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                                                                   EXHIBIT 10.36

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                       UNITED INTERNATIONAL HOLDINGS, INC.
                                STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                           (Effective March 20, 1998)

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                               TABLE OF CONTENTS
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                                                                       Page
                                                                       ----

ARTICLE I - GENERAL ...................................................  1
  1.1  Definition .....................................................  1
  1.2  Nature of Options ..............................................  1

ARTICLE II - OPTIONS ..................................................  1
  2.1  Participation ..................................................  1
  2.2  Grant ..........................................................  1
  2.3  Terms ..........................................................  2

ARTICLE III - AUTHORIZED STOCK ........................................  4
  3.1  The Stock ......................................................  4
  3.2  Adjustments for Stock Split, Stock Dividend, Etc. ..............  4
  3.3  Adjustments for Certain Distributions of Property ..............  4
  3.4  Distributions of Capital Stock and Indebtedness ................  5
  3.5  No Rights as Stockholder .......................................  5
  3.6  Fractional Shares ..............................................  5

ARTICLE IV - CORPORATE REORGANIZATION; CHANGE OF CONTROL ..............  5
  4.1  Reorganization .................................................  5
  4.2  Required Notice ................................................  5
  4.3  Acceleration of Exercisability .................................  6
  4.4  Change of Control ..............................................  6

ARTICLE V - GENERAL PROVISIONS ........................................  6
  5.1  Expiration .....................................................  6
  5.2  Amendments, Etc. ...............................................  6
  5.3  Treatment of Proceeds ..........................................  7
  5.4  Effectiveness ..................................................  7
  5.5  Fair Market Value ..............................................  7
  5.6  Section Headings ...............................................  7
  5.7  Severability ...................................................  7
  5.8  Rule 16b-3 .....................................................  7
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                      UNITED INTERNATIONAL HOLDINGS, INC.
                               STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


     The Board of Directors (the "Board") of United International Holdings,
Inc., a Delaware Corporation (the "Company"), hereby establishes the United
International Holdings, Inc. Stock Option Plan for Non-Employee Directors (the
"Plan"), effective March 20, 1998  (the "Effective Date").


                                    PURPOSES
                                    --------

     The purposes of the Plan are to provide to certain directors of the Company
who are not also employees of the Company added incentive to continue in the
service of the Company and a more direct interest in the future success of the
operations of the Company by granting to such directors options ("Options") to
purchase shares of the $.01 par value Class A common stock (the "Stock") of the
Company upon the terms and conditions described below.


                                   ARTICLE I
                                    GENERAL
                                    -------

      1.1 Definition.  For purposes of the Plan and as used herein, a "non-
          ----------
employee director" is an individual who (a) is a member of the Board and (b) is
not an employee of the Company.  For purposes of the Plan, an employee is an
individual whose wages are subject to the withholding of federal income tax
under section 3401 of the Internal Revenue Code of 1986, as amended from time to
time (the "Code").  A non-employee director to whom an Option is granted is
referred to herein as a "Holder."

      1.2 Nature of Options.  The Options granted hereunder shall be options
          -----------------
that do not satisfy the requirements of section 422 of the Code.


                                   ARTICLE II
                                    OPTIONS
                                    -------

      2.1 Participation.  Each non-employee director on the Effective Date and
          -------------
each non-employee director elected thereafter shall be eligible to receive
Options to purchase Stock in accordance with Section 2.2 on the terms and
conditions herein described.

      2.2 Grant.
          -----

          (a) Grant.  The Board, in its sole discretion, may grant Options to
              -----
individual non-employee directors.  The Board shall have full discretion as to
the number and date of the

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grant of Options and may grant Options covering different numbers of shares of
Stock to different directors.

          (b) Date of Grant.  The date on which a non-employee director receives
an Option hereunder is referred to as the date of grant of such Option.

