Exhibit 10.16

Dated 10th January 2005

UPC SERVICES LIMITED
and
SHANE O'NEILL



| |  |                             |  | 
| |  | --------------------------- |  | 
| |  | EXECUTIVE SERVICE AGREEMENT |  | 



---



THIS AGREEMENTis made on 10th January, 2005

BETWEEN:

THE PARTIES AGREE AS FOLLOWS:

1      DEFINITIONS

In this agreement unless the context otherwise requires:

2      APPOINTMENT AND NOTICE PERIOD

2

---





3      DUTIES



3

---



4      HOLIDAY ENTITLEMENT



5      REMUNERATION



6      EXPENSES/COMPANY EQUIPMENT

4

---



7      PENSIONS

8      BENEFITS/COMPANY CAR

9      CONFIDENTIAL INFORMATION/TRADE SECRETS/NON-COMPETITION



10    INVENTIONS AND CREATIVE WORKS

5

---





11    CODE OF BUSINESS CONDUCT



12    TERMINATION BY EVENTS OF DEFAULT

6

---



13    INCAPACITY

14    OBLIGATIONS UPON TERMINATION





7

---





15    RECONSTRUCTION AND AMALGAMATION



16    NOTICES



17    PREVIOUS CONTRACTS

18    PROPER LAW



19    CONSTRUCTION

20    STATUTORY INFORMATION, POLICIES AND SCHEDULES

8

---



21    DATA PROTECTION



IN WITNESSwhereof this agreement has been executed on the date stated on the first page of this agreement.

|                                     |                               |   |                   | 
|------------------------------------ | ----------------------------- | - | ----------------- | 
|Signed as a deed by the said         | )                             |   |                  
|SHANE O'NEILL                        | )                             |   | /s/ Shane O'Neill
|in the presence of:                  | /s/ Amanda Bay
AMANDA BAY     | ) |                   | 
|Signed by Ton Tuijten                | )                             |   |                  
|Duly authorised for and on behalf of | )                             |   | /s/ Ton Tuijten  
|UPC SERVICES LIMITED                 | )                             |   |                  
|in the presence of:                  | /s/ Neil Foulger
NEIL FOULGER | ) |                   | 

9

---



SCHEDULE 1
TRADE SECRETS, CONFIDENTIAL INFORMATION AND NON-COMPETITION

During
the Appointment, the Executive will acquire knowledge of confidential and propriety information regarding, among other things, the Company's and the Group's present and future operations, its
customers and suppliers, pricing and bidding strategies, and the methods used by the Company and its Executives.

Therefore,
the Executive hereby agrees to the following:

10

---





11

---



SCHEDULE 2
UNITEDGLOBALCOM, INC. GROUP OF COMPANIES
Code of Business Conduct for All EmployeesAmended and Restated March 11, 2004

Introduction

UnitedGlobalCom, Inc.
(the "Company"), is committed to conducting its business with honesty and integrity. This Code of Business Conduct (this "Code") is designed to fulfill this mandate. It is
also intended to help each of us focus on the duty we owe to each other, to the Company's stockholders and to others with whom we do business to conduct ourselves honestly and ethically.

This
Code applies to each of the Company's and to all other companies in which the Company directly or indirectly owns and has the right to vote shares or other interests representing more than 50% of
the voting power of such companies (the "Controlled Companies") with respect to the election of directors or similar officials, and to the directors, officers and employees thereof (referred to
collectively as "employees"). Notwithstanding the foregoing, unless otherwise determined by the Board of Directors, this Code does not apply to (i) any Controlled Company and its employees if
the Controlled Company is an "issuer" as defined in Section 2(a)(7) of the Sarbanes-Oxley Act of 2002 (generally, a company that files disclosure documents with the Securities and Exchange
Commission), or (ii) any other Controlled Company that is excluded from the application of the Code by the Board of Directors; provided, however, that such Controlled Company has its own Code
of Business Conduct, which has been approved by its board of directors. A violation of the standards contained in this Code will result in disciplinary action, up to and including possible dismissal.

Company Assets

Company
assets should be safeguarded and used for Company business only, except for limited personal use approved by your supervisor that does not interfere with Company use. This includes protection
of the Company's physical facilities, office equipment (for example, all computer-related equipment, furniture and supplies), computer software, records, intellectual property rights and third
party information. We also must safeguard the Company's trademarks and other proprietary information, as discussed in the section "Confidential Information."

