Exhibit 10.18








                          Rules of the
                          Austar United Communications
                          Executive Share Option Plan





























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                  Contents


1 The Plan                                                                     2


2 Definitions                                                                  2


3 Eligibility                                                                  4


4 Participation                                                                5


5 Grant of Options                                                             5


6 Exercise of Options                                                          6


7 Cessation of Employment and lapsing of Options                               7


8 Changes in Circumstances                                                     7


9 Amendment                                                                    8


10 Powers of the Board                                                         8


11 Powers of the Administrator                                                 9


12 Contracts of Employment and Other Employment Rights                         9


13 Connection with other plans                                                 9


14 Notices                                                                     9


15 General                                                                    10


16 Plan Costs                                                                 10


17 Overseas Eligible Executives                                               10


18 Governing Law                                                              10



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                  Rules of the


                  Austar United Communications Executive Share Option Plan




1     The Plan
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      The purpose of the Austar  United  Communications  Executive  Share Option
      Plan is to provide  Eligible  Executives  with an incentive to remain with
      the Group and to improve  the longer term  performance  of the Company and
      return to its shareholders.



2     Definitions
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2.1   In these rules, unless the contrary intention appears:

      Administrator means the person (if any) selected by the Board to carry out
      the day to day administration of the Plan as contemplated by rule 11.1.

      Application Form means the form that the Board determines is to be used by
      Eligible Executives to apply for Options under the Plan;

      ASX means the Australian Stock Exchange Limited;

      Board means the board of directors of the Company or a committee appointed
      by the board of directors;

      Capital Event means any of the following:

          (a)  an offer is made by a person for the whole of the issued ordinary
               share  capital of the Company (or such part  thereof as is not at
               the time owned by the  offeror  or any  person  acting in concert
               with the offeror) and after announcement of the offer the offeror
               (being a person  who did not  Control  the  Company  prior to the
               offer) acquires Control of the Company;

          (b)  any other event  occurs  which  causes a change in Control of the
               Company; or

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          (c)  any other  event  which the  Board in its  discretion  reasonably
               considers should be regarded as a Capital Event;


      Certificate  means, in respect of an Option,  the certificate or statement
      in such form as the  Board may  approve  from time to time, issued  to the
      Participant  which discloses the number of Options entered in the register
      of Option holders in respect of the Participant.

      Company means Austar United Communications Limited;

      Control means, in relation to the Company either:

          (a)  the holding of more than one half of the issued share  capital of
               the Company; or

          (b)  the  ability  to control  the  composition  of a majority  of the
               Board.

      Disposal  Restriction  means the  restrictions  (if any) determined by the
      Board that are  required  to be  satisfied  before a Share  acquired  as a
      result  of the  exercise  of an  Option  by the  Participant  can be sold,
      transferred or otherwise dealt with by a Participant;

      Eligible  Executives means an employee (or a director including a director
      employed in an  executive  capacity or a  non-executive  director)  of the
      Group who is  declared by the Board to be an  Eligible  Executive  for the
      purposes of the Plan and any other  person who is declared by the Board to
      be Eligible Executives for the purposes of the Plan;

      Exercise Condition means the requirement that unexercised  Options granted
      shall not be exercisable  immediately but shall vest in equal  proportions
      over the  forty-eight  calendar  months  following the grant or such other
      vesting  conditions (if any)  determined by the Board that are required to
      be satisfied before an Option can be exercised;

      Exercise  Period  means the period in which an Option may be  exercised as
      set out in the Application Form, as varied in accordance with rule 7;

      Forfeiture Condition means the conditions (if any) determined by the Board
      that if satisfied shall result in any Option of the Participant lapsing;

      Group means the Company and its Subsidiaries;


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      Liquidation means the passing of a resolution for voluntary winding up, or
      the making of an order for the compulsory winding up of the Company;

      Listing Rules means the official listing rules of the ASX;

      Option means a right to subscribe for or acquire a Share;

      Participant means an Eligible Executive who holds one or more Options, and
      in the event of their death, their executor,  administrator or other legal
      personal representative;

      Plan means the Austar United  Communications  Executive  Share Option Plan
      established and operated in accordance with these rules;

      Share means a fully paid ordinary share in the capital of the Company;

      Subsidiary means a body corporate which is a subsidiary of the Company for
      the purposes of Part 1.2, Division 6 of the Corporations Law;

      Vested Option means an Option in respect of which all Exercise  Conditions
      have been met or which are otherwise immediately exercisable (including as
      contemplated by rule 6.3); and

      Year means the period of twelve calendar months  commencing on 1 July each
      year or such other period as the Board determines at its discretion.

