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                                                                    EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT


Employment Agreement dated as of January 1, 1998, between TELE-COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), and LARRY E. ROMRELL, now residing
at (home address redacted) ("Executive").

                  Executive and the Company were parties to an employment
agreement dated as of January 1, 1993 (the "Prior Agreement"). This Agreement is
intended to set forth the terms and conditions of the employment by the Company
of Executive from and after January 1, 1998, and is intended to supersede the
Prior Agreement.

                  In consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, do hereby agree as follows:

1.       Term and Termination

          a) Term. The term of Executive's employment under this Agreement (the
          "Employment Term") shall commence on the date hereof and end on
          December 31, 2007. During the Employment Term, the Company agrees to
          employ Executive, and Executive agrees to serve the Company, upon and
          subject to the terms and conditions set forth in this Agreement. The
          Company acknowledges that its obligations under Sections 4 and 7
          hereof shall survive any termination of Executive's employment and
          will survive the Employment Term.

          b) Termination by the Company. Executive's employment by the Company
          may be terminated by the Company only as provided in clauses (i),
          (ii), (iii) and (iv) below.

               i)   Upon the death of Executive.

               ii)  Upon six (6) months' prior written notice from the Company
                    to Executive (the "Notice Period"), in the event of an
                    illness or other disability which has incapacitated
                    Executive from performing his duties hereunder, as
                    determined in good faith by the Board of Directors of the
                    Company, for an aggregate of one hundred eighty (180)
                    consecutive days during the twelve calendar months preceding
                    the month in which such notice is give; provided, however,
                    that in the event that prior to the end of the Notice Period
                    Executive recovers from such illness or other disability to
                    an extent permitting him to perform his duties hereunder,
                    the notice of termination pursuant to this clause (ii) shall
                    be of no further force and effect.

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               iii) Effective as of December 31 of any year, upon giving written
                    notice of such termination to Executive six (6) months prior
                    to the effective date thereof and by paying to Executive in
                    a lump sum in cash upon such termination all remaining
                    compensation (other than compensation the payment of which
                    was deferred by Executive prior to such termination) that
                    would have been payable under Section 4 hereof if this
                    Agreement remained in full force and effect for the balance
                    of the Employment Term.

               iv)  At any time for "cause," which for purposes of this
                    Agreement shall be deemed to have occurred only on the
                    happening of any of the following:

                    A)   the plea of guilty to, or conviction for, the
                         commission of a felony offense by Executive; provided,
                         however, that after indictment, the Company may suspend
                         Executive from the rendition of services but without
                         limiting or modifying in any other way the Company's
                         obligations under this Agreement;

                    B)   a material breach by Executive of a material fiduciary
                         duty owed to the Company;

                    C)   a material breach by Executive of the covenants made by
                         him in Sections 8 and 9 hereof; or

                    D)   the willful and gross neglect by Executive of the
                         material duties specifically and expressly required by
                         this Agreement;

                    provided,however, that any claim that "cause," within the
                    meaning of clause (B), (C) or (D) above, exists for the
                    termination of Executive's employment may be asserted on
                    behalf of the Company only by a duly adopted resolution of
                    the Board of Directors of the Company and only after thirty
                    (30) days' prior written notice to Executive during which
                    period he may cure the breach or neglect that is the basis
                    of any such claim, if curable; provided, further, that no
                    state of facts that, with or without notice to Executive or
                    the passage of time or both, would give rise to the right of
                    the Company to terminate Executive's employment pursuant to
                    clause (ii) of this Section 1(b) may, directly or
                    indirectly, in whole or in part, be the basis for a claim
                    that "cause," within the meaning of clause (D) above, exists
                    for termination of Executive's employment; provided,
                    further, that during the period of twelve (12) months
                    following a change in control of the Company (as defined
                    below), "cause" shall be deemed to have occurred only upon
                    the happening of an event referred to in clause (A) above;
                    and provided, further, that the term "material" as used in




