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                                                                   Exhibit 10.89

                             UIH LATIN AMERICA, INC.

                                STOCK OPTION PLAN

                            (EFFECTIVE JUNE 6, 1997)

                          (AS AMENDED DECEMBER 6, 2000)


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                                TABLE OF CONTENTS

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                                                                            PAGE
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     ARTICLE I - INTRODUCTION.............................................    1
1.1  Establishment........................................................    1
1.2  Purposes.............................................................    1
1.3  Effective Date.......................................................    1
     ARTICLE II - DEFINITIONS.............................................    1
2.1  Definitions..........................................................    1
2.2  Gender and Number....................................................    4
     ARTICLE III - PLAN ADMINISTRATION....................................    4
     ARTICLE IV - STOCK SUBJECT TO THE PLAN...............................    4
4.1  Number of Shares.....................................................    4
4.2  Adjustments for Stock Split, Stock Dividend, Etc.....................    5
4.3  Adjustments for Certain Distributions of Property....................    5
4.4  Distributions of Capital Stock and Indebtedness......................    5
4.5  No Rights as Stockholder.............................................    5
4.6  Certain Issuances of Capital Stock...................................    6
4.7  Fractional Shares....................................................    6
4.8  Determination by the Committee, Etc..................................    6
     ARTICLE V - PARTICIPATION............................................    6
     ARTICLE VI - A PHANTOM OPTIONS.......................................    7
6A.1 Grant of Phantom Options.............................................    7
6A.2 Phantom Stock Option Certificates....................................    7
6A.3 Initial Public Offering..............................................    9
     ARTICLE VI-B - STOCK OPTIONS.........................................    9
6B.1 Grant of Stock Options...............................................    9
6B.2 Stock Option Certificates............................................   10
6B.3 Restrictions on Incentive Options....................................   13
     ARTICLE VII - CORPORATE REORGANIZATION; CHANGE IN CONTROL............   13
7.1  Reorganization.......................................................   13
7.2  Required Notice......................................................   14
7.3  Acceleration of Exercisability.......................................   14
7.4  Change in Control....................................................   14
7.5  Payment for Outstanding Phantom Options..............................   15
     ARTICLE VIII - RESTRICTION ON TRANSFER OF STOCK......................   16
8.1  No Transfer..........................................................   16
8.2  Sale to UIH Latin America During Employment..........................   16
8.3  Sale to UIH Latin America Following Termination of Employment........   17
8.4  Determination of Fair Market Value...................................   17
8.5  Purchase; Information to Option Holder...............................   18
     ARTICLE IX - EMPLOYMENT; TRANSFERABILITY.............................   18
9.1  Employment...........................................................   18
9.2  Other Employee Benefits..............................................   19
9.3  Nontransferability...................................................   19
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     ARTICLE X - SECURITIES LAW RESTRICTIONS..............................   19
     ARTICLE XI - WITHHOLDING.............................................   19
11.1 Withholding Requirement..............................................   19
11.2 Withholding With Stock...............................................   20
     ARTICLE XII - MISCELLANEOUS..........................................   20
12.1 Expiration...........................................................   20
12.2 Amendments, Etc......................................................   20
12.3 Treatment of Proceeds................................................   20
12.4 Section Headings.....................................................   20
12.5 Severability.........................................................   21
12.6 Gender and Number....................................................   21
</Table>

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                             UIH LATIN AMERICA, INC.

                                STOCK OPTION PLAN

                                    ARTICLE I

                                  INTRODUCTION

     1.1 ESTABLISHMENT. UIH Latin America, Inc., a Colorado corporation ("UIH
Latin America"), hereby establishes the UIH Latin America, Inc. Stock Option
Plan (the "Plan") for certain key employees of the Company (as defined in
Article II) and certain consultants to the Company. The Plan permits the grant
of phantom stock options to certain key employees of, and consultants to, the
Company, incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, to certain key employees of the
Company and non-qualified stock options, to certain key employees of, and
certain consultants to, the Company.

     1.2 PURPOSES. The purposes of the Plan are to provide those who are
selected for participation in the Plan with added incentives to continue in the
long-term service of the Company and to create in such persons a more direct
interest in the future success of the operations of the Company by relating
incentive compensation to increases in shareholder value, so that the income of
those participating in the Plan is more closely aligned with the income of the
Company's shareholders. The Plan is also designed to provide a financial
incentive that will help the Company attract, retain and motivate the most
qualified employees and consultants.

     1.3 EFFECTIVE DATE. The effective date of the Plan shall be June 6, 1997
(the "Effective Date"), subject to approval by the affirmative votes of the
holders of a majority of the shares of the Company present or represented and
entitled to vote at a meeting duly held in accordance with law within one year
following the Effective Date. If the stockholders of the Company do not approve
the Plan as specified above, Phantom Options and Stock Options granted under the
Plan shall be deemed to be rescinded without any further action by the Board or
the Company, and the Plan shall automatically terminate.

                                   ARTICLE II

                                   DEFINITIONS

     2.1 DEFINITIONS. The following terms shall have the meanings set forth
below:

          (a) "AFFILIATED CORPORATION" means any corporation or other entity
that is affiliated with UIH Latin America through stock ownership or otherwise
and is designated as an

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"Affiliated Corporation" by the Board, provided, however, that for purposes of
Incentive Options granted pursuant to the Plan, an "Affiliated Corporation"
means any parent or subsidiary of the Company as defined in Section 424 of the
Code.

          (b) "BOARD" means the Board of Directors of UIH Latin America.

          (c) "CODE" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

          (d) "COMMITTEE" means a committee consisting of members of the Board
who are empowered hereunder to take actions in the administration of the Plan.
During all periods when the Company is subject to the reporting requirements of
the Securities Exchange Act of 1934 (the "1934 Act"), the Committee shall be so
constituted at all times as to permit the Plan to comply with Rule 16b-3 or any
successor rule promulgated under the 1934 Act. Members of the Committee and any
subcommittee or special committee shall be appointed from time to time by the
Board, shall serve at the pleasure of the Board and may resign at any time upon
written notice to the Board. The Committee shall recommend to the Board the
Eligible Employees and Eligible Consultants who shall be granted Phantom Options
and Stock Options and the terms and conditions thereof.

          (e) "COMPANY" means UIH Latin America and the Affiliated Corporations.

