**Exhibit10.5**

**CONFORMEDCOPY**

VIRGIN ENTERPRISES

Virgin Media Limited

160 Great Portland Street

LondonW1W 5QA

Date:       8th February 2007

Dear Sirs

**TradeMark Licence between Virgin Enterprises Limited (“VEL”) and Virgin MediaLimited (formerly NTL Group Limited) dated 3 April 2006 (the “Virgin MediaLicence”)**

Whereas:

(A)          The Parties entered intothe Virgin Media Licence granting permission to use the Marks (as defined inthe Virgin Media Licence) as stated therein;

(B)           The parties wish toextend the aforementioned grant to the Licensee and members of the Virgin MediaGroup to use the name “Virgin Media Television” in connection with TVManagement Services on the terms as set out in this Amendment Letter 1;

(C)           The parties have alsoagreed that the Virgin Media Group’s business communications division may makesome incidental use of the Marks and the “virginmedia.co.uk” email addresses inrelation to the Virgin Media Group’s business division on the terms set out inthis Amendment Letter 1; and

(D)          By entering into thisAmendment Letter 1, VEL and the Licensee wish to amend the Virgin Media Licenceto reflect the above save that any changes or amendments made herein are notdesigned or intended to limit or restrict the rights already granted in theVirgin Media Licence.

**1.****             Definitions**

1.1           Capitalised words andphrases not defined in this letter of agreement (“Amendment Letter 1”) shallhave the same meaning as under the Virgin Media Licence.

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1.2           Further, thefollowing definitions shall have the following meaning:

“**Content Revenues**”means the amount of content revenue as reported in Virgin Media Inc.’s(formerly NTL Incorporated’s) statement of operations contained in itsQuarterly Report or its Annual Report, as appropriate;

“**IDS**” means Interactive Digital Sales Limited, a wholly-ownedsubsidiary of the Virgin Media Group;

“**LicensedContent Revenues**” is calculated as follows:

Content Revenues less (to theextent not already deducted in the calculation of Content Revenues):

(i)         valueadded tax, sales tax, excise duties and equivalent taxes and duties; and

(ii)        baddebt expense in accordance with Accounting Standards (save that such deductionshall not exceed 4% of Licensed Content Revenues); and

(iii)       revenuesaccruing from intra group cross-charges and cost-based recharges relating touse of facilities between the Virgin Media Group and any joint venture,undertaking or company, which is not a member of the Virgin Media Group, but inwhich any member of the Virgin Media Group has an interest (including theVirgin Media Group’s joint ventures with the British Broadcasting Corporationand BBC Worldwide Limited, commonly known as “UKTV”);

(iv)       revenuesaccruing to the Virgin Media Group from sales or activities within the VirginMedia Group (including intra-group revenues such as carriage fees fordistribution of TV Programme Services via the Virgin Media Group’sCommunications Services);

(v)        anyrevenue accruing to the Virgin Media Group from activities carried out otherthan pursuant to the Marks which have been included in Content Revenuesincluding revenues accruing to the following members or divisions of the VirginMedia Group: Sit-up, Minotaur International and IDS;

“**TV Management Services**” means services or activitiesrelating to the creation, acquisition, exploitation, sales, distribution andlicensing of any TV Programme Service of the Virgin Media Group or UKTV and/orthe TV programmes associated therewith, including advertising, sponsorship,merchandising and promotional activities in connection with these activities;and

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“**UKTV**”means the joint venture companies jointly owned by the Virgin Media Group, theBritish Broadcasting Corporation and BBC Worldwide Limited and established tocreate certain TV Programme Services.

1.3           In the VirginMedia Licence, all references to “NTL” shall be deemed to be replaced with “VirginMedia” and all references to the “NTL Group” shall be deemed to be replacedwith the “Virgin Media Group”.

**2.****            Content Rights**

Inconsideration of the additional royalties payable to VEL under the Virgin MediaLicence (as amended in accordance with the terms of this Amendment Letter 1),VEL and the Licensee agree to amend the Virgin Media Licence, with effect from8 February 2007, as follows:

2.1           Subject to clause2.4, VEL hereby grants to the Licensee and all members of the Virgin MediaGroup for the Term the right to use the Marks in the form of the name “VirginMedia Television” (or such other name as may be chosen pursuant to clause 2.2from time to time) in relation to TV Management Services on a worldwidenon-exclusive basis, save that this grant is exclusive in relation to this namein the Territory.

