Exhibit 10.10
                                                                   -------------

                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION  RIGHTS  AGREEMENT,  dated as of June 16, 1999, is by and
between  AUSTAR  UNITED  COMMUNICATIONS  LIMITED,  a Delaware  corporation  (the
"Company"), and UIH AUSTAR, INC., a Colorado corporation (the "Shareholder").

                                    Recitals
                                    --------

     A. The Shareholder is a subsidiary of United International Holdings,  Inc.,
a  Delaware   corporation   that  indirectly  owns  interests  in  multi-channel
television,  programming and  telecommunications  operating companies throughout
the world. The Company is acquiring from the Shareholder  ownership interests in
certain operating companies that are engaged in such activities in Australia and
New  Zealand.  It is  anticipated  that  the  Company  will be  domesticated  to
Australia in the near future and will then commence an initial  public  offering
of the Company's ordinary shares on the Australian Stock Exchange,  as well as a
Rule 144A offering outside Australia (collectively, the "Offering").

     B. The Parties hereto intend for this Agreement to govern the Shareholder's
registration  rights in the United States with respect to the Company's ordinary
shares (or American Depositary Shares representing such ordinary shares).

                                    Agreement
                                    ---------

     The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

     1.01 DEFINED  TERMS.  As used herein,  the  following  terms shall have the
following  meanings  (terms defined in the singular shall have the same meanings
when used in the plural and vice versa):

          AGREEMENT:  This Registration  Rights Agreement as amended,  modified,
restated  and  replaced  from  time to time in  accordance  with the  provisions
hereof.

          APPLICABLE  EXCHANGE:  The primary United States  securities market or
exchange on which the Company's  publicly traded  securities are to be listed or
qualified.

          COMMISSION:  The United States  Securities and Exchange  Commission or
any other United States federal agency at the time  administering the Securities
Act, or comparable  regulatory authority in the case of listing or qualification
of the Registrable Securities for sale through the Applicable Exchange.

          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.

          INDEMNIFIED PERSON: As defined in Section 2.05.

<PAGE>


          INDEMNIFYING PERSON: As defined in Section 2.05.

          PERCENTAGE  INTEREST for each holder of Registrable  Securities at any
time means the percentage represented by the fraction, the numerator of which is
the capital stock of the Company considered  together as a single class owned by
such  holder and the  denominator  of which is all then  issued and  outstanding
capital stock of the Company considered together as a single class.

          PIGGYBACK REGISTRATIONS: As defined in Section 2.01(a).

          REGISTRABLE  SECURITIES:  Ordinary  shares  of the  Company,  American
Depositary  Shares  representing  ordinary shares of the Company,  and any other
equity  securities  issued  upon  conversion  thereof  or that may be  issued or
distributed in respect thereof by way of stock dividend or stock split, or other
distribution,  recapitalization,  merger,  consolidation or  reclassification or
other reorganization or otherwise.  A Registration  Security shall cease to be a
Registration  Security  when:  (i) a  Registration  Statement  shall have become
effective under the applicable  Securities Law and such security shall have been
disposed  of in  accordance  therewith;  (ii)  such  security  shall  have  been
otherwise  transferred  and new  certificates  for such  security  not bearing a
legend  restricting  further transfer shall have been delivered by .the Company;
(iii)  such  security  shall  have  ceased  to be  outstanding;  or  (iv) if all
Registrable  Securities  outstanding  at any given  time may be sold  during any
three-month  period  pursuant to the exemption of Rule 144 under the  Securities
Act.

          REGISTRATION  STATEMENT:  A registration statement or similar document
with respect to the sale of Registrable Securities on the Applicable Exchange as
required by the applicable Securities Law.

          SECURITIES:  Any equity security of the Company and any other security
convertible  into, or exercisable or exchangeable  for, equity securities of the
Company,  including,  stock  options,  rights,  warrants  and other  convertible
securities, subscriptions, calls or commitments.

          SECURITIES ACT: The United States  Securities Act of 1933, as amended,
of any successor United States federal statute, and the rules and regulations of
the Commission thereunder.

          SECURITIES  LAWS:  The Exchange Act, the  Securities  Act or any other
relevant  securities  law  applicable  for the sale of  securities  through  the
Applicable Exchange.

