Exhibit 10.6

UNITEDGLOBALCOM, INC.        1993 STOCK OPTION PLAN        (amended and restated effective January 22, 2004)

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TABLE OF CONTENTS

|                                            |     |                                                                 | Page
|------------------------------------------- | --- | --------------------------------------------------------------- | ----
|ARTICLE I                                   |     | 1                                                              
|INTRODUCTION                                |     | 1                                                              
|                                            | 1.1 | Establishment                                                   |     
|                                            | 1.2 | Purposes                                                        |     
|                                            | 1.3 | Effective Date; Amendment                                       |     
|ARTICLE II                                  |     | 1                                                              
|DEFINITIONS                                 |     | 1                                                              
|                                            | 2.1 | Definitions                                                     |     
|ARTICLE III                                 |     | 3                                                              
|PLAN ADMINISTRATION                         |     | 3                                                              
|                                            | 3.1 | General                                                         |     
|ARTICLE IV                                  |     | 3                                                              
|STOCK SUBJECT TO THE PLAN                   |     | 3                                                              
|                                            | 4.1 | Number of Shares                                                |     
|                                            | 4.2 | Adjustments for Stock Split, Stock Dividend, Etc.               |     
|                                            | 4.3 | Other Distributions and Changes in the Stock                    |     
|                                            | 4.4 | No Rights as Stockholder                                        |     
|                                            | 4.5 | Fractional Shares                                               |     
|                                            | 4.6 | Determination by the Committee, Etc.                            |     
|ARTICLE V                                   |     | 5                                                              
|PARTICIPATION                               |     | 5                                                              
|                                            | 5.1 | In General                                                      |     
|                                            | 5.2 | Maximum Share Grant                                             |     
|ARTICLE VI                                  |     | 5                                                              
|STOCK OPTIONS                               |     | 5                                                              
|                                            | 6.1 | Grant of Options to Eligible Employees and Eligible Consultants |     
|                                            | 6.2 | Option Certificates                                             |     
|                                            | 6.3 | Certain Option Terms                                            |     
|                                            | 6.4 | Restrictions on Incentive Options                               |     
|                                            | 6.5 | Shareholder Privileges                                          |     
|ARTICLE VII                                 |     | 9                                                              
|CORPORATE REORGANIZATION; CHANGE IN CONTROL |     | 9                                                              
|                                            | 7.4 | Change in Control                                               |     
|                                            | 7.1 | Reorganization                                                  |     
|ARTICLE VIII                                |     | 10                                                             
|EMPLOYMENT; TRANSFERABILITY                 |     | 10                                                             
|                                            | 8.1 | Service                                                         |     
|                                            | 8.2 | Other Employee Benefits                                         |     
|                                            |     |                                                                 |     

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|ARTICLE IX           |      | 11                             
|-------------------- | ---- | -------------------------------
|GENERAL RESTRICTIONS |      | 11                             
|                     | 9.1  | Investment Representations     
|                     | 9.2  | Compliance with Securities Laws
|                     | 9.3  | Changes in Accounting Rules    
|ARTICLE X            |      | 12                             
|WITHHOLDING          |      | 12                             
|                     | 10.1 | Withholding Requirement        
|                     | 10.2 | Withholding With Stock         
|ARTICLE XI           |      | 12                             
|MISCELLANEOUS        |      | 12                             
|                     | 11.1 | Expiration                     
|                     | 11.2 | Amendments, Etc.               
|                     | 11.3 | Treatment of Proceeds          
|                     | 11.4 | Section Headings               
|                     | 11.5 | Severability                   
|                     | 11.6 | Gender and Number              

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UNITEDGLOBALCOM, INC.  1993 STOCK OPTION PLAN        (as amended and restated effective January 22, 2004)

ARTICLE I        INTRODUCTION

1.1Establishment.United International Holdings, Inc., a Delaware corporation
("UIH"), effective June 1, 1993, established the United International Holdings, Inc. 1993 Stock Option Plan (the "Plan") for certain employees of the Company (as defined in subsection
2.1(g)) and certain consultants to the Company. UIH changed its name to UnitedGlobalCom, Inc. effective as of July 23, 1999. The name of the Plan has been changed accordingly, effective
as of August 27, 1999, to UnitedGlobalCom, Inc. 1993 Stock Option Plan. The Plan was assumed by New UnitedGlobalCom, Inc., now known as UnitedGlobalCom, Inc., on
January 30, 2002. The Plan terminated by its terms on June 1, 2003.

