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                                                                    Exhibit 4.10




THIS COUNTERPARTY AGREEMENT is made as of this 11th day of March, 2004.

R E C I T A L S:

A.    Rogers Cable Inc. (the "Corporation") (formerly Rogers Cablesystems
      Limited) has issued certain Senior Secured Bonds (as defined in the
      Deed of Trust (defined below)) pursuant to a restated deed of trust and
      mortgage (the "Deed of Trust"), dated as of January 31, 1995, between
      the Corporation and National Trust Company, as trustee (the "Trustee")
      (which restated an amended and restated trust deed, dated as of
      December 20, 1991, between the same parties), as supplemented by a
      first supplemental deed of trust and mortgage (the "First Supplemental
      Deed"), dated as of December 31, 2003, among the Corporation, Rogers
      Cable Communications Inc. ("RCCI") and the Trustee;

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

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

D.    JPMorgan Chase Bank, as trustee (the "1994 Trustee") for the holders of
      Senior Secured Second Priority Debentures due 2014 issued by the
      Corporation pursuant to an indenture, dated as of January 15, 1994,
      among the Corporation, Rogers Cable T.V. Limited (now the Corporation),
      Rogers Ottawa Limited/Limitee ("ROL") and JPMorgan Chase Bank (formerly
      known as Chemical Bank), as trustee, as supplemented by a first
      supplemental indenture, dated as of December 31, 2003, among the
      Corporation, ROL, RCCI and the 1994 Trustee, executed a counterparty
      agreement to the Restated Inter-Creditor Agreement, dated January 25,
      1994, as required by section 3.5 of the Restated Inter-Creditor
      Agreement;

E.    JPMorgan Chase Bank, as trustee (the "1995 Note Trustee") for the
      holders of Series  B Senior Secured Second Priority Notes due 2005
      issued by the Corporation pursuant to an indenture, dated as of March
      20, 1995, among the Corporation, Rogers Cablesystems Ontario Limited
      ("RCOL"), ROL, Rogers Cablesystems Georgian Bay Limited ("RCGB"),
      Rogers Cablesystems North Bay Limited ("RCNB"), Rogers Cablesystems
      Huntsville Limited ("RCHL"), Rogers Security Services Inc. ("RSS") and
      JPMorgan Chase Bank (formerly known as Chemical Bank), as supplemented
      by a first supplemental indenture, dated as of May 29, 1996, among
      Rogers Cablesystems Limited (now the Corporation), ROL, RCOL, RCNB,
      RCHL, RCGB and Rogers Canguard Inc. (formerly RSS) and a second
      supplemental indenture, dated as of December 31, 2003, among the
      Corporation, RCCI, RCOL, ROL, RCGB and the 1995 Note Trustee, executed
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      a counterparty agreement to the Restated Inter-Creditor Agreement,
      dated March 20, 1995, as required by section 3.5 of the Restated
      Inter-Creditor Agreement;

F.    CIBC Mellon Trust Company, as trustee (the "Canadian Trustee") for the
      holders of Senior (Secured) Second Priority Notes due 2007 issued by
      the Corporation pursuant to an indenture, dated as of February 5, 2002,
      between the Corporation and CIBC Mellon Trust Company, as trustee, as
      supplemented by a first supplemental indenture, dated as of December
      31, 2003, among the Corporation, RCCI and the Canadian Trustee,
      executed a counterparty agreement to the Restated Inter-Creditor
      Agreement, dated February 5, 2002, as required by section 3.5 of the
      Restated Inter-Creditor Agreement;

G.    JPMorgan Chase Bank, as trustee (the "2002 10-Year Note Trustee") for
      the holders of Senior (Secured) Second Priority Notes due 2012 issued
      by the Corporation pursuant to an indenture, dated as of April 30,
      2002, between the Corporation and JPMorgan Chase Bank, as trustee, as
      supplemented by a first supplemental indenture, dated as of December
      31, 2003, among the Corporation, RCCI and the 2002 10-Year Note
      Trustee, executed a counterparty agreement to the Restated
      Inter-Creditor Agreement, dated as of April 30, 2002, as required by
      section 3.5 of the Restated Inter-Creditor Agreement;