          (f) "DISABLED" or "DISABILITY" shall have the meaning given to such
terms in Section 22(e)(3) of the Code.

          (g) "ELIGIBLE CONSULTANTS" means those consultants and other
individuals who provide services to the Company and whose judgment, initiative
and effort are important to the Company for the management and growth of its
business. For purposes of the Plan, Eligible Consultants include only those
individuals who do not receive wages subject to the withholding of federal
income tax under section 3401 of the Code. Eligible Consultants do not include
the Company's directors who are not employees of the Company.

          (h) "ELIGIBLE EMPLOYEES" means those employees (including, without
limitation, officers and directors who are also employees) of the Company or any
subsidiary or division thereof, whose judgment, initiative and efforts are
important to the Company for the management and growth of its business. 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 Code.

          (i) "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,

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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 Publicly
Traded, the Fair Market Value of the Stock for purposes of the grant of Options
under the Plan shall be determined by the Committee in accordance with Section
8.4.

          (j) "INCENTIVE OPTION" means a Stock Option designated as such and
granted in accordance with Section 422 of the Code.

          (k) "INITIAL PUBLIC OFFERING" or "IPO" means an underwritten public
offering of the common stock of UIH Latin America that is registered under the
Securities Act of 1933, as amended.

          (l) "NON-QUALIFIED OPTION" means any Stock Option other than an
Incentive Option.

          (m) "OPTION HOLDER" means a Participant who has been granted one or
more Phantom Options or Stock Options under the Plan.

          (n) "PHANTOM OPTION" means a right to elect to receive, for a stated
period of time, cash equal to the excess of the Fair Market Value of Stock over
the Phantom Option Price.

          (o) "PHANTOM OPTION CERTIFICATE" shall have the meaning given to such
term in Section 6A.2 hereof.

          (p) "PHANTOM OPTION PRICE" means the base price for determining the
increase in value of a Share of Stock, determined in accordance with subsection
6A.2(b).

          (q) "PUBLICLY TRADED" means listing or trading on the NASDAQ National
Market System or a national securities exchange.

          (r) "SHARE" means a share of Stock.

          (s) "STOCK" means the Class A common stock of UIH Latin America.

          (t) "STOCK OPTION" means a right to purchase Stock at a stated or
formula price for a specified period of time. Stock Options granted under the
Plan shall be either Incentive Options or Non-Qualified Options.

          (u) "STOCK OPTION CERTIFICATE" shall have the meaning given to such
term in Section 6B.2 hereof.

          (v) "STOCK OPTION PRICE" means the price at which each Share of Stock
subject to an Option may be purchased, determined in accordance with subsection
6B.2(b).

          (w) "UIH" means United International Holdings, Inc..

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          (x) "UIH LATIN AMERICA" means UIH Latin America, Inc. and any
successor thereto.

     2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, the
masculine gender shall also include the feminine gender, and the definition of
any term herein in the singular shall also include the plural.

                                   ARTICLE III

                               PLAN ADMINISTRATION

     The Plan shall be administered by the Committee. The Committee shall
determine the form or forms of the Stock Option Certificates, and other
agreements with Option Holders that shall evidence the particular provisions,
terms, conditions, rights and duties of UIH Latin America and the Option Holders
with respect to Phantom Options and Stock Options granted pursuant to the Plan,
which provisions need not be identical except as may be provided herein. The
Committee may from time to time adopt such rules and regulations for carrying
out the purposes of the Plan as it may deem proper and in the best interests of
the Company. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any agreement entered into
hereunder in the manner and to the extent it shall deem expedient and it shall
be the sole and final judge of such expediency. No member of the Committee shall
be liable for any action or determination made in good faith. The
determinations, interpretations and other actions of the Committee pursuant to
the provisions of the Plan shall be binding and conclusive for all purposes and
on all persons.

                                   ARTICLE IV

                            STOCK SUBJECT TO THE PLAN

     4.1 NUMBER OF SHARES. The number of Shares that are authorized for issuance
under the Plan in accordance with the provisions of the Plan and subject to such
restrictions or other provisions as the Committee may from time to time deem
necessary shall not exceed 2,500,000, subject to the provisions regarding
changes in capital described below.

     4.2 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If UIH Latin America
shall at any time increase or decrease the number of its outstanding Shares or
change in any way the rights and privileges of such Shares by means of the
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, then in relation to
the Stock that is affected by one or more of the above events, the numbers,
rights and privileges of the following shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the Shares as to which Phantom
Options and Stock Options may be granted under the Plan and (ii) the Shares then
included in each outstanding Phantom Option and Stock Option granted hereunder.
Upon any occurrence described in this Section 4.2, the total Phantom Option
Price or Stock Option Price, as the case may be, under each then outstanding
Phantom Option or Stock Option shall remain unchanged but shall be apportioned
ratably over the increased or decreased number of Shares subject to the Phantom
Option or Stock Option.

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     4.3 ADJUSTMENTS FOR CERTAIN DISTRIBUTIONS OF PROPERTY. If UIH Latin America
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 4.2 or
4.4), then the Phantom Option Price or Stock Option Price, as the case may be,
of outstanding Phantom Options and Stock 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 Phantom Options or Stock Options
of cash in an amount equal to the fair market 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;
provided however, that if UIH Latin America is not Publicly Traded and the
assets or securities represent an operating business, the fair market value
shall be determined in accordance with Section 8.4.

     4.4 DISTRIBUTIONS OF CAPITAL STOCK AND INDEBTEDNESS. If UIH Latin America
shall 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 Stock Option and, upon the exercise of such Stock Option, delivered
to the Option Holder.

     4.5 NO RIGHTS AS STOCKHOLDER. An Option Holder shall have none of the
rights of a stockholder with respect to the Shares subject to a Stock Option
until such Shares are transferred to the Option Holder upon the exercise of such
Stock Option. Except as provided in this Article IV, 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.

     4.6 CERTAIN ISSUANCES OF CAPITAL STOCK. If any person, including without
limitation United International Holdings, Inc., acquires, whether by purchase,
capital contribution or otherwise, any shares of the capital stock of UIH Latin
America at a price less than $8.41 per share, and if the Committee shall in its
discretion determine that such acquisition equitably requires an adjustment in
the number of Shares subject to a Phantom Option or Stock Option, an adjustment
in the Phantom Option Price or Stock Option Price, or the taking of any other
action by the Committee, such adjustments shall be made or other action taken by
the Committee and shall be effective for all purposes of the Plan and each
outstanding Phantom Option or Stock Option.

