Exhibit 10.11
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                   MASTER SECONDED EMPLOYEE SERVICES AGREEMENT

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

                                    Recitals
                                    --------

     A. UIH has seconded or will second  certain of its employees to the Company
and to certain  entities (the  "Operating  Companies")  operating and developing
multi-channel  subscription television systems and other businesses in which the
Company owns interests.

     B. This Agreement  sets forth the terms and  conditions  upon which certain
employees of UIH have been, or may be, seconded to the Company and the Operating
Companies.

                                    Agreement
                                    ---------

     The parties hereto agree as fol9lows:

     1.   DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:

          (a) "Affiliate"  means,  with respect to any Person,  any other Person
who or  which,  directly  or  indirectly,  through  one or more  intermediaries,
controls, is controlled by or is under common control with such Person. For this
purpose,  "control"  means the power to  manage,  directly  or  indirectly,  the
operation of the business of a Person,  whether  through the ownership or voting
securities, by contract or otherwise.

          (b) "Company Losses" has the meaning specified in Section 4(b).

          (c) "Costs" has the meaning specified in Section 3(a).

          (d) "Indemnified Party" has the meaning specified in Section 4(c).

          (e) "Indemnifying Party" has the meaning specified in Section 4(c).

          (f) "Operating Companies" has the meaning specified in Recital A.

          (g) "Person" means any  individual,  corporation,  partnership,  firm,
joint venture,  joint stock company,  limited liability company,  trust, estate,
unincorporated organization, governmental or regulatory body or other entity.

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          (h) "Seconded  Employees" means the individuals  seconded  pursuant to
this Agreement.

          (i) "UIH Losses" has the meaning specified in Section 4(a).

     2.   SECONDMENTS.

          (a) SECONDED EMPLOYEES; REASSIGNMENT. All employees and consultants of
UIH that are now  seconded  to the  Company  or to its  Operating  Companies  as
evidenced by the books and records of UIH will continue to be seconded  pursuant
to this  Agreement.  In  addition,  at the  Company's  request,  UIH may  second
additional  key  executives,  employees  and  consultants  to the Company or its
Operating  Companies  pursuant to this  Agreement from time to time as agreed by
the parties hereto and, in the case of key executives  nominated by UIH pursuant
to the terms of the Management  Services Agreement of even date herewith between
UIH and the Company (the  "Management  Agreement"),  pursuant to the  Management
Agreement.  Each  Seconded  Employee may be reassigned by the Company to another
Operating Company at any time subject to such Seconded Employee's agreement with
UIH and the Company  ("Employee  Contract"),  but without UIH's consent,  unless
such consent or the approval of UIH or its  representatives is required pursuant
to the  terms  of any  other  agreement  or  understanding  between  UIH and the
Company.

          (b) WORK PERMITS; NO ALTERATION OF EMPLOYMENT CONTRACTS.  With respect
to each Seconded  Employee and where  appropriate,  the Company shall obtain, or
shall cause to be obtained,  any visas,  work permits and such other permissions
or consents of whatever nature that may be necessary and arrange for any medical
examinations  or medical  reports that may be required.  If any of the foregoing
visas, permits, permissions or consents are already in place in UIH's name, such
visas, permits,  permissions or consents shall be deemed, as between the parties
hereto,  to be in the  Company's  name.  Except for its right to  terminate  any
Seconded Employee's  employment  according to Section 2(d) and during the period
of such Seconded Employee's secondment hereunder,  UIH shall not alter any terms
of the Employee  Contract or any  agreement or other  document  evidencing  such
Seconded  Employee's  employment  without the Company's  prior written  consent,
except that without the Company's  consent UIH, on its own  initiative or at the
direction  of its  third-party  insurance  carriers,  may  change  the terms and
features of its standard benefit package,  its "Tax Equalization Policy" and its
policies regarding repatriation of Seconded Employees.

          (c) RIGHTS AND DUTIES;  EMPLOYEES  OF UIH.  During the period that the
Seconded  Employees  are  seconded  hereunder,  (i) they shall have the  rights,
duties  and  responsibilities  assigned  from time to time by the  Company or an
Operating  Company,  as  applicable,  pursuant  to the  terms  of the  governing
documents of such Person;  and (ii) they shall remain employees of UIH and shall
continue to receive  their  salaries and other  employee  benefits from UIH. The
Company and any Operating  Company may provide  additional  remuneration  to any
Seconded Employee in their discretion.