H.    JPMorgan Chase Bank, as trustee (the "2002 30-Year Debenture Trustee")
      for the holders of Senior (Secured) Second Priority Debentures due 2032
      issued by the Corporation pursuant to an indenture, dated as of April
      30, 2002, between the Corporation and JPMorgan Chase Bank, as trustee,
      as supplemented by a first supplemental indenture, dated as of December
      31, 2003, among the Corporation, RCCI and the 2002 30-Year Debenture
      Trustee, executed a counterparty agreement to the Restated
      Inter-Creditor Agreement, dated as of April 30, 2002, as required by
      section 3.5 of the Restated Inter-Creditor Agreement;

I.    Bank of Montreal ("BMO") as holder of a Senior Secured Bond issued to
      secure the obligations of the Corporation under certain present and future
      cross-currency interest rate exchange agreements and/or any other foreign
      exchange and/or interest hedging agreements, executed a counterparty
      agreement to the Restated Inter-Creditor Agreement, dated June 10, 2002,
      as required by section 3.5 of the Restated Inter-Creditor Agreement;

J.    JPMorgan Chase Bank, as trustee (the "2003 Note Trustee") for the
      holders of Senior (Secured) Second Priority Notes due 2013 issued by
      the Corporation pursuant to an indenture, dated as of June 19, 2003,
      between the Corporation and JPMorgan Chase Bank, as trustee, as
      supplemented by a first supplemental indenture, dated as of December
      31, 2003, among the Corporation, RCCI and the 2003 Note Trustee,
      executed a counterparty agreement to the Restated Inter-Creditor
      Agreement, dated as of June 19, 2003, as required by section 3.5 of the
      Restated Inter-Creditor Agreement;

K.    Citibank Canada ("Citibank") as holder of a Senior Secured Bond issued to
      secure the obligations of the Corporation under certain present and future
      cross-currency interest rate exchange agreements and/or any other foreign
      exchange and/or interest hedging agreements, executed a counterparty
      agreement to the Restated Inter-Creditor Agreement, dated as of June 23,
      2003, as required by section 3.5 of the Restated Inter-Creditor Agreement;
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L.    Pursuant to the First Supplemental Deed, RCCI became a co-obligor,
      jointly and severally liable, with the Corporation in respect of the
      Corporation's covenants and obligations in respect of the indentures
      described above and the securities issued thereunder, and in respect of
      the Deed of Trust and the bonds issued thereunder, and on December 31,
      2003 RCCI executed a counterparty agreement to the Restated
      Inter-Creditor Agreement in which RCCI agreed to be bound by the terms
      of the Restated Inter-Creditor Agreement on the same basis as, and
      jointly and severally with, the Corporation;

M.    The undersigned is a holder of a Senior Secured Bond (the "2004 Note Trust
      Bond") issued to secure the obligations of the Corporation under (i) an
      indenture (the "2004 Note Indenture"), of even date herewith, between the
      Corporation and JPMorgan Chase Bank, as trustee (the "2004 Note Trustee"),
      pursuant to which the Corporation intends to issue Senior (Secured) Second
      Priority Notes due 2014 (the "2004 Notes") and (ii) the 2004 Notes;

N.    As a condition of being issued the 2004 Note Trust Bond, the 2004 Note
      Trustee agreed to enter into a counterparty agreement to the Restated
      Inter-Creditor Agreement, as required by section 3.5 thereof; and

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

NOW THEREFORE:

            The undersigned, as trustee, agrees that, in respect of all amounts
owing on account of principal, interest, premium, fees or otherwise pursuant to
the 2004 Note Indenture and under the 2004 Notes (collectively, the "Debt") that
may be owing to such undersigned holder of the 2004 Note Trust Bond, the
undersigned, as trustee, is hereby bound by the terms of the Restated
Inter-Creditor Agreement on the same basis as the Tranche B Lenders, the 1992
Swap Bondholders, the 1994 Trustee, the 1995 Note Trustee, the 1995 Debenture
Trustee, the Canadian Trustee, the 2002 10-Year Note Trustee, the 2002 30-Year
Debenture Trustee, BMO, the 2003 Note Trustee and Citibank including, for
greater certainty and without limitation, the pari passu right to payment in
respect of the Debt pursuant to section 2.1 of the Restated Inter-Creditor
Agreement.




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            Executed by the undersigned as of the 11th day of March, 2004.


                                 JPMORGAN CHASE BANK, as trustee for the 2004
                                      Notes



                                 By: /s/ Rosa Ciaccia
                                     ---------------------------------
                                     Name:  Rosa Ciaccia
                                     Title: Trust Officer