     4.7 FRACTIONAL SHARES. No adjustment or substitution provided for in this
Article IV shall require the Company to issue a fractional share. The total
substitution or adjustment with respect to each Stock Option shall be limited by
deleting any fractional share.

     4.8 DETERMINATION BY THE COMMITTEE, ETC. Adjustments under this Article IV
shall be made by the Committee, whose determinations with regard thereto shall
be final and binding upon all parties thereto.

                                    ARTICLE V

                                  PARTICIPATION

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     In accordance with the provisions of the Plan, the Committee shall, in its
sole discretion, select Option Holders from among Eligible Employees and
Eligible Consultants to whom Phantom Options and Stock Options will be granted
and shall specify the number of Shares subject to each Phantom Option or Stock
Option and such other terms and conditions of each Phantom Option or Stock
Option as the Committee may determine to be necessary or desirable and
consistent with the terms of the Plan. Eligible Employees shall be selected from
the employees of the Company who are performing services in the management,
operation and growth of the Company, and contribute, or are expected to
contribute, to the achievement of long-term corporate objectives. Eligible
Consultants shall be selected from the consultants and other individuals who
provide services to the Company with respect to the operation and growth of the
Company and who contribute, or are expected to contribute, to the achievement of
long-term corporate objectives. Eligible Employees and Eligible Consultants may
be granted from time-to-time one or more Phantom Options or Stock Options. The
grant of each such Phantom Option or Stock Option shall be separately approved
by the Committee, and receipt of one such Option shall not result in automatic
receipt of any other Phantom Option or Stock Option. Upon determination by the
Committee that a Phantom Option or Stock Option is to be granted to an Eligible
Employee or Eligible Consultant, written notice shall be given to such person,
specifying the terms, conditions, rights and duties related thereto.
Notwithstanding the foregoing, as long as UIH Latin America is not Publicly
Traded, the Committee may grant only Phantom Options under the Plan. After the
closing of an Initial Public Offering, the Committee may grant only Stock
Options under the Plan.

                                  ARTICLE VI-A

                                 PHANTOM OPTIONS

     6A.1 GRANT OF PHANTOM OPTIONS. Coincident with or following designation for
participation in the Plan, Eligible Employees and Eligible Consultants may be
granted one or more Phantom Options. A Phantom Option shall be considered as
having been granted on the date specified in the grant resolution of the
Committee. Phantom Options may be granted only while the Company is not Publicly
Traded.

     6A.2 PHANTOM STOCK OPTION CERTIFICATES. Each Phantom Option granted under
the Plan shall be evidenced by a written certificate or agreement (a "Phantom
Option Certificate"). A Phantom Option Certificate shall be issued by UIH Latin
America in the name of the Participant to whom the Phantom Option is granted
(the "Option Holder") and in such form as may be approved by the Committee. The
Phantom Option Certificate shall incorporate and conform to the conditions set
forth in this Section 6A.2 as well as such other terms and conditions that are
not inconsistent as the Committee may consider appropriate in each case.

          (a) NUMBER OF SHARES. Each Phantom Option Certificate shall state that
it covers a specified number of Shares of Stock, as determined by the Committee.

          (b) PHANTOM OPTION PRICE. The base price for determining the increase
in value of a Share of Stock shall be determined in each case by the Committee
and set forth in the Option Certificate.

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          (c) DURATION OF PHANTOM OPTIONS; RESTRICTIONS ON EXERCISE. Each
Phantom Option Certificate shall state the period of time, determined by the
Committee, within which the Phantom Option may be exercised by the Option Holder
(the "Option Period"). The Option Period must end, in all cases, not more than
ten years from the date the Phantom Option is granted. Each Option Certificate
shall provide that the Phantom Option shall become exercisable (vest) in
increments if the Option Holder is continuously employed by UIH Latin America or
an Affiliated Corporation from the date of grant through the following vesting
dates: 1/48th of the number of Shares subject to the Phantom Option shall vest
on the same date of the month as the date of grant, commencing with the month
next following the month in which the Phantom Option was granted. If the vesting
formula results in a fractional share, the vested increment shall be rounded
down to the next whole share. The Phantom Option shall be fully vested on the
fourth anniversary of the date of grant. However, the Committee, with the
approval of the Board, may establish different vesting schedules for specified
Phantom Option grants. Except as set forth in Article VII, the Phantom Option
shall not be exercisable as to any Shares for which the continuous employment
requirement is not satisfied, regardless of the circumstances under which the
Option Holder's employment by the Company is terminated. The number of Shares as
to which the Phantom Option may be exercised is cumulative, so that once the
Phantom Option is exercisable as to any Shares it shall continue to be
exercisable as to such Shares until expiration or termination of the Phantom
Option.

          (d) TERMINATION OF SERVICES, DEATH, DISABILITY, ETC. The Committee may
specify the period, if any, after which a Phantom Option may be exercised
following termination of the Option Holder's services. The effect of this
subsection 6A.2(d) shall be limited to determining the consequences of a
termination and nothing in this subsection 6A.2(d) shall restrict or otherwise
interfere with the Company's discretion with respect to the termination of any
individual's services. If the Committee does not otherwise specify, the
following shall apply:

               (i) If the employment or consulting relationship of an Option
Holder by or with the Company terminates for any reason other than death or
Disability within six months after the date the Phantom Option is granted or if
the employment or consulting relationship of the Option Holder by or with the
Company is terminated within the Option Period for cause, as determined by the
Company, the Phantom Option shall thereafter be void for all purposes. As used
in this subsection 6A.2(d), "cause" shall mean a gross violation, as determined
by the Company, of the Company's established policies and procedures.

               (ii) If the employment or consulting relationship of the Option
Holder terminates because the Option Holder becomes Disabled within the Option
Period, the Phantom Option may be exercised by the Option Holder (or, in the
case of his death after becoming Disabled, by those entitled to do so under his
will or by the laws of descent and distribution) within one year following such
termination (if otherwise within the Option Period), but not thereafter. In any
such case, the Phantom Option may be exercised only as to the Shares as to which
the Phantom Option had become exercisable on or before the date of termination
because of Disability.

