TELEVISION AND RADIO BROADCASTING SERVICES

                              AUSTRALIA PTY LIMITED



                                  ("Assignor")



                                       and



                       AUSTAR UNITED LICENCECO PTY LIMITED



                                  ("Assignee")



                                       and



                      AUSTAR UNITED COMMUNICATIONS LIMITED



                                  ("Guarantor")







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            AGREEMENT TO ASSIGN LICENCES FOR RADIO FREQUENCY SPECTRUM

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                           Peter Cornelius & Partners
                           1st Floor 147a King Street

                                   Sydney 2000

                               Tel: 02 - 9232 6000

                                  DX252 Sydney

<PAGE>


            AGREEMENT TO ASSIGN LICENCES FOR RADIO FREQUENCY SPECTRUM

THIS AGREEMENT is made on 21 October 2000.

PARTIES

TELEVISION AND RADIO BROADCASTING SERVICES AUSTRALIA PTY LIMITED ACN 070 677 717
of 55 Pyrmont Bridge Road, Pyrmont ("Assignor");

AUSTAR  UNITED  LICENCECO  PTY  LIMITED ACN 094 085 024 of Level 29, AAP Centre,
George Street, Sydney 2000 ("Assignee"); and

AUSTAR UNITED COMMUNICATIONS LIMITED ACN 087 695 707 of Level 29, AAP Centre 259
George Street, Sydney 2000 ("Guarantor")


RECITALS

A.   The  Assignor  holds a number of Licences  for  specified  radio  frequency
     spectrum.

B.   The Assignor has agreed to assign the Licences for radio frequency spectrum
     it  holds to the  Assignee  under  Chapter  3 Part  3.2  Division  5 of the
     Radiocommunications Act.

C.   The Assignee has agreed to accept the assignment of the Licences.

D.   The Guarantor is a holding  company of the  Assignee,  and  guarantees  the
     obligations of the Assignee under this  agreement in  consideration  of the
     Assignor entering into this agreement.


OPERATIVE PROVISIONS

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this  agreement,  unless the contrary  intention  appears or the context
     otherwise requires:

     "ACA" means the Australian Communications Authority;

     "Assignee Warranties" means those warranties set out in Schedule 2;

     "Assignor Warranties" means those warranties set out in Schedule 3;

     "Business  Day" means a day on which banks are open for business in Sydney,
     Australia other than a Saturday, Sunday or public holiday;

     "Claim" means any claim, demand, action, or cause of action,  including but
     not limited to in contract,  in tort,  in equity or under  statute,  or any
     loss,  cost,  expense or liability  arising from or in connection  with the
     negotiation  and  implementation  of this  agreement,  the  Licences or any
     breach or default under this agreement  (including any breach of a Assignor
     Warranty) or under an indemnity;

     "Completion"  means the  completion  of the  assignment  of the Licences in
     accordance with Clause 6;

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     "Completion Date" means the date referred to in Clause 6.1;

     "Condition" means the condition referred to in Clause 2.1;

     "Deposit" means $14 million;

     "Deposit  Account" means an interest bearing account held by Macquarie Bank
     Limited as stakeholder;

     "Duty" means any stamp,  transaction or registration duty or similar charge
     imposed by any  Government  Authority and includes,  but is not limited to,
     any interest,  fine, penalty,  charge or other amount imposed in respect of
     the above;

     "Encumbrance" means any Security Interest,  pledge,  mortgage, lien, charge
     or adverse claim of ownership or use;

     "FIRB" means the Treasurer of the Commonwealth of Australia, whether acting
     on the advice of the Foreign Investment Review Board of the Commonwealth of
     Australia or not;

     "Government    Authority"    means   any   government   or    governmental,
     semi-governmental,  administrative,  fiscal or judicial  body,  department,
     commission, authority, tribunal, agency or entity;

     "GST" has the meaning given by A New Tax System (Goods and Services Tax Act
     1999;

     "Guaranteed  Moneys" means all debts and other  liabilities of the Assignee
     to the Assignor under or in relation to this agreement and in any capacity,
     irrespective of whether the debts and other liabilities:

     (a)  are present or future;

     (b)  are actual or contingent;

     (c)  are ascertained or unascertained;

     (d)  are owed or incurred  alone,  or  severally  or jointly with any other
          person;

     (e)  are owed or incurred as principal,  interest,  fees, charges,  Duties,
          damages  (whether  for breach of  contract  or tort or incurred on any
          other ground), losses, costs, expenses or on any other account; or

     (f)  comprise any combination of the above, and includes debts and monetary
          liabilities owed or incurred under or pursuant to this agreement;

     "Interest  Rate" means 7% per annum  calculated  on a daily  basis  without
     compounding;

     "Laws" means all laws including rules of common law,  principles of equity,
     statutes,   regulations,   proclamations,   ordinances,   by-laws,   rules,

                                       2
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     regulatory principles and requirements,  mandatory codes of conduct, writs,
     orders,  injunctions,  judgements,   determinations  or  statutory  licence
     conditions;

     "Licences" means the licences specified in Schedule 1, including the rights
     granted under those licences;

     "Purchase Price" means the total  consideration  paid for the assignment of
     the rights granted under the Licences comprising:

     (a)  Immediate cash component - $110 million payable on Completion.

     (b)  Deferred  component - $30 million plus  interest  payable under Clause
          6.3.

     "Register"  means the register  established  pursuant to Section 143 of the
     Radiocommunications Act 1992;

     "Related Body Corporate" has the same meaning as in the Corporations Law;

     "Security Interest" means an interest or power:

     (a)  reserved  in or over  an  interest  in any  asset  including,  but not
          limited to, any retention of title; or

     (b)  created  or  otherwise  arising in or over any  interest  in any asset
          under a bill of sale, mortgage, charge, lien, pledge, trust or power,

     by way  of  security  for  the  payment  of a debt  or any  other  monetary
     obligation or the performance of any other obligation and includes,  but is
     not limited to, any agreement to grant or create any of the above;

     "Transfer  Forms" means ACA forms for the assignment of the Licences to the
     Assignee in the form of Annexure 1 of this agreement;

     "Warranties" means the Assignee Warranties and the Assignor Warranties.