2.2           Schedule 2 Part Cof the Virgin Media Licence shall be amended to include the name “Virgin MediaTelevision”.  The parties acknowledgethat it is the current intention of the Virgin Media Group to use the name “VirginMedia Television” in relation to TV Management Services save that VEL agreesthat the Licensee can use any other namescomprising of “Virgin” (whether as a name or in the form of the VirginSignature) provided that such names are always used in conjunction with andalways in front of any word or words which is or are suitable to describe ordenote the TV Management Services, such additional word or words to be approvedby VEL in advance in writing (such approval not to be unreasonably withheld,conditioned or delayed).

2.3           Schedule 2 Part Dof the Virgin Media Licence shall be amended to include the following domainnames:
|   | virginmediatelevision.com,                                        |
|--------|-------------------------------------------------------------------|
|   | virginmediatelevision.co.uk,                                      |
|   | virginmediatelevision.net,                                        |
|   | virginmediatelevision.eu,                                         |
|   | virginmediatv.com,                                                |
|   | virginmediatv.co.uk,                                              |
|   | virginmediatv.net,                                                |
|   | virginmediatv.eu,                                                 |
|   | virginmedia.co.uk,                                                |
|   | virginmedia.net  (subject to this name being transferred to VEL), |

 

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|   | virginphone.co.uk,                                                          |
|--------|-----------------------------------------------------------------------------|
|   | virginmedia.mobi,                                                           |
|   | virginmedia.tv,                                                             |
|   |                                                                        |
|   | On a  non-exclusive basis outside the Territory the following domain names: |
|   |                                                                        |
|   | virgincommunications.com                                                    |
|   | virginphone.net                                                             |
|   | virginmobile.net                                                            |
|   | virgintv.mobi                                                               |
|   | virginbroadband.biz                                                         |
|   | virginmobile.biz                                                            |
|   | virginbroadband.org                                                         |
|   | virginphone.org                                                             |
|   | virginmobile.org                                                            |

 

and members of the Virgin Media Group shall bepermitted to use the Domain Names as amended accordingly in relation to TVManagement Services.  The Virgin MediaGroup shall procure that legal ownership of the domain namesvirginmediasales.com and virginmediasales.co.uk is transferred to VEL as soonas reasonably practicable.

2.4           The partiesacknowledge that the additional rights referred to in clause 2.1 above shall besubject to the following provisions:-

(a)           in respect of TVManagement Services, the rights granted hereunder do not extend to permit theuse of the Marks to brand a TV Programme Service or the actual TV programmesthemselves nor, in relation to UKTV, permission to rename the UKTV jointventure companies (save in each case as already permitted in the Virgin MediaLicence, as amended by this Amendment Letter 1) provided that the Marks may beused (including on end slates) to indicate that such TV Programme Serviceand/or TV programmes are created, acquired, exploited, sold, licensed ordistributed by “Virgin Media Television”. Nothing in this clause 2.4(a) is intended to prevent the Virgin MediaGroup using the name “Virgin Media” to advertise and promote the Virgin MediaGroup’s TV Programme Services to Customers or prospective Customers, which theparties agree is expressly permitted;

(b)           in respect of TVManagement Services, where the Licensee or a member of the Virgin Media Groupis using the Marks in relation to the creation, production or commissioning ofa TV programme outside of the Territory (including where the Licensee or amember of the Virgin Media Group is commissioning a third party to produce a TVprogramme on its behalf or co-producing a TV programme in association with anythird party located outside the Territory (e.g. joint funding of a TV programmewith a US production company or broadcaster)), the Licensee acknowledges that:(i)

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overall management and controlof the Licensee’s or the relevant member of the Virgin Media Group’s businessactivities shall remain in the Territory; and (ii) such TV programme isintended by the Licensee or relevant member of the Virgin Media Group forbroadcast to an audience in the Territory as part of the TV Programme Servicesof the Virgin Media Group.  The partiesagree that the foregoing shall not prevent the Licensee or any member of theVirgin Media Group from carrying out creation, production and commissioningactivities outside of the Territory and/or, in the case of co-productions, fromsuch TV programmes being broadcast outside the Territory by, on behalf of orunder licence from any co-producer provided that no such TV programme shall beeither broadcast or sold, distributed or marketed using the Marks outside theTerritory (other than use of the Marks in copyright notices and on end slatesto indicate that such TV programme is owned by and/or a production orco-production of the Licensee or relevant member of the Virgin Media Group);

(c)           it is agreed thatthe Virgin Media Group shall not be required to use the Marks in the form ofthe name “Virgin Media Television” in relation to TV Management Services untilthe Virgin Media Group at its discretion elects to do so;

(d)           for the avoidanceof doubt, all use or proposed use by the Virgin Media Group of the Marks underthe terms of this Amendment Letter 1 shall be in accordance with clause 5 ofthe Virgin Media Licence, save that the obligation in clause 5.8 to comply withthe Service Levels set out in Schedule 3 of the Virgin Media Licence shall belimited only to the obligations set out in paragraphs 1.1 and 1.2.