1.2Purposes.The purposes of the Plan are to provide those who are selected for
participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the
operations of the Company by relating incentive compensation to increases in shareholder value, so that the income of those participating in the Plan is more closely aligned with the income of the
Company's shareholders. The Plan is also designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees and consultants.

1.3Effective Date; Amendment.The initial effective date of the Plan was June 1,
1993. The Plan was amended and restated, as of January 30, 2002, to incorporate all amendments since the date of the then-latest restatement of the Plan on June 1, 2001. The
provisions of the Plan, as so amended and restated, applied to any Option (as defined in subsection 2.1(n)) granted on or after January 30, 2002, and, to the extent that the provisions of the
Plan as amended and restated did not adversely affect the Option, also applied to Options granted prior to January 30, 2002. The Plan is now amended and restated, effective January 22,
2004, to incorporate certain changes to the Plan's anti-dilution provisions as well as other technical changes to the Plan. The provisions of this latest amendment and restatement to the
Plan shall apply to all Options outstanding as of January 22, 2004, but shall not affect the terminated status of the Plan.

ARTICLE II        DEFINITIONS

2.1Definitions.The following terms shall have the meanings set forth below:



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ARTICLE III        PLAN ADMINISTRATION

3.1General.The Committee shall be responsible for administration of the Plan. The
Committee shall consist of members of the Board who are empowered hereunder to take actions in administration of the Plan. Members of the Committee shall be appointed from time to time by the Board,
shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board. The Committee shall be so constituted that it satisfies the requirement of "disinterested
administration" imposed by Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as such rule may be amended from time to time,
and each successor applicable rule thereunder. The Committee shall determine the form or forms of the Option Certificates and other agreements with Option Holders that shall evidence the particular
provisions, terms, conditions, rights and duties of UnitedGlobalCom and the Option Holders with respect to Options granted pursuant to the Plan, which provisions need not be identical except as may be
provided herein; provided, however, that Eligible Consultants shall not be eligible to receive Incentive Options. The Committee may from time to time adopt such rules and regulations for carrying out
the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. No member of the Committee shall be liable for any
action or determination made in good faith. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all
purposes and on all persons.

ARTICLE IV        STOCK SUBJECT TO THE PLAN

4.1Number of Shares.The total number of Shares as to which Options may be granted
pursuant to the Plan shall be an aggregate of 39,200,000 Shares, which may be any combination of Class A Stock or Class B Stock as the Committee shall determine in its sole discretion;
provided however, that no

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more
than 3,000,000 Shares as to which Options may be granted may be Class B Stock. Such number shall be adjusted in accordance with the provisions of Section 4.2. Shares issued upon the
exercise of Options shall be applied to reduce the maximum number of Shares remaining available for use under the Plan. Shares underlying expired or terminated and unexercised Options are available
for grant of Options under the Plan. Shares withheld by the Company pursuant to Section 10.2 and Shares used to pay the Option Price are not available for the grant of Options under the Plan.
The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and unissued Stock, or as treasury Stock, at least the number of Shares from time
to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.

4.2Adjustments for Stock Split, Stock Dividend, Etc.If UnitedGlobalCom shall at any
time increase or decrease the number of its outstanding Shares by means of payment of a stock dividend or any other distribution upon such Shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification or recapitalization involving the Stock, or change in any way the rights and privileges of such Shares, then the numbers, rights and
privileges of the following shall be increased, decreased or changed in like manner as if the corresponding Shares had been issued and outstanding, fully paid and nonassessable at the time of such
occurrence: (a) the Shares as to which Options may be granted under the Plan; and (b) the Shares then subject to each outstanding Option. Upon any occurrence described in this
Section 4.2, the total Option Price under each then outstanding Option shall remain unchanged but shall be apportioned ratably over the increased or decreased number of Shares subject to the
Option.

