EXHIBIT 10.2



             UNDERWRITING AGREEMENT

             United Austar, Inc.

             Austar United Communications Limited

             ABN 88 087 695 707

             and

             United Australia Holdings, Inc.








             Freehills

             MLC Centre Martin Place Sydney NSW 2000 Australia
             Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000
             www.freehills.com.au  DX361 Sydney

             SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY
             Correspondent Offices JAKARTA KUALA LUMPUR SINGAPORE

             Liability limited by the Solicitors' Limitation of Liability Scheme
             approved under the Professional Standards Act 1994 (NSW)

             Reference LP:KL

<PAGE>

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Table of contents

Clause                                                                      Page

1        Definitions and interpretation                                        1
         1.1      Definitions                                                  1
         1.2      Interpretation                                               3

2        Conditions precedent                                                  4
         2.1      Conditions precedent                                         4
         2.2      Satisfaction of conditions                                   5
         2.3      Waiver                                                       5
         2.4      Termination of agreement                                     5

3        Appointment of Underwriters                                           5
         3.1      Appointment                                                  5
         3.2      Subunderwriting                                              5

4        Applications and allotment                                            5
         4.1      Offer of Underwritten Shares                                 5
         4.2      Allotment of Underwritten Shares                             6
         4.3      Notification to Underwriter                                  6
         4.4      Foreign holders                                              6

5        Shortfall                                                             6
         5.1      Calculation of Shortfall                                     6
         5.2      Notice of Shortfall and Certificate                          6
         5.3      Applications for Shortfall                                   6
         5.4      Allotment of Shares                                          6

6        Cessation of Underwriter's liability                                  7

7        Irrevocable authority                                                 7

8        Payments                                                              7
         8.1      Expenses                                                     7
         8.2      Goods and Services Tax                                       7

9        Representations and warranties                                        8
         9.1      Representations and warranties by the parties                8
         9.2      Representations and warranties by AUN                        8
         9.3      Survival of representations and warranties                   9

10       Obligations                                                           9
         10.1     Compliance                                                   9
         10.2     Prospectus                                                   9
         10.3     Supplementary or replacement documents                      10
         10.4     Examination and enquiries of the Underwriter                10
         10.5     Obligation of Underwriter                                   10
         10.6     Obligation of United Australia                              10

11       Events of Termination                                                11
         11.1     Events of Termination                                       11
         11.2     Occurrence of an Event of Termination                       13
         11.3     Termination in relation to United Australia                 13
         11.4     Underwriter's knowledge                                     13

12       Indemnity                                                            13
         12.1     Indemnity                                                   13
         12.2     Limitation on indemnity                                     14
         12.3     Survival of indemnity                                       14


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         12.4     Underwriter's obligation to notify                          14
         12.5     Indemnified Party's obligation to assist                    15
         12.6     AUN's obligation                                            15
         12.7     Consent to be named does not affect liability               15

13       Confidentiality                                                      16
         13.1     Confidentiality                                             16
         13.2     Announcements                                               16

14       General                                                              16
         14.1     Notices                                                     16
         14.2     Governing law and jurisdiction                              17
         14.3     Enforceability, prohibition and severance                   17
         14.4     Waivers                                                     17
         14.5     Variation                                                   18
         14.6     Cumulative rights                                           18
         14.7     Counterparts                                                18

Schedule  1 - Certificate                                                     20

Annexure A - Timetable

Annexure B - Prospectus



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This Underwriting Agreement

          is made on 23 March 2001 between the following parties:

          1.   United Austar, Inc.
               of Suite 1300,
               4643 South Ulster Street, Denver, CO 80237
               UNITED STATES OF AMERICA
               (Underwriter)

          2.   Austar United Communications Limited
               ABN 88 087 695 707
               of Level 29, AAP Centre
               259 George Street, Sydney, NSW 2000
               AUSTRALIA
               (AUN)

          3.   United Australia Holdings, Inc.
               of Suite 1300,
               4643 South Ulster Street, Denver, CO 80237
               UNITED STATES OF AMERICA
               (United Australia)

Recitals

          A.   AUN  proposes  to  make  a  rights  issue  on  the  terms  of the
               Prospectus  to its existing  Shareholders  on the basis that each
               Shareholder will be entitled to subscribe for 3 Shares for each 7
               existing Shares held at an issue price of $0.95 per Share.

