CONTRIBUTION AND RESTRICTION AGREEMENT



      THIS CONTRIBUTION AND RESTRICTION AGREEMENT (this "AGREEMENT") is entered

into as of this ____ day of November, 2000, by and among CompleTel Europe N.V.,

a public corporation incorporated under the laws of the Netherlands ("EUROPE

NV"), CompleTel LLC, a Delaware, USA limited liability company ("LLC"), and

the executive officer identified in Schedule A hereto ("YOU").



                                    RECITALS



        A.      You hold the number of vested time-vesting membership units of

LLC ("VESTED UNITS") and the number of unvested time-vesting membership units of

LLC ("UN-TIME-VESTED UNITS" and, together with the Vested Units, "UNITS") shown

on EXHIBIT A.



        B.      You wish to contribute your Units (the "CONTRIBUTION") for newly

issued ordinary shares of Europe NV ("NV SHARES"). Europe NV wishes to issue the

NV Shares to you in consideration for the Units, in an offering made in reliance

on Regulation S ("REGULATION S") under the United States Securities Act of 1933,

as amended (the "SECURITIES ACT").



                                    AGREEMENT



        NOW THEREFORE, you, Europe NV and LLC agree as follows:



        1.      CONTRIBUTION OF UNITS FOR NV SHARES.



                (a)     Subject to the conditions in Section 6, in the

Contribution you will contribute your Vested Units to Europe NV in consideration

for the number of NV Shares shown on EXHIBIT A.



                (b)     Subject to the conditions in Sections 3, 4 and 6, in the

Contribution you will contribute your Un-Time-Vested Units to Europe NV in

consideration for the number of NV Shares shown on EXHIBIT A. NV Shares issued

to you in consideration for Un-Time-Vested Units are referred to in this

Agreement as the "RESTRICTED SHARES."



                (c)     You and Europe NV agree that the total number of Units

contributed by you and the total number of NV Shares issued to you in the

Contribution have an equal value.



        2.      YOUR REPRESENTATIONS AND WARRANTIES TO LLC AND EUROPE NV. You

acknowledge, represent, warrant and agree that:



                (a)     The NV Shares you will receive have not been registered

under the Securities Act, or any other applicable securities law. You may not

offer for sale, sell, pledge (except as required under Section 3(b)) or

otherwise transfer your NV Shares, under an effective registration statement

under the Securities Act or an exemption from registration, or in accordance

with Regulation S.



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                (b)     You are not a resident of the United States of America

or any of its territories or possessions (the "US"). You are not acquiring the

NV Shares for the account or benefit of any US resident. You have not

pre-arranged a transfer of the NV Shares to a US resident.



                (c)     The offer and sale of the NV Shares to you has taken

place outside of the US. You have executed this Agreement outside of the US.



                (d)     You are acquiring the NV Shares for investment and will

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