               (iii) If the Option Holder dies within the Option Period, while
employed by the Company, while a consultant to the Company, or within the
three-month period

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referred to in (iv) below, the Phantom Option may be exercised by those entitled
to do so under his will or by the laws of descent and distribution within one
year following his death (if otherwise within the Option Period), but not
thereafter. In any such case the Phantom Option may be exercised only as to the
Shares as to which the Phantom Option had become exercisable on or before the
date of the Option Holder's death.

               (iv) If the employment or consulting relationship of the Option
Holder by or with the Company terminates within the Option Period for any reason
other than for cause, Disability or death, and such termination occurs more than
six months after the Phantom Option is granted, the Phantom Option may be
exercised by the Option Holder within three months following the date of such
termination (if otherwise within the Option Period), but not thereafter. In any
such case, the Phantom Option may be exercised only as to the Shares as to which
the Phantom Option had become exercisable on or before the date of termination.

          (e) CONSIDERATION FOR GRANT OF PHANTOM OPTION. The Company may require
each Eligible Employee who is granted a Phantom Option to agree to remain in the
employment of the Company, at the pleasure of the Company, for a continuous
period of at least six months after the date the Phantom Option is granted, at
the salary rate or other compensation in effect on the date of such agreement or
at such changed rate as may be fixed, from time to time, by the Company. Nothing
in this paragraph shall limit or impair the Company's right to terminate the
employment of any employee. The Committee may require each Eligible Consultant
who is granted a Phantom Option to agree to comply with all of the terms and
conditions or specified terms and conditions of the agreement between the
Eligible Consultant and the Company.

          (f) EXERCISE. The method for exercising each Phantom Option granted
hereunder shall be by delivery to UIH Latin America of written notice specifying
the number of Shares with respect to which the Phantom Option is exercised. The
Phantom Option shall be exercised on the date UIH Latin America receives the
notice of exercise. Within 30 days after the date of receipt of the notice, UIH
Latin America shall deliver to the Option Holder payment (net of the amount
required to be withheld under applicable federal, state, and local tax laws) for
an amount equal to the Fair Market Value of the Shares of Stock on the date of
exercise over the Phantom Option Price for the Shares. Payment shall be made, as
the Company determines in its sole discretion, in (i) cash, (ii) freely tradable
shares of Class A Common Stock of UIH, which shall be valued at the closing
price on the day before the date the Company makes payment to the Option Holder,
or (iii) if the Stock is Publicly Traded, freely tradable shares of Stock. If
Phantom Options on less than all Shares evidenced by a Phantom Option
Certificate are exercised, UIH Latin America shall deliver a new Phantom Option
Certificate evidencing the Phantom Option on the remaining Shares upon delivery
of the Phantom Option Certificate for the Phantom Option being exercised.

     6A.3 INITIAL PUBLIC OFFERING. Upon the closing of an Initial Public
Offering, each holder of a Phantom Option shall be permitted to convert the
Phantom Option to a Non-Qualified Option covering the same number of shares and
having a Stock Option Price equal to the Phantom Option Price. The Non-Qualified
Option shall be vested to the same extent the Phantom Option was vested and
shall continue to vest, if applicable, according to the same vesting schedule
that applied to the Phantom Option. The Option Holder shall have a period of 10
days before the pricing meeting at which the price to the public is determined
in which to

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elect whether or not to convert the Phantom Option. If the Option Holder elects
to convert the Phantom Options, they shall be converted to Non-Qualified Options
immediately after the pricing meeting and before the closing of the IPO. Phantom
Options that are not converted shall continue to be outstanding and shall
continue to be subject to their terms and conditions and the terms and
conditions of this Article VI-A.

                                 ARTICLE VI - B

                                  STOCK OPTIONS

     6B.1 GRANT OF STOCK OPTIONS. Coincident with or following designation for
participation in the Plan, Eligible Employees and Eligible Consultants may be
granted one or more Stock Options. The Committee in its sole discretion shall
designate whether a Stock Option is an Incentive Option or a Non-Qualified
Option. Incentive Options may be granted only to Eligible Employees. The
Committee may grant both an Incentive Option and a Non-Qualified Option to an
Eligible Employee at the same time or at different times. Incentive Options and
Non-Qualified Options, whether granted at the same time or at different times,
shall be deemed to have been awarded in separate grants and shall be clearly
identified, and in no event shall the exercise of one Stock Option affect the
right to exercise any other Stock Option or affect the number of Shares for
which any other Stock Option may be exercised. A Stock Option shall be
considered as having been granted on the date specified in the grant resolution
of the Committee.

     6B.2 STOCK OPTION CERTIFICATES. Each Stock Option granted under the Plan
shall be evidenced by a written stock option certificate or agreement (a "Stock
Option Certificate"). A Stock Option Certificate shall be issued by UIH Latin
America in the name of the Participant to whom the Stock Option is granted (the
"Option Holder") and in such form as may be approved by the Committee. The Stock
Option Certificate shall incorporate and conform to the conditions set forth in
this Section 6B.2 as well as such other terms and conditions that are not
inconsistent as the Committee may consider appropriate in each case.

          (a) NUMBER OF SHARES. Each Stock Option Certificate shall state that
it covers a specified number of Shares of Stock, as determined by the Committee.

          (b) PRICE. The price at which each Share of Stock covered by a Stock
Option may be purchased shall be determined in each case by the Committee and
set forth in the Stock Option Certificate, but in no event shall the price for
an Incentive Option be less than 100 percent of the Fair Market Value of the
Stock on the date the Incentive Option is granted.

          (c) DURATION OF STOCK OPTIONS; RESTRICTIONS ON EXERCISE. Each Stock
Option Certificate shall state the period of time, determined by the Committee,
within which the Stock Option may be exercised by the Option Holder (the "Option
Period"). The Option Period must end, in all cases, not more than ten years from
the date the Option is granted. Each Stock Option Certificate shall provide that
the Stock Option shall become exercisable (vest) in increments if the Option
Holder is continuously employed by UIH Latin America or an Affiliated
Corporation from the date of grant through the following vesting dates: 1/48th
of the number of Shares subject to the Stock Option shall vest on the same date
of the month as the date of grant,

                                       10
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commencing with the month next following the month in which the Stock Option was
granted. If the vesting formula results in a fractional share, the vested
increment shall be rounded down to the next whole share. The Stock Option shall
be fully vested on the fourth anniversary of the date of grant. However, the
Committee, with the approval of the Board, may establish different vesting
schedules for specified Stock Option grants. Except as set forth in Sections 7.3
and 7.4, the Stock Option shall not be exercisable as to any Shares for which
the continuous employment requirement is not satisfied, regardless of the
circumstances under which the Option Holder's employment by the Company is
terminated. The number of Shares as to which the Stock Option may be exercised
is cumulative, so that once the Stock Option is exercisable as to any Shares it
shall continue to be exercisable as to such Shares until expiration or
termination of the Option.

