
assisting and advising Quest on issues regarding Quests retention by the
Company.





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 3

Term

The initial term of this engagement shall be for a six (6) month period
commencing on January 10, 2003 and after such 6 month period shall continue
until terminated by either party on thirty days written notice. In the event
this Agreement is not terminated or amended by an agreement in writing, it
shall continue on a month-to-month basis after the initial six (6) month period
until such time of termination or amendment.

Notwithstanding the foregoing, this agreement can be terminated by the Company
for Cause. As used herein Cause shall mean the occurrence of any one or more
of the following, during the term of this Agreement (i) one or more of Quest
Mr. Brodsky or Mr. Schmitz (x) is convicted of, or pleads guilty or nolo
contenders to, any felony or (y) commits any other crime involving fraud,
embezzlement or breach of trust or fiduciary duty, (ii) the willful failure by
any one or more of Quest, Mr. Brodsky or Mr. Schmitz to substantially perform
its or his duties with the Company (other than, in the case of Mr. Brodsky or
Mr. Schmitz any such failure resulting from his death or incapacity due to
physical or mental impairment), or (iii) the willful gross misconduct by any
one or more of Quest, Mr. Schmitz or Mr. Brodsky with regard to the Company or
any of its affiliates that is materially injurious to the Company or any of its
affiliates.

INDEMNIFICATION

The Indemnification Provisions (including the choice of law and related
provisions contained therein) are attached as Exhibit A and are incorporated
herein by reference and shall be deemed to be an obligation of the Company.
Termination of this engagement shall not affect these indemnification
provisions, which shall hereafter remain in full force and effect. Without
limiting such indemnification obligations or any other indemnification
obligation the Company may have, in the event that following the termination of
this agreement, Mr. Brodsky or Mr. Schmitz is required to devote his time to
assisting or as participant in litigation or other proceedings brought against
the Company (or Mr. Brodsky or Mr. Schmitz in their capacity as officers or
directors of the Company or any of its subsidiaries), Quest shall be reimbursed
for such time devoted by Mr. Brodsky and/or Mr. Schmitz at a rate of $400 per
hour for each of them.





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 4

We look forward to managing the Companys affairs to achieve the goals of the
Board of Directors for the benefit of its stakeholders.

Very truly yours,

|                                         |  |                            |  | 
|---------------------------------------- |  | -------------------------- |  | 
|Quest Turnaround Advisors, L.L.C.        |  |                           
|                                         |  |                            |  | 
|                                         |  |                            |  | 
|By:                                      |  | /s/ Jeffrey A. Brodsky     |  | 
|                                         |  |                            |  | 
|Its:                                     |  | Managing Director          |  | 
|                                         |  |                            |  | 
|Date:                                    |  | 2-11-03                    |  | 
|                                         |  |                            |  | 
|                                         |  |                            |  | 
|Accepted and Agreed to:
NTL Europe, Inc. |  |                           
|                                         |  |                            |  | 
|                                         |  |                            |  | 
|By:                                      |  | /s/ Michael J. Cochran     |  | 
|                                         |  |                            |  | 
|                                         |  |                            |  | 
|Its:                                     |  | Member, Board of Directors |  | 
|                                         |  |                            |  | 
|                                         |  |                            |  | 
|Date:                                    |  | 2-13-03                    |  | 
|                                         |  |                            |  | 





