Exhibit 10.12
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                                GENERAL AGREEMENT

     THIS GENERAL AGREEMENT, dated as of June 16, 1999 (the "Agreement"),  is by
and between UNITED INTERNATIONAL HOLDINGS, INC., a Delaware corporation ("UIH"),
and  AUSTAR  UNITED   COMMUNICATIONS   LIMITED,  a  Delaware   corporation  (the
"Company").

                                    RECITALS
                                    --------

     A. UIH indirectly owns interests in multi-channel  television,  programming
and telecommunications  operating companies throughout the world. The Company is
acquiring  from  certain  subsidiaries  of UIH  ownership  interests  in certain
operating  companies  that are engaged in such  activities  in Australia and New
Zealand.

     B. The  Company is an  indirect,  wholly,  owned,  subsidiary  of UIH. As a
result  UIH will  consolidate  the  financial  results  of the  Company  and its
subsidiaries in UIH's financial statements.  As a subsidiary of UIH, the Company
is subject to the covenants and  restrictions of indentures  governing UIH's and
its  subsidiaries'  debt  securities.  UIH may also be subject to certain  legal
obligations as a result of its ownership of an interests in the Company.

     C. It is anticipated  that the Company will be domesticated to Australia in
the near  future  and will then  commence  an  initial  public  offering  of its
ordinary  shares  on the  Australian  Stock  Exchange,  as well  as a Rule  144A
offering outside Australia (collectively, the "Offering").

     D. UIH Asia/Pacific  Communications,  Inc. ("UAP"), a subsidiary of UIH and
indirect  parent of the  Company  has agreed to make or have a third  party make
capital  contributions  to  certain  subsidiaries  of  the  Company  in  certain
circumstances.  UIH and the Company  have agreed that the Company will make such
contributions  if  requested  by  UIH or  that  the  Company  will  assume  such
obligations.

     E. In connection with this  shareholder  relationship,  UIH and the Company
have agreed to take certain actions and restrict certain activities with respect
to one another, all as more particularly set forth in this Agreement.

                                    AGREEMENT

     1.  COVENANT  NOT  TO  COMPETE.  For so  long  as UIH  holds,  directly  or
indirectly,  50% or more of the outstanding  ordinary shares of the Company on a
fully diluted basis:

          (a) UIH shall not, and shall not permit its majority-owned  affiliates
to,  pursue any  multi-channel  television  or video  services or  telephone  or
Interact  access  opportunities  specifically  directed to the  Australia or New
Zealand markets unless:  (i) UIH has first presented such opportunity in writing
to the Board of Directors  of the Company;  and (ii) the members of the Board of
Directors of the Company who are not directors or officers of UIH or officers of
the Company  have  decided not to pursue  such  opportunity  and the Company has
given  notice of such  decision in writing to UIH. The Company will respond with
reasonable promptness after the opportunity is presented to the Company by UIH.

          (b) The  Company  shall not,  and shall not  permit to its  controlled
affiliates  to,  pursue  any  multi-channel  television  or  video  services  or

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telephone or Internet  access  opportunities  in markets outside of Australia or
New Zealand  unless:  (i) the Company has first  presented  such  opportunity in
writing to the Board of  Directors  of UIH and (ii) the  members of the Board of
Directors  of UIH who are not  directors or officers of the Company have decided
not to pursue  such  opportunity  and UIH has given  notice of such  decision in
writing to the Company.  UIH will respond with reasonable  promptness  after the
opportunity is presented to UIH by the Company.

