EXHIBIT 10.2

                            RETENTION AGREEMENT

         THIS RETENTION AGREEMENT dated as of March 15, 2002, is between
Cabletel Management, Inc. (the "Company") and Timothy A. Samples (the
"Executive").

                                WITNESSETH:

         WHEREAS, the Company provides management and consulting personnel
to Completel Europe N.V., a Netherlands public company (together with its
subsidiaries "Completel Europe");

         WHEREAS, the Company employs the Executive and has seconded him to
Completel Headquarters UK Limited to serve in the capacity of Managing
Director and Chief Executive Officer of Completel Europe;

         WHEREAS, the Company recognizes the competitive nature of the
market for executive talent;

         WHEREAS, Completel Europe is pursuing a number of alternatives,
including investments in Completel Europe by third parties and the
potential sale of Completel Europe and its subsidiaries or its operations
as an entirety, that may result in the restructuring of Completel Europe's
operations or capital structure (the "Restructuring"); and

         WHEREAS, Completel Europe has determined that appropriate steps
should be taken to encourage certain key executives to remain employed by
the Company by providing for certain benefits;

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree to the following:

         1. Retention Incentive. The Company shall pay to the Executive a
sum of $200,000.00 no later than ten (10) business days following the
achievement of "Success," if any; provided that the Executive remains
employed by the Company on the date of such achievement. Success is
achieved if and when, Completel Europe has obtained sufficient cash
resources to fully fund its business plan to cash flow breakeven.

         2. No Effect on Other Contractual Rights The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any
amounts otherwise payable, or in any way diminish the Executive's existing
rights (or rights which would accrue solely as a result of the passage of
time) under any employee benefit plan or employment agreement or other
contract, plan or arrangement, nor shall any amounts payable hereunder be
considered in determining the amount of benefits payable to the Executive
under any such plan, agreement or contract.

         3. Successors.

            (a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

            (b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns. (c) The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.

         4. Miscellaneous.

            (a) This Agreement and all matters and issues collateral
thereto shall be governed by the laws of the State of Colorado, United
States of America, subject to any United Kingdom labor law provisions that
may apply.

            The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.

            (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         If to the Executive:                        If to the Company:
         --------------------                        ------------------

         Timothy A. Samples                          Cabletel Management, Inc.
         10 Stratton Street                          6300 S. Syracuse Way
         London W1J 8LG                              Suite 320
         England                                     Englewood, Colorado
                                                     80111
                                                     USA

                                                     Attention: General Counsel

or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.

            (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

            (d) The Company may withhold from any amounts payable under
this Agreement such, National, Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

            (e) The Executive's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such
provision or any other provision thereof.

            (f) Words or terms used in this Agreement which connote the
masculine gender are deemed to apply equally to female executives. IN
WITNESS WHEREOF, the Executive has hereunto set his hand and the Company
has caused these presents to be executed in its name on its behalf, all as
of the day and year first above written.

EXECUTIVE                           CABLETEL MANAGEMENT, INC.


By: ______________________________  By: _____________________________