          UNITED STATES: United States of America.

     1.02. TERMS GENERALLY.  Whenever the context may require, any pronoun shall
include  the  corresponding  masculine,  feminine  and neuter  forms.  The words
"include,"  "includes"  and  "including"  shall be deemed to be  followed by the
phrase  "without  limitation".  All references  herein to Articles and Sections,
shall be deemed references to Articles and Sections of this Agreement unless the
context shall otherwise require.

                                   ARTICLE II

                               Registration Rights
                               -------------------

     2.01. PIGGYBACK REGISTRATIONS.

          (a) If the Company  shall at any time  propose to file a  Registration
Statement for an offering of equity securities of the Company, by the Company or

                                       2
<PAGE>


for resale by holders of the  Company's  securities  (other than  pursuant to an
employee  stock option,  stock purchase or similar plan or pursuant to a merger,
exchange  offer or a transaction  of the type specified in Rule 145(a) under the
Securities Act), the Company shall give the Shareholder  notice of such proposed
registration at least ____ days prior to the filing of a Registration Statement.
At the written request of the  Shareholder  delivered to the Company within ____
days after the receipt of the notice from the Company, which request shall state
the number of  Registrable  Securities  that the  Shareholder  wishes to sell or
distribute publicly under the Registration Statement proposed to be filed by the
Company,  the  Company  shall use its best  efforts-to  include  such  number of
Registrable   Securities   in  such   Registration   Statement   (a   "Piggyback
Registration").

          (b)  If  a  Piggyback   Registration   is  an   underwritten   primary
registration  on behalf of the Company,  and the managing  underwriters  thereof
advise the company in writing  that in their  opinion  the number of  Securities
requested  to be included in the  registration  exceeds the number  which can be
sold in the offering,  the Company shall include in the  registration (i) first,
the Securities that the Company  proposes to sell, (ii) second,  the Registrable
Securities the  Shareholder  proposes to sell,  and (iii) third,  the Securities
each other holder of the Company's  Securities who has  registration  rights and
has exercised such rights proposes to sell.

          (c)  If  a  Piggyback   Registration  is  an  underwritten   secondary
registration  on behalf of holders of the Company's  Securities  who have demand
registration rights and the managing  underwriters thereof advise the Company in
writing that in their opinion the number of Securities  requested to be included
in the  registration  exceeds the number which can be sold in the offering,  the
Company  shall  include  in the  registration  (i)  first,  that  portion of the
Registrable  Securities that the Shareholder  proposes to sell representing ___%
of such  offering,  (ii) second,  the Securities of the holders of the Company's
Securities who have exercised their demand  registration rights and (iii) third,
the  Securities  any  other   securityholders  of  the  Company  (including  any
additional  Registrable  Securities the Shareholder  desires to sell) propose to
sell in  proportion  to the number of  Securities  each proposes to sell. If the
Company   subsequently   desires  to  participate  in  such  a  registration  of
Securities,  the  Company  shall  include in the  registration  (A) first,  that
portion  of  the  Registrable   Securities  the  Shareholder  proposes  to  sell
representing _______ of such Offering, (B) second, the Securities of the holders
of the Company's  Securities who have exercised their demand registration rights
and (C) third, the Securities the Company and all other  securityholders  of the
Company  propose to sell  (including any additional  Registrable  Securities the
Shareholder desires to sell) in proportion to the number of shares each proposes
to sell.

     2.02. DEMAND REGISTRATION:

          (a)  REQUEST  AND  FILING.  Beginning  ___ year  after the date of the
Offering,  the  Shareholder  may  request  that the Company (i) take all actions
necessary to have the American  Depositary  Shares  (representing  the Company's
ordinary  shares)  listed or approved for listing on a United States  securities
market or exchange  designated by the  Shareholder  and (ii) file a registration
statement covering such Registrable Securities (the "Demand Registration"). Upon
receipt  of a  request,  the  Company  shall  prepare  and  file  (A) a  listing
application  with the Applicable  Exchange and (B) a  registration  statement as
promptly as practicable  but in any event no later than _____ days after receipt
of notice (the  "Deadline");  provided,  however,  that the Company shall not be
obligated  to file and  cause to be  effective  more than  _______  Registration
Statements   pursuant  to  this  Section   2.02(a)   using  a  form  other  than
____________________  or successor  forms,  as the case may be, and shall not be
required  to file more than one  Registration  Statement  using  ___________  or
successor forms, as the case may be, in any six-month period. The Company agrees
to use its best efforts to cause the Registration  Statement to become effective