4.3Other Distributions and Changes in the Stock.If



and
if the Committee shall in its sole discretion determine that the event described in subsection (a), (b), or (c) above equitably requires, in order to preserve the benefits intended to be
made available, an adjustment in the number or kind of Shares subject to an Option, an adjustment in the Option Price or the taking of any other action by the Committee, including without limitation,
the setting aside of any property for delivery to the Participant upon the exercise of an Option or the full vesting of an Option, then such adjustments shall be made, or other action shall be taken,
by the Committee, as the Committee in its sole discretion shall deem appropriate, and shall be effective for all purposes of the Plan and on each outstanding Option that involves the particular type
of stock for which a change was effected.

4.4No Rights as Stockholder.An Option Holder shall have none of the rights of a
stockholder with respect to the Shares subject to an Option until such Shares are transferred to the Option Holder upon the exercise of such Option. Except as provided in this Article IV, no
adjustment shall be made for dividends, rights or other property distributed to stockholders (whether ordinary or extraordinary) for which the record date is prior to the date such Shares are so
transferred.

4.5Fractional Shares.No adjustment or substitution provided for in this
Article IV shall require UnitedGlobalCom to issue a fractional share. The total substitution or adjustment with respect to each Option shall be limited by deleting any fractional share.

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4.6Determination by the Committee, Etc.Adjustments under this Article IV shall
be made by the Committee, whose determinations with regard thereto shall be final and binding.

ARTICLE V        PARTICIPATION

5.1In General.In accordance with the provisions of the Plan, the Committee shall, in
its sole discretion, select Option Holders from among Eligible Employees and Eligible Consultants to whom Options would be granted and shall specify the number of Shares subject to each Option and
whether the Shares subject to such Option are Class A Stock or Class B Stock subject to each Option and such other terms and conditions of each Option as the Committee may deem necessary
or desirable and consistent with the terms of the Plan. Eligible Employees shall be selected from the employees of the Company who are performing services in the management, operation and growth of
the Company, and contribute, or are expected to contribute, to the achievement of long-term corporate objectives. Eligible Consultants shall be selected from the consultants and other
individuals who provide services to the Company with respect to the operation and growth of the Company and who contribute, or are expected to contribute, to the achievement of long-term
corporate objectives. Eligible Employees and Eligible Consultants may be granted from time-to-time one or more Options. The grant of each such Option shall be separately
approved by the Committee, and receipt of one such Option shall not result in automatic receipt of any other Option. Upon determination by the Committee that an Option is to be granted to an Eligible
Employee or Eligible Consultant, written notice shall be given to such person, specifying the terms, conditions, rights and duties related thereto.

5.2Maximum Share Grant.The maximum number of Shares of Class A Stock and
Class B Stock in the aggregate that may be subject to all Options granted to an Option Holder in a calendar year is 5,000,000 Shares.

ARTICLE VI        STOCK OPTIONS

6.1Grant of Options to Eligible Employees and Eligible Consultants.Coincident with or
following designation for participation in the Plan, Eligible Employees and Eligible Consultants may be granted one or more Options. The Committee in its sole discretion shall designate whether an
Option is an
Incentive Option or a Non-Qualified Option. Incentive Stock Options may be granted only to Eligible Employees. The Committee may grant both an Incentive Option and a
Non-Qualified Option to an Eligible Employee at the same time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at
different times, shall be deemed to have been awarded in separate grants and shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option
or affect the number of shares for which any other Option may be exercised. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee.

6.2Option Certificates.Each Option granted under the Plan shall be evidenced by a
written stock option certificate or agreement (an "Option Certificate") issued by UnitedGlobalCom in the name of the Option Holder and in such form as may be approved by the Committee. The Option
Certificate shall incorporate and conform to the terms and conditions set forth herein as well as such other terms and conditions that are not inconsistent as the Committee may consider appropriate in
each case.

