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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


Employment Agreement dated as of June 1, 1998, between TELE-COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), and STEPHEN M. BRETT, now residing
at (home address redacted) ("Executive").

                  This Agreement sets forth the terms and conditions of the
employment by the Company of Executive.

                  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 (the "Employment Term")
         under this Agreement shall commence on June 1, 1998, and end on May 31,
         2003, and, pursuant to the terms of this Agreement, and will be
         extended daily so that the remainder of the Employment Term shall, at
         all times on and prior to the effective date of the termination of
         Executive's employment as provided herein, be five (5) years. 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.

         (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 of Executive six (6) months prior
                  to the effective date thereof and by paying to Executive in a
                  lump sum upon such termination five years' compensation under
                  Section 4(a) of this Agreement calculated at the annual rate
                  then in effect;

             (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 any 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 the 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 clauses (B), (C) and (D) above and in
                  Section 12 hereof shall be construed be 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
 



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                  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 persons 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 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 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 Section 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, the Company shall, as
          promptly as practicable following Executive's death, pay to
          Executive's designated beneficiary or beneficiaries in a lump sum an
          amount equal to one year's compensation under Section 4(a) of this
          Agreement, calculated that 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 for five years from
          such date of termination. 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 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 Executive Vice President, General Counsel and Secretary; 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 June 1, 1998. In such capacity, Executive shall discharge such




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     senior executive responsibilities as are commensurate with his title and
     designated by the Company's Chairman of the Board, Chief Executive Officer
     or President. Executive shall report directly to, and only to, the
     Company's Chairman of the Board, Chief Executive Officer or President 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 $560,000.00 per annum. The Board of Directors shall review
     Executive's compensation annually to determine, in its sole discretion,
     whether any increase in 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.

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 and 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




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     generally or for the benefit of its employees generally, provided that
     Executive is eligible by the terms thereof to participate therein. Further,
     during the period that any deferred compensation is payable to Executive,
     Executive shall continue to be entitled to participate in, and to be
     accorded all rights and benefits under, all group insurance policies
     maintained or established by the Company for the benefit of its employees,
     and for this purpose Executive shall be deemed to be a full-time employee
     of the Company during such period. 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 or director 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.

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




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     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 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.

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, CO  80111
                  Attention:  Dr. John C. Malone




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

     b) If to be given to Executive:

                  Stephen M. Brett
                  (home address redacted)


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

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

                  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/ Stephen M. Brett
                                             -----------------------------------
                                                       Stephen M. Brett





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