2.2   In these rules, unless the context otherwise requires:

      (a)   words of one gender include the other genders;

      (b)   words importing the singular include the plural and vice versa;

      (c)   reference to a person  includes the legal personal  representatives,
            successors  and  assigns of that  person and also  corporations  and
            other entities recognised by law;

      (d)   a reference to the  Company's  Constitution  includes a reference to
            any  provision  having   substantially  the  same  effect  which  is
            substituted for or replaces the Consitution;

      (e)   a  reference  to  applicable   law  includes   applicable   laws  of
            jurisdictions  within or outside  Australia and the Listing Rules of
            ASX;

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      (f)   references  to any law includes  that law as amended,  re-enacted or
            replaced and any law that supersedes that law;

      (g)   a  reference  to a "rule" or  "these  rules" is to the rule of these
            rules (as the case may be) as amended from time to time; and

      (h)   headings   are  for   convenience   only  and  do  not   affect  the
            interpretation of these rules.



3     Eligibility
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      The Board may determine at any time that any Eligible  Executive shall not
      participate in the Plan if the Eligible Executive's participation would be
      unlawful.



4     Participation
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4.1   Subject to these rules, each Eligible  Executive as nominated by the Board
      shall be invited to complete an Application Form to receive Options.

4.2   The Board shall give each Eligible  Executive  the  following  information
      relevant to the Options together with the Application Form:

      (a)   the date of grant or intended date of grant;

      (b)   the total number of Options to be granted to the Eligible Executive;

      (c)   the Exercise Period;

      (d)   the exercise price or the method of determining the exercise price;

      (e)   the Exercise Conditions attaching to the Options (if any);

      (f)   the  Disposal  Restrictions  attaching  to the Options or any Shares
            issued on exercise (if any);

      (g)   the  Forfeiture  Conditions  attaching  to the Options or any Shares
            issued on exercise (if any);

      (h)   any other terms and conditions  relating to the grant which,  in the
            opinion of the Board,  are fair and reasonable but not  inconsistent
            with these rules;

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      (i)   in respect of the  initial  grant made to an Eligible  Executive,  a
            summary, or a copy of these rules; and

      (j)   any other  information  or documents  required to be notified by the
            Corporations Law or the Listing Rules.



5     Grant of Options
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5.1   The Board may grant Options to Eligible  Executives  upon  acceptance of a
      duly signed and completed Application Form.

5.2   Unless otherwise determined by the Board, no payment shall be required for
      the grant of Options.

5.3   An Option granted under the Plan shall not be capable of being transferred
      by the Participant.

5.4   A grant of  Options  under  this rule 5 must not  result in the  aggregate
      number of Shares:

          (a)  in  respect  of  which  Options  have  been  issued  but  not yet
               exercised in accordance with these rules;

          (b)  which have been issued or  transferred to  Participants  upon the
               exercise of Options in accordance with these rules;

          in the  preceding  five years  exceeding six per cent of the number of
          issued ordinary shares in the Company.

5.5   The Company must issue a Certificate  to a  Participant  in respect of the
      Options  granted to that  Participant.  The  Company  must comply with the
      Constitution,  the Listing Rules and the  Corporations Law with respect to
      the issue of the Certificate.

5.6   By completing and returning the Application Form, a Participant  agrees to
      be bound  by the  terms  of the  Application  Form,  these  rules  and the
      Company's Constitution.

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6     Exercise of Options
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6.1   The  exercise  of any Option  granted  under the Plan shall be effected in
      such form and manner as the Board may prescribe.

6.2   Subject to rule 6.3, an Option granted under the Plan may not be exercised
      unless the Exercise Conditions have been met.

6.3   Unless the Board determines otherwise,  unexercised Options shall vest and
      be  exercisable  whether  or not any  Exercise  Conditions  have  been met
      immediately upon the occurring of a Capital Event.

6.4   Subject to rule 7, a Vested Option of a Participant granted by the Company
      may only be  exercised  within the  Exercise  Period,  (such period not to
      extend beyond ten years from the date of grant.)

6.5   Upon exercise of an Option by a  Participant,  the Company  shall,  within
      such  time as the  Board in its  discretion  determines,  allot,  issue or
      procure the transfer to a  Participant  of the number of Shares in respect
      of which the Option has been exercised.

6.6   Shares  issued under the Plan shall rank  equally with all other  existing
      Shares  in  all  respects  including  voting  rights  and  entitlement  to
      participate in dividends and in future rights and bonus issues.

6.7   The  Company  must  apply for  quotation  on the ASX of  Shares  issued or
      allotted on the exercise of Options as soon as practicable  after issue or
      allotment.



7     Cessation of Employment and lapsing of Options
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7.1   If a Participant's employment or directorship with the Group ceases within
      six months of grant of Options  (including in the circumstances set out in
      rules 7.2 and 7.3),  or if such a  Participant's  employment is terminated
      for cause at any time,  all  Options  which  have not then been  exercised
      shall lapse.

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7.2   If a  Participant's  employment or  directorship  ceases due to the person
      becoming  disabled,  all  Vested  Options  at the  date of  cessation  are
      exercisable in the 12 months following  cessation (and the Exercise Period
      is amended accordingly), and all other Options immediately lapse.