          (d) TERMINATION OF SERVICES, DEATH, DISABILITY, ETC. The Committee may
specify the period, if any, after which a Stock Option may be exercised
following termination of the Option Holder's services. The effect of this
subsection 6B.2(d) shall be limited to determining the consequences of a
termination and nothing in this subsection 6B.2(d) shall restrict or otherwise
interfere with the Company's discretion with respect to the termination of any
individual's services. If the Committee does not otherwise specify, the
following shall apply:

               (i) If the employment or consulting relationship of an Option
Holder by or with the Company terminates for any reason other than death or
Disability within six months after the date the Stock Option is granted or if
the employment or consulting relationship of the Option Holder by or with the
Company is terminated within the Option Period for cause, as determined by the
Company, the Stock Option shall thereafter be void for all purposes. As used in
this subsection 6B.2(d), "cause" shall mean a gross violation, as determined by
the Company, of the Company's established policies and procedures.

               (ii) If the employment or consulting relationship of the Option
Holder terminates because the Option Holder becomes Disabled within the Option
Period, the Stock Option may be exercised by the Option Holder (or, in the case
of his death after becoming disabled, by those entitled to do so under his will
or by the laws of descent and distribution) within one year following such
termination (if otherwise within the Option Period), but not thereafter. In any
such case, the Stock Option may be exercised only as to the Shares as to which
the Stock Option had become exercisable on or before the date of termination
because of Disability.

               (iii) If the Option Holder dies within the Option Period, while
employed by the Company, while a consultant to the Company, or within the
three-month period referred to in (iv) below, the Stock Option may be exercised
by those entitled to do so under his will or by the laws of descent and
distribution within one year following his death (if otherwise within the Stock
Option Period), but not thereafter. In any such case the Stock Option may be
exercised only as to the Shares as to which the Stock Option had become
exercisable on or before the date of the Option Holder's death.

               (iv) If the employment or consulting relationship of the Option
Holder by or with the Company terminates within the Option Period for any reason
other than for cause, Disability or death, and such termination occurs more than
six months after the Option is

                                       11
<Page>

granted, the Stock Option may be exercised by the Option Holder within three
months following the date of such termination (if otherwise within the Option
Period), but not thereafter. In any such case, the Stock Option may be exercised
only as to the Shares as to which the Stock Option had become exercisable on or
before the date of termination.

          (e) CONSIDERATION FOR GRANT OF STOCK OPTION. The Company may require
each Eligible Employee who is granted a Stock Option to agree to remain in the
employment of the Company, at the pleasure of the Company, for a continuous
period of at least six months after the date the Stock Option is granted, at the
salary rate or other compensation in effect on the date of such agreement or at
such changed rate as may be fixed, from time to time, by the Company. Nothing in
this paragraph shall limit or impair the Company's right to terminate the
employment of any employee. The Committee may require each Eligible Consultant
who is granted a Stock Option to agree to comply with all of the terms and
conditions or specified terms and conditions of the agreement between the
Eligible Consultant and the Company. If an Option Holder violates any such
agreement, the Company may, in its sole discretion, rescind the transfer of any
Shares to the Option Holder pursuant to the exercised portion of the Stock
Option. Upon notice of any such rescission, the Option Holder will deliver
promptly to the Company certificates representing the Shares, duly endorsed for
transfer to the Company.

          (f) EXERCISE, PAYMENTS, ETC.

               (i) MANNER OF EXERCISE. The method for exercising each Stock
Option granted hereunder shall be by delivery to UIH Latin America of written
notice specifying the number of Shares with respect to which such Stock Option
is exercised. The purchase of such Shares shall take place at the principal
offices of UIH Latin America within thirty days following delivery of such
notice, at which time the Stock Option Price of the Shares shall be paid in full
by any of the methods set forth below or a combination thereof. Except as set
forth in the next sentence, the Stock Option shall be exercised when the Stock
Option Price for the number of Shares as to which the Stock Option is exercised
is paid to UIH Latin America in full. If the Stock Option Price is paid by means
of a broker's loan transaction described in subsection 6B.2(f)(ii)(D), in whole
or in part, the closing of the purchase of the Stock under the Stock Option
shall take place (and the Stock Option shall be treated as exercised) 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 Option Holder makes an irrevocable
written election, at the time of exercise of the Stock Option, to have the
exercise treated as fully effective for all purposes upon receipt of the Stock
Option Price by UIH Latin America 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 Shares shall be delivered to or at the direction
of the Option Holder upon payment therefor. If Stock Options on less than all
Shares evidenced by an Option Certificate are exercised, UIH Latin America shall
deliver a new Stock Option Certificate evidencing the Stock Option on the
remaining Shares upon delivery of the Stock Option Certificate for the Stock
Option being exercised.

               (ii) The exercise price shall be paid by any of the following
methods or any combination of the following methods at the election of the
Option Holder, or by any other method approved by the Committee upon the request
of the Option Holder:

                                       12
<Page>

                    (A) in cash;

                    (B) by certified check, cashier's check or other check
acceptable to UIH Latin America, payable to the order of UIH Latin America;

                    (C) by delivery to UIH Latin America of certificates
representing the number of shares then owned by the Option Holder, the Fair
Market Value of which equals the purchase price of the Stock purchased pursuant
to the Stock Option, properly endorsed for transfer to UIH Latin America;
provided however, that no Stock Option may be exercised by delivery to UIH Latin
America of certificates representing Stock, unless such Stock has been held by
the Option Holder unrestricted for more than six months or such other period as
specified by the Committee; for purposes of this Plan, the Fair Market Value of
any shares of Stock delivered in payment of the purchase price upon exercise of
the Stock Option shall be the Fair Market Value as of the exercise date; the
exercise date shall be the day of delivery of the certificates for the Stock
used as payment of the Option Price; or

                    (D) by delivery to UIH Latin America of a properly executed
notice of exercise together with irrevocable instructions to a broker to deliver
to UIH Latin America promptly the amount of the proceeds of the sale of all or a
portion of the Stock or of a loan from the broker to the Option Holder required
to pay the Option Price.