          B.   AUN seeks an underwriting  of  Underwritten  Shares being offered
               under the Issue.

          C.   In  consideration  for,  among other  things,  AUN  granting  the
               indemnity to the  Underwriter and its Related  Corporations,  the
               Underwriter  has  agreed to  underwrite  the  Issue,  and  United
               Australia has agreed to perform its obligations, on the terms and
               conditions in this agreement.

The parties agree

          in consideration of, among other things, the mutual promises contained
          in this agreement:

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1    Definitions and interpretation

     1.1  Definitions

          In this agreement:

          ALLOTMENT DATE means the allotment date shown in the Timetable, or any
          earlier time and date agreed by AUN and the Underwriter in writing;

          APPLICATION means a duly completed and executed application for Shares
          in the form of the application attached to the Prospectus;

          APPLICATION MONEY means the amount which must accompany an Application
          in cash or by cheque (other than a cheque which is not honoured within
          5  Business  Days  after  presentation  or 3  Business  Days after the
          Closing Date,  whichever  occurs first) being the issue price of $0.95
          multiplied by the number of Shares subscribed for;

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          ASIC means the Australian Securities and Investments Commission;

          ASX means Australian Stock Exchange Limited;

          BUSINESS DAY means a 'Business day' as defined in the Listing Rules;

          CERTIFICATE means a Certificate in the form set out in schedule 1 duly
          executed by AUN;

          CLOSING  DATE means the  closing  date for  Applications  shown in the
          Timetable,  being in respect of offers  under the  Prospectus  the day
          specified in the  Prospectus  or any other time and date agreed by AUN
          and the Underwriter in writing;

          DUE DILIGENCE  COMMITTEE means the committee appointed by the board of
          directors of AUN to conduct the Due Diligence Program;

          DUE DILIGENCE PLANNING  MEMORANDUM means the memorandum  outlining the
          Due  Diligence  Program to be  implemented  and  supervised by the Due
          Diligence Committee;

          DUE  DILIGENCE  PROGRAM  means the  commercial,  accounting  and legal
          investigations of the assets, liabilities, financial position, profits
          and losses,  and affairs of AUN (including  future  business plans and
          prospects),  and the  verification  of all material  statements in the
          Prospectus, conducted in the period up to allotment of Shares;

          EVENT OF TERMINATION means any event specified in clause 11.1;

          GOVERNMENTAL   AGENCY  means  any  government  or  any   governmental,
          semi-governmental,    administrative,   fiscal   or   judicial   body,
          department, commission, authority, tribunal, agency or entity;

          ISSUE means the issue of 214,229,574 Shares, each at an issue price of
          $0.95 respectively offered under the Prospectus;

          LISTING  RULE means the official  listing  rules and  requirements  as
          varied from time to time of the ASX;

          LODGMENT  DATE  means  the date  specified  in the  Timetable  for the
          lodgment of the Prospectus;

          MATERIAL  ADVERSE  EFFECT  means a material  reduction in the level or
          likely level of Applications for the Issue;

          MATERIAL SUBSIDIARY means each of the following:

          (a)  Austar United Broadband Pty Limited ACN 089 048 439;

          (b)  Austar Entertainment Pty Limited ACN 068 104 530;

          (c)  CTV Pty Limited ACN 064 416 128;

          (d)  STV Pty Limited ACN 065 312 450;

          (e)  XYZ Entertainment Pty Limited ACN 066 812 119; and

          (f)  Telstra Saturn Limited;

          NOTICE  CLOSING DATE means the date which is 5 Business Days after the
          Closing Date;

          PROSPECTUS  means a  Prospectus  to be lodged with ASIC in relation to
          the Issue  substantially  in the form of  annexure  B,  subject to any
          amendments  approved  by  the  Underwriter  (such  approval  not to be
          unreasonably withheld or delayed);

          RELATED   CORPORATION   means  a  `related  body  corporate'  as  that
          expression  is defined  in the  Corporations  Law and  includes a body
          corporate  which is at any time  after  the date of this  agreement  a
          `related body  corporate' but ceases to be a `related body  corporate'
          because  of  an  amendment,   consolidation   or  replacement  of  the
          Corporations Law;


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          SHAREHOLDERS means:

          (a)  holders of Shares with registered addresses in:

               (1)  Australia;

               (2)  New Zealand;