7.3   If a  Participant's  employment or directorship  ceases due to death,  all
      Vested   Options  at  the  date  of  cessation  are   exercisable  by  the
      Participant's  estate  in the  12  months  following  cessation  (and  the
      Exercise Period is amended accordingly), and all other Options immediately
      lapse.

7.4   If a Participant's  employment or directorship ceases for any reason other
      than those contemplated by rules 7.1 to 7.3 inclusive,  all Vested Options
      at the date of cessation  are  exercisable  in the three months  following
      cessation (and the Exercise Period is amended accordingly),  and all other
      Options immediately lapse.

7.5   On Liquidation, all Options which are not Vested Options lapse.

7.6   If  Options  have not  lapsed  earlier  in  accordance  with  this rule 7,
      unexercised Options lapse at the end of the Exercise Period.



8     Changes in Circumstances
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8.1   Reconstruction

      In the event of any reconstruction (including consolidation, sub-division,
      reduction,  capital return, buy back or cancellation) of the share capital
      of the Company the number of Options to which each Participant is entitled
      and/or  the  exercise  price  of the  Options  shall be  reconstructed  in
      accordance  with the Listing Rules.  Options shall be  reconstructed  in a
      manner which will not result in any additional benefits being conferred on
      Participants which are not conferred on shareholders of the Company.

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8.2   New Issue of Shares

      Subject  to  the  Listing  Rules,   Participants   are  only  entitled  to
      participate in new issues of Shares to existing shareholders generally, if
      they have validly  exercised  their Options  within the relevant  Exercise
      Period and become  Shareholders prior to the relevant record date, and are
      then only entitled to  participate in relation to Shares of which they are
      the registered holder.



9     Amendment
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      Subject to the Listing Rules,  these rules may be amended or  supplemented
      by  resolution of the Board  including for the purposes of complying  with
      any applicable legislation or the Listing Rules.



10    Powers of the Board
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10.1  The Plan shall be managed by the Board which shall have power to:


      (a)   determine appropriate  procedures for the administration of the Plan
            consistent with these rules;

      (b)   resolve conclusively all questions of fact or interpretation arising
            in connection with the Plan;

      (c)   exercise  discretions  expressly  conferred  on it by these rules or
            which may otherwise be required in relation to the Plan; and

      (d)   delegate  to any one or more  persons  (for such  period and on such
            conditions as it may determine) the exercise of any of its powers or
            discretions arising under the Plan.

10.2  The Board may terminate or suspend the operation of the Plan at any time.

10.3  The Plan shall take effect on and from such date as the Board may resolve.


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10.4  In passing a resolution  to terminate or suspend the operation of the Plan
      or to add to or vary these rules, the Board must consider and endeavour to
      ensure  that  there  is  fair  and  equitable  treatment  as  between  all
      Participants.



11    Powers of the Administrator
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11.1  The Board may appoint an  Administrator  and may  determine  the terms and
      conditions of the  Administrator's  appointment.  The Board may remove the
      Administrator.

11.2  The Administrator shall administer the Plan in accordance with these rules
      and any  procedures  determined  by the Board and agreed to as between the
      Board and the Administrator.



12    Contracts of Employment and Other Employment Rights
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12.1  It is a condition  of these rules that the Plan may be  terminated  at any
      time at the  discretion  of the Board and that no  compensation  under any
      employment contract shall arise as a result.

12.2  The value of the Options shall not increase a Participant's income for the
      purpose of calculating any other employee benefits.

12.3  Participation in the Plan shall not confer on any Participant any right to
      future employment.



13    Connection with other plans
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      Unless the Board otherwise determines,  participation in the Plan does not
      affect,  and is not affected by,  participation  in any other incentive or
      other plan  operated  by the  Company  unless the terms of that other plan
      provide otherwise.

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14    Notices
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      Any notice or direction  given under these rules is validly given if it is
      handed to the person  concerned  or sent by ordinary  prepaid  post to the
      person's  last known address or given in any  reasonable  manner which the
      Board from time to time determines.



15    General
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      Notwithstanding  any rule, Shares may not be issued,  transferred or dealt
      with under the Plan if to do so would contravene the Corporations Law, the
      Listing Rules, or any other applicable laws.



16    Plan Costs
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16.1  Unless  otherwise  determined  by the  Board,  the  Company  shall pay all
      expenses, costs and charges in relation to the establishment and operation
      of the  Plan,  including  all  costs  incurred  in or  associated  with an
      allotment,  issue or  purchase  of Shares  for the  purposes  of  enabling
      Participants to exercise Options granted to them under the Plan.



17    Overseas Eligible Executives
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      The Company at the Board's discretion may:

      (a)   grant  options to Eligible  Executives  who are resident  outside of
            Australia; and

      (b)   make  regulations  for  the  operation  of the  Plan  which  are not
            inconsistent  with these rules to apply to Eligible  Executives  and
            Participants who are resident outside of Australia.



18    Governing Law
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      The laws of New South Wales, Australia, govern these rules.