          (c) Option Certificates.  Each Option granted under the Plan shall be
evidenced by a written stock option certificate (an "Option Certificate") issued
in the name of the non-employee director to whom the Option is granted.  The
Option Certificate shall incorporate and conform to the terms and conditions set
forth herein.

      2.3 Terms.  Options issued pursuant to the Plan shall have the following
          -----
terms and conditions in addition to those set forth elsewhere herein:

          (a) Number.  Each non-employee director shall receive under the Plan
Options to purchase the number of shares of Stock determined by the Board,
subject to adjustment as provided in Article III.  Such grants shall be
effective at the times specified in Section 2.2.

          (b) Price.  The price at which each share of Stock covered by the
Option may be purchased by each non-employee director shall be the Fair Market
Value (as defined in Section 5.5) of the Stock on the date of grant, subject to
adjustment as provided in Article III.

          (c) Duration of Options.  The period within which each Option may be
exercised shall expire ten years from the date the Option is granted (the
"Option Period"), unless terminated sooner pursuant to subsection (d) below or
fully exercised prior to the end of such period.

          (d) Termination of Service, Death, Etc.  The Option shall terminate in
the following circumstances if the Holder ceases to be a director of the
Company:

               (i) If the Holder is removed as a director of the Company during
     the Option Period for cause, the Option shall be void thereafter for all
     purposes.

               (ii) If the Holder ceases to be a director of the Company on
     account of disability within the meaning of Section 22(e)(3) of the Code,
     the Option may be exercised by the Holder (or, in case of death thereafter,
     by the persons specified in Section 2.3(d)(iii)) within one year following
     the date on which the Holder ceased to be a director (if otherwise within
     the Option Period), but not thereafter.  In any such case, the Option may
     be exercised as to all shares of Stock specified therein, notwithstanding
     Section 2.3(g).

               (iii)  If the Holder dies during the Option Period while still
     serving as a director or within the three-month period referred to in
     Section 2.3(d)(iv) below, the Option may be exercised by those entitled to
     do so under the Holder's will or by the laws of descent and distribution
     within one year following the Holder's death (if otherwise

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     within the Option Period), but not thereafter. In any such case, the Option
     may be exercised as to all shares of Stock specified therein,
     notwithstanding Section 2.3(g).

               (iv) If the Holder ceases to be a director within the Option
     Period for any reason other than removal for cause, disability or death,
     the Option may be exercised by the Holder within three months following the
     date of such termination (if otherwise within the Option Period), but not
     thereafter.  In any such case, the Option may be exercised only as to the
     shares as to which the Option had become exercisable on or before the date
     the Holder ceased to be a director.

          (e) Transferability, Exercisability.  Each Option granted under the
Plan shall not be transferable by a Holder other than by will or the laws of
descent and distribution and shall be exercisable during the Holder's lifetime
only by the Holder or, in the event of disability or incapacity, by the Holder's
guardian or legal representative.  Notwithstanding any other provision of the
Plan, no Option may be exercised unless and until the Plan is approved by the
stockholders of the Company in accordance with Section 5.4.

          (f)  Exercise, Payments, Etc.

               (i) The method for exercising each Option granted shall be by
     delivery to the Company of written notice specifying the number of shares
     with respect to which the Option is exercised.  The purchase of Stock
     pursuant to the Option shall take place at the principal office of the
     Company within thirty days following delivery of such notice, at which time
     the purchase price of the Stock shall be paid in full by any of the methods
     set forth in Section 2.3(f)(ii) or a combination thereof.  If the purchase
     price is paid by means of a broker's loan transaction as described in
     clause (C) of Section 2.3(f)(ii), in whole or in part, the closing of the
     purchase of the Stock under the Option shall take place on the date on
     which, and only if, the sale of Stock upon which the broker's loan was
     based has been closed and settled, unless the Holder makes an irrevocable
     written election, at the time of exercise of the Option, to have the
     exercise treated as fully effective for all purposes upon receipt of the
     purchase price by the Company regardless of whether or not the sale of the
     Stock by the broker is closed and settled.  A properly executed certificate
     or certificates representing the Stock shall be delivered to the Holder
     upon payment therefore.  If Options on less than all shares evidenced by an
     Option Certificate are exercised, the Company shall deliver a new Option
     Certificate evidencing the Option on the remaining shares on delivery of
     the outstanding Option Certificate for the Option being exercised.