               (3)  Saskatchewan Canada; or

               (4)  Hong Kong; and

          (b)  holders of Shares with registered  addresses in the United States
               which are institutional `accredited investors' within the meaning
               of Rule  501(a)(1),  (2),  (3) or (7) of  Regulation  D under the
               Securities Act of 1933, as amended;

          SHARES means fully paid ordinary shares in the capital of AUN;

          SHORTFALL means the difference between:

          (a)  the Underwritten Shares; and

          (b)  the  number of  Shares  offered  under the Issue for which  valid
               Applications  and correct  Application  Money have been  received
               (other than those AUN offers to the  Underwriter  under the Issue
               in the Underwriter's capacity as a Shareholder),

          calculated no later than 3 Business Days after the Closing Date;

          SHORTFALL  APPLICATION  DATE means the date  which is 7 Business  Days
          after the Notice Closing Date;

          SUBSIDIARY  means a subsidiary as defined in the  Corporations Law but
          in  the  case  of  the  Underwriter   does  not  include  AUN  or  its
          Subsidiaries;

          TIMETABLE means the timetable for the Issue contained in annexure A or
          varied by AUN with the approval of the Underwriter  (such approval not
          to be  unreasonably  withheld  or  delayed,  except in relation to the
          delay of an event by more than 5  Business  Days in  total,  which the
          Underwriter may decline to approve in its discretion);

          UNDERWRITTEN  SHARES  means all of the Shares the subject of the Issue
          other than:

          (a)  those  AUN  offers  to the  Underwriter  under  the  Issue in the
               Underwriter's capacity as a Shareholder; and

          (b)  those AUN  offers to United  Australia  under the Issue in United
               Australia's capacity as a Shareholder.

1.2  Interpretation

     In this agreement, unless the context otherwise requires:

     (a)  headings are for convenience only and do not affect the interpretation
          of this agreement;

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

     (c)  words importing a gender include any gender;

     (d)  other  parts of  speech  and  grammatical  forms  of a word or  phrase
          defined in this agreement have a corresponding meaning;

     (e)  an  expression  importing  a  natural  person  includes  any  company,
          partnership,  joint  venture,  association,  corporation or other body
          corporate and any Governmental Agency;

     (f)  a reference  to any thing  (including,  but not limited to, any right)
          includes a part of that thing;

     (g)  a reference  to a clause,  party,  annexure,  exhibit or schedule  is,
          unless otherwise  specified,  a reference to a clause of, and a party,
          annexure,  exhibit and schedule to, this  agreement and a reference to
          this agreement includes any annexure, exhibit and schedule;

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     (h)  a  reference  to a statute,  regulation,  proclamation,  ordinance  or
          by-law includes all statutes, regulations,  proclamations,  ordinances
          or by-laws amending, consolidating or replacing it, and a reference to
          a statute  includes all  regulations,  proclamations,  ordinances  and
          by-laws issued under that statute;

     (i)  a reference to a document  includes all amendments or supplements  to,
          or replacements or novations, of that document;

     (j)  a reference to a party to a document includes that party's  successors
          and permitted assigns;

     (k)  where the day on or by which any thing is to be done is not a Business
          Day,  that thing must be done on or by the next  Business  Day;

     (l)  no rule of construction applies to the disadvantage of a party because
          that party was  responsible  for the  preparation of this agreement or
          any part of it;

     (m)  a reference to an  agreement  other than this  agreement  includes any
          undertaking,  deed,  agreement or legally  enforceable  arrangement or
          understanding whether or not in writing;

     (n)  a  reference  to  an  asset  includes  all  property  of  any  nature,
          including,  but not limited to, a business,  and all rights,  revenues
          and benefits;

     (o)  a reference to a document  includes any  agreement in writing,  or any
          certificate, notice, instrument or other document of any kind;

     (p)  a reference  to any act of AUN  includes an act  performed  in general
          meeting  or on AUN's  behalf by its  directors,  officers,  employees,
          share registrars, accountants, solicitors, or agents;

     (q)  a  reference  to  a  body,  other  than  a  party  to  this  agreement
          (including,   without   limitation,   an  institute,   association  or
          authority), whether statutory or not:

          (1)  which ceases to exist; or

          (2)  whose powers or functions are transferred to another body,

          is a reference  to the body which  replaces it or which  substantially
          succeeds to its powers or functions; and

     (r)  a reference to currency is a reference  to the lawful  currency of the
          Commonwealth of Australia.

