Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS
AGREEMENT (the "Agreement") is made as of September 18, 2007 by and between Virgin Media Inc., a Delaware corporation
(the "Company"), and Mark Schweitzer (the "Executive").

WHEREAS,
the Company wishes to employ the Executive as Chief Commercial Officer reporting directly to the Chief Operating Officer or Chief Executive Officer, effective as of
October 1, 2007 (the "Effective Date"), and

WHEREAS,
the Executive wishes to accept such employment and to render services to the Company on the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:

| | (a) | The term of the Executive's employment pursuant to this Agreement (the "Employment Term") shall commence as of the Effective Date and shall end on September 30, 2010,
unless the Employment Term terminates earlier pursuant toSection 6of this Agreement. The Employment Term may be extended by mutual agreement of the Company and the Executive, such agreement to be
reached by thirty days prior to the expiration date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Title; Duties. During the Employment Term, the Executive shall serve as Chief Commercial Officer reporting directly to the Chief Operating Officer or Chief Executive Officer, and shall
perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Operating Officer or Chief Executive Officer and normal and customary for this position. During the Employment Term, the Executive shall be
based in the United Kingdom, but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive's duties hereunder. During the Employment Term, the Executive will not, without the prior written approval of the Chief Executive
Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive's duties hereunder or which is in violation of written policies established from time to time by the Company.
Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (i) serving, with the prior approval of the Chief Executive Officer of the Company, as a
director, trustee or member of a committee of any not-for-profit organization; (ii) serving on the board of directors of no more than one for-profit company, subject, however, to the Executive giving prior notification to the Chief Executive
Officer of the Company and obtaining the consent of the Chief Executive Officer of the Company as to the identity of the company; (iii) engaging in charitable and community activities; and (iv) managing personal and family investments and
affairs, so long as any activities of the Executive which are within the scope of clauses (i) to (iv) of thisSection 2(b)do not interfere in any material respect with the performance of
the Executive's duties hereunder. The Executive shall inform the General Counsel of the Company about any such activities.

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|                     |  |                                                                                                             
|-------------------- |  | ------------------------------------------------------------------------------------------------------------
|If to the Company:   |  | 909 Third Avenue, Suite 2863
New York, NY 10022
United States
Attention: General Counsel
Fax: (212) 906-8497
|If to the Executive: |  | Mark Schweitzer
[Intentionally omitted]                                                                     
|                     |  | With a copy to the Executive's address on file with the Company's payroll department.                       



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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed, and the Executive has executed this Agreement as of the day and year first above written, in each case effective
as of the Effective Date.

| |  | VIRGIN MEDIA INC.
| |  | -----------------
| |  | By:              

| |  |               |                                  
| |  | ------------- | ---------------------------------
| |  | THE EXECUTIVE
| |  |               | /s/MARK SCHWEITZERMark Schweitzer

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Appendix A

Virgin Media Inc. Equity-Based Compensation



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Appendix BEmployment Benefits

Executive Benefit Plans, Programs, Policies and Arrangements Applicable to Executive

Private Healthcare

The Executive is entitled to become a member of the Cigna International private medical and dental expenses insurance scheme providing such cover for the
Executive and his fiancée/spouse/partner and children (as defined in the rules of the scheme) as the Company may from time to time notify to the Executive. This benefit will be subject
to deduction of tax in line with UK taxation requirements.

Insurance Schemes

The Executive is entitled to become a member of the life assurance and sickness and disability insurance scheme (as defined in the rules of the schemes) providing
such cover for the Executive as the Company may from time to time notify to him as follows:

Cigna
Internationallife cover and accidental disability and dismemberment.

Unum
Providentlong-term disability cover.

Pension

The Executive is entitled to become a member of the US 401(k) Plan subject to its terms and US tax regulations, as amended from time to time. The Company shall
deduct from the Executive's salary any contributions payable by him from time to time to the Plan provider. The Company will make matching contributions to the 401(k) Plan in accordance with the terms
of the Plan.

Exchange Rate

All payments and allowances to the Executive shall be in UK sterling;providedthat, in accordance with the
Company Policy, the Executive may elect, prior to receiving any such payments, (i) to have a percentage of his cash bonus payment paid in U.S. dollars and (ii) to receive any severance
payment to have it paid in U.S. dollars, subject in all cases to the Company Exchange Rate Policy in effect from time to time. In order for the Company to make any deductions from the Executive's
salary, which are denominated in US dollars and to make any payments into his US Bank account, the Company will be entitled to convert the relevant payments to the Executive to and from US dollars and
UK sterling based on the Company's Exchange Rate Policy.

Tax Assistance

The Executive will be entitled to use (reasonably) the Company's tax advisors (at the Company's discretion) to assist in the preparation of his US and UK income
tax returns, in accordance with the Company's policy.

Housing Assistance

The Executive will be entitled to reside in a property leased by the Company, in a premium lease, at a rate of no greater than the equivalent of
£7,000 p.c.m. (London Apartment) or £7,500 p.c.m. (Suburban Home) commencing as soon as reasonably practicable after the Effective Date.