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6.3Certain Option Terms.Options granted pursuant to the Plan shall have terms and
conditions consistent with the following in addition to the terms and conditions set forth elsewhere herein:



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6.4Restrictions on Incentive Options.



6.5Shareholder Privileges.No Option Holder shall have any rights as a shareholder with
respect to any shares of Stock covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other
rights as to which there is a record date preceding the date such Option Holder becomes the holder of record of such Stock, except as provided in Article IV.

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6.6Shares Subject to Option.The Committee may in its sole and absolute discretion,
amend a previously granted Option (provided that such Option was granted after December 3, 2001) to provide that the shares of Stock covered by such Option shall be Class B Stock or
that, upon exercise of the Option, the Option Holder will be issued shares of Class B Stock in lieu of shares of Class A Stock. Such amendment may be made in whole or in part with
respect to the number of shares of Stock underlying the Option. Notwithstanding the foregoing, no such amendment shall be effective without the consent of the Option Holder.

All
other terms of the Option shall remain in effect. If an Option is amended pursuant to the first sentence of this section, the number of shares of Class A Stock that are no
longer covered by the Option or that were not issued upon exercise of the Option shall again be available for grant under the Plan, and the number of shares of Class B Stock that are covered by
the Option or that are issued upon exercise of the Option shall reduce the number of shares of Class B Stock available for grant under the Plan.

ARTICLE VII        CHANGE IN CONTROL; CORPORATE REORGANIZATION

7.1Change in Control.



7.2Reorganization.If a Change in Control has not occurred and one of the following
events has occurred and if the notice required by Section 7.3 shall have first been given, the Plan and all Options then outstanding hereunder shall automatically terminate and be of no further
force and effect

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whatsoever,
without the necessity for any additional notice or other action by the Board or UnitedGlobalCom: (a) the merger or consolidation of UnitedGlobalCom with or into another corporation
(other than a consolidation or merger in which UnitedGlobalCom is the continuing corporation and which does not result in any reclassification or change of outstanding shares of stock; or
(b) the sale or conveyance of the property of UnitedGlobalCom as an entirety or substantially as an entirety (other than a sale or conveyance in which UnitedGlobalCom continues as holding
company of an entity or entities that conduct the business or business formerly conducted by UnitedGlobalCom); or (c) the dissolution or liquidation of UnitedGlobalCom.

7.3Required Notice.At least 30 days' prior written notice of any event
described in Section 7.2 shall be given by UnitedGlobalCom to each Option Holder, unless in the case of the events described in clauses (a) or (b) of Section 7.2,
UnitedGlobalCom, or the successor or purchaser, as the case may be, shall make adequate provision for the assumption of the outstanding Options or the substitution of new options for the outstanding
Options on terms comparable to the outstanding Options, except that the Option Holder shall have the right thereafter to purchase the kind and amount of securities or property or cash receivable upon
such merger, consolidation, sale or conveyance by a holder of the number of Shares that would have been receivable upon exercise of the Option immediately prior to such merger, consolidation, sale or
conveyance (assuming such holder of Stock failed to exercise any rights of election and received per share the kind and amount received per share by a majority of the non-electing shares).
The provisions of this Article VII shall similarly apply to successive mergers, consolidations, sales or conveyances. Such notice shall be deemed to have been given when delivered personally to
an Option Holder or when mailed to an Option Holder by registered or certified mail, postage prepaid, at such Option Holder's address last known to the Company.

7.4Acceleration of Exercisability.Option Holders notified in accordance with
Section 7.3 may exercise their Options at any time before the occurrence of the event requiring the giving of notice (but subject to occurrence of such event), regardless of whether all
conditions of exercise relating to length of service have been satisfied.

