EMPLOYMENT AGREEMENT

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:

1.

Effectiveness . This Agreement shall be effective as of the Effective Date.

2.

Employment Term .

3.

Monetary Remuneration .

(a)

Salary . During the Employment Term, in consideration of the performance by the Executive of the Executive's obligations hereunder to the Company and its parents, subsidiaries, affiliates and joint ventures (collectively, the " Company Affiliated Group ") in any capacity (including any

• • services as an officer, director, employee, member of any Board committee or management committee or otherwise), the Company shall pay to the Executive an annual salary of £330,000 from the Effective Date until the expiration (the " Base Salary "). The Base Salary shall be payable in accordance with the normal payroll practices of the Company in effect from time to time for senior management generally; provided, that the Executive may elect to receive all or any portion of the Base Salary in U.S. dollars, subject to the Company's Exchange Rate Policy in effect from time to time. If the Executive provides services to members of the Company Affiliated Group other than the Company, no additional compensation shall be paid by any such member to the Executive, and any compensation for such services (if any) shall be paid to the Company.

  (b)

  Annual Cash Bonus/Other.
  
  

  (i)

  During each fiscal year of the Company that the Employment Term is in effect, the Executive shall be eligible to earn a cash bonus in the sole discretion of the Board pursuant to the terms of the Company's Executive Bonus Scheme in the expected range of 0% to 150% (75% on-target), prorated for any partial calendar year (the " Annual Cash Bonus "). The Executive shall be entitled to participate in the Company's 2008/2010 Long Term Incentive Plan (LTIP), as may be amended from time to time. The LTIP is a discretionary Company scheme. The Executive may elect to receive all or any portion of the cash bonus or cash LTIP payment, if any, in U.S. dollars, subject to the Company's Exchange Rate Policy in effect from time to time.
  
  

  (ii)

  During the Employment Term, the Executive shall be eligible to receive options to purchase common stock of the Company in addition to the options described in Appendix A at such exercise prices, schedules as to exercisability and other terms and conditions as may be determined in the sole discretion of the Board or its Compensation Committee under the Virgin Media Inc. 2006 Stock Incentive Plan.
  
  

4.

Benefits .

(a)

General . During the Employment Term, the Executive shall be entitled to participate in those employee benefit plans, programs, policies and arrangements (including fringe benefit and executive perquisite programs and policies) set forth on Appendix B in accordance with the terms thereof as they may be in effect from time to time.

(b)

Reimbursement of Expenses . During the Employment Term, the Company shall reimburse the Executive for all reasonable business expenses incurred by the Executive in carrying out the Executive's duties, services and responsibilities under this Agreement, so long as the Executive complies with the general procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses applicable to senior management generally.

5.

Annual Leave . For each whole and partial calendar year during the Employment Term, the Executive shall be entitled to 28 days of paid vacation (prorated from the Effective Date and for any partial calendar year), to be credited and taken in accordance with the Company's policy as in effect from time to time.

6.

Termination .

(a)

Termination of Employment. The Company may terminate the employment of the Executive in a Termination Without Cause upon 30 days' written notice to the Executive. The Company may (at its discretion) at any time following the giving of such notice (but not exceeding the length of the notice given) cease to provide work for the Executive in which event during such notice period the other provisions of this Agreement shall continue to have full force and effect but the Executive shall not be entitled to access to any premises of the Company or any member of the Company Affiliated Group. In addition, the employment of the Executive shall automatically terminate as of the date on which the Executive dies or is Disabled. For the purposes of this Agreement, the Executive shall be "Disabled" as of any date if, as of such date, the Executive has been unable, due to physical or mental incapacity, to substantially

• • perform the Executive's duties, services and responsibilities hereunder either for a period of at least 180 consecutive days or for at least 270 days in any consecutive 365-day period, whichever may be applicable. Upon termination of the Executive's employment during the Employment Term because the Executive dies or is Disabled, the Company shall cause the Executive (or the Executive's estate, if applicable) to be provided with death or disability benefits (as applicable) pursuant to the plans, programs, policies and arrangements of the Company Affiliated Group as are then in effect with respect to senior managers. In addition, upon any termination of the Executive's employment under Sections 6(a), (b) and (c) during the Employment Term, the Company shall cause the Executive to be paid any earned but unpaid portion of the Base Salary and consistent with the Company's bonus policy then in effect, annual cash bonus, if any. (The Company's bonus policy may affect the timing of any payment, the proration factor and may provide for non payment of the bonus). Immediately following termination of the Executive's employment for any reason, the Employment Term shall terminate.