Other Expenses

The Executive shall be entitled to:



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Appendix B-1Expatriate Expenses

Draft Virgin Media: Assignment Compensation Summary Sheet

|Personal/Assignment Information         
|----------------------------------------
|Assignee Name:                          
|Assignee's Home Address                 
|Home Country:                           
|Length of Assignment:                   
|Commencement date                       
|End date                                
|Annual Leave Entitlement:               
|Accompanied Assignment:                 
|                                        
|Assignment Remuneration Details         
|Assignment Base Salary (Gross):         
|Tax Equalised:                          
|Home for Tax Equalisation Purposes:     
|                                        
|Tax Services                            
|Pre-Assignment VisitHotel Accommodation
|Pre-Assignment VisitDaily Per Diem     
|Relocation Allowance                    
|Temporary Accommodation                 
|                                        

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|Assignment Remuneration Details |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                      
|------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------
|Housing                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                    
|Furniture Hire                  |  | X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | As per Company policy
|Company Car Cash Allowance      |  | X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | £12,500 per annum    
|Home Leave                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | X                    
|Other Details                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                      
|LTIP                            |  | Participation in the 2008-2010 LTIP (if any). Likely structure is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                |  | Restricted stock:grant of restricted stock units will vest with an aggregate value (based on the fair market value of our common stock as of the grant date) up to 100% of your current annual
base salary if performance goals are achieved and you are continuously employed by the company at the payment date. You will receive (at the Compensation Committee's discretion) either shares of common stock or cash equal to the fair market value of
shares of common stock, in accordance with the performance goals that apply to the award.                                                                                                                               
|                                |  | Share Options:A grant of stock options may be made to you where the number of options granted is based on a value of underlying shares that, on the grant date, is approximately equal in value
to 50% of your current annual base salary. To determine this value, we use an option pricing model, known as Black-Scholes, which simply expressed is a commonly accepted formula for valuing stock awards taking into account various factors including
volatility of stock over a given period of time and assumptions regarding exercise periods. The options will vest, subject to continued employment with the company, in tranches of 20% on the 1st January of each year.
|Bonus                           |  | 75% OTE (0-75-150%)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                      
|Pension                         |  | As per Company policy as in effect from time to time (Company payment to US Virgin Media Inc. 401(k) plan of 2/3rds of Executive's actual contribution to a maximum of 6% of base salary).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Social Security                 |  | Home                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                      
|Healthcare                      |  | Cigna International Plan for self and spouse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Disability Insurance            |  | UNUM Group Plan (for self)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Vision Plan                     |  | As per Company policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                      

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NOTE: THIS DOCUMENT ONLY PROVIDES A SUMMARY, REFERENCE MUST BE MADE TO THE VIRGIN MEDIA EXPATRIATE POLICY (AS IN EFFECT FROM TIME TO TIME) AND THE VIRGIN MEDIA TAX EQUALISATION
POLICY (AS IN EFFECT FROM TIME TO TIME) FOR CONDITIONS ATTACHING TO ALL ITEMS DESCRIBED ABOVE

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Appendix B-2Tax Equalisation Policy

[Intentionally omitted]

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Appendix C

Release Agreement

WHEREAS, Mark Schweitzer (the "Executive") was employed by Virgin Media Inc. (the
"Company") as its Chief Commercial Officer pursuant to an Employment Agreement, dated September           , 2007 (the
"Employment Agreement");

NOW,
THEREFORE, in consideration of the following payments and benefits:


[list benefits] (collectively the "Payments and Benefits"),

and
the mutual release set forth herein, the Executive voluntarily, knowingly and willingly accepts the Payments and Benefits under this Release Agreement in full and final settlement of any claims
which the Executive has brought or could bring against the Company in relation to the Executive's employment or the termination of that employment and agrees to the terms of this Release Agreement.

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IN
WITNESS WHEREOF, the parties have executed this Release Agreement as of [insert date].

|                   |  | VIRGIN MEDIA INC.
|------------------ |  | -----------------
|/s/Mark Schweitzer |  | /s/Name:         
|                   |  |                  
|Date:              |  | Title:           

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Appendix 1

Independent Adviser's Certificate

I, [            ], certify that Mark Schweitzer ("the Executive") has received
independent legal advice from me as to the terms and effect of this Release Agreement under the laws of the United Kingdom in accordance with the provisions of the Employments Rights Act 1996, the Sex
Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Working Time Regulations 1998, the Employment Equality (Age) Regulations 2006 and the National Minimum
Wage Act 1998.

I
also warrant and confirm that I am a solicitor of the Supreme Court of England and Wales, and hold a current practicing certificate. My firm, [    ],
is covered by a policy of insurance, or an indemnity provided for members of a profession or professional body, which covers the risk of any claim by the Executive in respect of any loss arising in
consequence of such advice that I have given to him in connection with the terms of this agreement.

Signed:

Date:

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