          (d) TERMINATION OF SECONDMENTS; TERMINATION OF EMPLOYMENT. The Company
may  terminate  pursuant to the terms of the Employee  Contract  any  secondment
hereunder at any time without UIH's consent, unless such consent or the approval
of UIH or its  representatives  is  required  pursuant to the terms of any other
agreement or  understanding  with the  Seconded  Employee or between UIH and the
Company. The Company shall give UIH prompt notice of any such termination.  If a
Seconded  Employee's  employment by UIH terminates for any reason, such Seconded
Employee's  secondment pursuant to this Agreement shall terminate  automatically
on the date the Seconded Employee's  employment  terminates.  UIH shall give the
Company prompt notice of any such  termination of employment.  UIH may terminate
any Seconded Employee's  employment,  at any time without the Company's consent,
(i) if the Seconded  Employee's conduct  constitutes  willful misconduct that is

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materially  injurious to UIH or the Seconded Employee's conduct would constitute
a felony or other crime of moral turpitude where committed, (ii) if the Seconded
Employee  dies or  becomes  disabled  or (iii)  if the  Company  terminates  the
Seconded  Employee's  secondment  hereunder.  If  UIH  terminates  any  Seconded
Employee's  employment in accordance  with the preceding  sentence,  the Company
shall bear all the Costs of separation or severance resulting therefrom.  If UIH
terminates  any Seconded  Employee's  employment  otherwise,  UIH shall bear all
Costs of separation or severance resulting therefrom.

     3.   REIMBURSEMENT OF COSTS.

          (a) COSTS.  The Company shall  reimburse UIH for all costs,  expenses,
charges and  disbursements  (the "Costs") incurred by UIH in connection with the
secondment of the Seconded Employees to the Company and the Operating Companies,
including without limitation any cost, expense,  charge or disbursement  arising
by  virtue  of the  terms of any  agreement  or other  document  evidencing  any
Seconded Employee's  employment,  any compensation and employee benefits paid to
or provided for the Seconded  Employees,  any cost of living  differential,  any
housing allowance, any tax equalization cost borne by UIH relating to the period
of secondment,  relocation  costs incurred by UIH in connection with sending the
Seconded  Employees to the location for their  secondments,  repatriation  costs
incurred by UIH in  connection  with  returning  the  Seconded  Employees to the
United States of America, any automobile expense, any temporary living .expense,
any home leave expense and any other  out-of-pocket,  expense incurred by UIH in
connection  with this  Agreement and employment of the Seconded  Employees.  The
Company  shall  reimburse or shall cause the  appropriate  Operating  Company to
reimburse,  the  Seconded  Employees  directly  for any  out-of-pocket  expenses
incurred by them in connection  with the  performance  of their  services to the
Company  or the  Operating  Companies,  as  applicable,  and if UIH has  paid or
reimbursed such expenses, the Company shall reimburse UIH for such expenses.

          (b) INVOICES;  PAYMENT. UIH shall invoice the Company periodically for
the Costs.  The Company  will pay, or cause its  Operating  Companies to pay, as
applicable,  all such  invoices  promptly,  but not later than 30 days after the
Company receives such invoices, in immediately available,  U.S. dollar funds and
in accordance with the other payment instructions indicated thereon. Interest on
late  payments  shall  accrue  at the  lesser  of (i) 15% per  annum or (ii) the
highest legal rate that may be-charged for late payments in such circumstances.

          (c) TAX GROSS UP. All payments to UIH  hereunder  shall be received by
UIH without  deduction for any taxes. If the Company or any Operating Company is
required by law to withhold or otherwise  deduct any taxes in respect of any sum
payable  to UIH  hereunder,  the sum  payable to UIH shall be  increased  by the
amount  necessary  so that  after  making  all  required  deductions,  including
deductions  applicable to  additional  sums by which the original sum payable to
UIH is increased  pursuant to this  Section  3(c),  UIH shall  receive an amount
equal to the sum it would have received had no such deductions been made. If the
Company  or such  Operating  Company  deducts  withholding  taxes  from any sums
payable  to UIH  hereunder,  then the  Company  shall  deliver,  or  cause  such
Operating Company to deliver, to UIH at the same time that such sums are due and
payable to UIH,  the  original  of a  document  evidencing  the  payment of such
withholding taxes.

     4.   LIABILITY/INDEMNITY.

          (a) UIH LOSSES.  The Company is responsible for the supervision of the
Seconded Employees during their secondment hereunder.  The Company hereby agrees
to indemnify UIH and to hold harmless  UIH, its  Affiliates,  and except for the
Seconded Employee in question, its and their officers, directors,  employees and
agents from and against all liabilities,  losses,  costs or expenses  (including
reasonable attorneys' fees and expenses) actually incurred by UIH resulting from
(i) any act,  error or omission,  intentional,  negligent or  otherwise,  of any

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Seconded Employee as though such Seconded  Employee were the Company's  employee
or (ii) the willful  misconduct or gross negligence of the Company in performing
its obligations  under this Agreement (all such  liabilities,  losses,  costs or
expenses,   collectively  "UIH  Losses").  UIH  shall  not  be  liable  for  any
liabilities,  losses,  costs or expenses,  consequential  or otherwise,  arising
from,  in whole or in  part,  any  Seconded  Employee,  which  shall be the sole
responsibility of the Company.