     2.   COMPLIANCE WITH FINANCIAL REPORTING AND OTHER LEGAL REQUIREMENTS.

          (a) In order to assist UIH-and its subsidiaries  compliance with their
respective  reporting  obligations under the Securities Act of 1933, as amended,
the  Securities  Exchange Act of 1934,  as amended,  and all other United States
federal and state securities laws  (collectively,  the "U.S.  Securities Laws"),
and to avoid potential liability by UIH thereunder, and to enable UIH to prepare
its consolidated financial statements in accordance with United States generally
accepted accounting  principles ("GAAP"), as in effect from time to time, and to
comply otherwise with it reporting  obligations under the U.S.  Securities Laws,
the Company shall (i) timely  provide UIH with audited  financial  statements of
the Company in compliance  with United States GAAP (or in such other  accounting
principles as UIH may reasonably  request) in such form and with respect to such
periods as UIH shall  reasonably  request,  and (ii) provide such  financial and
other  information  as UIH may  reasonably  require to comply with its reporting
obligations under the U.S. Securities Laws and with the reporting obligations of
any exchange or market on which UIH's  securities  are listed for trading and as
may be necessary or appropriate  for UIH to limit or avoid  liability  under the
securities laws of any jurisdiction in connection with any action being taken by
UIH. The Company shall supply UIH with, and hereby consents to the disclosure by
UIH of, all such financial and other  information to the extent deemed necessary
or appropriate by UIH in its sole  discretion in order to comply with or satisfy
the public disclosure  obligations of UIH or any affiliate of UIH under the U.S.
Securities Laws and with the reporting  obligations of any exchange or market on
which UIH's or such affiliate's  securities are listed for trading and as may be
necessary  or  appropriate  for  UIH to  limit  or  avoid  liability  under  the
securities laws of any jurisdiction in connection with any action being taken by
UIH.

          (b) The Company shall take all actions  reasonably  required to assist
UIH and its subsidiaries comply with any and all requirements  imposed by law as
a result of UIH's ownership of a direct or indirect interest in the Company. The
Company  shall  advise  UIH of any  obligations  imposed  on UIH by the  laws of
Australia  or New  Zealand as a result of its  ownership  of an  interest in the
Company.

     3.   INDEMNIFICATION BY THE COMPANY.

          (a) If  UIH is  requested  to  execute  any  underwriting  or  similar
agreement  in  connection  with the  Offering  or any other  offering or sale of
ordinary shares by the Company (the "Underwriting Agreement"), the Company shall
defend,  indemnify  and hold UIH  harmless  from and against any and all losses,
claims, damages, obligations, liens, assessments, judgments, fines, liabilities,
and other costs and expenses (including without limitation  interest,  penalties
and any investigation, legal and other expenses incurred in connection with, and
any amount paid in  settlement  of, any action,  suit or proceeding or any claim
asserted, as the same are incurred  (collectively,  "Liabilities")) that UIH may
sustain or suffer  based  upon,  arising  out of, by reason of or  otherwise  in
respect of or in connection with the Underwriting Agreement;  provided, however,
that the Company  will not be liable to UIH (i) to the extent that it is finally
judicially determined that such Liabilities resulted from the willful misconduct
or gross negligence of UIH; or (ii) to the extent that it is finally  judicially
determined that such Liabilities  resulted  solely,  from the material breach by
UIH  of  any  representation,  warranty,  covenant  or  other  agreement  of UIH
contained  in the  Underwriting  Agreement  relating to UIH or its  subsidiaries
other than the Company and its  subsidiaries;  and provided,  further,  however,
that if and to the extent that such  indemnification  is  unenforceable  for any

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reason,  the  Company  shall make the  maximum  contribution  to the payment and
satisfaction  of such  indemnified  liability  which shall be permissible  under
applicable  laws.  The  indemnification  and  contribution  provided for in this
Section 3 will remain in full force and effect  regardless of any  investigation
made by or on behalf of UIH.

          (b)  INDEMNIFICATION   PROCEDURE;   NOTICE;  DEFENSE.  Promptly  after
becoming  aware of any  Liabilities  or the making of any claim or demand by any
third  party that may result in the  incurrence  of any  Liabilities,  UIH shall
notify the  Company of such  incurrence,  claim or  demand;  provided,  that the
failure of UIH to so notify the  Company  shall not  relieve  the Company of any
liability  under Section 3(a) hereof,  except if the Company has been materially
prejudiced  by such  failure  to be so  notified.  In case of any  notice to the
Company,  the Company shall be entitled to participate in, and if it wishes,  to
assume,  the defense of any such claim or demand and, after notice of its intent
to assume such defense,  the Company will not be liable for any attorney's  fees
or other expenses  subsequently  incurred by UIH in connection  with such claim;
provided, that UIH shall have the right to employ counsel to represent it if, in
the  reasonable  judgment of UIH's counsel,  there is reasonably  likely to be a
conflict of interest such that representation of UIH and the Company by the same
counsel, in which event the reasonable fees and expenses of appropriate separate
counsel  shall be borne by the  Company.  If the Company does not elect within a
reasonable  time  after  receipt  of notice to assume  the  defense  of any suit
brought to enforce a claim or demand referred to above, UIH shall be entitled to
assume  the  control of such  defense,  in which  case the  reasonable  fees and
expenses  incurred  by  UIH  in the  conduct  of  such  defense,  including  the
reasonable  fees and expenses of counsel,  shall be reimbursed by the Company as
the same are incurred from time to time by UIH (in addition to local counsel) in
connection with any one action or separate but similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances.
The Company  shall not,  without the prior  written  consent of UIH,  effect any
settlement of any pending or threatened  claim or action in respect of which UIH
is or could have been a party and indemnity could have been sought  hereunder by
UIH unless such  settlement  includes an  unconditional  release of UIH from all
liability on any claims that are the subject matter of such action.