2.5           The Licensee may at anytime submit a proposal to extend the scope of the Virgin Media Licence in orderto permit the Licensee or a member of the Virgin Media Group to create, brand,sell and distribute a new TV Programme Service under the Marks (whether throughthe Communications Services or any other platform or distribution means notbranded with the Marks, whether provided by the Virgin Media Group or a thirdparty, including video on demand, mobile, broadband and interactiveservices).  VEL shall, acting in all goodfaith and in a timely manner, consider such proposal from the Licensee.   Subject to VEL’s approval of such proposaland agreement in writing by the parties of such amendments to the Virgin MediaLicence as are required to extend the Virgin Media Licence to cover suchapproved TV Programme Service, the parties will agree a royalty payable inrespect of such TV Programme Service that is no greater than 1% of the revenuesaccruing to the Virgin Media Group from such TV Programme Service (subject toany relevant deductions referred to in the definition of Licensed ContentRevenues).

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**3.****             Royalties**

3.1           Subject to clause 3.2,in consideration of the rights granted under clause 2, the Licensee shall payVEL a royalty the greater of:

(a)            one quarter of one percent (0.25%) of the Licensed Content Revenues; or

(b)           fifty thousand pounds(£50,000),

in respect of eachQuarter. In respect of any part of a Quarter in respect of which royalties arepayable pursuant to this Amendment Letter 1, such royalties shall be reducedpro rata in accordance with the number of days for which such royalties are duecompared with the number of days in the Quarter in question.  In the event that the parties agree to extendthe Virgin Media Licence to allow IDS to use the Marks in respect of itsbusiness (to the extent that such rights are not already granted pursuant tothe Virgin Media Licence), the minimum royalty payable pursuant to clause3.1(b), subject to agreement of such extension in writing, shall be increasedto sixty two thousand pounds (£62,500) per Quarter.

3.2           The royalties payablepursuant to clause 3.1 shall become payable from the earlier of 8 February 2007or the first external use of the Marks in the form of the name “Virgin MediaTelevision” as the case may be.

3.3           In the event that anymember or members of the Virgin Media Group carrying out TV Management Servicesunder the Marks ceases to be a part of the Virgin Media Group (“DepartingCompany” or “Departing Companies”), the provisions of clause 7.1(d) of the NTLLicence shall apply and, upon such cessation:

(a)            the royalty payableunder this Amendment Letter 1 in respect of the revenues accruing to thatDeparting Company or those Departing Companies shall cease to become payableor, if the Departing Company or those Departing Companies carry on all of theVirgin Media Group’s TV Management Services then no royalties shall be payableunder this clause 3 upon such cessation; and

(b)           the minimum royaltypayable under clause 3.1(b) shall be reduced proportionately to reflect thereduction in revenues attributable to that Departing Company or those DepartingCompanies or, if the Departing Company or those Departing Companies carry onall of the Virgin Media Group’s TV Management Services then no minimum royaltyshall be payable under this clause 3 upon such cessation.

3.4           A worked example ofroyalty calculations as applied to the financial year ending 2006 forillustrative purposes are set out in the attached Schedule.

3.5           The provisions ofclauses 4.2 to 4.11 and 4.14 of the Virgin Media Licence shall be deemed toapply, *mutatis mutandis*, to the royaltiespayable under this Amendment Letter 1.

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3.6           Sub-section (c) in thedefinition of “Licensed Revenues” shall be amended as follows in order to avoidany double counting of revenues:

“(c)          any other revenuesaccruing to the Virgin Media Group from activities carried out pursuant to theMarks which have not been included in Consumer Revenues (but excluding LicensedContent Revenues);”

**4.****            Business Division –Incidental Rights and use of “virginmedia.co.uk” email addresses**

4.1           In relation to theVirgin Media Group’s business communications division (which providesCommunications Services, Communications Networks, equipment and relatedservices to business customers) (the “Business Division”), Virgin Media Groupshall be permitted to make non-material incidental use of the Marks and shallbe entitled to use “virginmedia.co.uk”email addresses for a period of 12 months from 8 February 2007 (to theextent that the Business Division remains a member of the Virgin MediaGroup).  In consideration of theforegoing the Licensee shall pay VEL one hundred thousand pounds (£100,000)payable in four equal installments at the end of each Quarter following thedate hereof.   VEL shall agree upon therequest of the Licensee, acting reasonably and in good faith, to extend suchuse for a further period of up to six (6) months on the expiry of the initialperiod.  The Licensee shall pay VEL up tofifty thousand pounds (£50,000) in respect of any such further use to be paidpro rata in the event that such use ceases before the expiry of such six (6)month period.