                                       3
<PAGE>


as promptly as practicable  after filing and to use its best efforts to keep the
Registration  Statement  continuously effective for the period commencing on the
date of  effectiveness  declared by the  Commission and ending on the earlier of
(i) ____  days  from the date of  effectiveness;  (ii) the date when each of the
Registrable Securities ceases to be Registrable  Securities;  and (iii) the date
when  each of the  Registrable  Securities  not  otherwise  transferred  or sold
pursuant  to the  Registration  Statement  may be  sold  or  distributed  by the
Stockholder in reliance upon Rule 144 under the Securities Act (giving effect to
all conditions thereof,  including,  without limitation,  the volume limitations
contained in Rule 144(c)) (the "Effective Period").

          (b) REGISTRATION STATEMENT FORM. The Registration Statement under this
Section 2.1 shall be on such appropriate  registration form of the Commission as
shall be  selected by the Company  and as shall  permit the  disposition  of the
Registrable  Securities  in  accordance  with the intended  method or methods of
disposition (including an underwritten offering).

     2.03.  INDEMNIFICATION BY THE COMPANY.  In the event of any registration of
any  Registrable  Securities  under the Securities  Act, the Company shall,  and
hereby does, indemnify and hold harmless each holder of Registrable  Securities,
its directors and officers, each other Person who participates as an underwriter
in the offering or sale of such Registrable Securities and each other Person, if
any,  who  controls  such  holder or any such  undewriter  within the meaning of
Section  15 of the  Securities  Act  against  any  losses,  claims,  damages  or
liabilities,  joint or  several,  to which such  holder or any such  director or
officer or  underwriter  or  controlling  Person may  become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions or  proceedings,  whether  commenced or threatened,  in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under which the Registrable Securities were registered under the Securities Act,
any preliminary  prospectus,  final prospectus or summary  prospectus  contained
therein,  or any  amendment or  supplement  thereto,  or any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein in light of the circumstances in which
they were made not misleading,  and the Company shall reimburse such holder, and
each such director, officer, underwriter and controlling Person for any legal or
any other expenses  reasonably incurred by them in connection with investigating
or defending any such loss, claim,  liability,  action or proceeding;  provided,
however, that the Company shall not be liable in any such-case if any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue  statement or alleged untrue  statement
or omission or alleged omission made in such Registration Statement, preliminary
prospectus,  final prospectus,  summary  prospectus,  amendment or supplement in
reliance upon and in conformity with written  information about such holder as a
stockholder of the Company  furnished to the Company  through an instrument duly
executed by or on behalf of such holder specifically  stating that it is for use
in the preparation thereof; and provided, however, that the Company shall not be
liable to any Person who  participates as an underwriter in the offering or sale
of  Registrable  Securities,  or any other  Person,  if any, who  controls  such
underwriter  within the meaning of the  Securities  Act, in any such case if any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expenses  arises out of such  Person's  failure to send or give a copy of the
final prospectus, as the same may be then supplemented or amended, to the Person
asserting  an untrue'  statement  or alleged  untrue  statement  or  omission or
alleged  omission  at or  prior  to the  written  confirmation  of the  sale  of
Registrable  Securities  to  such  Person  if such  statement  or  omission  was
connected in such final  prospectus.  Such indemnity  shall remain in full force
and effect regardless of any  investigation  made by or on behalf of such holder
or any such  director,  officer  or  controlling  Person and shall  survive  the
transfer of the Registrable Securities by such holder.