1.2  Interpretation

     In this agreement, unless the context otherwise requires:

     (a)  a reference  to this  agreement  is a reference  to this  agreement as
          amended, varied, novated or substituted from time to time;

     (b)  a reference to any legislation  includes all legislation,  regulations
          and instruments  issued under that  legislation and any  modification,
          consolidation,   amendment,   re-enactment   or  replacement  of  that
          legislation;

     (c)  a word importing the singular includes the plural and vice versa and a
          gender includes each other gender;

     (d)  where a word or phrase is given a defined  meaning,  any other part of
          speech  or  other  grammatical  form of  that  word  or  phrase  has a
          corresponding meaning;

                                       3
<PAGE>


     (e)  a reference  to a Clause,  Schedule  or  Annexure is a reference  to a
          Clause, Schedule or Annexure of this agreement;

     (f)  any heading used in the agreement is for convenience only and does not
          affect the interpretation of this agreement;

     (g)  the Schedules of, and Recitals and Annexures to, this  agreement  form
          part of this agreement;

     (h)  words and expression  importing  natural persons includes any company,
          corporation  or other body  corporate  or other  person,  firm,  joint
          venture,  partnership,   trust  or  other  entity  or  any  Government
          Authority and vice versa;

     (i)  references to any of the parties hereto, where relevant,  is deemed to
          be  references  to or  include,  as  appropriate,  its  successors  or
          permitted assigns;

     (j)  reference to time is a reference to time in Sydney, Australia;

     (k)  a  reference  to  "dollars"  or  "$"  is to an  amount  in  Australian
          currency;

     (l)  unless otherwise expressly stated,  references to, or any payments of,
          monetary   amounts  must  be  in  immediately   available  and  freely
          transferable  funds and where  payment  is to be made to the  Assignor
          such payment must be made to the Assignor or as it may direct; and

     (m)  whenever  any payment is to be made or any act,  matter or thing is to
          be done under  this  agreement  on a day which is not a Business  Day,
          then such  payment  must be made or act,  matter or thing  done on the
          next day which is a Business Day.

2    CONDITION PRECEDENT

2.1  Condition

     Completion will not proceed unless at least one of the following occurs:

     (a)  A notice in writing is issued  by, or on behalf of, the  Treasurer  of
          the Commonwealth of Australia stating that the Commonwealth Government
          does not object under the Government's  foreign  investment  policy to
          the  parties  entering  into and  completing  this  agreement  and the
          transactions  contemplated  by it following an application  made under
          the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA").

     (b)  The Treasurer of the Commonwealth of Australia  becomes precluded from
          making an order in respect of the  transactions  contemplated  by this
          agreement under FATA, if those transactions are prohibited by FATA.

     (c)  FIRB   notifies  the   Assignee  in  writing  that  the   transactions
          contemplated by this agreement are not within the scope of FATA.

                                       4
<PAGE>


2.2  Condition Precedent

     The Condition in Clause 2.1 is a condition precedent to Completion.

2.3  Reasonable Endeavours

     (a)  The Assignee must use all reasonable  endeavours and act diligently to
          procure  that the  Condition  in Clause  2.1 is  fulfilled  as soon as
          possible.

     (b)  The Assignee must:

          (1)  forthwith lodge its application for the approval  contemplated by
               Clause 2.1 ("FIRB  approval") which shall in all respects contain
               all information which FIRB may require;

          (2)  not withdraw its  application for FIRB approval and must promptly
               comply with FIRB's requests for information;

          (3)  notify the  Assignor  in writing  forthwith  of FIRB  granting or
               refusing to grant its approval to the assignment of the Licences;

     (c)  The Assignor must provide the Assignee with all reasonable  assistance
          to obtain FIRB approval.

     (d)  The  Assignor  will  not  provide   information   to  FIRB  without  a
          representative of the Assignee  approving that information  unless the
          Assignor is required to provide that  information  by Law or to comply
          with a request by FIRB.

2.4  Termination

     (a)  If the  Condition in Clause 2.1 is not  satisfied or waived in writing
          in  accordance  with Clause 2.5 by 31  December  2000 or by such later
          time as the  parties  agree in  writing,  then this  agreement  may be
          terminated  by either the  Assignor  or the  Assignee  giving  written
          notice of termination to the other.

     (b)  If this agreement is terminated pursuant to Clause 2.4(a), the parties
          shall remain liable for any pre-existing breach of this agreement.

2.5  Waiver

     The Condition in Clause 2.1 can be waived only by the Assignee.

3    DEPOSIT

3.1  Pay Deposit

     (a)  On  signing  this  agreement,  the  Assignee  must pay the  Deposit to
          Macquarie  Bank Limited by bank cheque which must  forthwith be placed
          into a Deposit  Account  in the joint  names of the  Assignee  and the
          Assignor.

     (b)  The Deposit must be dealt with in accordance with this Clause 3.


                                       5
<PAGE>


3.2  Investment of Deposit

     The Assignor and the Assignee must:

     (a)  instruct   Macquarie   Bank  Limited  to  invest  the  Deposit   until
          Completion, rescission or termination of this agreement in the Deposit
          Account; and

     (b)  procure the  withdrawal  of the  Deposit  and accrued  interest on the
          Completion  Date  or  upon  the  rescission  or  termination  of  this
          agreement  and  pay it to the  party  entitled  to the  Deposit  under
          Clauses 3.3 and 3.4 including delivery of any necessary authorities to
          Macquarie Bank Limited to release the Deposit in accordance  with this
          agreement.