  (b)

  Termination Without Cause; Constructive Termination Without Cause. Upon a Termination Without Cause or a Constructive Termination Without Cause, the Company shall, as soon as practicable following the Executive's execution and delivery to the Company of the general release of claims set forth in Section 6(f) and, following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the Severance Amount. The term " Severance Amount " means an amount equal to:
  
  

  (i)

  for the period from the Effective Date to and including March 31, 2008, one-half of Base Salary;
  
  

  (ii)

  for the period from April 1, 2008 to and including September 30, 2008, one times Base Salary; and
  
  

  (iii)

  for the period from October 1, 2008 and thereafter, two times Base Salary.

• • provided that in the event the Termination Without Cause or Constructive Termination Without Cause occurs within three months after the occurrence of a Change of Control, then the Severance Amount shall be two times Base Salary. The term "Change of Control means an "Acceleration Event" under the Company's 2006 Stock Incentive Plan, as amended from time to time.

  (c)

  Termination upon Non-Renewal of the Employment Term. Unless the parties hereto agree otherwise, the Employment Term and the Executive's employment with the Company shall end on the expiration date. In connection with such termination of employment, the Company shall, as soon as practicable following the Executive's execution and delivery to the Company of the general release set forth in Section 6(f) and following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the product of the Base Salary times one-half ( ¹ / 2 ). In the event that the Executive has not obtained subsequent employment (as a common-law employee, as an independent contractor or in any other capacity) by the end of the six-month period following the date of termination pursuant to this Section 6(c) , then, during each of the six calendar months after such six-month period, the Company shall cause the Executive to be paid additional severance pay equal to one-twelfth of the Base Salary; provided, that the right to additional severance pay pursuant to this sentence shall terminate as to any unpaid portion of such severance pay when the Executive first obtains any such subsequent employment. Upon a termination of the Executive's employment during the Employment Term by the Company for Cause, or upon termination by the Executive with 30 days' written notice given to the Company (other than a Constructive Termination Without Cause), the Executive shall be entitled to earned but unpaid Base Salary and benefits through the date of termination, and the Executive shall not be entitled to any other payments or benefits.

• (d)

  Upon any termination of the Executive's employment during the Employment Term other than by the Company for Cause, the Executive and his family shall be entitled to continued medical benefits under (and in accordance with the terms of) the Company's benefit plans for one year from the date of termination, less any applicable tax or national contributions.

• • The severance payments described above shall be in lieu and inclusive of any salary and other benefits which would be payable to the Executive in respect of any statutory notice period in the UK.

    For purposes of this Agreement:

    (i)

    A " Constructive Termination Without Cause " means a termination of the Executive's employment during the Employment Term by the Executive following the occurrence of any of the following events without the Executive's prior consent: (A) any material adverse diminution in the Executive's responsibilities or authorities; or (B) assignment to the Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities generally relevant or associated with his position. The Executive shall give the Company 10 days' notice of the Executive's intention to terminate the Executive's employment and claim that a Constructive Termination Without Cause (as defined in (A) or (B) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail. The Company shall have 10 days thereafter to cure such facts and circumstances if possible.
    
    

    (ii)

    A " Termination Without Cause " means a termination of the Executive's employment during the Employment Term by the Company other than for Cause.
    
    

    (iii)

    " Cause " means (x) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or to any crime involving fraud, embezzlement or breach of trust; (y) the willful or continued failure of the Executive to perform the Executive's duties hereunder (other than as a result of physical or mental illness); or (z) in carrying out the Executive's duties hereunder, the Executive has engaged in conduct that constitutes gross neglect or willful misconduct, unless the Executive believed in good faith that such conduct was in, or not opposed to, the best interests of the Company and each member of the Company Affiliated Group. The Company shall give the Executive 10 days' notice of the Company's intention to terminate the Executive's employment and claim that facts and circumstances constituting Cause exist, and such notice shall describe the facts and circumstances in support of such claim. The Executive shall have 10 days thereafter to cure such facts and circumstances if possible. If the Chief Executive Officer reasonably concludes that the Executive has not cured such facts or circumstances within such time, Cause shall not be deemed to have been established unless and until the Executive has received a hearing before the Chief Executive Officer (if promptly requested by the Executive) and the Chief Executive Officer within 10 days of the date of such hearing (if so requested) reasonably confirms the existence of Cause and the termination of the Executive therefore.
    