     2.04.  INDEMNIFICATION  BY THE SHAREHOLDER.  The Company may require,  as a
condition to including any Registrable  Securities in any registration statement

                                       4
<PAGE>


filed  pursuant to Section  2.01 or Section  2.02,  that the Company  shall have
received an undertaking  satisfactory to it from the holder of such  Registrable
Securities  to indemnify  and hold  harmless (in the same manner and to the same
extent as set forth in Section 2.03) the Company,  each director of the Company,
each officer of the Company signing such  registration  statement and each other
Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act with respect to any untrue  statement or alleged untrue statement
in or  omission  or  alleged  omission  from such  Registration  Statement,  any
preliminary prospectus, final prospectus or summary prospectus contained therein
or any  amendment or  supplement  thereto,  if such untrue  statement or alleged
untrue  statement or omission or alleged  omission was made in reliance upon and
in conformity with written information about such holder as a shareholder of the
Company  furnished to the Company  through an  instrument  duly executed by such
holder  specifically  stating  that  it is for  use in the  preparation  of such
Registration  Statement,   preliminary  prospectus,  final  prospectus,  summary
prospectus,  amendment or supplement.  Such indemnity shall remain in full force
and effect,  regardless of any investigation made by or on behalf of the Company
or any such  director,  officer  or  controlling  Person and shall  survive  the
transfer of the Registrable Securities by such holder.

     2.05.  NOTICES OF CLAIMS,  ETC. Promptly after receipt by a person entitled
to  indemnification  under  Section  2.03 or 2.04 (an  "Indemnified  Person") of
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred to in Section 2.03 or 2.04, such Indemnified Person will, if a claim in
respect  thereof  is to be made  against a Person  required  to  indemnify  such
Indemnified  Party under Section 2.03 or 2.04 (an "Indemnifying  Person"),  give
notice to the indemnifying Person of the commencement of such action;  provided,
however,  that the failure of any Indemnified  Person to give notice as provided
herein  shall not  relieve  the  Indemnifying  Person of its  obligations  under
Section  2.03 or 2.04,  except to the  extent  that the  Indemnifying  Person is
actually  prejudiced by such failure to give notice.  In case any such action is
brought  against an  Indemnified  Person,  unless in such  Indemnified  Person's
reasonable  judgment  a  conflict  of  interest  between  such  Indemnified  and
Indemnifying  Persons may exist or the Indemnified  Person may have defenses not
available to the Indemnifying  Person in respect of such claim, the Indemnifying
Person shall be entitled to  participate  in and to assume the defense  thereof,
with counsel  reasonably  satisfactory  to such  Indemnified  Person,  and after
notice from the Indemnifying  Person to such Indemnified  Person of its election
to so assume the defense thereof, the Indemnifying Person shall not be liable to
such Indemnified Person for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation.  No Indemnifying Person shall be liable for any settlement of any
action or  proceeding  effected  without its written  consent.  No  Indemnifying
Person shall, without the consent of the Indemnified Person, consent to entry of
any  judgment  or enter  into  any  settlement  which  does  not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Person of a release from all  liability in respect to such claim or
litigation.

     2.06. OTHER INDEMNIFICATION.  Indemnification  similar to that specified in
this Agreement with appropriate  modifications shall be given by the Company and
each holder of Registrable  Securities with respect to any required registration
or other qualification of Registrable  Securities under any federal or state law
or regulation of any governmental authority other than the Securities Act.

     2.07.  INDEMNIFICATION  PAYMENTS.  The  indemnification  required  by  this
Agreement  shall be made by periodic  payments of the amount  thereof during the
course of the  investigation  or  defense,  as and when  bills are  received  or
expense, loss, damage or liability is incurred.

     2.08. ADJUSTMENTS AFFECTING REGISTRABLE  SECURITIES.  The Company shall not
effect or permit to occur any combination, subdivision or other recapitalization

                                       5
<PAGE>


of any of its Securities (a) which would materially adversely affect the ability
of any holder of Registrable  Securities to include its Registrable  Securities,
or which would reduce the number of  Registrable  Securities  that any holder of
Registrable  Securities  would otherwise be entitled to include pursuant to this
Agreement, in any registration of Securities of the Company contemplated by this
Agreement or (b) which would materially  adversely  affect the  marketability of
such Registrable Securities under any such registration.

