THIS  INSTRUMENT is made by way of deed poll on the 21st day of September, 2000
by Microsoft Corporation, a company incorporated in Washington,  whose principal
place  of  business  is  at  One  Microsoft  Way,  Washington  98052  6399,  USA
("Microsoft").

By this deed poll,  Microsoft  declares as follows in respect of the revised new
relationship  agreement dated 3 March 2000 between  Microsoft (1), Liberty Media
International, Inc. (2), Liberty UK Holdings, Inc. (3), Liberty UK, Inc. (4) and
Telewest Communications plc ("Telewest") (5) (the "Agreement"):

That,  subject to the  provisos  set out below,  Microsoft  shall not, and shall
procure that the Microsoft Group shall not, at any time exercise any right under
clause 5 of the Agreement to withhold its consent:

     (i)  to any immaterial  acquisition within the scope of business carried on
          by the Telewest Group in accordance with clause 11 of the Agreement or
          to any immaterial  disposal for which,  in either case, its consent is
          required  under  clause  5.1.1 of the  Agreement  (and so that for the
          purposes of this deed an  acquisition  or disposal is to be treated as
          immaterial  where the fair value of the assets acquired or disposed of
          represents  20 per cent or less of the fair value of the total  assets
          of the  Telewest  Group  immediately  prior  to  such  acquisition  or
          disposal  with the said fair  values  being  determined  by  Microsoft
          following  the  definitions  provided by  paragraph 7 of  Statement of
          Financial  Accounting Standards No. 121, Accounting for the Impairment
          of Long-Lived  Assets and Long-Lived Assets to be Disposed of. For the
          avoidance of doubt,  the  Microsoft  Group shall  (subject only to the
          extent that it has expressly undertaken to surrender such rights under
          the foregoing  provisions of this paragraph (i)) retain its full right
          and  entitlement  to withhold  its consent  under  clause 5.1.1 at its
          absolute discretion; or

     (ii) to any matter for which its consent is required  under clause 5.1.2 of
          the Agreement;

PROVIDED THAT the  declarations and obligations of Microsoft set out above shall
terminate  and cease to have any effect in the event that  Microsoft  determines
that the exercise of the rights  which it is  surrendering  (or  procuring to be
surrendered)  under this deed would not require the equity  method of accounting
to be applied in relation to the  interests of the  Microsoft  Group in Telewest
under generally accepted  accounting  principles in the United States of America
and  Microsoft  notifies  Telewest  in  writing  of such  determination  and the
consequent termination of the said declarations and obligations.

In relation to the  provisions  of paragraph (i) above,  Microsoft  shall notify
Telewest  in writing of any  determination  of fair values that it makes for the
purposes thereof and, in the event that Telewest  notifies  Microsoft in writing
within five business days of the receipt of such  notification  that it disputes
the  determination  of such fair values (a "Dispute  Notice"),  Microsoft  shall
permit the matter to be referred for  determination to an independent  valuation
specialist  agreed on by Microsoft  and Telewest,  subject to Telewest  agreeing
that (a) such independent valuation specialist shall act as an expert and not as
an arbitrator,  (b) the decision of such  specialist  shall be final and binding
between  Microsoft  and  Telewest and (c) the fees of such  specialist  shall be
allocated  for payment  between  Microsoft and Telewest as such  specialist  may
determine to be fair.

The definitions  contained in the Agreement shall,  unless the context otherwise
requires,  bear the same  meanings in this deed poll.  The  provisions as to the
giving of notice in clause 23 of the Agreement shall apply as regards any notice
given by Microsoft and Telewest to each other under this instrument.



                                      -2-

This deed poll is intended to operate for the benefit of and be  enforceable  by
Telewest and is governed by and shall be construed  in  accordance  with English
law.

Executed as a deed by Microsoft on the date first stated above.

SIGNED as a deed and      )
DELIVERED by              )
Microsoft Corporation     )
acting by:                )


 /s/ Jean-Francois Heitz
 .................................
Duly authorised
Name: Jean Francois Heitz
Title: Deputy Chief Financial Officer