Exhibit 10.9
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                          MANAGEMENT SERVICES AGREEMENT

     THIS MANAGEMENT  SERVICES  AGREEMENT (the  "Agreement") is made and entered
into this 24th day of June, 1999, by and between UNITED INTERNATIONAL  HOLDINGS,
INC., a Delaware corporation doing business as UnitedGlobalCom  ("United"),  and
AUSTAR  UNITED  COMMUNICATIONS  LIMITED,  a New  South  Wales  corporation  (the
"Company").  This  Agreement  amends and replaces in its entirety the Management
Services Agreement dated the 16th day of June, 1999.

                                    Recitals
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     A.  United   indirectly   owns  interests  in   multi-channel   television,
programming and telecommunications operating companies throughout the world. The
Company is acquiring from certain  subsidiaries of United ownership interests in
certain operating companies that are engaged in such activities in Australia and
New Zealand and desires to engage the Company to provide certain services to the
Company and its subsidiaries  and affiliates.  The Company will benefit from the
services  United  performs  for,  and expenses  United  incurs on behalf of, the
Company.

     B.  United  has  incurred,   directly  and  through  its  subsidiaries  and
affiliates,  overhead and other  expenses on behalf of the  operating  companies
that are being  acquired by the Company and will continue to incur such overhead
and other expenses on behalf of the Company and such operating  companies  under
this Agreement.  These include  expenses  incurred in relation to services to be
provided  to  the  Company  and  its  subsidiaries  and  controlled  affiliates,
including legal,  accounting,  financial  reporting,  investor relations,  human
resources,  information technology,  equipment procurement and testing services,
corporate  finance   activities  and   administration  of  expatriate   employee
relationships and benefits (the "General Services").

     C. United provides and will continue to provide,  under this Agreement,  to
the Company and its subsidiaries and affiliates certain technical, marketing and
management assistance with respect to their respective businesses as required by
the Company from time to time and agreed to by United (the  "Business  Services"
and, together with the General Services, the "Services").

     D. The parties have agreed on an equitable  allocation and reimbursement of
such  expenses  and the payment for  services to be  performed by United and its
subsidiaries and affiliates.

                                    Agreement
                                    ---------

     1.   PERFORMANCE OF SERVICES.

          1.1  SERVICES.  United will  perform the Services for the Company in a
manner  consistent with the Services  previously  performed for the subsidiaries
being acquired by the Company from other  subsidiaries  of United.  United shall
provide to the Company such other services as are requested from time to time by
the Company's Board of Directors and agreed to by United.

          1.2  BUSINESS SERVICES.

               1.2.1  APPOINTMENT.  The Company  hereby  engages United as its a
technical  advisor and business  consultant to provide  services with respect to
the design, construction, operation, maintenance,  administration, marketing and
programming of the satellite  direct to home ("DTH"),  multi-point  distribution

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systems  ("MMDS") and cable  television  systems  ("Cable") and the provision of
internet and other  telecommunication  services  ("Telecom"),  and United hereby
accepts such engagement pursuant to the terms of this Agreement.

               1.2.2  GENERAL DUTIES OF UNITED.

                      1.2.2.1  From  time  to  time  United  may,   through  its
officers,  employees,  agents and other personnel,  provide technical assistance
and  consulting  services  to the Company in  accordance  with the terms of this
Agreement.  The extent,  amount and timing of services  provided by United under
this Agreement may be determined by United in its  discretion  based on United's
assessment of the Company's requirements after consultation with the Company.

                      1.2.2.2  United  shall devote its best efforts to carrying
out the advisory and consultancy functions,  and performing the duties specified
in this Agreement in a  professional,  expert and diligent  manner in accordance
with the standards United customarily  applies in the operation or management of
companies engaged in the DTH, MMDS, Cable and Telcom businesses  otherwise owned
or managed by United.