     2.09. REGISTRATION COVENANTS OF THE COMPANY.

          (a) Whenever any Registrable  Securities are to be registered pursuant
to Section 2.01 or 2.02 of this Agreement, the Company will use its best efforts
to effect the registration and the sale of such Registrable Securities under the
Securities Laws in accordance  with the intended method of disposition  thereof.
The Company  shall  deliver to the  applicable  holders a  sufficient  number of
prospectuses  to  sell  the  Registrable   Securities  as  contemplated  by  the
Registration Statement. If required or appropriate, the Company shall enter into
the necessary agreements with a transfer agent with respect to such securities.

          (b)  The  Company  may  require  each   Shareholder   requesting  that
Registrable Securities be registered pursuant to Section 2.01 or 2.02 to furnish
to the Company such  information  regarding the  distribution of such securities
and such other  information  relating to such  Shareholder  and its ownership of
Registrable  Securities as the Company may from time to time reasonably  request
in writing.  Each such  Shareholder  agrees to furnish such  information  to the
Company and to cooperate  with the Company as necessary to enable the Company to
comply with the provisions of this Agreement.

          (c) Upon  receipt  of any notice  from the  Company at any time when a
prospectus  relating to theo  registration is required to be delivered under the
Securities  Laws,  of the  occurrence  of any  event  as a result  of which  the
prospectus included in such registration  statement (as then in effect) contains
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which  they were made,  not  misleading,  the  Shareholder  selling  Registrable
Securities will forthwith discontinue  disposition of the Registrable Securities
until receipt of copies of a  supplemented  or amended  prospectus or until such
Shareholders  are  advised  in  writing  by  the  Company  that  the  use of the
prospectus  may be  resumed,  and have  received  copies  of any  additional  or
supplemental  filings which are incorporated by reference in the prospectus and,
if so directed by the  Company,  such  Shareholders  will,  or will  request the
managing underwriter or underwriters, if any, to, deliver to the Company (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
holder's  possession  of the  prospectus  covering such  Registrable  Securities
current at the time of receipt of such notice.

     2.10.  EXPENSES.  In connection  with any Piggyback  Registration or Demand
Registration,  the Company  shall pay all  commission  and  securities  exchange
registration and filing fees, all fees and expenses of complying with securities
or blue sky laws, all word processing,  duplicating and printing  expenses,  all
messenger and delivery  expenses,  the fees and disbursements of counsel for the
Company,  the  fees  and  disbursements  of  the  Company's  independent  public
accountants  (including  the  expenses  of  comfort  letters  required  for  the
Piggyback Registration or Demand Registration) and any fees and disbursements of
underwriters.  In addition,  the Company shall be responsible for the reasonable
fees and  disbursements  of counsel  for each holder of  Registrable  Securities
necessary  for  the   preparation  of  the   Registration   Statement.   In  any
registration,  each such holder shall pay for its own underwriting discounts and
commissions and transfer taxes.

                                       6
<PAGE>


     2.11.  ASSIGNMENT OF REGISTRATION  RIGHTS. Each party hereto may assign its
rights under this Agreement to anyone to whom any such party sells, transfers or
assigns any of the Registrable  Securities (other than in sales pursuant to Rule
144 under the  Securities  Act or a Piggyback  or Demand  Registration  effected
pursuant  to  this  Agreement);  provided,  however,  that no  assignment  shall
increase the Company's  obligations to effect  registrations  or to pay expenses
thereof.

     2.12.  NO  PREFERENTIAL  REGISTRATION  RIGHTS.  Notwithstanding  any  other
provision of this Agreement,  if the Company grants  registration  rights to any
other  Person on terms  which any  holder of  Registrable  Securities  considers
preferential to the terms in this Agreement,  then such holder shall be entitled
to registration rights with such preferential terms.

     2.13. OTHER  REGISTRATION  RIGHTS. The Company shall not grant any right of
registration  under the  Securities Act relating to any of its Securities to any
Person other than the Shareholder  unless the  Shareholder  shall be entitled to
have included in any Piggyback Registration effected pursuant to Section 2.01(c)
a number of Registrable Securities requested by the Shareholder,  as applicable,
to be so  included  representing  at least _____ of such  offering  prior to the
inclusion of any securities  requested to be registered by the Persons  entitled
to any such other registration rights.