**5.****            Virgin Central**

5.1**          **With effect from 8 February 2007, Schedule2 Part C of the Virgin Media Licence shall be amended to include the name “VirginCentral” and the Licensee’s rights to use the name “Virgin Central” shall beexclusive in the Territory.

**6****             Miscellaneous Provisions**

6.1           The parties acknowledgethat pursuant to the rights under the Virgin Media Licence various corporateand central functions (such as human resources, procurement, legal, accounts,corporate filings), operational and network services, staff education andtraining, and fulfilment functions of the Virgin Media Group will be re-brandedand will operate under the Marks. The partiesacknowledge that in addition to servicing those aspects of the business whichhave been re-branded under the Marks, such functions will also service thoseaspects of the Virgin Media Group’s business that may not be re-branded withthe Marks (whether such re-branding is permitted under the Virgin Media Licenceor not and/or whether or not the Virgin Media Group has exercised its rights tore-brand where such re-branding is permitted under the Virgin MediaLicence).  VEL acknowledges that theoffer, provision or operation of such functions and services by the VirginMedia Group under the Marks is permitted and will not amount to a breach of theVirgin Media Licence, provided that the Licensee agrees that:

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(a)           followingexpiry of the period referred to in clause 4, and in consideration of theLicensee making a payment of twenty five thousand pounds (£25,000) to VEL inrespect of each Quarter payable from the end of the period referred to inclause 4.1 (and as adjusted every third anniversary of this date to take intoaccount inflation as measured by the RPI):

(i)            in relation tocustomers of the Business Division only, the Virgin Media Group shall not bepermitted to make any further use of the Marks, provided that the Virgin MediaGroup may make incidental use of the name “Virgin Media” for the fulfilment ofinstallation, maintenance and network support of any part of the Virgin MediaGroup’s Communications Networks (the “Network Services”) utilized by customersof the Business Division where such Network Services must be fulfilled by anon-Business Division section of the Virgin Media Group under the Marks byvirtue of the fact that the relevant part of the Communications Networks isowned and/or operated by a non-Business Division section of the Virgin MediaGroup for as long as such Communications Networks form part of or are requiredby the Business Division (irrespective of whether or not the Business Divisionremains a member of the Virgin Media Group);

(ii)           for the avoidance ofdoubt, no use of the Marks in relation to the marketing, sale or promotion ofany equipment or services forming part of the Business Division shall be permitted.

(b)           such Marks shall be used in a manner which is inaccordance with honest commercial practices and does not without due cause takeunfair advantage thereof or could reasonably be considered to result inconsumer confusion; and

(c)           in relation to those parts of the business that arenot re-branded with the Marks, the Licensee will not create theimpression that such activities are branded with the Marks.

6.2           For the avoidanceof doubt, following the renaming of the Licensee as “Virgin Media” under and inaccordance with the terms of the Virgin Media Licence, any company which ispart of the Virgin Media Group and which undertakes any activities which maynot be branded with the Marks under and in accordance with the terms of theVirgin Media Licence shall be permitted to identify itself as a member of the “VirginMedia Group” provided that no such member shall use the Marks in a manner which is not inaccordance with honest commercial practices and does not without duecause take unfair advantage of the Marks. Examples of permitted use include “A Virgin Media Company” or “Part ofthe Virgin Media Group” or “[company name], Part of the Virgin Media Group” or “[companyname], a Virgin Media Company”.

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6.3           This AmendmentLetter 1 constitutes an amendment of the Virgin Media Licence under and inaccordance with the terms of Clause 14.2 of the NTL Licence.  All other terms of the Virgin Media Licenceremain unchanged and shall apply in respect of the rights granted under thisAmendment Letter 1.  The activitieslicensed pursuant to this Amendment Letter 1 shall be deemed to be “LicensedActivities” pursuant to the Virgin Media Licence.

6.4           This AmendmentLetter 1 shall be governed by and construed in accordance with English law.Subject to clause 14.6 of the Virgin Media Licence each of the partiesirrevocably submits to the exclusive jurisdiction of the Courts of England.

Please confirmyour acceptance of the terms of this Amendment Letter 1 by signing whereindicated below.
| /s/GORDON MCCALLUM              |   |
|---------------------------------|--------|
|                            |
| for and on  behalf of           |
| **Virgin  Enterprises Limited** |
| ** **                      |
| ** **                      |
| /s/ROBERT  MACKENZIE            |   |
|                            |
| for and on  behalf of           |
| **Virgin  Media Limited**       |

 

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