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2    Conditions precedent

     2.1  Conditions precedent

          The  obligations  of the  Underwriter  under clause 5 are  conditional
          upon:

          (a)  AUN  issuing  the  Prospectus  to all  Shareholders  by the  time
               specified  in the  Timetable  after  lodging  it with ASIC by the
               Lodgment Date;

          (b)  the  Shares  offered  under  the  Issue  being  granted  official
               quotation by the ASX before the Closing Date,  which approval may
               be  conditional  only  upon the issue of those  Shares  and other
               conditions usually imposed by the ASX;

          (c)  AUN delivering to the Underwriter a Certificate both:

               (1)  2 Business Days before the Prospectus is sent to all members
                    of AUN; and

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               (2)  after the  Closing  Date but  before  5.00pm  on the  Notice
                    Closing Date; and

          (d)  the Treasurer of the Commonwealth of Australia:

               (1)  consenting unconditionally to, or stating before the Closing
                    Date that he or she has no objection under the  Commonwealth
                    Government's  foreign investment policy to, the issue of the
                    Underwritten Shares to the Underwriter or its Subsidiary; or

               (2)  ceasing to be  entitled  to make an order  under the Foreign
                    Acquisitions  and  Takeovers  Act  1975 in  respect  of that
                    acquisition.

     2.2  Satisfaction of conditions

          AUN must use its best  endeavours to satisfy the conditions  precedent
          in clause 2.1. The Underwriter must use its best endeavours to satisfy
          the condition precedent in clause 2.1(d). AUN must promptly notify the
          Underwriter  when it has satisfied the conditions  precedent in clause
          2.1.

     2.3  Waiver

          The Underwriter alone may waive any or all of the conditions precedent
          in clause 2.1.

     2.4  Termination of agreement

          If any condition in clause 2.1 has not been satisfied or waived by the
          time specified in that condition (or, if no time is specified,  by the
          Closing  Date) the  Underwriter  may by notice  to AUN  terminate  its
          obligations  under  this  agreement.  In that  case  AUN has no  claim
          against the Underwriter  arising under this agreement or in respect of
          its termination. The Underwriter's rights survive such a termination.

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3    Appointment of Underwriters

     3.1  Appointment

          AUN appoints the  Underwriter  to underwrite the  subscription  of the
          Underwritten Shares and the Underwriter accepts the appointment on the
          conditions and for the consideration set out in this agreement.

     3.2  Subunderwriting

          The Underwriter may appoint  sub-underwriters  for the subscription of
          some or all of the Underwritten Shares.

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4    Applications and allotment

     4.1  Offer of Underwritten Shares

          AUN must offer the Underwritten  Shares for subscription in accordance
          with the Timetable,  the Prospectus,  the  constitution of AUN and any
          applicable statute.

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     4.2  Allotment of Underwritten Shares

          (a)  AUN must allot the  Underwritten  Shares for which an Application
               and the correct  Application  Money have been received  under the
               Prospectus by the Allotment Date.

          (b)  The allotment  must be in  accordance  with the  Prospectus,  the
               constitution of AUN and any applicable statute.

     4.3  Notification to Underwriter

          AUN must, when requested, give the Underwriter written notice of:

          (a)  the number of Applications received by AUN;

          (b)  the identity of the applicants; and

          (c)  the number of Shares applied for by each applicant and in total.

     4.4  Foreign holders

          AUN must follow the procedure  under  section 615 of the  Corporations
          Law in relation  to the Issue,  and ensure that the terms of the Issue
          require that procedure to be followed in relation to holders of Shares
          other than the Shareholders.

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5    Shortfall

     5.1  Calculation of Shortfall

          AUN must calculate the  Shortfall.  All  Applications  received by AUN
          before  5.00pm on the Closing  Date and for 2 Business  Days after the
          Closing Date must be taken into account in  calculating  the Shortfall
          whether or not AUN makes allotments in respect of those Applications.

     5.2  Notice of Shortfall and Certificate

          If there is a Shortfall then, after the Closing Date but before 5.00pm
          on the Notice Closing Date (or such later date as the  Underwriter may
          allow), AUN must give the Underwriter:

          (a)  a notice in writing  stating  the  Shortfall  and setting out the
               calculations made by AUN under clause 5.1; and

          (b)  a Certificate dated the same date as the notice.