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                    clauses (B), (C) and (D) above and in Section 12 hereof
                    shall be construed by reference to the effect of the
                    relevant action or omission on the Company taken as a whole.
                    For purposes of the foregoing, a change in control of the
                    Company will be considered to have occurred if the group in
                    control of the Company shall no longer include John C.
                    Malone, members of his family or representatives thereof.
                    The term "family" as used herein means John C. Malone's
                    estate, spouse and lineal descendants and any trust or other
                    investment vehicle for the primary benefit of such named
                    person or members of his family; and the term
                    "representatives" includes executors and trustees.



     c)   Effect of Termination by the Company. If Executive's employment by the
          Company is terminated by the Company pursuant to Section 1(b) hereof,
          all compensation under Section 4 of this Agreement (other than
          compensation the payment of which was deferred by Executive prior to
          such termination) that has accrued in favor of Executive as of the
          date of such termination, to the extent unpaid or undelivered, shall
          be paid or delivered in cash to Executive on the date of termination.
          Upon such termination of Executive's employment and payment of such
          amount (and, if applicable, the full amount payable pursuant to clause
          (iii) of Section 1(b)), the Company's obligations under this Agreement
          shall terminate, except as provided in the last three sentences of
          this Section 1(c) (if and to the extent applicable), Section 5 (as it
          relates to expenses incurred prior to such termination) and Section 7
          of this Agreement. Executive acknowledges that his obligations under
          Sections 8, 9, 10 and 11 hereof will survive any such termination. If
          Executive dies while employed by the Company or during the period that
          he is receiving payments pursuant to the immediately succeeding
          sentence and, in either case, prior to December 31, 2007, the Company
          shall, as promptly as practicable following Executive's death, pay to
          Executive's designated beneficiary or beneficiaries in a lump sum in
          cash an amount equal to the lesser of (i) the compensation that would
          have been payable to Executive under Section 4(a) of this Agreement
          had his employment by the Company continued until December 31, 2007,
          and (ii) one year's compensation under Section 4(a) of this Agreement,
          in each case calculated at the annual rate in effect at the time of
          Executive's death. If Executive's employment is terminated pursuant to
          Section 1(b)(ii) of this Agreement, the Company shall continue to pay
          to Executive his annual salary (at the rate in effect at the time of
          termination of his employment) as and when the same would otherwise be
          due in accordance with Section 4 of this Agreement until the first to
          occur of December 31, 2007, or the date of Executive's death. The
          phrase "designated beneficiary or beneficiaries" shall mean the person
          or persons named from time to time by Executive in a signed instrument
          filed with the Company; provided, however, that if a designation made




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          in any such instrument shall for any reason be ineffective, or if no 
          such designation has been made, the phrase "designated beneficiary or 
          beneficiaries" shall mean the Executive's estate.

2.   Services to Be Rendered by Executive. Executive agrees to serve the Company
     as a senior technical officer of the Company providing such services as
     described by the Chief Executive Officer or Chief Operating Officer of the
     Company; provided, however, that Executive's position shall correspond in
     rank, responsibility, authority, and access to information as Executive's
     position with the Company during the three-year period immediately
     preceding January 1, 1998. In such capacity, Executive shall discharge such
     senior executive responsibilities as are designated by the Company's Chief
     Executive Officer or Chief Operating Officer. Executive shall report
     directly to, and only to, the Company's Chairman of the Board, its Chief
     Executive Officer and its Chief Operating Officer and, if requested by the
     Company's Board of Directors, to the Board of Directors and/or Executive
     Committee of the Board of Directors. If Executive is elected a director of
     the Company or a director or an officer of any of the Company's
     subsidiaries or affiliates, Executive will serve in any such capacities
     without further compensation except as may be decided by the Company at the
     Company's sole election. Executive shall discharge his responsibilities and
     shall in all other respects serve the Company faithfully and to the best of
     his ability. The Company agrees that Executive shall, during the Employment
     Term, be based at the Company's principal executive office, which shall be
     located in the Denver area, with the understanding that Executive will
     travel as reasonably required in the performance of his duties hereunder.