               (ii) The exercise price shall be paid by any of the following
     methods or any combination of such methods, at the option of the Holder:
     (A) cash; (B) certified, cashier's or other check acceptable to the
     Company, payable to the order of the Company; or (C) delivery to the
     Company of irrevocable instructions to a broker to deliver promptly to the
     Company the amount of sale or loan proceeds required to pay the purchase
     price of the Stock; or (D) delivery to the Company of certificates
     representing the number of shares of Stock then owned by the Holder, the
     Fair Market Value of which (determined as of the date the notice of
     exercise is delivered to the Company) equals the price of the

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     Stock to be purchased pursuant to the Option, properly endorsed for
     transfer to the Company. No Option may be exercised by delivery to the
     Company of certificates representing Stock that has been held by the Option
     Holder for less than six months or such other period as shall be sufficient
     for the Company to avoid, if possible, the recognition of expense with
     respect to the Option for accounting purposes.

          (g) Service Required for Exercise.  Except as set forth in Sections
2.3(d), 4.3, 4.4 and 5.4, each Option shall become exercisable in increments of
1/48th of the total number of shares covered by the Option after each month of
continuous service by the Holder as a non-employee director of the Company
following the date of grant, unless the Board specifies otherwise at the time of
grant of the Option or subsequently modifies the Option.  Except as set forth in
Sections 2.3(d), 4.3 and 4.4, the Option shall not be exercisable as to any
shares as to which any such requirement has not been satisfied, regardless of
the circumstances under which the Holder ceased to be a director.  The number of
shares as to which the Option may be exercised shall be cumulative, so that once
the Option becomes exercisable as to any shares it shall continue to be
exercisable as to those shares until expiration or termination of the Option as
provided in the Plan.

                                  ARTICLE III
                                AUTHORIZED STOCK
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      3.1 The Stock.  The total number of shares of Stock as to which Options
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may be granted pursuant to the Plan shall be 500,000 in the aggregate.  The
number of shares of Stock authorized for grant hereunder shall be adjusted in
accordance with the provisions of Section 3.2. Shares of Stock underlying
expired or cancelled and unexercised Options shall again be available for grant
under the Plan.  The Company shall at all times reserve a sufficient number of
shares of Stock, or otherwise assure itself of its ability to perform its
obligations hereunder.

      3.2 Adjustments for Stock Split, Stock Dividend, Etc.  If the Company
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shall at any time increase or decrease the number of its outstanding Shares by
means of payment of a stock dividend or any other distribution upon such Shares
payable in Stock, or through a stock split, subdivision, consolidation,
combination, reclassification or recapitalization involving the Stock, or change
in any way the rights and privileges of such Shares, then the numbers, rights
and privileges of the following shall be increased, decreased or changed in like
manner as if the corresponding Shares had been issued and outstanding, fully
paid and nonassessable at the time of such occurrence: (a) the Shares as to
which Options may be granted under the Plan; and (b) the Shares then subject to
each outstanding Option.  Upon any occurrence described in this Section 3.2, the
total Option Price under each then outstanding Option shall remain unchanged but
shall be apportioned ratably over the increased or decreased number of Shares
subject to the Option.

      3.3 Adjustments for Certain Distributions of Property.  If the Company
          -------------------------------------------------
shall at any time distribute with respect to its Stock assets or securities of
other persons (excluding cash dividends or distributions payable out of capital
surplus and dividends or other distributions referred to in Sections 3.2 or
3.4), then the Option Price of outstanding Options shall be adjusted to reflect
the fair market value of the assets or securities distributed, the Company shall
provide for the delivery upon exercise of such Options of cash in an amount
equal to the fair market

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value of the assets or securities distributed or a combination of such actions
shall be taken, all as determined by the Committee in its discretion. Fair
market value of the assets or securities distributed for this purpose shall be
as determined by the Committee.