     5.3  Applications for Shortfall

          On  receiving  a  notice  and   Certificate   under  clause  5.2,  the
          Underwriter  must lodge or  procure  the  lodgment  with AUN a list of
          applicants, Applications and the appropriate Application Money for all
          of the  Shortfall  on or before  5.00pm on the  Shortfall  Application
          Date.

     5.4  Allotment of Shares

          AUN must  allot  Shares in respect of any  Applications  lodged  under
          clause 5.3 by the Allotment Date.

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6    Cessation of Underwriter's liability

          The liability of the  Underwriter  under this agreement  ceases on the
          first to occur of the following:

          (a)  Applications and correct  Application  Money having been received
               for all of the Underwritten Shares;

          (b)  the Underwriter  lodging one or more Applications and the correct
               Application Money in accordance with clause 5.3; or

          (c)  the  termination  of this  agreement  under  clause 2.4 or clause
               11.2.

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7    Irrevocable authority

          Subject to clauses 2.4 and 11.2,  this agreement is irrevocable on the
          part of the  Underwriter.  If the  Underwriter  fails to discharge its
          obligation  under clause 5.3, this agreement  constitutes an authority
          for AUN to sign or authorise  any other person to sign an  application
          in the name and on  behalf  of the  Underwriter  for all or any of the
          Shortfall  and  to  allot  the  Shortfall  to  the  Underwriter.   The
          Underwriter  must pay, on demand from AUN, the  Application  Money for
          the amount of the Shortfall AUN allots to the  Underwriter  under this
          clause 7.

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8    Payments

     8.1  Expenses

          (a)  AUN  acknowledges  that it must pay the  expenses of the Issue in
               relation to the costs of  preparing  and lodging the  Prospectus,
               the printing,  advertising and postage costs  associated with the
               Prospectus,  and the costs of AUN's  advisers in connection  with
               the Prospectus and the Issue.

          (b)  AUN must reimburse the  Underwriter  for the cost of its advisers
               and  its  other  reasonable  expenses  in  connection  with  this
               agreement, the underwriting, the Prospectus and the Issue.

     8.2  Goods and Services Tax

          If goods and  services  tax or any  similar  tax (GST) is payable as a
          consequence of any supply made or deemed to be made or other matter or
          thing  done  under  or  in  connection  with  this  agreement  by  the
          Underwriter,   AUN  must  pay  to  the   Underwriter  on  demand,   as
          consideration in addition to the consideration  provided for elsewhere
          in the agreement,  an amount  calculated by multiplying  the amount of
          the  consideration  provided  for  elsewhere  in the  agreement by the
          applicable  rate of GST. To the extent that GST is not  calculated  on
          the  amount  of  the  consideration  provided  for  elsewhere  in  the
          agreement,  AUN  must  pay  to  the  Underwriter  an  amount  that  is
          sufficient to ensure that the economic  benefit to the  Underwriter of
          this  agreement  remains  the same  whether  GST  applies or not.  The
          Underwriter will provide to AUN a tax invoice.

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9    Representations and warranties

     9.1  Representations and warranties by the parties

          Each party represents and warrants to the other that:

          (a)  registration:  it is a corporation as that  expression is defined
               in the Corporations Law having limited liability,  registered (or
               taken to be  registered)  and validly  existing under the laws of
               the place of its incorporation;

          (b)  authority:  it has full  power and  authority  to enter  into and
               perform its  obligations  under this agreement in accordance with
               its terms;

          (c)  authorisations:  subject to  satisfaction of conditions in clause
               2.1,  it  has  taken  all  necessary   action  to  authorise  the
               execution,   delivery  and   performance  of  this  agreement  in
               accordance with its terms

          (d)  binding  obligations:  subject to  satisfaction  of conditions in
               clause  2.1,  this  agreement  constitutes  its legal,  valid and
               binding  obligations and,  subject to any necessary  stamping and
               registration, is enforceable in accordance with its terms;

          (e)  transaction  permitted:  subject to satisfaction of conditions in
               clause 2.1, the execution, delivery and performance by it of this
               agreement  does not and will not  violate,  breach or result in a
               contravention of:

               (1)  any  law,  regulation,   authorisation,   ruling,   consent,
                    judgment, order or decree of any Government Agency;

               (2)  its constitution or any other of its constituent documents;

               (3)  any  encumbrance or document which is binding upon it or any
                    Subsidiary or any asset of it or any such Subsidiary; or

               (4)  the Listing Rules,

               and do not and will not result in:

               (5)  the creation or imposition of any encumbrance or restriction
                    or any nature on any asset of it or any of its Subsidiaries;
                    or

               (6)  the  acceleration  of the date of payment of any  obligation
                    existing under any  encumbrance or document which is binding
                    upon it or any  Subsidiary  or any  asset  of it or any such
                    Subsidiary.