3.3  Interest on the Deposit

     Interest on the Deposit is payable to the person entitled to the Deposit in
     accordance with Clause 3.4.

3.4  Entitlement to Deposit

     (a)  The  Assignor is  entitled to the Deposit and any accrued  interest on
          the Deposit if:

          (1)  Completion occurs in accordance with Clause 6; or

          (2)  the Assignee is in breach of:

               (A)  any obligation  under this agreement (other than those which
                    require the payment of money to the Assignor and those which
                    are  incapable of remedy) and has not  remedied  that breach
                    within 5 Business Days notice from the Assignor to do so;

               (B)  any obligation  under this  agreement  which is incapable of
                    remedy; or

               (C)  any  obligation  under  this  agreement  to pay money to the
                    Assignor.

     (b)  The  Assignee is  entitled to the Deposit and any accrued  interest on
          the  Deposit in all  circumstances  (including  if this  agreement  is
          terminated)  except  where the Assignor is entitled to the Deposit and
          any accrued interest in accordance with Clause 3.4(a).

     (c)  The rights set out in Clauses 3.4(a) and (b) are without  prejudice to
          any other rights or remedies that the parties may have.

4    TITLE

     Title  to the  Deposit  shall  pass  to the  Assignor  or the  Assignee  as
     appropriate when they become entitled to the Deposit under Clause 3.4.

5    NOT USED


                                       6
<PAGE>


6    COMPLETION

6.1  Completion Date

     The Completion Date means the date on which Completion occurs in accordance
     with Clause 6.

6.2  Time & Place for Completion

     Completion will occur as soon as reasonably  practicable  (but in any event
     no  longer  than  5  Business  Days)  after  the  Condition  is  satisfied.
     Completion will take place at the Canberra offices of the ACA at 12.00pm or
     such other time and/or place as the parties may agree in writing

6.3  Payment of Purchase Price

     (a)  The Purchase Price is to be paid as follows:

          (1)  at Completion, the Assignee must:

               (A)  pay $96 million to the Assignor by bank cheque  ("Completion
                    Cheque"); and

               (B)  deliver an authority addressed to Macquarie Bank Limited for
                    Macquarie  Bank  Limited  to  release  the  Deposit  to  the
                    Assignor.

          (2)  On or before 31 August 2001, the Assignee must pay $30 million to
               the  Assignor  as well as all  accrued  interest  on that  amount
               calculated  at the  Interest  Rate  from  but not  including  the
               Completion   Date  to  and  including  the  date  of  payment  in
               accordance with this clause.

     (b)  At  Completion,  the  Assignor  must deliver an authority to Macquarie
          Bank Limited for Macquarie  Bank Limited to release the Deposit to the
          Assignor.

6.4  Transfers

     (a)  On Completion  the Assignor will deliver to the ACA the Transfer Forms
          duly completed and duly signed by the Assignor,  following  receipt by
          it of the  Completion  Cheque.  The Assignor will hold the  Completion
          Cheque in escrow and will not bank the Completion  Cheque and title in
          the money underlying the Completion Cheque will not pass until the ACA
          has amended the  Register to show that the Assignee is the licensee of
          the Licences.

6.5  GST

     (a)  The  consideration  payable  under this  agreement  does not include a
          goods or services tax ("GST") or similar tax. If GST is imposed on any
          supply made under this  agreement,  the parties  agree that subject to
          the Assignor  issuing a valid tax invoice (as defined in the A New Tax
          System  (Goods and  Services)  Act  1999),  the  consideration  may be
          increased  by an  additional  amount  calculated  by  multiplying  the
          consideration  payable for the relevant  supply by the  prevailing GST
          rate at the time of the supply.

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<PAGE>


     (b)  Except where specifically  provided  otherwise in this agreement,  the
          parties  agree that any amount in  respect of GST  payable  under this
          Clause  6.5 must be paid by the  Assignee  before  the 21st day of the
          following  month after  receipt by the Assignee of the relevant  valid
          tax invoice  provided  that if the Assignee  does not pay the Assignor
          GST on the due  date  under  this  Clause  the  Assignee  must pay the
          Assignor any  additional  tax,  interest or penalties for late payment
          incurred by the Assignor as a result.

     (c)  The  Assignor  must  provide  the  Assignee  with an  adjustment  note
          immediately  upon becoming aware of an adjustment event (as defined in
          a New Tax System (Goods and Services) Tax Act 1999).

6.6  Assignment of Licences

     (a)  At Completion the Assignor,  effective from Completion  assigns to the
          Assignee and the Assignee accepts  assignment from the Assignor of all
          rights, title and interest in each of the Licences.

     (b)  From Completion, the Assignee must duly observe and perform all of the
          covenants,  terms,  conditions  and  obligations  to  be  observed  or
          performed by the Assignor under each Licence.

6.7  Assignor's Obligation Upon Completion

     On Completion the Assignor will deliver to the Assignee  original copies of
     the Licences (if not already provided).

6.8  Interdependence

     Each of the obligations of the parties  expressed as being required to take
     place at  Completion  must  occur  simultaneously  and none of them will be
     taken to have occurred until all of them have occurred.

7    PERIOD BEFORE COMPLETION

7.1  Prior to Completion

     (a)  During the period after both parties  have signed this  agreement  and
          until Completion, the Assignor will not:

          (i)  sell, transfer,  lease, assign or otherwise dispose of any of the
               Licences;

         (ii)  without the prior written approval of the Assignee (which consent
               cannot be unreasonably  withheld) create or allow any Encumbrance
               to arise over the Licences; or

        (iii)  knowingly  or  wilfully  do or fail  to do  anything  that  would
               result in the Assignor  breaching any  conditions of the Licences
               or any Laws applicable to the Licences.