Compliance with Laws

In
conducting our business, the Company and every employee must obey and comply with applicable laws, rules and regulations. It is your job to be aware of those rules and to comply with the legal
requirements affecting you and your job.

You
may learn information about the Company or companies with whom we do business that is unavailable to the public. Such information may be "insider information" within the meaning of the U.S.
federal securities laws. As provided in the Company's policy on trading in Company securities, you may not use inside information when making personal investment decisions or investment decisions for
others regarding our stock or the stock of companies with whom we do business. In addition, you may not pass insider information on to persons outside the Company. This includes family and friends.

If
you have any questions regarding compliance with these laws and principles, please call a member of the Company's Legal Department immediately. Remember that compliance with this Code is your
responsibility.

12

---



Confidential Information

You
shall not, during or after your employment, disclose to or use for the benefit of any person or entity other than the Company, any Company confidential information that you develop or receive
during employment. "Confidential information" refers to information that is not available to the public. For example, Company confidential information includes:



If
you are unsure about the confidential nature of specific information you must ask your supervisor or a member of the Company's Legal Department for clarification. You must return to the Company all
Company confidential information when their employment ends.

You
should use reasonable care to protect the confidentiality of all Company confidential information, and should not disclose Company confidential information to unauthorized persons. This means that
you should exercise care when discussing Company matters in the presence of third parties, and should contact the Company's Legal Department before disclosing Company confidential information to a
third party. Company confidential information should never be disclosed for personal profit or for the advantage of yourself or anyone else.

Also,
you should not accept any confidential information from any third party without approval of his/her supervisor or a member of the Company's Legal Department. If you have third party confidential
information, you must take care to observe the terms of any agreement under which such confidential information has been received from the third party, and not to violate the rights of the third
party. Particular care should be taken when dealing with competitors and former employees. You must never knowingly request, accept, use or disclose the confidential information of these parties
unless you have consulted with your supervisor or a member of the Company's Legal Department. In addition, you may not disclose, or induce any other employee to disclose, any former employer's
confidential information, or ask a third party to violate a non-compete or non-disclosure agreement.

You
will be subject to appropriate disciplinary action, up to and including dismissal, for knowingly or unknowingly (such as through casual conversation) revealing confidential information of the
Company or of a third party.

Conflicts of Interest

You
must avoid any situation that involves or may involve a conflict between your personal interest and the interest of the Company. A conflict of interest occurs when personal interests interfere
with your ability to (i) exercise good judgment concerning the Company's best interests or (ii) do your job at the Company in a way that is in the best interest of the Company. You may
not use Company property, information or position for personal gain, including by taking for yourself personal opportunities that are discovered through the use of Company property, information or
position. You must make prompt and full disclosure in writing to senior management of any potential conflict of interest situation and receive written approval from senior management regarding the
situation. You should avoid even the appearance of such a conflict.

13

---



Examples
of conflict situations include:



There
are other situations in which a conflict of interest may arise. If you have any question regarding whether a type of action may create a conflict of interest situation, you should consult a
member of the Company's Legal Department. Also, if you become aware of any material transaction or relationship that could reasonably be expected to give rise to such a conflict of interest, or if you
have concerns about any situation, follow the steps outlined in the section "Reporting Ethical Violations."

Fraudulent Activities

Fraudulent
Activities encompass an array of irregularities and illegal acts characterized by intentional deception. Fraud can be perpetrated by persons outside as well as inside the Company. No one
has the authority to commit illegal acts related to the Company. Fraudulent activities include acts that are not only a detriment to the Company, but also a detriment to third parties. Engaging in any
act that involves fraud, theft, embezzlement or misappropriation of any property, including that of the Company, or any of its employees, suppliers or customers is strictly prohibited. It is the
Company's policy to ensure that incidents of fraud related to the Company are promptly investigated, reported and, where appropriate, prosecuted. Some examples of fraudulent conduct are:



Work Conduct

Conduct
that interferes with operations of the Company, discredits the Company, or is offensive to third parties or coworkers will not be tolerated. You are expected to observe the highest standard of
conduct in your relationships with other employees, shareholders, suppliers, government officials and the general public in order to represent the best interests of the Company. Appropriate employee
conduct includes:



14

---





The
following conduct is prohibited and individuals engaged in it will be subject to discipline, up to and including possible termination:



The
examples of prohibited behavior described above are not intended to be an all-inclusive list. Employees who participate in any conduct that is in violation of this Code shall be
subject to disciplinary action, up to and including possible termination. In addition, if the conduct in question is an illegal act, such as fraud, the Company will report and, where appropriate,
prosecute the employee to the fullest extent permitted by law.