      3.4 Distributions of Capital Stock and Indebtedness.  If the Company shall
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at any time distribute with respect to its Stock shares of its capital stock
(other than Stock) or evidences of indebtedness, then a proportionate part of
such capital stock and evidences of indebtedness shall be set aside for each
outstanding Option and, upon the exercise of such Option, delivered to the
Option Holder.

      3.5 No Rights as Stockholder.  An Option Holder shall have none of the
          ------------------------
rights of a stockholder with respect to the Shares subject to an Option until
such Shares are transferred to the Option Holder upon the exercise of such
Option.  Except as provided in this Article III, no adjustment shall be made for
dividends, rights or other property distributed to stockholders (whether
ordinary or extraordinary) for which the record date is prior to the date such
Shares are so transferred.

      3.6 Fractional Shares.  No adjustment or substitution provided for in this
          -----------------
Article III shall require the Company to issue a fractional share.  The total
substitution or adjustment with respect to each Option shall be limited by
deleting any fractional share.


                                   ARTICLE IV
                   CORPORATE REORGANIZATION; CHANGE OF CONTROL
                   -------------------------------------------

      4.1 Reorganization.  Upon the occurrence of any of the following events,
          --------------
if the notice required by Section 4.2 shall have first been given, the Plan and
all Options then outstanding hereunder shall automatically terminate and be of
no further force and effect whatsoever, without the necessity for any additional
notice or other action by the Board or the Company:  (a) the merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification or change of outstanding shares of
Stock); or (b) the sale or conveyance of the property of the Company as an
entirety or substantially as an entirety (other than a sale or conveyance in
which the Company continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the Company); or (c)
the dissolution or liquidation of the Company.

      4.2 Required Notice.  At least 30 days' prior written notice of any event
          ---------------
described in Section 4.1 shall be given by the Company to each Holder, unless in
the case of the events described in clauses (a) or (b) of Section 4.1, the
Company, or the successor or purchaser, as the case may be, shall make adequate
provision for the assumption of the outstanding Options or the substitution of
new options for the outstanding Options on terms comparable to the outstanding
Options except that the Holder of each Option then outstanding shall have the
right thereafter to purchase the kind and amount of shares of stock or other
securities or property or cash receivable upon such merger, consolidation, sale
or conveyance by a holder of the number of shares of Stock that would have been
receivable upon exercise of the Option immediately prior to such

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merger, consolidation, sale or conveyance (assuming such holder of Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a majority of the non-electing shares). The provisions of
this Article IV shall similarly apply to successive mergers, consolidations,
sales or conveyances. Such notice shall be deemed to have been given when
delivered personally to a Holder or when mailed to a Holder by registered or
certified mail, postage prepaid, at such Holder's address last known to the
Company.

      4.3 Acceleration of Exercisability.  Subject to Section 5.4, Holders
          ------------------------------
notified in accordance with Section 4.2 may exercise their Options at any time
before the occurrence of the event requiring the giving of notice (but subject
to occurrence of such event), regardless of whether all conditions of exercise
relating to length of service as a director have been satisfied.

      4.4 Change of Control.  If a Change in Control (as defined below) occurs,
          -----------------
all Options shall become exercisable in full, regardless of whether all
conditions of exercise relating to continuous service have been satisfied.  A
"Change in Control" is deemed to have occurred if (a) a person (as such term is
used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of shares of the Company or the Company's successor having 30% or more of
the total number of votes that may be cast for the election of directors of the
Company without the prior approval of at least a majority of the members of the
Board unaffiliated with such person, or (b) individuals who constitute the
directors of the Company at the beginning of a 24-month period cease to
constitute at least two-thirds of all directors at any time during such period,
unless the election of any new or replacement directors was approved by a vote
of at least a majority of the members of the Board in office immediately prior
to such period and of the new and replacement directors so approved.
Notwithstanding anything to the contrary in this Section 4.4, no Option will
become exercisable by virtue of the occurrence of a Change in Control if the
Holder of that Option or any group of which that Holder is a member is the
person whose acquisition constituted the Change in Control.