                                       8
<PAGE>


     (b)  The Assignor will notify the Assignee of any claim, demand, action, or
          cause of action  made  against the  Assignor  prior to  Completion  in
          respect of the Licences.

     (c)  The  Assignee  must  forthwith  provide the ACA with such  information
          about the assignment contemplated by this agreement, including but not
          limited to any  applicable  fees, as the ACA requires (if any) for the
          purpose of amending the Register to take account of that assignment.

8    WARRANTIES AND INDEMNITIES

8.1  Warranties

     (a)  Unless otherwise stated, and subject to Clause 8.2, the Assignor gives
          to the  Assignee  the  Assignor  Warranties  as at the  date  of  this
          agreement and immediately prior to Completion.

     (b)  The  Assignee  and the  Guarantor  gives to the  Assignor the Assignee
          Warranties as at the date of this agreement and  immediately  prior to
          Completion.

8.2 Disclosure and Matters of Public Record

     The  Assignor  Warranties  other than the  Assignor  Warranties  numbered 1
     through 5 and 10 are given subject to and are qualified by:

     (a)  disclosures in this agreement;

     (b)  the written  information  provided by the Assignor to the Assignee for
          the  purposes  of due  diligence  enquiries  into  the  Licences,  the
          Assignor and the business of the Assignor; and

     (c)  matters recorded as at 4.00pm in Sydney on the date preceding the date
          of this  agreement  which  would have been  revealed by searches as at
          those times of any public register or data base kept by the ACA.

8.3  Assignor Indemnity

     (a)  The Assignor will  indemnify  the Assignee  against any loss or damage
          and all reasonable  costs and expenses it incurs as a direct result of
          the breach of the agreement by the Assignor  ("Assignee  Claim").  For
          the avoidance of doubt this indemnity extends, without limitation,  to
          reasonable legal costs.

     (b)  Within 15  Business  Days  after the  Assignee  receives  any claim or
          demand,  or is served  with any legal  proceedings,  which may lead to
          liability on the part of the Assignor  under any Assignee  Claim,  the
          Assignee  shall give written  notice to the Assignor  setting out full
          details of the claim, demand or legal proceedings.

     (c)  The Assignee  shall not compromise or pay any claim or demand or admit
          liability  in relation  to any claim or demand or agree to  arbitrate,
          compromise or settle any legal proceedings which may lead to liability
          on the part of the Assignor  under any Assignee  Claim  without  prior
          written approval of the Assignor.

     (d)  The Assignor will at any time be entitled at its election to:

                                       9
<PAGE>


          (i)  require,  at the  Assignor's  own  cost,  the  Assignee  (and the
               Assignee  will be obliged)  to take such  action as the  Assignor
               reasonably requires to avoid,  contest,  compromise or defend any
               claim, demand or legal proceedings which may lead to liability on
               the part of the Assignor under any Assignee Claim, or

         (ii)  take over responsibility for the conduct or defence of such claim
               or demand or legal proceedings.

     (e)  The  Assignor is not liable to the  Assignee  for any  Assignee  Claim
          arising from a claim,  demand or legal proceedings in respect of which
          the Assignee does not fully comply with this Clause 8.3.

     (f)  The  indemnity  given  in  Clause  8.3(a)  is  subject  to  all of the
          limitations that apply to a Claim for breach of an Assignee Warranty.

8.4  Assignee Indemnity

     (a)  The Assignee will  indemnify  the Assignor  against any loss or damage
          and all reasonable  costs and expenses it incurs as a direct result of
          the breach of the agreement by the Assignee  ("Assignor  Claim").  For
          the avoidance of doubt this indemnity  extends  without  limitation to
          reasonable legal costs.

     (b)  Within 15  Business  Days  after the  Assignor  receives  any claim or
          demand,  or is served  with any legal  proceedings,  which may lead to
          liability on the part of the Assignee  under any Assignor  Claim,  the
          Assignor  shall give written  notice to the Assignee  setting out full
          details of the claim, demand or legal proceedings.

     (c)  The Assignor  shall not compromise or pay any claim or demand or admit
          liability  in relation  to any claim or demand or agree to  arbitrate,
          compromise or settle any legal proceedings which may lead to liability
          on the part of the Assignee  under any Assignor  Claim  without  prior
          written approval of the Assignee.

     (d)  The Assignee will at any time be entitled at its election to:

          (i)  require,  at the  Assignee's  own  cost,  the  Assignor  (and the
               Assignor  will be obliged)  to take such  action as the  Assignee
               reasonably requires to avoid,  contest,  compromise or defend any
               claim, demand or legal proceedings which may lead to liability on
               the part of the Assignee under any Assignor Claim, or

         (ii)  take over responsibility for the conduct or defence of such claim
               or demand or legal proceedings.

     (e)  The  Assignee is not liable to the  Assignor  for any  Assignor  Claim
          arising from a claim,  demand or legal proceedings in respect of which
          the Assignor does not fully comply with this Clause 8.4.

                                       10
<PAGE>


     (f)  The  indemnity  given  in  Clause  8.4(a)  is  subject  to  all of the
          limitations that apply to a Claim for breach of an Assignor Warranty.

8.5  Not Entitled to Claim

     The  Assignee  must not make any Claim unless it is based on and limited to
     the  provisions  of this  agreement  (and,  if it relates to a breach of an
     Assignor Warranty,  such Claim must only be for the breach of that Assignor
     Warranty as qualified by the matters referred to in Clause 9).