     9.2  Representations and warranties by AUN

          AUN  represents  and warrants,  other than as previously  disclosed in
          writing to the Underwriter, that:

          (a)  no default or breach:

               (1)  neither it nor any of its  Subsidiaries  is in breach in any
                    material respect under any material  agreement binding on it
                    or any of its Subsidiaries;

               (2)  nothing has occurred which is, or with the giving of notice,
                    lapse of time,  satisfaction of some other condition, or any
                    combination  of the above,  constitutes  an event  (whatever
                    called)  which  causes or enables  the  acceleration  of any
                    payment to be made under, or the enforcement, termination or
                    rescission of, any material  agreement  binding on it or any
                    of its Subsidiaries:

          (b)  no   litigation:   no   litigation,   arbitration,   dispute   or
               administrative  proceeding has been  commenced,  is pending or to

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               its knowledge  threatened,  by or before any Governmental Agency,
               and no judgment or award has been given,  made or is pending,  by
               or before any Governmental Agency, which:

               (1)  in any way questions its power or authority to enter into or
                    perform  its   obligations   under  this  agreement  or  the
                    Prospectus; or

               (2)  in  the  Underwriter's   reasonable  opinion  would  have  a
                    Material Adverse Effect;

          (c)  Prospectus: on lodgment with the ASIC, the Prospectus will comply
               with the Corporations Law and the Listing Rules;

          (d)  due  diligence:  the Due  Diligence  Program has been and will be
               conducted  in  accordance   with  the  Due   Diligence   Planning
               Memorandum prepared for that process;

          (e)  information disclosed: to the best of AUN's knowledge and belief,
               all  information  that has a  Material  Adverse  Effect  has been
               disclosed to the Underwriter.

     9.3  Survival of representations and warranties

          The  representations  and warranties  contained in clauses 9.1 and 9.2
          survive completion of this agreement.

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10   Obligations

     10.1 Compliance

          In respect of the Issue, AUN must:

          (a)  take all  reasonable  precautions  to ensure  that the  Timetable
               complies with the Listing Rules;

          (b)  conduct  the  Issue  in  accordance   with  the  Timetable,   the
               Prospectus, the Listing Rules and the Corporations Law;

          (c)  fully  and   punctually   perform  its   obligations   under  the
               Prospectus;

          (d)  comply  with and  observe all  statutes  and lawful  requirements
               other than a requirement of the ASX which is waived in writing by
               the  ASX or a  requirement  of the  Corporations  Law  that  ASIC
               modifies under section 741 of the Corporations Law; and

          (e)  inform the  Underwriter  of any Event of  Termination,  breach or
               default under this agreement immediately in writing.

     10.2 Prospectus

          In respect of the Issue, AUN must ensure that:

          (a)  the  Prospectus is in the form of annexure B, with any amendments
               that are  approved by the  Underwriter,  such  approval not to be
               unreasonably withheld or delayed;

          (b)  the Prospectus is issued by AUN to Shareholders after it has been
               lodged with ASIC;

          (c)  copies of the Prospectus are made available to the Underwriter as
               soon as possible after the Prospectus is lodged with ASIC; and

                                                                          Page 9
<PAGE>


          (d)  the Prospectus complies with the requirements of the Corporations
               Law, the constitution of AUN and the requirements of the ASX.

     10.3 Supplementary or replacement documents

          Without  prejudice to any right of the  Underwriter  to terminate this
          agreement,  if, before the Underwritten  Shares are allotted or issued
          under the Prospectus, AUN becomes aware of:

          (a)  a new  circumstance  that has  arisen  since the  Prospectus  was
               lodged that would have been  required to be  disclosed  under the
               Corporations  Law had it arisen before the  Prospectus was lodged
               and that is materially adverse from a potential  investor's point
               of view; or

          (b)  a misleading or deceptive statement in the Prospectus; or

          (c)  an omission  from the  Prospectus of  information  required to be
               disclosed under the Corporations Law,

          then AUN must:

          (d)  inform the  Underwriter of the change,  information or deficiency
               immediately; and

          (e)  promptly lodge a supplementary document or a replacement document
               in accordance with AUN's  obligations  under the Corporations Law
               in a form  approved by the  Underwriter,  such approval not to be
               unreasonably withheld.