                      1.2.2.3  United  shall  provide  such  personnel  (whether
employed  by United or any of its  affiliates)  as are  reasonably  required  to
fulfill its obligations under this Agreement.  To the extent  appropriate,  such
personnel shall provide the services  specified in this Agreement on-site at the
offices of the  Company.  Any key  executives  seconded by United to the Company
pursuant to the Secondment  Agreement (as hereinafter defined) shall, subject to
the  oversight  and  supervision  of  the  Company's  Board  of  Directors,   be
responsible for the general management and administration of the business of the
Company  and  shall  further   assume  and  discharge  the  following   specific
operational and functional  tasks: (i) negotiate  programming  agreements;  (ii)
determine  product  pricing;  (iii) interact with  subscribers;  (iv) manage and
develop technology used in the Company's business; (v) manage any joint ventures
to which the Company or its  subsidiaries is party;  and (vi) provide advice and
services in relation to the financing, management,  administration and operation
of investments made by the Company.

                      1.2.2.4 United shall at all times perform its duties under
this  Agreement  for the benefit of the Company and act in  accordance  with the
provisions of any business plan adopted by the Company.

               1.2.3 SPECIFIC  DUTIES OF UNITED.  United shall provide,  through
advice,  consultation and other means,  technical assistance to the Company with
respect to the matters described below:

                      1.2.3.1 DESIGN AND  CONSTRUCTION OF THE DTH, MMS AND CABLE
SYSTEMS.

          (a) United shall assist in the management of all aspects of the design
and construction of the DTH, MMDS, Cable and Telcom  operations and shall advise
on the  implementation  of any design and  construction  plan.  The issues to be
considered by United in developing and  implementing the design and construction
of should include,  without limitation,  the following matters:  (i) the type of
equipment  to  be  used  in  the  construction;   (ii)   recommendations  as  to
manufacturers  of  equipment  and the  equipment  to be provided by them;  (iii)
appropriate costs and expenditures; (iv) terms of contracts for the purchase and
installation  of equipment;  (v) mapping of the franchise  areas using  in-house
computerized  design techniques;  (vi) the use of  electronics/fibretronics  for
both  above-ground  and  underground  installations;  (vii)  advice in selecting
contractors;  (viii)  recommendations  on methods to be used by  contractors  to
build the networks;  (ix) the acceptability of prices and bids for construction;

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(x) policies for supervision of construction work and scheduling of construction
work;  (xi)  techniques and methods for conduit and cable  placement;  and (xii)
advice on the location and  installation  of head-end and other  transmission or
reception equipment and the selection and purchase of that equipment.

          (b)  United  shall   investigate  and  assist  the  Company  with  the
conclusion of, financial and credit arrangements with manufacturers,  suppliers,
contractors  and the like.  United  shall make  available,  if  appropriate  and
practicable,  use of United's purchasing services and contracts,  including bulk
purchasing and discount  rights  available to United or its affiliates  where it
has the right to do so.

          (c) United shall assist the Company with the filling of the television
channels  of the  network  through  the  selection  of  programming  offered  by
international sources.

                      1.2.3.2 MARKETING FOR THE COMPANY.  United shall assist in
the  management  of the  marketing,  selling and  advertising  functions  of the
Company,  including  assistance and advice in relation to (i) the development of
sales  procedures  and  reporting  functions,  (ii)  incentive  programs,  (iii)
training of sales personnel, (iv) brochures and advertising programs, (v) advice
on selection and packaging of basic and pay  channels,  (vi) customer  complaint
handling,  (vii) billing and rates and (viii) promotional offers and other sales
techniques.

                      1.2.3.3  SUBSCRIBER  MANAGEMENT AND  INFORMATION  SYSTEMS.
United  shall assist in the  management  of the design,  planning,  acquisition,
implementation,  operation  and  monitoring  of all  phases  of the  information
technology  associated  with the  networks  including,  but not  limited to, the
following:  (i) an  addressable  control  system  which  directly  controls  the
converters and head-end equipment attached to the networks;  (ii) computer aided
design and drafting  which assists  network  designers to engineer the networks;
(iii) a  project  management  system  which  tracks  materials,  time and  money
associated  with the  construction  phase of the project;  (iv) a purchasing and
material  acquisition  system which functions to control material  acquisitions,
handling and issuance;  (v) an  accounting  system  including a nominal  ledger,
payables,   receivables,   payroll,   budgeting,  fixes  assets  and  management
reporting; (vi) office systems, including word processing,  planning,  graphics,
and electronic  mail systems;  (vii) a subscriber  management and billing system
which  controls all daily  real-time  operations  of the cable system  including
marketing,   new   installation,   changes  of   service,   pay-per-view   event
authorization, disconnections, automatic addressable control system interaction,
sales  material,  service calls,  technician  work force  management,  converter
inventory,   billing,  plant  statistics  reporting,  homes  passed  management,
subscriber  accounts  receivable,  point-of-sale  cashier  stations,  subscriber
demographic  information and the like; and (viii) miscellaneous  related systems
such as vehicle  management,  advertising sales and tracking systems,  automated
telephone  response units,  status monitoring  systems,  and other systems which
directly connect and interact with the various systems mentioned above.