8.6  Assignee's Reliance on its Own Inquiries

     The Assignee acknowledges and warrants and represents to the Assignor that:

     (a)  it is a sophisticated  investor and radio communications  operator and
          it has agreed to take an  assignment  of the  Licences  and enter this
          agreement as a result of its own  investigations  and  enquiries,  for
          which  it has had  ample  opportunity,  and has not  relied  upon  any
          warranty,  representation  or  assurance  given by or on behalf of the
          Assignor, other than as expressly set out in this agreement;

     (b)  except as expressly  set out in this  agreement,  neither the Assignor
          nor any  person  acting or  purporting  to act for or on behalf of the
          Assignor  have  given  notice  or made  any  warranty  or  undertaking
          concerning the Licences; and

     (c)  all conditions and warranties which would otherwise be implied in this
          agreement (whether by statute, the common law, equity, trade custom or
          usage or howsoever  otherwise)  are expressly  excluded to the maximum
          extent permitted by law.

8.7 Adjustment to Purchase Price

     Any amount  paid to the  Assignee  by the  Assignor  under  this  agreement
     including in connection with a Claim, will be treated as a reduction in the
     Purchase Price.

9    LIMITATION OF LIABILITY

9.1  Consequential Loss

     (a)  The Assignor is not liable to the Assignee  for, and the Assignee must
          not make a Claim for, any  consequential  or indirect loss  including,
          without limitation, lost profits and lost opportunities.

     (b)  The Assignee is not liable to the Assignor  for, and the Assignor must
          not make a Claim for, any  consequential  or indirect loss  including,
          without limitation, lost profits and lost opportunities.


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<PAGE>

9.2  Limitation for Insurance

     The Assignor is not liable to the Assignee for any Claim for loss or damage
     to the  extent  such  loss or  damage  is  recovered  under  any  policy of
     insurance of the  Assignee or a Related  Body  Corporate of the Assignee or
     would be so  recovered  by a policy of  insurance  had the Assignee and its
     Related Bodies Corporate  complied with their obligations under such policy
     of insurance  (including,  without  limitation,  by notifying  the relevant
     insurer  of the  occurrence  of all  insurable  events  and other  relevant
     matters within the necessary time periods).

9.3  Limitation for Future Events

     The Assignor is not liable to the Assignee for any Claim to the extent that
     it would not have arisen but for:

     (a)  anything  done or not done after  Completion  by the  Assignee  or any
          person  acting or  purporting  to act on behalf of the  Assignee(other
          than at the direction of the Assignor); or

     (b)  the enactment of any legislation or a change in Law or the practice of
          a  Government  Agency  after  the  date  of this  agreement  including
          legislation or any change which has a retrospective effect;

9.4  Time Limits

     (a)  The Assignor is not liable to the Assignee for any Claim unless:

          (i)  the Assignee has given written notice to the Assignor setting out
               full  details of the Claim and the  matters  giving  rise to that
               Claim within 2 years after Completion; and

         (ii)  the Claim was agreed,  compromised or settled or the Assignee has
               issued  and  served  legal   proceedings   against  the  Assignor
               concerning  the Claim  within 3 months  of  giving  notice of the
               Claim.

     (b)  The Assignee is not liable to the Assignor for a breach of an Assignee
          Warranty unless:

          (i)  the Assignor has given written notice to the Assignee setting out
               full  details of the Claim and the  matters  giving  rise to that
               Claim within 2 years after Completion; and

         (ii)  the Claim was agreed,  compromised or settled or the Assignor has
               issued  and  served  legal   proceedings   against  the  Assignee
               concerning  the Claim  within 3 months  of  giving  notice of the
               Claim.


                                       12
<PAGE>


9.5  Monetary Limits

     (a)  The Assignor is not liable to the Assignee for any Claim for breach of
          the Assignor Warranties unless:

          (i)  the amount of each claim is more than $140,000, in which case the
               Assignee may recover all amounts  claimed and not just the excess
               of $140,000; and

         (ii)  the  aggregate  amount  claimed in respect of all breaches  under
               this agreement must exceed  $700,000,  in which case the Assignee
               may  recover  all  amounts  claimed,  not  just the  excess  over
               $700,000.

     (b)  The  Assignee  is not  liable  to the  Assignor  for a  breach  of the
          Assignee Warranties unless:

          (i)  the amount of each claim is more than $140,000, in which case the
               Assignor may recover all amounts  claimed and not just the excess
               of $140,000; and

         (ii)  the  aggregate  amount  claimed in respect of all breaches  under
               this agreement must exceed  $700,000,  in which case the Assignor
               may  recover  all  amounts  claimed,  not  just the  excess  over
               $700,000.

9.6  Maximum Amount of Claims

     (a)  The maximum  aggregate amount of Claims which the Assignee may recover
          is the amount  (excluding  interest) it has paid to the Assignor under
          this agreement on account of the Purchase Price.

     (b)  For the avoidance of doubt, the Assignee cannot recover any amount for
          a Claim if it has already  recovered  an amount equal to the amount of
          cash it has paid to the Assignor under this agreement.

9.7  Frivolous Claim

     No party may make, or institute any legal proceedings for, any frivolous or
     vexatious Claim.

9.8  Right to Reimbursement

     (a)  The Assignee  must  reimburse  the Assignor an amount equal to any sum
          paid by the Assignor for any Claim which is subsequently  recovered by
          or paid to the Assignee by any third party  (including but not limited
          to, any insurer).

     (b)  The Assignor  must  reimburse  the Assignee an amount equal to any sum
          paid by the Assignee for any Claim which is subsequently  recovered by
          or paid to the Assignor by any third party  (including but not limited
          to, any insurer).

9.9  No Liability if Loss is Otherwise Compensated for

     No liability  will attach to the Assignor by reason of any breach of any of
     the Assignor Warranties to the extent that the same loss has been recovered

                                       13
<PAGE>


     by the Assignee under any other Assignor Warranty or term of this agreement
     and accordingly the Assignee may only recover once for the same loss.