ARTICLE VIII        EMPLOYMENT; TRANSFERABILITY

8.1Service.Nothing contained in the Plan or in any Option granted under the Plan shall
confer upon any Option Holder any right with respect to the continuation of his employment by, or consulting relationship with, the Company, or interfere in any way with the right of the Company,
subject to the terms of any separate employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant from
the rate in existence at the time of the grant of an Option. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of service shall be
determined by the Committee at the time of its occurrence.

8.2Other Employee Benefits.The amount of any compensation deemed to be received by an
Option Holder as a result of the exercise of an Option shall not constitute "earnings" with respect to which any other employee benefits of such person are determined, including without limitation
benefits under any pension, profit sharing, life insurance or salary continuation plan.

8.3Transferability.



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ARTICLE IX        GENERAL RESTRICTIONS

9.1Investment Representations.UnitedGlobalCom may require any person to whom an Option
is granted, as a condition of exercising such Option, to give written assurances in substance and form satisfactory to UnitedGlobalCom and its counsel to the effect that such person is acquiring the
Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as UnitedGlobalCom deems necessary or appropriate
in order to comply with Federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates.

9.2Compliance with Securities Laws.Each Option shall be subject to the requirement
that, if at any time counsel to UnitedGlobalCom shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may
not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require UnitedGlobalCom to apply for or to obtain such listing, registration or qualification.

9.3Changes in Accounting Rules.Except as provided otherwise at the time an Option is
granted, notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any

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changes
in the financial or tax accounting rules applicable to Options shall occur which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or
liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options as to which the applicable services or other restrictions
have not been satisfied.

ARTICLE X        WITHHOLDING

10.1Withholding Requirement.UnitedGlobalCom's obligations to deliver shares of Stock
upon the exercise of any Option shall be subject to the Option Holder's satisfaction of all applicable federal, state and local income and other tax withholding requirements.

10.2Withholding With Stock.At the time the Committee grants an Option or at any time
thereafter, it may, in its sole discretion, grant the Option Holder an election to pay all such amounts of tax withholding, or any part thereof, by electing (a) to have UnitedGlobalCom withhold
from shares otherwise issuable to the Option Holder, shares of Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Option Holder; provided
however, that the amount of Stock so withheld shall not exceed the minimum amount required to be withheld under the method of withholding that results in the smallest amount of withholding, or
(b) to transfer to UnitedGlobalCom a number of shares of Stock that were acquired by the Option Holder more than six months prior to the transfer to UnitedGlobalCom and that have a value equal
to the amount required to be withheld or such lesser amount as may be elected by the Option Holder. All elections shall be subject to the approval or disapproval of the Committee. The value of shares
of Stock to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). Any such elections by Option
Holders to have shares of Stock withheld for this purpose will be subject to the following restrictions:



ARTICLE XI        MISCELLANEOUS

11.1Expiration.The Plan shall terminate whenever the Board adopts a resolution to that
effect. If not sooner terminated by the Board, the Plan shall terminate and expire on June 1, 2003. After termination, no additional Options shall be granted under the Plan, but the Company
shall continue to recognize Options previously granted.

11.2Amendments, Etc.The Board may from time to time amend, modify, suspend or
terminate the Plan. Nevertheless, no such amendment, modification, suspension or termination shall, without the consent of the Option Holder, impair any Option previously granted under the Plan or
deprive any Option Holder of any Shares that he may have acquired through or as a result of the Plan.

11.3Treatment of Proceeds.Proceeds from the sale of Stock pursuant to Options granted
under the Plan shall constitute general funds of UnitedGlobalCom.

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11.4Section Headings.The section headings are included herein only for convenience,
and they shall have no effect on the interpretation of the Plan.

11.5Severability.If any article, section, subsection or specific provision is found to
be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the
Plan shall be construed and enforced as if such illegal and invalid provision had never been set forth in the Plan.

11.6Gender and Number.Except when otherwise indicated by the context, the masculine
gender shall include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

Amended
and Restated as of January 22, 2004.

| |  | UNITEDGLOBALCOM, INC.a Delaware corporation
| |  | -------------------------------------------
| |  |                                            
| |  |                                            
| |  | By:                                        

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