EMPLOYMENT AGREEMENT



     This Employment Agreement (this "Agreement"), dated as of February 26,

2001, is entered into by and between CABLETEL MANAGEMENT, Inc., a Colorado

corporation with its principal offices located at 6300 S. Syracuse Way, Suite

355, Englewood, Colorado 80111 ("Company"), and TIMOTHY A. SAMPLES, a U.S.

citizen and resident of the United Kingdom ("Executive").



                                    RECITALS



     A.     The Company provides management and consulting personnel to

CompleTel Europe N.V., a Netherlands public company (together with its

subsidiaries "CompleTel Europe").



     B.     The Company wishes to employ Executive and Executive wishes to be

employed by the Company, to be seconded to CompleTel Europe its subsidiary,

CompleTel Headquarters UK Limited or another of CompleTel Europe N.V.'s

subsidiaries as may be decided from time to time to serve in the capacity of

Managing Director and Chief Executive Officer, under the terms and conditions

contained herein.



                                    AGREEMENT



     In consideration of the rights and obligations created hereunder, the

parties agree as follows:



     1.     POSITIONS AND DUTIES.



            (a)  DUTIES. Executive's employment will begin March 1, 2001 (the

"Effective Date") and will continue until terminated as specified in Section

4 (the "Term"). During the Term, Executive shall be seconded initially to

CompleTel Headquarters UK Limited or to another company in the CompleTel

group, as may be decided from time to time, pursuant to the terms of a

Secondment Agreement, of even date herewith, to serve as its Chief Executive

Officer (the "Secondment"). At the next annual meeting of CompleTel Europe's

shareholders, Executive will be nominated to serve as a Managing Director of

CompleTel Europe. In his capacity as Managing Director and Chief Executive

Officer of CompleTel Europe and CompleTel Headquarters UK Limited,

(hereinafter sometimes collectively referred to as "CompleTel") Executive

shall have the duties, responsibilities and authority as are customarily

required of and given to a managing director and chief executive officer and

shall have such other duties and responsibilities commensurate with his

position as the Supervisory Board of CompleTel Europe (the "Supervisory

Board") shall establish. Executive shall perform his duties and

responsibilities at CompleTel Europe's offices in Western Europe. For

purposes of this Agreement, the term "employment" shall include Executive's

services during the Term to the Company or to CompleTel in any capacity.



{PAGE}



            (b)  REPORTING. Executive shall report to the Supervisory Board,

initially through its vice chairman, and shall perform his duties subject to

the overall policies and directions of the Supervisory Board. The Supervisory

Board, however, may elect to establish other reporting relationships in its

discretion. Executive shall devote substantially his full business time,

energy, and ability to the business of CompleTel. Executive will comply with

any time-recording and record-keeping obligations as the Company may

implement from time to time.



            (c)  OTHER ACTIVITIES. Executive may (i) with the prior express

authorization of the Supervisory Board, serve as a director or trustee of

other for-profit corporations or businesses that do not compete with the

present or future business of the Company or CompleTel, PROVIDED that, if the

Company or the Supervisory Board determines that a directorship is with a

competitive entity, it shall notify Executive in writing and Executive shall

have a reasonable period of time to resign such directorship, (ii) serve on

civic or charitable boards or committees, (iii) deliver lectures and fulfill

speaking engagements (and retain any fees therefrom), and (iv) manage

personal investments; PROVIDED, HOWEVER, that Executive may not engage in any

of the activities described in this Paragraph 1(c) to the extent such

activities interfere with the performance of Executive's duties under this

Agreement.



     2.     COMPENSATION; BONUS; BENEFITS.



            (a)  SALARY. For all services provided by Executive hereunder,

Executive shall receive during the Term a base annual salary of $400,000.00,

payable semimonthly in arrears. The base annual salary shall be reviewed by

the Supervisory Board as of each anniversary of the Effective Date and may be

increased upon the written recommendation of the Supervisory Board with the

Company's approval, which approval will not unreasonably be withheld. The

base salary as so increased may not be decreased.



            (b)  BONUSES. At each anniversary of the Effective Date, for all

services provided hereunder, Executive shall be eligible to receive a target

bonus as approved by the Supervisory Board, subject to Executive having met

performance targets established by the Supervisory Board of up to 50% of his

base annual salary. Said bonus may be increased up to an amount equal to 200%

of his base annual salary for outstanding performance upon the written

recommendation of the Supervisory Board with the Company's approval, which

approval will not unreasonably be withheld. The 50% bonus set forth

hereinabove is guaranteed to be paid by the Company to the Executive on the

first anniversary date if Executive is still employed by the Company,

seconded to CompleTel and serving as CompleTel Europe's Managing Director and

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