10   OTHER MATTERS

10.1

     (a)  The  Guarantor  shall,  for a  period  of 12  months  from the date of
          Completion,  investigate  ways to assist the Assignor in marketing its
          non-English pay television channels ("the Assignor's channels") by:

          (i)  using its reasonable  endeavours to procure  distribution  of the
               Assignor's channels which are suitable for the New Zealand market
               at reasonable commercial rates and on reasonable commercial terms
               over any pay  television  network  in New  Zealand  in which  the
               Guarantor has an interest; and

         (ii)  using its reasonable  endeavours to procure  distribution  of the
               Assignor's channels which are suitable to the relevant markets at
               reasonable  commercial  rates and on reasonable  commercial terms
               over pay  television  networks which  UnitedGlobalCom  Inc has an
               interest.

     (b)  This Clause shall not merge on Completion.

11   GENERAL PROVISIONS

11.1 Further Assurance

     The  parties  covenant  and agree that each will do all acts and things and
     execute all deeds and documents and other writings as are from time to time
     reasonably required for the purposes of or to give effect to this agreement
     including to effect the  registration  of the assignment of the Licences to
     the Assignee by the ACA.

11.2 Governing Law

     (a)  This  agreement is governed by and  construed in  accordance  with the
          laws of New South Wales and of the applicable laws of the Commonwealth
          of Australia in force from time to time.

     (b)  Any legal action or  proceedings  with respect to this  agreement  may
          only be  brought  in any of the  courts  of New  South  Wales  and the
          parties hereby  exclusively  submit to the jurisdiction of such courts
          and of the courts of appeal there from.

11.3 Public Announcements and Confidentiality

     (a)  Subject to Clause  11.3(b) and (c),  each of the parties  will procure
          that neither it nor any of its Related Bodies  Corporate will make any
          public  announcement  or  disclosure to any person in relation to this
          agreement,  or  information of which it has become aware in connection

                                       14
<PAGE>


          with this  agreement,  unless it first  consults  with and obtains the
          agreement in writing of the other parties,  which  agreement is not to
          be unreasonably withheld, but:

          (1)  no party will be entitled to withhold  agreement in the case of a
               public  announcement or notification where and to the extent that
               the same is  required  by law or the  Australian  Stock  Exchange
               Limited Listing Rules; and

          (2)  a party will be entitled to make disclosures:

               (A)  to  the  directors,  secretary,  professional  advisers  and
                    bankers  of  that  party  so  long  as the  party  uses  all
                    reasonable  endeavours to ensure that the matters  disclosed
                    are kept confidential

               (B)  of  information  in the public domain other than as a breach
                    of this Clause; and

     (b)  Austar may make such public announcements or disclosure in relation to
          this  agreement  as required to satisfy  any  obligations  that it has
          under any Laws, including under the Listing Rules.

     (c)  The parties will agree the form of the public  announcement to be made
          by the  Guarantor  following  signing  of this  agreement  before  the
          Guarantor makes that announcement.

     (d)  The Non  Disclosure  Agreement  between the  Assignor and the Assignee
          dated 20 March  2000 will cease to apply to  Confidential  Information
          relating solely to the terms of the Licences.

11.4 No Set Off

     The  Assignee  must not set off  against  any  amount  payable by it to the
     Assignor  (or any amount due and payable or to become due and payable by it
     to the Assignor) any amount due and payable or to become due and payable by
     the Assignor to it.

11.5 Notices

     (a)  All  notices,  requests,  consents  and  other  documents  ("Notices")
          authorised or required to be given by or under this  agreement will be
          given in legible writing and in English and either  personally  served
          or sent by facsimile transmission ("fax") addressed as follows:

          Assignor

          To:          Television & Radio Broadcasting Services Australia Pty
                       Limited

          Address:     55 Pyrmont Bridge Road, Pyrmont 2009

          Fax  No:     9776 2323

          Attention:   Mr Mike Boulos


                                       15
<PAGE>

          Assignee and Guarantor

          To:          Austar United Communications Limited

          Address:     Level 29 AAP Centre, 259 George Street, Sydney 2000

          Fax  No:     9394 9850

          Attention:   Corporate Counsel

     (b)  Notices will be deemed served or given:

          (1)  if personally  served,  by being left at the address of the party
               to whom the Notice is given between the hours of 9.00 am and 5.00
               pm on any Business Day ("business hours");

          (2)  if sent by fax, when  successfully  transmitted  during  business
               hours in the place to where the  facsimile is being  transmitted,
               or if not during  business  hours,  then when business hours next
               commence.

     (c)  Any party may change its address for receipt of Notices at any time by
          giving  notice  to the  other  party.  Any  Notice  given  under  this
          agreement may be signed on behalf of any party by the duly  authorized
          representative  of that party and will be sent to all other parties to
          this agreement.

11.6 Successors and Assigns

     All of the terms and provisions of this  agreement are binding upon,  enure
     to the benefit of, and are  enforceable by the respective  representatives,
     successors  or assigns of each of the  parties  provided  that no party may
     assign any of its obligations or rights hereunder without the prior written
     consent of the other parties (which consent cannot be unreasonably withheld
     or delayed.)

11.7 Duty

     All Duty assessed on this agreement,  or concerning  anything done or to be
     done under this agreement (including the assignment of the Licences),  must
     be paid by the Assignee.  The Assignee  indemnifies the Assignor in respect
     thereof  and must  take all  steps  necessary  to  ensure  that all Duty is
     assessed  and paid within the time limits  required by law. The Assignee is
     liable for any penalty, interest or fine payable for the failure so to do.

11.8 Expenses

     Each party bears its own cost and expenses, including brokerage, investment
     bank,  legal or other  advisor fees and  commissions,  if any,  incurred in
     connection with this agreement and the transactions contemplated by it.