    

  (e)

  Effect of Section 409A of the Internal Revenue Code. If the Executive is a "specified employee" on the date of termination of the Executive's employment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations there under, notwithstanding any provision of the Agreement relating to the timing of payments to the Executive hereunder, if Section 409A would cause the imposition of the additional tax under Section 409A if paid as provided in Section 6 of the Agreement, then as much of the severance payment as may be paid without the imposition of the additional tax shall be paid in a lump sum as aforesaid, and any remaining portion of the severance payment shall be paid upon the day following the six-month anniversary of the date of termination. For purposes of this Agreement, " Specified Employee " shall mean a "specified employee" within the meaning of Code section 409A(a)(2)(B)(i), as determined by the Company's Compensation Committee.

• (f)

  Release; Full Satisfaction . Notwithstanding any other provision of this Agreement, no notice or severance pay shall become payable under this Agreement unless and until the Executive executes a general release of claims in form and manner reasonably satisfactory to the Company and substantially similar to Appendix C , and such release has become irrevocable (it being the intention of the parties that the Executive provide the Company with a complete release of any and all claims as a condition to the receipt of the severance pay under this Agreement); provided , that the Executive shall not be required to release any indemnification rights, continuing rights to benefits under the Company's employee benefit plans, or rights to future payments or benefits under this Agreement. The payment of severance pay to be provided to the Executive pursuant to this Section upon termination of the Executive's employment shall constitute the exclusive payment in the nature of severance or termination pay or salary continuation which shall be due to the Executive upon a termination of employment and shall be in lieu of any other such payments under any plan, program, policy or other arrangement which has heretofore been or shall hereafter be established by any member of the Company Affiliated Group and shall be in respect of any such claims or payments due or arising from any benefits, rights or entitlements in any jurisdiction.
  
  

  (g)

  Resignation. Upon termination of the Executive's employment for any reason, the Executive shall be deemed to have resigned from all positions with any member of the Company Affiliated Group, as applicable.
  
  

  (h)

  Cooperation Following Termination . Following termination of the Executive's employment for any reason, the Executive agrees to reasonably cooperate with the Company upon the reasonable request of the Chief Executive Officer or Chief Financial Officer of the Company and to be reasonably available to the Company with respect to matters arising out of the Executive's services to any member of the Company Affiliated Group. The Company shall reimburse or, at the Executive's request, advance the Executive for expenses reasonably incurred in connection with such matters.
  
  

7.

Executive's Representation . The Executive represents to the Company that the Executive's execution and performance of this Agreement does not violate any agreement or obligation (whether or not written) that the Executive has with or to any person or entity including any prior employer.

8.

Executive's Covenants .

(a)

Confidentiality . The Executive agrees and understands that the Executive has been, and in the Executive's position with the Company the Executive will be, exposed to and receive information relating to the confidential affairs of the Company Affiliated Group, including without limitation technical information, business and marketing plans, strategies, customer (or potential customer) information, other information concerning the products, promotions, development, financing, pricing, technology, inventions, expansion plans, business policies and practices of the Company Affiliated Group, whether or not reduced to tangible form, and other forms of information considered by the Company Affiliated Group to be confidential and in the nature of trade secrets. The Executive will not knowingly disclose such information, either directly or indirectly, to any person or entity outside the Company Affiliated Group without the prior written consent of the Company; provided , however, that (i) the Executive shall have no obligation under this Section 8(a) with respect to any information that is or becomes publicly known other than as a result of the Executive's breach of the Executive's obligations hereunder and (ii) the Executive may (x) disclose such information to the extent he determines that so doing is reasonable or appropriate in the performance of the Executive's duties or, (y) after giving prior notice to the Company to the extent practicable, under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or by judicial or regulatory process. The Executive shall comply with the Company's data protection policies. Upon termination of the Executive's employment, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document

• • which has been produced by, received by or otherwise submitted to the Executive in the course of or otherwise in connection with the Executive's services to the Company Affiliated Group during or prior to the Employment Term.

  (b)

  Non-Competition and Non-Solicitation . During the period commencing upon the Effective Date and ending on the eighteen month anniversary of the termination of the Executive's employment with the Company, the Executive shall not, as an employee, employer, stockholder, officer, director, partner, colleague, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Executive's services to the Company Affiliated Group), directly or indirectly:
  
  

  (i)

  perform services for, or otherwise have any involvement with, a busine