     4.   COMPLIANCE BY THE COMPANY WITH UIH INDENTURES.

          (a) The  Company  shall  take  no  action  or  inaction  that  will or
reasonably  could result in a breach of (i) the Indenture,  dated as of February
5, 1998, by and between UIH and Firstar Bank of Minnesota, N.A. ("Firstar"),  as
trustee, as the same may be amended or supplemented (the "UIH Indenture"),  (ii)
the  Indenture,  dated as of April 29, 1999, by and between UIH and Firstar,  as
trustee, as the same may be amended or supplemented (the "1999 UIHo Indenture"),
(iii)  the   Indenture,   dated  as  of  May  14,  1996,   by  and  between  UIH
Australia/Pacific,  Inc., a Colorado  corporation  ("UIH A/P"), and Firstar,  as
trustee,  as the  same  may be  amended  or  supplemented  (the  "1996  UIH  A/P
Indenture"),  or (iv) the  Indenture,  dated as of September  23,  1997,  by and
between  UIH  A/P and  Firstar,  as  trustee,  as the  same  may be  amended  or
supplemented  (the  "1997  UIH  A/P,  Indenture"  and,  together  with  the  UIH
Indenture, 1999 UIH Indenture and the 1996 UIH A/Po Indenture, the "Indentures")
or any other indenture,  or agreement to which UIH or any of its subsidiaries is
party, including UIH A/P, governing indebtedness of UIH or such subsidiaries, as
the case may be, that replaces or  refinances  any  indebtedness  governed by an
Indenture or otherwise  provides funding to UIH or its  subsidiaries.  UIH shall
use, and shall cause it subsidiaries to use,  reasonable  efforts to assure that
any such  replacement,  refinancing or supplemental  indentures or agreements do
not contain  covenants  that are materially  more  restrictive on actions of the
Company by reason of this paragraph, taken as a whole, than the Indentures.

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          (b) The  Company  shall  take  no  action  or  inaction  that  will or
reasonably could result in UIH or a subsidiary  being required,  pursuant to the
terms of an Indenture or of any such  replacement,  refinancing or  supplemental
indenture or  agreement,  to take any action  materially  adverse to UIH or such
subsidiary  as a result of action taken or omitted to be taken by the Company or
any of its controlled affiliates.  The Company agrees that it and its controlled
affiliates  shall apply the  proceeds of the Offering in such a manner that none
of UIH,  UIH A/P or any  other  subsidiary  of UIH shall be  required  to repay,
repurchase  or reacquire or offer to pay,  purchase or acquire,  pursuant to the
terms of an Indenture or any replacement,  refinancing or supplemental indenture
or agreement, or to repay repurchase or reacquire any outstanding notes or other
obligations.  The Company  shall  assure that its  subsidiaries  and  controlled
affiliates comply with this paragraph 4.

     5.  OBLIGATIONS  OF UAP.  Upon the request of UIH or UAP, the Company shall
make capital contribution to its subsidiaries Saturn  Communications  Limited or
Austar  Entertainment  Pty Limited in  satisfaction of obligations of UAP or any
other subsidiary of UIH undertaken in connection with financing obtained by such
subsidiaries.

     6. TERM;  TERMINATION.  This Agreement shall remain in effect from the date
first set forth above except to the extent this Agreement is terminated pursuant
to this Section 5. This Agreement  shall  terminate,  except with respect to any
claims for breach of this  Agreement  arising before such  termination,  (i) for
purposes of Section 1, when UIH ceases to hold,  directly or indirectly,  50% or
more of the outstanding ordinary shares of the Company on a fully diluted basis,
and (ii) for  purposes  of  Section 5, when UAP or any other UIH  subsidiary  no
longer has any capital  contribution  obligations  undertaken in connection with
financing obtained by subsidiaries of the Company, but shall otherwise remain in
effect.