          (b) COMPANY LOSSES.  UIH hereby agrees to indemnify the Company and to
hold harmless the Company, its Affiliates,  and except for the Seconded Employee
in question,  its and their officers,  directors,  employees and agents from and
against  all  liabilities,  losses,  costs  or  expenses  (including  reasonable
attorneys' fees and expenses)  actually  incurred by the Company  resulting from
the willful  misconduct or gross negligence of UIH in performing its obligations
under  this  Agreement  (all  such  liabilities,   losses,  costs  or  expenses,
collectively "Company Losses").

          (c)  INDEMNIFICATION   PROCEDURE;  NOTICE;  DEFENSE.  Promptly   after
becoming  aware of. any UIH  Losses or Company  Losses,  as  applicable,  or the
making  of any  claim or  demand  by any  third  party  that may  result  in the
incurrence of a UIH Loss or a Company Loss, as applicable, the party indemnified
(the  "Indemnified  Party")  pursuant  to this  Section 4 will  notify the party
providing  indemnification  (the "Indemnifying  Party") pursuant to Section 4 of
this Agreement of such incurrence,  claim or demand;  provided, that the failure
of the Indemnified  Party to so notify the Indemnifying  Party shall not relieve
the  Indemnifying  Party of any liability under Section 4(a) or 4(b) hereof,  as
applicable, except if the Indemnifying Party has been prejudiced by such failure
to be so  notified.  In  case  of any  notice  to the  Indemnifying  Party,  the
Indemnifying  Party 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  Indemnifying  Party  will not be liable  for any
attorney's fees or other expenses subsequently incurred by the Indemnified Party
in connection with such claim;  provided,  that the Indemnified Party shall have
the right to employ  counsel to represent it if, in the  reasonable  judgment of
the Indemnified Party's counsel,  there is reasonably likely to be a conflict of
interest such that  representation of the Indemnifying Party and the Indemnified
Party by the same counsel would violate applicable  professional  standards,  in
which event the  reasonable  fees and expenses of appropriate  separate  counsel
shall be borne by the  Indemnifying  Party. If the  Indemnifying  Party 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, the Indemnified
Party shall be entitled to assume the control of such defense, in which ease the
reasonable fees and expenses  incurred by such Indemnified  Party in the conduct
of such defense, including the reasonable fees and expenses of counsel, shall be
reimbursed by the Indemnifying  Party as the same are incurred from time to time
by such  Indemnifying  Party. In no event shall an Indemnifying  Party be liable
for the fees and expenses of more than one counsel for an Indemnified  Party (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.  No Indemnifying Party shall,  without the
prior written  consent of the  Indemnified  Party,  effect any settlement of any
pending or threatened claim or action in respect of which any Indemnified  Party
is or could have been a party and indemnity could have been sought  hereunder by
such Indemnified Party unless such settlement includes an unconditional  release
of such Indemnified  Party from all liability on any claims that are the subject
matter of such action.

     5.   TERM; TERMINATION; SURVIVAL

          (a) This Agreement is effective on the date hereof, and shall continue
until the date of its termination pursuant to Section 5(b).


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          (b) This Agreement shall  terminate upon the written  agreement of the
parties hereto to such  termination.  No employees may be seconded by UIH to the
Company hereunder after the Management Agreement has been terminated.

          (c) No termination of this Agreement  shall affect any  obligations of
the parties hereto arising before or as a result of  circumstances  in existence
before such termination. The provisions contained in this Section 5 and Sections
4, 6, 7 and 8 shall survive any termination of this Agreement.

     6. CONFIDENTIALITY.  Each party hereto shall maintain in confidence,  treat
as  proprietary  and take all reasonable  measures to prevent  disclosure of all
information  and records (with the exception of publicly  available  information
and records)  concerning  the Seconded  Employees,  and will not use or disclose
such  information  and  records  other  than  for  performance  of such  party's
obligations  hereunder  or as such party may consider  necessary or  appropriate
pursuant to reporting requirements or other disclosure obligations under law.

     7. ASSIGNMENT.  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, and delegate its
obligations  under,  this Agreement to any Affiliate of UIH. In such event,  UIH
shall have no further  obligations or liability for matters  occurring after any
such  assignment is effective.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.

     8.   MISCELLANEOUS.

          (a) AMENDMENT;  WAIVER.  Except as otherwise provided in Section 8(h),
this 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)  INDEPENDENT  CONTRACTOR.  UIH is an  independent  contractor  and
nothing in this Agreement  shall be deemed or construed by the parties hereto or
any third party as creating the  relationship  of principal and agent,  employer
and  employee,  master and servant,  partnership  or joint  venture  between the
parties  hereto.  Nothing  herein  shall  prevent or prohibit  UIH or any of its
Affiliates from providing to any other Person services the same as or similar to
the services to be performed for the Company hereunder.

          (c) 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.

          (d)  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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          (e) 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.

          (f)   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 as 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.

          (g) 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.

          (h) 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 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 8(h).

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

          (j)  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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<PAGE>


     IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this Master
Seconded Employee Services Agreement 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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