          (g) WITHHOLDING.

               (i) NON-QUALIFIED OPTIONS. Upon exercise of a Non-Qualified
Option, the Option Holder shall make appropriate arrangements with the Company
to provide for the amount of additional withholding required by Sections 3102
and 3402 of the Code and applicable state income tax laws, including payment of
such taxes through delivery of shares of Stock or by withholding Stock to be
issued under the Non-Qualified Option, as provided in Article XI.

               (ii) INCENTIVE OPTIONS. If an Option Holder makes a disposition
(as defined in Section 424(c) of the Code) of any Stock acquired pursuant to the
exercise of an Incentive Option prior to the expiration of two years from the
date on which the Incentive Option was granted or prior to the expiration of one
year from the date on which the Incentive Option was exercised, the Option
Holder shall send written notice to the Company at the Company's principal place
of business of the date of such disposition, the number of Shares disposed of,
the amount of proceeds received from such disposition and any other information
relating to such disposition as the Company may reasonably request. The Option
Holder shall, in the event of such a disposition, make appropriate arrangements
with the Company to provide for the amount of additional withholding, if any,
required by Sections 3102 and 3402 of the Code and applicable state income tax
laws.

     6B.3 RESTRICTIONS ON INCENTIVE OPTIONS.

          (a) INITIAL EXERCISE. The aggregate Fair Market Value of the Shares
with respect to which Incentive Options are exercisable for the first time by an
Option Holder in any calendar year, under the Plan or otherwise, shall not
exceed $100,000. For this purpose, the Fair Market Value of the Shares shall be
determined as of the date of grant of the Incentive Option.

                                       13
<Page>

          (b) TEN PERCENT STOCKHOLDERS. Incentive Options granted to an Option
Holder who is the holder of record of 10% or more of the outstanding Stock of
UIH Latin America shall have an Option Price equal to 110% of the Fair Market
Value of the Shares on the date of grant of the Incentive Option and the Option
Period for any such Incentive Option shall not exceed five years.

                                  ARTICLE VII

                   CORPORATE REORGANIZATION; CHANGE IN CONTROL

     7.1 REORGANIZATION. Upon the occurrence of any of the following events, if
the notice required by Section 7.2 shall have first been given, the Plan and all
Stock 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 UIH Latin America: (a) the merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger, or reorganization 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 holding company of
an entity or entities that conduct the business or business formerly conducted
by the Company); or (c) the dissolution or liquidation of the Company.

     7.2 REQUIRED NOTICE. At least 30 days' prior written notice of any event
described in Section 7.1 shall be given by the Company to each Option Holder
unless in the case of the events described in clauses (a) or (b) of Section 7.1,
the Company, or the successor or purchaser, as the case may be, shall make
adequate provision for the assumption of the outstanding Stock Options or the
substitution of new options for the outstanding Stock Options on terms
comparable to the outstanding Stock Options except that, with respect to Stock
Options, the Option Holder shall have the right thereafter to purchase the kind
and amount of securities or property or cash receivable upon such merger,
consolidation, other reorganization, sale or conveyance by a holder of the
number of Shares that would have been receivable upon exercise of the Stock
Option immediately prior to such 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 VII shall similarly apply
to successive mergers, consolidations, reorganizations, sales or conveyances.
Such notice shall be deemed to have been given when delivered personally to an
Option Holder or when mailed to an Option Holder by registered or certified
mail, postage prepaid, at such Option Holder's address last known to the
Company.

     7.3 ACCELERATION OF EXERCISABILITY. Option Holders notified in accordance
with Section 7.2 may exercise their Stock 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 have been satisfied.

     7.4 CHANGE IN CONTROL.

                                       14
<Page>

          (a) FULL VESTING. If a Change in Control (as defined below) occurs,
all Phantom Options and Stock Options shall become exercisable in full,
regardless of whether all conditions of exercise relating to length of service
have been satisfied.

          (b) PUBLICLY TRADED. If the Stock is Publicly Traded, a "Change in
Control" is deemed to have occurred if (i) a person (as such term is used in
Section 13(d) of the Exchange Act) becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of shares of the Company 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 (ii) individuals who constitute the
directors of the Company at the beginning of a 24-month period cease to
constitute at least 2/3 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 7.4, no Phantom Option or Stock Option
will become exercisable by virtue of the occurrence of a Change in Control if
the Option Holder of that Phantom Option or Stock Option or any group of which
that Option Holder is a member is the person whose acquisition constituted the
Change in Control.

          (c) NOT PUBLICLY TRADED. If the Stock is not Publicly Traded, a
"Change in Control" is defined as (i) the sale of stock having 50% or more of
the voting control or economic value of the Company, or (ii) merger of the
Company with another entity pursuant to which Shares of Stock are surrendered in
exchange for other stock of another entity or (iii) 50 percent or more of the
capital stock of the Company is acquired without the consent of a majority of
the members of the Board who are unaffiliated with the acquiror. Upon a Change
in Control, the Phantom Options, Stock Options or Shares held pursuant to the
exercise of Stock Options will, if the Company so chooses, be acquired by the
Company immediately for the same value per Share as established in the Change in
Control. In the case of a merger where the Company is not the surviving entity,
the Company may require the outstanding Phantom Options, Stock Options, Options
or Shares acquired pursuant to the exercise of Stock Options to be exchanged for
new options or shares.

          (d) CHANGE IN CONTROL OF UIH. A "Change in Control" shall occur for
purposes of this Plan if there is a change in control of UIH, as defined in the
United International Holdings, Inc. 1993 Stock Option Plan, and, following the
Change in Control of UIH, the Option Holder's employment is terminated for Good
Reason. For purposes of this Plan, "Good Reason" shall mean:

               (i) the assignment to the Option Holder of any duties
inconsistent in any respect with the Option Holder's position (including status,
offices, and titles), authority, duties or responsibilities, or any other action
by the Company that results in a diminution in such position, authority, duties
or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and that is remedied by the Company
promptly after receipt of notice thereof given by the Option Holder;

               (ii) any failure by the Company to comply with any of the
provisions of any employment agreement between the Option Holder and the
Company, other than an

                                       15
<Page>

isolated, insubstantial and inadvertent failure not occurring in bad faith and
that is remedied by the Company promptly after receipt of notice thereof given
by the Option Holder;

               (iii) any purported termination by the Company of the Option
Holder's employment otherwise than as expressly permitted by any employment
agreement between the Option Holder and the Company; or

               (iv) any failure by UIH to require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of UIH to assume expressly and
agree to perform any employment agreement between the Option Holder and UIH in
the same manner and to the same extent that UIH would be required to perform it
if not such succession had taken place.