11.9 Entire agreement

     This  agreement  contains the entire  understanding  of the parties  hereto
     concerning the  transactions  contemplated by this agreement.  There are no


                                       16
<PAGE>


     understandings,  agreements,  warranties  or  representations,  express  or
     implied,  concerning the transactions contemplated by this agreement except
     for those specifically set forth herein.

11.10 Amendments

     No amendment or  modification  of, nor addition to, the  provisions of this
     agreement  are binding  unless it is in writing and executed by the parties
     to this agreement.

11.11 Waiver

     (a)  A party's  failure  or delay to  exercise  a power or a right does not
          operate as a waiver of that power or right.

     (b)  The exercise of a power or right does not preclude its future exercise
          or the exercise of any other power or right.

     (c)  No waiver of any power or right  under  this  agreement  is  effective
          unless it is in writing.

11.12 Severance and Reading Down

     (a)  Each word,  phrase,  sentence,  subparagraph,  paragraph,  sub-clause,
          Clause  or  other  provision   ("provision")   of  this  agreement  is
          severable.

     (b)  If a court  determines that a provision is  unenforceable,  illegal or
          void, the court may sever that provision which becomes inoperative.

     (c)  Such severance does not affect any other provision of this agreement.

     (d)  Where a provision of this agreement would otherwise be  unenforceable,
          illegal  or void,  the  effect of that  provision  will,  so far as is
          possible,  be limited and read down such that it is not unenforceable,
          illegal or void.

11.13 Counterparts

     This agreement may be executed in counterparts  which, when taken together,
     form one document.

11.14 Survival

     Clauses  1,  2.4,  3, 4,  6.5,  9, 11 and 12  survive  termination  of this
     agreement.

12   GUARANTEE AND INDEMNITY

12.1 Guarantee

     The Guarantor unconditionally and irrevocably guarantees to the Assignor:

     (a)  the payment of the Guaranteed Moneys; and

     (b)  the due and punctual  performance  by the  Assignee of the  Assignee's
          obligations under this agreement.

                                       17
<PAGE>


12.2 Payment

     If the  Guaranteed  Moneys  are not  paid  when  due,  the  Guarantor  must
     immediately  on demand from the Assignor pay to the Assignor the Guaranteed
     Moneys in the same manner as the Guaranteed Moneys are required to be paid.

12.3 Performance

     If  the  Assignee  fails  to  perform  any of its  obligations  under  this
     agreement when they are due, the Guarantor must  immediately on demand from
     the Assignor  perform  those  obligations  or cause the Assignee to perform
     those obligations.

12.4 Indemnity

     (a)  If any of the  Guaranteed  Moneys (or  amounts  which  would have been
          Guaranteed Moneys had they not been irrecoverable) are:

          (i)  irrecoverable from the Assignee; and

         (ii)  not  recoverable  by the Assignor from the Guarantor on the basis
               of a guarantee;

          the Guarantor as a separate and principal obligation;

          (i)  indemnifies the Assignor against any claim, action, damage, loss,
               liability,  cost, charge, expense,  outgoing or payment suffered,
               paid or incurred by the  Assignor in relation to the  non-payment
               of those amounts; and

         (ii)  must pay to the Assignor an amount equal to those amounts.

     (b)  The  Guarantor  indemnifies  the Assignor  against any claim,  action,
          damage, loss, liability,  cost, charge,  expense,  outgoing or payment
          suffered, paid or incurred by the Assignor in relation to:

          (i)  the failure of the Assignee to perform its obligations under this
               agreement; or

         (ii)  the failure of the Guarantor to cause the Assignee to perform its
               obligations under this agreement.

12.5 Extent of Guarantee and Indemnity

     (a)  This Clause 12 applies to:

          (i)  the  present  and  future  amounts of  Guaranteed  Moneys and the
               present  and  future  obligations  of  the  Assignee  under  this
               agreement, and

         (ii)  this agreement, as amended, supplemented, renewed or replaced.

                                       18
<PAGE>


     (b)  The  obligations  of the Guarantor  under this Clause 12 extend to any
          increase in the Guaranteed Moneys and any change in the obligations of
          the Assignee as a result of:

          (i)  any  amendment,   supplement,  renewal  or  replacement  of  this
               agreement; or

         (ii)  the occurrence of any other thing.

     (c)  This  Clause  12 is  not  affected  nor  are  the  obligations  of the
          Guarantor  under this  agreement  released or  discharged or otherwise
          affected  by  anything  which but for this  provision  might have that
          effect.

     (d)  This Clause 12 applies:

          (i)  regardless  of whether the Guarantor is aware of or has consented
               to or is given notice of any  amendment,  supplement,  renewal or
               replacement  of any  agreement  to  which  the  Assignee  and the
               Assignor are a party or the occurrence of any other thing; and

         (ii)  irrespective of any rule of law or equity to the contrary.

12.6 Principal and Independent Obligation

     (a)  This Clause 12 is a principal  obligation  and is not to be treated as
          ancillary or collateral to any other right or obligation.

     (b)  This Clause 12 is enforceable against the Guarantor whether or not the
          Assignor has:

          (A)  made demand upon the Assignee; or

          (B)  given  notice to the  Assignee or any other person for any thing;
               or

          (C)  taken any other steps  against the Assignee or any other  person;
               and

          (D)  whether or not any Guaranteed Moneys is due.

12.7 No Competition

     (a)  Subject to Clause 12.7(b), until the Guaranteed Moneys have been fully
          paid,  the  obligations of the Assignee under this agreement have been
          fully  performed and this Clause 12.7(a) has been finally  discharged,
          the Guarantor must not, either directly or indirectly, prove in, claim
          or  receive  the  benefit  of any  distribution,  dividend  or payment
          arising out of or relating to the liquidation of the Assignee.

     (b)  If  required  by  the  Assignor,  the  Guarantor  must  prove  in  any
          liquidation of the Assignee for all amounts owed to the Guarantor.