     7. ASSIGNMENT  SUCCESSORS.  Except as otherwise  provided  herein,  neither
party hereto may assign or transfer any of its interests, or delegate any of its
obligations,  hereunder  without the prior  written  consent of the other party.
UIH,  upon  written  notice to the  Company,  may assign its  interests  in this
Agreement  to any  affiliate  of UIH, in which event  references  to UIH in this
Agreement  shall  refer  to  such  affiliate  to the  extent  appropriate.  This
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and their respective successor and assigns.

     8.   MISCELLANEOUS.

          (a)  AMENDMENT;  WAIVER.  The Agreement may not be amended nor may any
rights  hereunder be waived  except by an  instrument  in writing  signed by the
parties hereto.  The waiver of any breach of any term or condition  hereof shall
not be deemed a waiver of any other or subsequent breach. No failure to exercise
and no delay in exercising, on the part of either party hereto, any right, power
or privilege  hereunder shall operate as a waiver thereof,  nor shall any single
or partial  exercise of any right,  power or privilege  hereunder,  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.  The rights and  remedies  herein  provided  are  cumulative  and not
exclusive of any rights or remedies at law.

          (b) FURTHER ASSURANCES. Each party hereto shall execute,  acknowledge,
deliver,  file and record such further  certificates,  amendments,  instruments,
agreements  and  documents,  and do all such  other acts and  things,  as may be
required by law or as, in the reasonable  opinion of either party hereto, may be
necessary or advisable to carry out the intents and purposes hereof.

          (c) HEADINGS.  Titles and headings of the sections,  of this Agreement
are for  convenience  of reference only and do not form a part of this Agreement
and shall not in any way affect the interpretation of this Agreement.


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          (d) ENTIRE  AGREEMENT.  This  Agreement  is the entire  agreement  and
understanding  between the parties  hereto  concerning the subject matter hereof
and supersedes and replaces all prior agreements and understandings  between the
parties hereto with respect thereto.

          (e)   SEVERABILITY.   If  any  provision  of  this  Agreement  or  the
application  thereof  to any  person  or  circumstance  is held  by a  court  of
competent  jurisdiction  to be invalid,  void or  unenforceable,  the  remaining
provisions  hereof,  or the  application  of such  provisions to such persons or
circumstances  other than those to which it has been  invalid or  unenforceable,
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated thereby.

          (f) GOVERNING LAW. This  Agreement  shall be governed by and construed
in  accordance  with the laws of the State of Colorado,  other than its rules of
conflicts  of laws to the  extent  that the  application  of the laws of another
jurisdiction would be required thereby.

          (g) NOTICES. All notices,  demands or other communications to be given
under or by reason of this Agreement  shall be in writing and shall be deemed to
have  been  received  when  delivered  personally,  by  facsimile  or  mailed by
certified or registered mail, return receipt  requested and postage prepaid,  as
follows:

              (i)    If to UIH, to it at:

                     United International Holdings, Inc.
                     4643 South Ulster Street, Suite 1300
                     Denver, Colorado 80237, U.S.A.
                     Facsimile:  (303) 770-4207
                     Attention:  President
                     Copy to:  Legal Department

              (ii)   If to the Company, to it at:

                     AUSTAR  United  Communications  Limited 4643
                     South  Ulster  Street,  Suite  1300  Denver,
                     Colorado 80237, U.S.A.
:                    Facsimile:  (303) 770-4207:
                     Attention:  President
                     Copy to:  Legal Department

Either  party  hereto may change its  address  for  notices,  demands  and other
communications  hereunder by giving  notice of such change to the other party in
accordance with this Section 7(g).

          (h) NO  THIRD-PARTY  BENEFICIARIES.  Notwithstanding  anything  to the
contrary herein, no person shall be a third-party beneficiary to this Agreement.

          (i)  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
counterparts, each of which, when executed, shall constitute an original of this
Agreement, and all of which together shall constitute one instrument.


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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to
be effective as of the date first set forth above.

                                       UNITED INTERNATIONAL HOLDINGS, INC., a
                                       Delaware corporation


                                       By:      /S/Michael T. Fries
                                          -------------------------------------
                                       Name:    Michael T. Fries
                                       Title:   President



                                       AUSTAR UNITED COMMUNICATIONS LIMITED, a
                                       Delaware corporation


                                       By:      /S/Michael T. Fries
                                          -------------------------------------
                                       Name:    Michael T. Fries
                                       Title:   President





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