     7.5 PAYMENT FOR OUTSTANDING PHANTOM OPTIONS. Upon the occurrence of the
events described in Section 7.1 or 7.4, each outstanding Phantom Option shall be
deemed to be exercised on the date of the occurrence. UIH Latin America or its
successor shall deliver to each Option Holder amount equal to the excess of the
Fair Market Value of the Stock on the date of the occurrence over the Phantom
Option Price. Payment shall be made, as the Company determines in its sole
discretion, in (i) cash, (ii) freely tradable shares of Class A Common Stock of
UIH, which shall be valued at the closing price on the day before the date the
Company makes payment to the Option Holder, or (iii) if the Stock is Publicly
Traded, freely tradable shares of Stock. All payments shall be subject to the
withholding of applicable federal, state, and local taxes. Upon payment for the
outstanding Phantom Options, all outstanding Phantom Options shall automatically
terminate and be of no further force or effect whatever without the necessity
for any additional notice or other action by the Board of UIH Latin America. For
this purpose, the date of the occurrence shall be as follows:

          (a) In the case of a merger or consolidation of the Company, or the
sale or conveyance of the property of the Company as an entirety or
substantially as an entirety, the date of the closing of the transaction.

          (b) In the case of the liquidation or dissolution of the Company, the
date on which the Board adopts resolutions to dissolve or liquidate the Company.

          (c) In the case of a change in ownership of the Company's stock under
Section 7.4, the date on which the last shares that cause the Change in Control
are purchased.

          (d) In the case of a change in the membership of the Board, the date
of the shareholders meeting at which the new directors were elected.

                                  ARTICLE VIII

                        RESTRICTION ON TRANSFER OF STOCK

     8.1 NO TRANSFER. If the Stock is not Publicly Traded, an Option Holder may
not sell, transfer by gift or otherwise, or otherwise dispose of any Stock
acquired pursuant to the exercise of a Stock Option other than as provided in
this Article VIII. If the Stock is Publicly Traded, the

                                       16
<Page>

provisions of this Article VIII shall not apply, and an Option Holder may
dispose of Stock acquired pursuant to the exercise of a Stock Option at any time
in any manner that is in compliance with applicable federal and state securities
laws.

     8.2 SALE TO UIH LATIN AMERICA DURING EMPLOYMENT. If the Stock is not
Publicly Traded, the Option Holder shall have the right to require UIH Latin
America to purchase all or a portion of the Stock acquired by the Option Holder
pursuant to the exercise of a Stock Option. The purchase price shall be Fair
Market Value. The Option Holder may exercise the right once each calendar
quarter upon 30 days prior written notice to UIH Latin America specifying the
number of Shares that the Option Holder wishes to sell. If the Option Holder has
not exercised the Stock Option prior to the date on which the Option Holder
elects to sell the Stock, the Company shall pay the Option Holder an amount
equal to the excess of the Fair Market Value of the Stock over the Option Price
for the Stock. The purchase price shall be paid, as the Company determines in
its sole discretion, in cash or in freely tradable shares of Class A Common
Stock of United International Holdings, Inc., which shall be valued at the
closing price on the day before the date the Company makes payment to the Option
Holder. Notwithstanding the foregoing, if, in the good faith judgment of the
Committee, payment to the Option Holder (either in cash or in stock) would
result in a default under then existing public or private debt of the Company,
then the Committee may elect to defer payment until such time as such payment
would not result in a default. Any amount so deferred shall earn interest at a
rate of 1% per month.

     8.3 SALE TO UIH LATIN AMERICA FOLLOWING TERMINATION OF EMPLOYMENT. If the
Option Holder terminates employment for any reason and if the Stock is not
Publicly Traded, the Option Holder or the Option Holder's personal
representative, guardian, conservator, or other authorized agent or
representative may sell all or a portion of the Stock acquired through the
exercise of Options to UIH Latin America once each calendar quarter upon 30 days
prior written notice specifying the number of Shares to be sold. If the Stock is
not Publicly Traded, UIH Latin America shall have the right to acquire the
Shares at any time, at Fair Market Value, upon a good faith determination by the
Board that it is in the best interests of the Company to acquire such Shares in
order to facilitate a corporate transaction. The purchase price shall be paid,
as the Company determines in its sole discretion, in cash or in freely tradable
shares of Class A Common Stock of United International Holdings, Inc., which
shall be valued at the closing price on the day before the date the Company
makes payment to the Option Holder.

     8.4 DETERMINATION OF FAIR MARKET VALUE. If the Stock is not Publicly
Traded, Fair Market Value shall be determined by the Board in good faith. For
this purpose, Fair Market Value is the price at which a willing seller, under no
obligation to sell, would sell and the price at which a willing buyer, under no
obligation to buy, would buy.

          (a) The value of UIH Latin America shall be established by a
significant transaction (I.E., sale of stock, merger, or other transaction that
would establish a fair market value for UIH Latin America) if such a transaction
has occurred within three months prior to the date as of which Fair Market Value
is established.

          (b) If section 8.4(a) is not applicable, it is contemplated that Fair
Market Value will be determined according to the formula (x) minus (y), with
such modifications as the Board in good faith deems appropriate to reflect
accurately current market conditions, provided

                                       17
<Page>

however, the methodology used to determine fair market value shall be consistent
with the methodology used to establish the initial exercise price of Options
granted under the Plan, where:

          (x) is equal to ten times the trailing twelve months EBITDA (earnings
          before interest, taxes, depreciation, and amortization) of each
          operating company less the net liabilities of each operating company,
          multiplied by UIH Latin America's ownership percentage in the
          operating company; provided that the Board shall have the discretion
          to vary the multiplier; however, it is expected that the multiplier
          shall not be less than eight or more than twelve; and

          (y) is equal to the net liabilities of UIH Latin America (excluding
          any liabilities of the operating companies that were included in the
          calculation of (x)).

          (c) The following provisions will apply as appropriate to the fair
market value calculation set forth in section 8.4(b) above.