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 5



EXHIBIT A
INDEMNIFICATION PROVISIONS



|A. |  | As a material part of the consideration for Quest to furnish its services
under this Agreement, in the event that Quest becomes involved in any
capacity in any claim, suit, action, proceeding, investigation or inquiry
(including, without limitation, any shareholder or derivative action or
arbitration proceeding) (collectively, a Proceeding) in connection with
any matter in any way relating to or referred to in this Agreement or
arising out of the matters contemplated by this Agreement, including,
without limitation, related services and activities prior to the date of
this Agreement, the Company agrees to indemnify, defend and hold Quest
harmless to the fullest extent permitted by law, from and against any
losses, claims, damages, liabilities and expenses in connection with any
matter in any way relating to or referred to in this Agreement or arising
out of the matters contemplated by this Agreement, including, without
limitation, related services and activities prior to the date of this
Agreement, except to the extent that it shall be determined by a court of
competent jurisdiction in a judgment that has become final in that it is
no longer subject to appeal or other review that such losses, claims,
damages, liabilities and expenses resulted solely from the gross
negligence or willful misconduct of Quest. In addition, in the event that
Quest becomes involved in any capacity in any Proceeding in connection
with any matter in any way relating to or referred to in this Agreement or
arising out of the matters contemplated by this Agreement, the Company
will reimburse Quest for its legal and other expenses (including the cost
of any investigation and preparation) as such expenses are incurred by
Quest in connection therewith. If such indemnification were not to be
available for any reason, the Company agrees to contribute to the losses,
claims, damages, liabilities and expenses involved (i) in the proportion
appropriate to reflect the relative benefits received or sought to be
received by the Company and its securityholders (including any
noteholders) and affiliates and other constituencies, on the one hand, and
Quest, on the other hand, in connection with the matters contemplated by
this Agreement or (ii) if (but only if and to the extent) the allocation
provided for in clause (i) is for any reason held unenforceable, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and
its securityholders (including any noteholders) and affiliates and other
constituencies, on the one hand, and the party entitled to contribution,
on the other hand, as well as any other relevant equitable considerations.
The Company agrees that for the purposes of this paragraph the relative
benefits received, or sought to be received, by the Company and its
securityholders (including any noteholders) and affiliates and other
constituencies, on the one hand, and the party entitled to contribution,
on the other hand, in connection with the matters contemplated by this
Agreement shall be deemed to be in the same proportion that the total
value received or paid or contemplated to be received or paid by the
Company or its securityholders (including any noteholders) or affiliates
and other constituencies, as the case may be, as a result of or in
connection with the matters for which Quest has been
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 6



|   |  | retained to perform consulting services bears to the fees paid to Quest
under this Agreement; provided, that, in no event shall the Company
contribute less than the amount necessary to assure that Quest is not
liable for losses, claims, damages, liabilities and expenses in excess of
the amount of fees actually received by Quest pursuant to this Agreement.
Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission or any other alleged
conduct relates to information provided by the Company or other conduct by
the Company (or its employees or other agents), on the one hand, or by
Quest (or its employees or other agents), on the other hand. The Company
will not settle any Proceeding in respect of which indemnity may be sought
hereunder, whether or not Quest is an actual or potential party to such
Proceeding, without Quests prior written consent (which consent shall not
be unreasonably withheld or delayed provided that the settlement includes a
release for Quest from all losses, claims, damages, liabilities and
expenses arising out of such Proceeding). For purposes of this Agreement,
Quest shall include Quest, any of its members, managers or affiliates, each
other person, if any, controlling Quest or any of its members, managers or
affiliates, their respective officers, current and former directors,
employees and agents, and the successors and assigns of all of the
foregoing persons. The foregoing indemnity and contribution agreement
shall be in addition to any rights that any indemnified party may have at
common law or otherwise.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|B. |  | The Company agrees that neither Quest nor any of its members, managers,
affiliates, directors, agents, employees or controlling persons shall have
any liability to the Company, or any person asserting claims on behalf of
or in right of the Company in connection with or as a result of either
Quests engagement under this Agreement or any matter referred to in this
Agreement, including, without limitation, related services and activities
prior to the date of this Agreement, except to the extent that it shall be
determined by a court of competent jurisdiction in a judgment that has
become final in that it is no longer subject to appeal or other review,
that any losses, claims, damages, liabilities or expenses incurred
resulted solely from the gross negligence or willful misconduct of Quest
in performing the services that are the subject of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|C. |  | THIS AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR
NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
(CLAIM), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PROVISIONS EXCEPT AS SET FORTH BELOW, NO CLAIM UNDER THIS
AGREEMENT MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER
THAN IN COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK OR THE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





---



##### 



The Board of Directors
NTL Europe, Inc.
January 28, 2003
Page 7



| |  | BANKRUPTCY COURT, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE
ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND QUEST CONSENT TO THE
JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE
COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY
COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST QUEST OR ANY INDEMNIFIED
PARTY. EACH OF QUEST AND THE COMPANY WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE
COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR COUNTERCLAIM
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY
AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE
COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------