                                    ARTICLE V
                               GENERAL PROVISIONS
                               ------------------

      5.1 Expiration.  The Plan shall terminate whenever the Board adopts a
          ----------
resolution to that effect.  After termination, no additional Options shall be
granted under the Plan, but the Company shall continue to recognize Options
previously granted.

      5.2 Amendments, Etc.  The Board may from time to time amend, modify,
          ---------------
suspend or terminate the Plan.  Nevertheless, no such amendment, modification,
suspension or termination shall impair any Option theretofore granted under the
Plan or deprive any Holder of any shares of Stock that he may have acquired
through or as a result of the Plan without the consent of the Holder.  The
Company shall obtain the approval of stockholders to any amendment or
modification of the Plan to the extent required by Rule 16b-3 under the Exchange
Act ("Rule 16b-3") (or any successor applicable rule) or by the listing
requirements of the National Association of Securities Dealers, Inc. or any
stock exchange on which the Company's securities are quoted or listed for
trading.

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      5.3 Treatment of Proceeds.  Proceeds from the sale of Stock pursuant to
          ---------------------
Options granted under the Plan shall constitute general funds of the Company.

      5.4 Effectiveness.  This Plan shall be effective on the Effective Date,
          -------------
subject to approval by the stockholders of the Company in accordance with
applicable law and as may be required to meet any applicable requirement of
NASDAQ or any stock exchange or any governmental agency.

      5.5 Fair Market Value.  The "Fair Market Value" of a share of Stock shall
          -----------------
be the last reported sale price of the Stock on the NASDAQ National Market
System on the day the determination is to be made, or if no sale took place on
such day, the average of the closing bid and asked prices of the Stock on the
NASDAQ National Market System on such day, or if the market is closed on such
day, the last day prior to the date of determination on which the market was
open for the transaction of business, as reported by NASDAQ.  If, however, the
Stock should be listed or admitted for trading on a national securities
exchange, the Fair Market Value of a share of the Stock shall be the last sales
price, or if no sales took place, the average of the closing bid and asked
prices on the day the determination is to be made, or if the market is closed on
such day, the last day prior to the date of determination on which the market
was open for the transaction of business, as reported in the principal
consolidated transaction reporting system for the principal national securities
exchange on which the Stock is listed or admitted for trading.  If the Stock is
not listed or traded on NASDAQ or on any national securities exchange, the Fair
Market Value for purposes of the grant of Options under the Plan shall be
determined by the Committee in good faith in its sole discretion.

      5.6 Section Headings.  The Section headings are included herein only for
          ----------------
convenience, and they shall have no effect on the interpretation of the Plan.

      5.7 Severability.  If any article, section, subsection or specific
          ------------
provision is found to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if such illegal and invalid provision had
never been set forth in the Plan.

      5.8 Rule 16b-3.  This Plan is intended to comply with the requirements of
          ----------
Rule 16b-3 and any successor applicable rule so that grants under the Plan will
not affect the status of non-employee directors as disinterested persons for
purposes of Rule 16b-3 and that such grants will otherwise satisfy the
requirements of Rule 16b-3.  To the extent the Plan does not conform to such
requirements, it shall be deemed amended to so conform without any further
action on the part of the Board of Directors or stockholders.


                                   UNITED INTERNATIONAL HOLDINGS, INC.
ATTEST:

/s/ Ellen P. Spangler              By:/s/ Michael T. Fries
---------------------                 --------------------
Secretary                                     President

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