3.   Time to Be Devoted by Executive. Executive agrees to devote substantially
     all of his business time, attention, efforts and abilities to the business
     of the Company. Executive confirms that he has no business interests of any
     kind which will require a substantial portion of his business time other
     than his employment by the Company, but nothing herein contained is
     intended, nor shall be construed, as preventing Executive from spending an
     insubstantial amount of time as a director of, or otherwise in connection
     with investments he may have in, other entities or business organizations.

4.   Compensation Payable to Executive.

     a) During the Employment Term, the Company shall pay to Executive a salary
     at the rate of $560,000 per annum. The Board of Directors shall review
     Executive's compensation annually to determine, in its sole discretion,
     whether any increase in the Executive's salary is appropriate.

     b) Executive's annual compensation shall be paid to Executive in accordance
     with the Company's regular policy but not less frequently than once a
     month.

5.   Expenses. The Company shall reimburse Executive for the reasonable amount
     of dining, hotel, traveling, entertainment and other expenses (consistent
     with the Company's reimbursement standards for its most senior officers)
     necessarily incurred by Executive in the discharge of his duties hereunder.




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6.   Executive Benefit Plans. While he is employed by the Company pursuant to
     this Agreement, Executive shall be entitled to participate in, and to be
     accorded all rights and benefits under, all formal incentive compensation
     plans, stock incentive plans, employee stock purchase plans, retirement
     plans, disability insurance, life insurance, health and major medical
     insurance policy or policies, and other plans or benefits (including,
     without limitation, any insurance covering Officers or Directors against
     errors or omissions) now in existence or that may hereafter be adopted by
     the Company for the benefit of its executive officers or key employees
     generally or for the benefit of its employees generally, provided that
     Executive is eligible by the terms thereof to participate therein.
     Executive shall be entitled to four (4) weeks of paid vacation per year or,
     if greater, the maximum amount of paid vacation per year to which any other
     employee of the Company of comparable rank and responsibility is entitled.

7.   Indemnification. The Company will indemnify and hold harmless Executive, to
     the fullest extent permitted by applicable law, in respect of any
     liability, damage, cost or expense (including reasonable counsel fees)
     incurred in connection with the defense of any claim, action, suit or
     proceeding to which he is a party, or threat thereof, by reason of his
     being or having been an officer, director, employee or agent of the Company
     or any subsidiary of the Company, or his serving or having served at the
     request of the Company as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust, business
     organization, enterprise or other entity, including service with respect to
     employee benefit plans. Without limiting the generality of the foregoing,
     the Company will pay the expenses (including reasonable counsel fees) of
     defending any such claim, action, suit or proceeding in advance of its
     final disposition, upon receipt of an undertaking by Executive to repay all
     amounts advanced if it should ultimately be determined that Executive is
     not entitled to be indemnified under this Section.

8.   Noncompetition. Executive agrees that while in the employ of the Company
     and for the Applicable Period (as defined below) following the termination
     of his employment, he will not, directly or indirectly, as principal or
     agent, or in any other capacity, own, manage, operate, participate in or be
     employed by or otherwise be interested in, or connected in any manner with,
     any person, firm, corporation or other enterprise which directly competes
     in a material respect with the business of the Company or any of its
     majority-owned subsidiaries as it is conducted while Executive is employed
     by the Company. Nothing herein contained shall be construed as denying
     Executive the right to own securities of any such corporation which is
     listed on a national securities exchange or quoted in the NASDAQ System to
     the extent of an aggregate of 5% of the amount of such securities
     outstanding. For purposes hereof, the term "Applicable Period" means the
     period beginning on the effective date of the termination of Executive's
     employment with the Company (the "Effective Date") and ending on the second
     anniversary of the Effective Date.