                      1.2.3.4 PERSONNEL AND TRAINING.

          (a) United shall provide advice on the  establishment of standards and
methods for the selection, training, monitoring and work safety of the personnel
involved in the operation or administration of the networks.

          (b) United shall:  (i) provide  training for  officers,  employees and
agents of the Company;  (ii) subject to the direct supervision of the Company or
its  representatives,  assign  personnel  to  undertake  advisory,  training and
operational  duties  in  the  Company;  and  (iii)  assist  the  Company  in the
identification  and  evaluation of candidates  with the relevant  experience for
senior management positions.

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          (c) The  Company  shall at all  times  and at the cost of the  Company
maintain relevant  personal damages and third party liability  insurance for all
employees and personnel of United providing on-site services.

          (d) Each person  selected by the Board of  Directors of the Company or
any of its  significant  subsidiaries  to serve as an  executive  officer of the
Company or such  subsidiary  (or  otherwise  designated or permitted to serve as
such) first shall be  nominated  to serve as such by United in  accordance  with
this Section 1.2.3.4. The Company shall notify United whenever it has determined
that a person should be considered  for election or  designation as an executive
officer  of  the  Company  or  any  such  subsidiary,  including  persons  to be
reappointed as such. Upon receipt of such a  notification,  United shall consult
with the Company,  including  its Board of Directors if  appropriate,  as to the
requirements of such position,  possible  candidates and the like.  United shall
either  nominate  for election or  designation  by the Board of Directors of the
Company or such  subsidiaries  candidates  for such positions or, as to any such
position,  shall  indicate that it does not intend to propose a candidate.  If a
candidate  nominated  by  United  is not  approved  by the  applicable  Board of
Directors,  the Company shall promptly notify United and United may nominate for
election  or  designation  by the  Board of  Directors  of the  Company  or such
subsidiary a different  person to serve in such  position.  If United  indicates
that it does not intend to propose a  candidate,  the Board of  Directors of the
Company  or such  subsidiary  may  appoint a person  to serve  that has not been
nominated by United.

          (e) For purposes of this Section 1.2.3.4, an "executive officer" of an
entity shall include its chief  executive  officer,  president,  chief operating
officer,  chief financial  officer,  any vice president in charge of a principal
business unit, division or function (such as engineering,  sales, administration
or  finance)  and other  officer or other  person who  performs a policy  making
function for the entity.

          1.3 INDEPENDENT CONTRACTOR/OTHER ASSISTANCE.

          (a) In the performance of its duties and  responsibilities  under this
Agreement,  United  is and will act  solely  as an  independent  contractor  and
nothing  contained in this Agreement or in the relationship  between the Company
and United constitutes, or may be construed to be or to create, a partnership or
joint venture between the Company and United.

          (b) The Company  shall make  available to United's  personnel  who are
performing  services under this Agreement  access to all records,  equipment and
areas  within the control of the Company as may be  reasonably  requested by the
personnel. United undertakes not to use any facilities or assistance provided by
the Company under this  Agreement  other than for the sole purpose of performing
its obligations pursuant to this Agreement.

     2.   FEES AND EXPENSES.

          2.1 FEE. For its Services under this Agreement, United shall receive a
fixed amount  monthly,  which amount shall be adjusted on or before January 1 of
each year for the  subsequent  year by the board of  directors  of United in its
reasonable  discretion  to allocate  otherwise  unallocated  corporate  overhead
expenses among United's operating companies,  including the Company, taking into
account the relative size of the operating  companies and their estimated use of
United resources.  United shall provide  background  information  supporting any
adjustment  in the monthly  fee upon  request of the Board of  Directors  of the
Company. The fixed amount payable by the Company for calendar year 1999 shall be
US$200,000 per month, and may not be increased by more than 15% in any one year.