               (i) "Net liabilities" equal total long-term liabilities, less
net-working capital surplus, or plus net working capital deficit of the entity.

               (ii) With respect to any fair market valuation determined in
accordance with section 8.4(b) above, the value of any operating company will be
the value established by a transaction involving such operating company as
described in section 8.4(a) above.

               (iii) For any operating company which has been in operation for
less than 36 months at the time of the valuation, or in the event that the Board
believes that the methodology used in section 8.4(b) does not fairly reflect the
value of any operating company, then a professional advisor or qualified
appraiser may be engaged to determine the value of such operating company by
employing standard and customary methodologies, which may include a discounted
cash flow analysis.

               (iv) Fair Market Value will be determined no more frequently than
once every six months, and the most recent prior valuation shall be deemed to be
the Fair Market Value. If there has been an event which in the opinion of the
Board is likely to have a material effect on the Fair Market Value, then a new
valuation may be carried out.

     8.5 PURCHASE; INFORMATION TO OPTION HOLDER. Within ten days after receiving
the notice from the Option Holder or the Option Holder's representative
specifying the number of Shares to be sold, UIH Latin America shall furnish the
Option Holder with information about the business and financial condition of UIH
Latin America and the Affiliated Corporations. UIH Latin America shall make
payment for the Stock no earlier than the thirtieth day after receiving the
notice from the Option Holder, or on such later date as UIH Latin America and
the Option Holder mutually agree. The purchase price shall be paid, as the
Company determines in its sole discretion, in cash or in freely tradable shares
of the Class A Common Stock of United International Holdings, Inc., which shall
be valued at the closing price on the day before the date the Company makes
payment to the Option Holder.

                                   ARTICLE IX

                                       18
<Page>

                           EMPLOYMENT; TRANSFERABILITY

     9.1 EMPLOYMENT. Nothing contained in the Plan or in any Phantom Option or
Stock Option granted under the Plan shall confer upon any Option Holder any
right with respect to the continuation of his employment by, or consulting
relationship with, the Company, or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement or other
contract to the contrary, at any time to terminate such services or to increase
or decrease the compensation of the Option Holder from the rate in existence at
the time of the grant of a Phantom Option or Stock Option. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
a termination of service shall be determined by the Committee at the time.

     9.2 OTHER EMPLOYEE BENEFITS. The amount of any compensation received or
deemed to be received by an Option Holder as a result of the exercise of a
Phantom Option or Stock Option or the sale of Shares received upon such exercise
shall not constitute "earnings" or "compensation" with respect to which any
other employee benefits of such employee are determined, including without
limitation benefits under any pension, profit sharing, 401(k), life insurance or
salary continuation plan.

     9.3 NONTRANSFERABILITY. No right or interest of any Option Holder in a
Phantom Option or Stock Option granted pursuant to the Plan, shall be assignable
or transferable during the lifetime of the Option Holder, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event of an Option Holder's death, an Option Holder's rights
and interests in Phantom Option or Stock Options shall, to the extent provided
in Article VI be transferable by will or the laws of descent and distribution.

                                    ARTICLE X

                           SECURITIES LAW RESTRICTIONS

     Each Stock Option shall be subject to the requirement that, if at any time
counsel to UIH Latin America shall determine that the listing, registration or
qualification of the Shares subject to such Stock Option grant upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of,
or in connection with, the issuance or purchase of Shares thereunder, such Stock
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require UIH Latin America to apply for or to obtain such listing,
registration or qualification.

                                   ARTICLE XI

                                   WITHHOLDING

     11.1 WITHHOLDING REQUIREMENT. UIH Latin America's obligations to deliver
Shares of Stock upon the exercise of any Stock Option shall be subject to the
Option Holder's satisfaction of all applicable federal, state and local income
and other tax withholding requirements. UIH

                                       19
<Page>

Latin America shall withhold all amounts required to be withheld for federal,
state, and local tax purposes from all payments made upon the exercise of a
Phantom Option.

     11.2 WITHHOLDING WITH STOCK. At the time the Committee grants a Stock
Option, it may, in its sole discretion, grant the Option Holder an election to
pay all such amounts of tax withholding, or any part thereof, by electing to
transfer to UIH Latin America, or to have UIH Latin America withhold from Shares
otherwise issuable to the Option Holder, Shares of Stock having a value equal to
the amount required to be withheld or such lesser amount as may be elected by
the Option Holder. All elections shall be subject to the approval or disapproval
of the Committee. The value of Shares of Stock to be withheld shall be based on
the Fair Market Value of the Stock on the date that the amount of tax to be
withheld is to be determined (the "Tax Date"). Any such elections by Option
Holders to have Shares of Stock withheld for this purpose will be subject to the
following restrictions and any additional restrictions imposed by the Committee:

          (a) All elections must be made prior to the Tax Date.

          (b) All elections shall be irrevocable.

          (c) If the Option Holder is an officer or director of UIH Latin
America within the meaning of Section 16 of the 1934 Act ("Section 16"), the
Option Holder must satisfy the requirements of such Section 16 and any
applicable Rules thereunder with respect to the use of Stock to satisfy such tax
withholding obligation.

                                   ARTICLE XII

                                  MISCELLANEOUS

     12.1 EXPIRATION. The Plan shall terminate whenever the Board adopts a
resolution to that effect. If not sooner terminated by the Board, the Plan shall
terminate and expire on June 1, 2003. After termination, no additional Phantom
Options or Stock Options shall be granted under the Plan, but the Company shall
continue to recognize Phantom Options and Stock Options previously granted.

     12.2 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, without the consent of the Option Holder, alter
a material term of any Phantom Option or Stock Option previously granted under
the Plan or deprive any Option Holder of any Shares that he may have acquired
through or as a result of the Plan.

     12.3 TREATMENT OF PROCEEDS. Proceeds from the sale of Stock pursuant to
Stock Options granted under the Plan shall constitute general funds of the
Company.

     12.4 SECTION HEADINGS. The section headings are included herein only for
convenience, and they shall have no effect on the interpretation of the Plan.

     12.5 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

                                       20
<Page>

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.

     12.6 GENDER AND NUMBER. Except when otherwise indicated by the context, the
masculine gender shall include the feminine gender, and the definition of any
term herein in the singular shall also include the plural.

Dated: To be effective June 6, 1997.


                                        UIH LATIN AMERICA, INC.