Gifts, Entertainment and Bribes

The
Company expects you to conduct the Company's business with integrity and to comply with all applicable laws in a manner that excludes considerations of personal advantage or gain. Employees shall
maintain the highest ethical standards in the conduct of Company affairs.



Any
employee who pays or receives bribes or kickbacks will be subject to disciplinary action, which may include being immediately terminated and reported, as warranted, to the appropriate authorities.
A kickback or bribe includes any item intended to improperly obtain favorable treatment.

15

---



Political Contributions

No
Company funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time.

Reporting Ethical Violations

If
you become aware of a suspected ethical violation, whether before or after it has occurred, you must promptly report it to a member of the Company's Legal Department in the country in which you are
located. If you still are concerned after speaking with the Company's Legal Department or feel uncomfortable speaking with such person (for whatever reason), you may contact the Chief Financial
Officer, President or Chief Executive Officer. You have the Company's commitment that you will be protected from retaliation as stated in the Company's non-retaliation policy.

Report
of ethical violations will be kept confidential to the extent possible, consistent with the Company's need to investigate and take action regarding the matter. Employees are also expected to
keep information regarding such matters confidential and understand that they are expected to fully cooperate with any such investigation.

Waivers

Under
appropriate circumstances, the Company may waive application of this Code to certain otherwise prohibited conduct. A waiver must be requested in advance and in writing, and the request must
describe the contemplated conduct for which the waiver is sought and why a waiver would be appropriate under the circumstances.

If
you are a director or executive officer, a waiver request must be directed to the independent members of the Board of Directors. The waiver may be granted only by a vote of such Board members
following a determination by the Legal Department that a waiver is appropriate under the circumstances. The reasons for granting the waiver should be recorded in the minutes of the meeting at
which it was granted and the waiver must be accompanied by appropriate controls designed to protect the Company.

If
you are not a director or executive officer, a waiver request must be directed to the Legal Department. The waiver may be granted only following a determination by the Legal Department that the
waiver is appropriate under the circumstances and accompanied by appropriate controls designed to protect the Company.

The
Company will post on its web site for a period of at least 12 months a description of any changes to, amendments or waivers of this Code applicable to directors or executive officers.
Implicit waivers due to inaction by Company management with respect to reported or known Code violations shall be similarly disclosed.

Conclusion

Each
employee is responsible for safeguarding and promoting the Company's ethics and business reputation. Of course, doing the right thing is not always easy. Many situations will involve subtleties
and complexities that lead to difficult choices. When in doubt, take a step back to ask yourself whether the situation feels right, and consider whether you feel confident that your actions would
withstand scrutiny. If necessary, take another careful look at this Code for guidance and seek advice from a supervisor or other colleague. Your actions should not have even the appearance of
impropriety. You should be able to feel comfortable that your actions would not embarrass yourself, your colleagues or the Company's stockholders should it turn out that your conduct becomes "front
page" news.

16

---



If
you are uncertain about a contemplated course of action or have questions about this Code, you should raise the issue with a member of the Company's Legal Department or another member of senior
management with whom you feel comfortable. If you still are uncomfortable, please follow the steps outlined above in the section "Reporting Ethical Violations."

Any
employee who ignores or violates any provision of this Code, and any manager who penalizes a subordinate for trying to follow this Code, will be subject to corrective action, up to and including
possible termination. Simply put, the Company seeks to employ people who believe that honest and ethical behavior is not only good business, but also the right thing to do personally.

This
Code will be posted to the Company's website at www.unitedglobal.com, and will be filed as an exhibit to the Company's annual report on Form 10-K.

UnitedGlobalCom, Inc.
reserves the right to amend or cancel this Policy at any time.

17

---



QuickLinks