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          2.2 EXPENSES.  During the period of this Agreement,  the Company shall
reimburse United for all direct and other expenses reasonably incurred by United
and its  employees and other  personnel in the provision of Services  under this
Agreement.  Such expenses will be reimbursed at cost upon receipt of the related
invoice and shall include (i) travel, meal, lodging and entertainment  expenses,
(ii) salary and reasonable  administrative  expenses and (iii) fees and expenses
of advisors, consultant and independent contractors (such as accountants, market
consultants  and legal  advisors)  engaged  by United  with the  consent  of the
Company.  United may second employees to the Company and its  subsidiaries  upon
consultation with the Company.  If so, the relationship  between the Company and
United with respect to such  employees  and the  reimbursement  of related costs
shall be governed by the Master Seconded  Employee  Services  Agreement  between
United and the Company of even date herewith (the "Secondment Agreement").

     3. LIABILITY AND INDEMNIFICATION.  Neither United nor any of its directors,
officers,  employees,  agents or legal  representatives shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company or
any of its directors or officers (or their  affiliates)  for any loss,  claim or
damage  asserted  against or incurred by the Company or any of its  directors or
officers (or any affiliate  thereof)  arising out of or in  connection  with the
provision by United of the  Services,  except to the extent such loss,  claim or
damage is caused by gross  negligence  or  willful  misconduct  of  United.  The
Company, to the maximum extent permitted by law, shall indemnify and keep United
fully  indemnified from and against any loss, claim or damage incurred by United
as a result of any  action or claim  brought  against  it by any third  party in
respect  of the  provision  by  United of the  services  stipulated  under  this
Agreement,  except  to the  extent  caused by the gross  negligence  or  willful
misconduct of United.

     4. TERM.  This Agreement  shall be effective upon the date hereof and shall
continue until December 31, 2010. This Agreement may be terminated by either the
Company or United (i) upon 30 days prior written notice to the other at any time
after the  aggregate  direct or indirect  ownership  by United of the  Company's
ordinary  shares is below 10 percent or (ii) upon a material breach by the other
party of any of its respective  obligations under this Agreement and such breach
remaining  uncured  for a  period  of  (A)  30  days,  in the  case  of  payment
obligations  under  this  Agreement,  or (B) 90 days,  in the case of all  other
obligations  under this  Agreement.  The  obligation of either party for matters
accruing prior to any termination of this Agreement shall not be affected by any
such termination.

     5.   MISCELLANEOUS.

          5.1 WAIVER.  Any term or condition of this  Agreement may be waived at
any time by the party  that is  entitled  to the  benefit  thereof,  but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party  waiving such term or  condition.  No waiver by any
party of any term or condition of this Agreement,  in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by law or otherwise  afforded,  will he  cumulative  and not
alternative.

          5.2 AMENDMENT.  This Agreement  shall not be amended or modified,  nor
rights hereunder waived, except by a writing, signed by both parties.

          5.3 NO  THIRD-PARTY  BENEFICIARY.  The  terms and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties hereto to confer third-party beneficiary rights upon any person.

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          5.4 INVALID PROVISIONS.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (a) such  provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part hereof,  (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal
valid and enforceable provision as similar in terms to such illegal,  invalid or
unenforceable provision as may be possible.

          5.5  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.  The parties  acknowledge
that the  persons  named  below have the  requisite  authority  to execute  this
Agreement and bind their respective principals.

          5.6 GOVERNING LAW. This  Agreement  shall be governed by and construed
in accordance with the laws of the State of Colorado.

          5.7 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,  or when transmitted by facsimile
or by overnight delivery service, addressed as follows:

              (i)      If to United, 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 Austar United  Communications  Limited, 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 6.7.


          5.8 ASSIGNMENT;  BINDING EFFECT. This Agreement may not be assigned by
either party without the prior written consent of the other,  except that United
may assign this  Agreement to any affiliate of United without such prior written
consent.  This  Agreement  shall bind the parties  hereto and their  assigns and
successors in interest.

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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date 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
                                      New South Wales corporation


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








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