     2.14. RULE 144A AND RULE 144.

          (a) If the Company is not  subject to the  reporting  requirements  of
Section 13 or 15(d) of the Exchange  Act, but only for so long as the Company is
not so subject,  the  Company  shall take all actions  reasonably  necessary  to
enable each holder off Registrable Securities to sell its Registrable Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144A under the Securities  Act, as such rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.  Upon the request of any such holder,  the Company  shall deliver to
such holder a written statement as to whether the Company has complied with such
requirements.

          (b) After the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange  Act, but only for so long as the Company is
so subject,  the Company shall take all actions  reasonably  necessary to enable
each holder of Registrable Securities to sell its Registrable Securities without
Registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144 under the Securities  Act, as such rule may be amended from
time to time,  or any similar rule or regulation  hereafter  adopted by the SEC,
including  filing on a timely  basis  all  reports  required  to be filed by the
Exchange Act. Upon the request of any such holder,  the Company shall deliver to
such holder a written statement as to whether the Company has complied with such
requirements.

     2.15.  Registration.  In case the Company  shall receive from any holder of
Registrable  Securities a written  request or requests that the Company effect a
registration  on _________ (or any successor  form of  abbreviated  registration
statement) and any related  qualification or compliance with respect to all or a
part of the  Registrable  Securities,  the Company will, as soon as practicable,
effect such registration and all such  qualifications  and compliances as may be
so requested and as would permit or facilitate that sale and distribution of all
or such portion of the Registrable  Securities as are specified in such request;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification or compliance pursuant to this Section 2.15: (a) if
____________________  is not  available  for such  offering;  (b) if the Company
shall  furnish  to such  holder a  certificate  signed by the  President  of the
Company stating that in the good faith judgment of the board of directors of the
Company,  it would be seriously  detrimental to the Company and its shareholders
for such _____________  registration to be effected at such time, in which event
the  Company  shall  have the right to defer the  filing of the  _______________
Registration  Statement  for a period of not more than ___ days after receipt of
the request of such holder under this Section 2.14; provided,  however, that the

                                       7
<PAGE>


Company shall not utilize this right more than once in any 12-month  period;  or
(c) in any  particular  jurisdiction  in which the Company  would be required to
qualify to do business or to execute a general  consent to service of process in
affecting  such  registration,  qualification  or  compliance.  Subject  to  the
foregoing,  the  Company  shall  file  a  registration  statement  covering  the
Registrable  Securities  so requested to be  registered  as soon as  practicable
after receipt of the request of such holder. All expenses incurred in connection
with a  registration  requested  pursuant to this  Section 2.14  including,  all
registration,   filing,   qualification,   printer's  and  accounting  fees  and
reasonable  fees and  disbursements  of counsel for each  holder of  Registrable
Securities and counsel for the Company shall be borne by the Company.

     2.16 Other  Exchanges.  The Company  intends to list its ordinary shares on
the Australian Stock Exchange after it has been domesticated to Australia and in
the future may list its securities on other exchanges. The Company hereby grants
the  Shareholder  the right to  require  the  Company  to list or  register  the
Registrable  Securities on any such securities exchange, if applicable,  or such
other  exchanges  in a manner  substantially  consistent  with the  registration
rights granted in this agreement,  taking into account the applicable securities
laws and listing or registration procedures of the exchanges.

                                   ARTICLE III

                                     Notices
                                     -------

     All notices or other  communications to be given under this Agreement shall
be given in writing and delivered by hand or sent by express courier or delivery
service or transmitted by telecopier.  Copies of notices and  communications may
be sent in like fashion. Such notices and communications shall be deemed to have
been received by the addressee upon receipt, but in no event later than 72 hours
after the notice or communication is delivered to an express courier or delivery
service,  or 24 hours  after  transmission  of the  notice or  communication  by
telecopier  and if sent by  telecopier,  subject  to  confirmation  by  sender's
delivery  of the  notice or  communication  to an express  courier  or  delivery
service for delivery to the addressee.  The addresses and telecopier  numbers of
the parties hereto for delivery of notices are set forth below.