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9.   Confidentiality. Executive agrees that while in the employ of the Company
     (otherwise than in the performance of his duties hereunder) and thereafter,
     not to, directly or indirectly, make use of, or divulge to any person,
     firm, corporation, entity or business organization, and he shall use his
     best efforts to prevent the publication or disclosure of, any confidential
     or proprietary information concerning the business, accounts or finances
     of, or any of the methods of doing business used by the Company or of the
     dealings, transactions or affairs of the Company or any of its customers
     which have or which may have come to his knowledge during his employment
     with the Company; but this Section 9 shall not prevent Executive from
     responding to any subpoena, court order or threat of other legal duress,
     provided Executive notifies the Company hereof with reasonable promptness
     so that the Company may seek a protective order or other appropriate
     relief.

10.  Delivery of Materials. Executive agrees that, upon the termination of his
     employment, he will deliver to the Company all documents, papers, materials
     and other property of the Company relating to its affairs which may then be
     in his possession or under his control.

11.  Noninterference. Executive agrees that he will not, while in the employ of
     the Company and for the Applicable Period following the termination of his
     employment, solicit the employment of any employee of the Company on behalf
     of any other person, firm, corporation, entity or business organization, or
     otherwise materially interfere with the employment relationship between any
     employee or officer of the Company and the Company.

12.  Remedies. Executive agrees that, in the event of a material breach by
     Executive of this Agreement, in addition to any other rights that the
     Company may have pursuant to this Agreement, the Company shall be entitled,
     if it so elects, to institute and prosecute proceedings, at law or in
     equity, to obtain damages with respect to such breach or to enforce the
     specific performance of this Agreement by Executive or to enjoin Executive
     from engaging in any activity in violation hereof. Executive agrees that,
     because Executive's services to the Company are of such a unique and
     extraordinary character, a suit at law may be an inadequate remedy with
     respect to a breach by Executive of Sections 8, 9, 10 and 11 hereof, and
     that upon any such breach or threatened breach by him of such Sections the
     Company shall be entitled, in addition to any other lawful remedies that
     may be available to it, to injunctive relief. In the event of a breach by
     the Company of this Agreement (which is not cured within 30 days from the
     date of notice of such breach), Executive may declare that the Company has
     terminated Executive pursuant to Section 1(b)(iii) hereof, and Executive
     shall be entitled to the benefits and remedies as set forth in Section 1(c)
     hereof.





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13.  Notices. All notices to be given hereunder shall be deemed duly given when
     delivered personally in writing or mailed, certified mail, return receipt
     requested, postage prepaid and addressed as follows:

     a)   If to be given to the Company:

          Tele-Communications, Inc.
          5619 DTC Parkway
          Englewood, Colorado  80111
          Attention:  Dr. John C. Malone

          with a copy similarly addressed
          and marked to the attention of the Legal Department


     b)   If to be given to Executive:

          Mr. Larry E. Romrell
          (home address redacted)


     or to such other address as a party may request by notice given in
     accordance with this Section 13.

14.  Miscellaneous.

     a) This Agreement constitutes the entire agreement between the parties with
     respect to the subject matter hereof and replaces and supersedes as of the
     date hereof any and all prior agreements and understandings with respect to
     Executive's employment by the Company, whether oral or written, between the
     parties hereto, including, without limitation, the Prior Agreement.

     b) This Agreement may not be changed, nor may any provision hereof be
     waived, except by an instrument in writing duly signed by the party to be
     charged.

     c) This Agreement shall be interpreted, governed and controlled by the law
     of the State of Colorado, without reference to principles of conflict of
     laws.

     d) Executive shall have the right to resign as an officer, director and
     employee of the Company, its subsidiaries and controlled affiliates, and to
     convert this Agreement to a consulting agreement upon giving the Company
     sixty (60) days' prior written notice of his intention to do so, whereupon
     Executive shall serve as a consultant to the Company for the balance of the
     term of this Agreement, during which time he will perform such services as
     may be required by the Chief Executive Officer of the Company. All other
     terms and conditions of this Agreement, including, but not limited to,
     those relating to the compensation of Executive shall remain in full force
     and effect for the duration of this Agreement.




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                  IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first above written.

                                       TELE-COMMUNICATIONS, INC.


                                       By:          /s/ John C. Malone 
                                           -------------------------------------

                                                    /s/ Larry E. Romrell
                                           ------------------------------------
                                                      Larry E. Romrell





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