     (c)  All amounts  recovered by the Guarantor from any  liquidation or under
          any Security  Interest  from the Assignee must be received and held in
          trust  by  the  Guarantor  for  the  Assignor  to  the  extent  of the
          unsatisfied liability of the Guarantor under this Clause 12.


                                       19
<PAGE>


12.8 Continuing Guarantee and Indemnity

     This Clause 12 is a continuing obligation of the Guarantor, despite:

     (a)  any settlement of account; or

     (b)  the occurrence of any other thing,

     (c)  and remains in full force and effect until:

     (d)  all the Guaranteed Moneys have been paid in full;

     (e)  the  obligations  of the Assignee under this agreement have been fully
          performed; and

     this Clause 12 has been finally discharged by the Assignor.

12.9 Procurement

     Without limiting any other provision of this agreement, and notwithstanding
     any other provision of this  agreement,  the Guarantor will ensure that the
     Assignee performs each of its obligations under this agreement (as and when
     required  by  this  agreement)  and any  other  agreement  entered  into in
     accordance with this agreement or relates to the transactions  contemplated
     in this agreement.

12.10 Limitation

     Any  limitation of the liability of the Assignee  under this agreement also
     applies mutatis mutandis to the Guarantor's liability under this Clause 12.




                                       20
<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>

EXECUTED as an agreement



SIGNED FOR AND ON BEHALF OF                       )
TELEVISION AND RADIO                              )
BROADCASTING SERVICES                             )
AUSTRALIA PTY LIMITED                             )



/s/ Mike Boulos
------------------------------------------------
Authorised Person


SIGNED FOR AND ON BEHALF OF                       )
AUSTAR UNITED LICENCECO                           )
PTY LIMITED                                       )


/s/ John Clinton Porter                                          /s/ Anne Louise Wilde
------------------------------------------------                 --------------------------------------------------
Director                                                          Director/Secretary


SIGNED FOR AND ON BEHALF OF                       )
AUSTAR UNITED COMMUNICATIONS                      )
LIMITED                                           )




/s/ John Clinton Porter                                          /s/ Jonathan L. Morphett
-----------------------------------------------                  --------------------------------------------------
Director                                                         Director/Secretary

</TABLE>

                                       21
<PAGE>


                                   SCHEDULE 1
                                   ----------




         SPECTRUM LICENCES ISSUED UNDER THE RADIOCOMMUNICATIONS ACT 1992





1        Licence Number 8100020 (Perth)

2        Licence Number 8100023 (Perth)

3        Licence Number 8100025 (Perth)

4        Licence Number 8100027 (Sydney)

5        Licence Number 8100015 (Melbourne)

6        Licence Number 8100012 (Canberra)

7        Licence Number 8100010 (Adelaide)

8        Licence Number 8100008 (Brisbane)

9        Licence Number 8100005 (Adelaide)

10       Licence Number 8100003 (Adelaide)



<PAGE>


                                   SCHEDULE 2
                                   ----------


                               ASSIGNEE WARRANTIES


Corporate Status and Authority

1    The Assignee and the Guarantor have the legal right and power to enter into
     this agreement and to consummate the  transactions  contemplated  by it, on
     and subject to the terms and conditions of this agreement.

2    The execution,  delivery and  performance of this agreement by the Assignee
     and the Guarantor have been duly and validly  authorised and this agreement
     is a valid and binding agreement of the Assignee and the Guarantor.

3    The  Assignee and the  Guarantor  are duly  incorporated  under the laws of
     Australia.

4    As at the date of this  agreement  neither the Assignee,  the Guarantor nor
     any of  their  Related  Bodies  Corporate  nor any of  their  employees  or
     advisors who were involved in the Assignee's or  Guarantor's  consideration
     of the Licences, the Assignor and its business, this agreement and possible
     other  agreements  with the Assignor or in connection with the Licences are
     aware of any matter or thing which would prevent the Assignor  transferring
     the  Licences   unencumbered  to  the  Assignee  as  contemplated  by  this
     agreement.



<PAGE>


                                   SCHEDULE 3
                                   ----------


                               ASSIGNOR WARRANTIES


Corporate Status and Authority

1    The Assignor has the legal right and power to enter into this agreement and
     to consummate the  transactions  contemplated  by it, on and subject to the
     terms and conditions of this agreement.

2    The execution,  delivery and  performance of this agreement by the Assignor
     has been duly and  validly  authorised  and this  agreement  is a valid and
     binding agreement of the Assignor enforceable in accordance with its terms.

Licences

3    The Assignor is the sole legal and beneficial owner of the Licences.

4    As at Completion the Licences will not be subject to any Encumbrance.

5    At   Completion   the  Assignor  will  assign  the  Licences  free  of  any
     Encumbrances to the Assignee as contemplated by this agreement.

6    At Completion  there will be no users of any spectrum  which is the subject
     of the Licences that are authorised by the Assignor.

7    To the best of the  Assignor's  knowledge as at the date of this  agreement
     the  Assignor is not in breach of and has not  received  notice of a breach
     of, any conditions of the Licences or any Law applicable to the Licences.

8    As at the date of this agreement to the best of the  Assignor's  knowledge,
     the  Assignor has not acted in any way and is not aware of any reason which
     is  reasonably  likely to cause the ACA to refuse to amend the  Register to
     document the assignment of the Licences to the Purchaser.

9    As at the date of this agreement to the best of the  Assignor's  knowledge,
     no person has made any claims or demands in relation to the Licences and is
     not aware of any such claims or demands that may be made.

10   The Licences  numbered 7, 9 and 10 on Schedule 1 were not Encumbered to the
     South  Australian  government  when  converted to a Licence from  apparatus
     licences.

<PAGE>


                                   ANNEXURE 1
                                   ----------





                            [TRANSFER FORMS OMMITTED]