         (a)      If to the Shareholder, addressed to it at:

                  UIH Austar, Inc.
                  4643 South Ulster Street, Suite 1300
                  Denver, Colorado 80237
                  Attention:  President
                  Telecopier No. 303-770-4207

                  With a copy to:

                  Holme Roberts & Owen LLP
                  700 Lincoln, Suite 4100
                  Denver, Colorado 80203
                  Attention:  Garth B. Jensen, Esq.
                  Telecopier No. 303-866-0200

         (b)      If to the Company, addressed to it at:

                  AUSTAR United Communications Limited
                  4643 South Ulster Street, Suite 1300
                  Denver, Colorado 80237
                  Attention:  President
                  Telecopier No. 303-770-4207


                                       8
<PAGE>


Any party  hereto may change its  address  or  telecopier  number for  receiving
notices and  communications by giving notice of such change to the other parties
hereto.

                                   ARTICLE IV

                                  Miscellaneous
                                  -------------

     4.01.  TERMINATION.  The Company's  obligations  pursuant to this Agreement
shall expire at such time as all Registrable  Securities have been sold pursuant
to an  effective  Registration  Statement  under the  Securities  Laws or may be
publicly sold without registration in the United States.

     4.02. HEADINGS. Section and article headings,  captions and numbers in this
Agreement are for convenience  only and shall not be used in its  interpretation
or considered part of this Agreement.

     4.03. NO WAIVER. The failure or delay of any party at any time or from time
to time to exercise any right under or enforce any  provision of this  Agreement
shall not be construed as implying a waiver of such provision or of the right of
that party to exercise or enforce it subsequently. No single or partial exercise
of any right under this Agreement shall preclude the further or full exercise of
the right.  No waiver of any  default on any one  occasion  shall  constitute  a
waiver of any  subsequent  or other  default.  The  rights and  remedies  of the
parties hereunder are cumulative and are not exclusive of any rights or remedies
which the parties would  otherwise have. No notice or demand on any party hereto
in any case shall entitle such party to any other or further notice or demand in
similar or other circumstances.

     4.04. AMENDMENT. No provision of this Agreement may be amended, modified or
waived except by an instrument in writing entered into by the parties hereto and
designated as an amendment, modification or waiver.

     4.05.  ASSIGNMENT.  This  Agreement  shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  permitted  assigns.  It is
expressly  intended that the corporation  formed under Australian law into which
the  Company is  domesticated  within  six months of the date of this  Agreement
shall be a permitted  successor of the Company hereunder,  and all references to
the Company hereunder shall refer to such domesticated corporation. In addition,
and whether any express  assignment shall have been made, the provisions of this
Agreement  that are for the benefit of the parties hereto other than the Company
also shall be for the benefit of and  enforceable  by any  subsequent  holder of
Registrable  Securities,  subject to the requirement that the transferring party
hereto give written notice to the Company of such transfer  stating the name and
address of the transferee and  identifying  the Securities with respect to which
the registration rights are being assigned.

     4.06. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties hereto  regarding the subject matter hereof and supersedes any prior and
contemporaneous  negotiations,  agreements and understandings  among the parties
hereto.

                                       9
<PAGE>


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

     4.08.  SEVERABILITY.  If any provision of this Agreement or the application
thereof to any Person or circumstance  shall be invalid or  unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other  Persons  or  circumstances  shall not be  affected  thereby  and shall be
enforced to the greatest extent permitted by law. Notwithstanding the foregoing,
the Company and the  Shareholder  shall  negotiate in good faith,  or attempt to
agree on the terms of a mutually  satisfactory  provision to replace any invalid
or unenforceable provision.

     4.09.  COUNTERPARTS.  This  Agreement  may be  executed  in any  number  of
counterparts or counterpart  signature  pages,  each of which shall be deemed an
original, but all of which together shall constitute the same instrument.

     IN WITNESS  WHEREOF the  parties  hereto have  executed  this  Registration
Rights Agreement as of the date first set forth above.

                                        THE SHAREHOLDER:

                                        UIH AUSTAR, INC., a Colorado corporation


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


                                        THE COMPANY:

                                        AUSTAR UNITED COMMUNICATIONS LIMITED,
                                        a Delaware Corporation


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







                                       10