     10.4 Examination and enquiries of the Underwriter

          (a)  Without  limiting  any  other  provision  of this  agreement  but
               subject to clause 10.4(b),  the Underwriter is itself,  or by its
               authorised  agents,  entitled to make any examination and enquiry
               of or concerning  the business,  assets,  liabilities,  books and
               accounts of AUN or any of its Subsidiaries as the Underwriter, in
               its  absolute   discretion  requires  during  the  term  of  this
               agreement.

          (b)  Under  clause   10.4(a),   the   Underwriter   may  only  request
               information and documents relevant to the Prospectus or the Issue
               or to the Underwriter's  risks,  liabilities or duties in respect
               of the Issue or under this agreement.

          (c)  AUN must promptly provide all information and documents requested
               by the Underwriter or its authorised representative.

     10.5 Obligation of Underwriter

          The Underwriter  agrees to apply for its full entitlement of Shares as
          a Shareholder under the Issue.

     10.6 Obligation of United Australia

          United Australia agrees to apply for its full entitlement of Shares as
          a Shareholder under the Issue.

                                                                         Page 10
<PAGE>

--------------------------------------------------------------------------------

11   Events of Termination

     11.1 Events of Termination

          (a)  It is an  Event of  Termination  if any of the  following  events
               occurs on or  before  the  Closing  Date in the case of the event
               described  in  paragraph  (1)  and  otherwise  on or  before  the
               Shortfall Application Date:

               (1)  fall in index:  the All  Ordinaries  Index of ASX is, at the
                    close of trading on at least 3 consecutive Business Days, at
                    a level which is 15% or more below the level at the close of
                    trading on the ASX on the Business Day immediately preceding
                    the date of this agreement;

               (2)  statement  of ASX:  the ASX makes a statement  to any person
                    that  official  quotation  of the Shares  offered  under the
                    Issue will not be granted; or

               (3)  indictable  offence:  a  director  of  AUN  or  any  of  its
                    Subsidiaries is charged with an indictable  offence relating
                    to a financial or corporate matter.

          (b)  It is an  Event of  Termination  if any of the  following  events
               occurs on or  before  the  Shortfall  Application  Date,  and the
               Underwriter  determines  reasonably  in good faith that the event
               has or would have a Material Adverse Effect:

               (1)  change in laws: any of the following occurs :

                    (A)  the  introduction of legislation into the Parliament of
                         the  Commonwealth  of  Australia  or of  any  State  or
                         Territory of Australia; or

                    (B)  the public  announcement of prospective  legislation or
                         policy by the  Commonwealth,  or any State or Territory
                         Government :

                    (C)  the adoption by ASIC, its delegates or the Reserve Bank
                         of Australia of any regulations or policy;

               (2)  failure to comply:  AUN or any Material  Subsidiary fails to
                    comply with any of the following:

                    (A)  a provision of its constitution;

                    (B)  any statute;

                    (C)  a requirement,  order or request,  made by or on behalf
                         of ASIC or any Governmental Agency; or

                    (D)  any material agreement entered into by it;

               (3)  capital structure: AUN or any of its Subsidiaries alters its
                    capital  structure other than as contemplated by or referred
                    to in the  Prospectus  without the prior written  consent of
                    the  Underwriter   (such  consent  not  to  be  unreasonably
                    withheld or delayed);

               (4)  constitution: the constitution of AUN is amended without the
                    prior written consent of the  Underwriter  (such consent not
                    to be unreasonably withheld or delayed);

                                                                         Page 11
<PAGE>

               (5)  financial assistance: AUN or any of its Subsidiaries passes,
                    becomes  obliged  to  pass  or  takes  any  steps  to pass a
                    resolution  under  section  260B  of the  Corporations  Law,
                    without the prior written consent of the  Underwriter  (such
                    consent not to be unreasonably withheld or delayed);

               (6)  ceasing business:  AUN or any Material  Subsidiary ceases or
                    threatens  to  cease  to  carry  on  business,  or  suspends
                    payments generally;

               (7)  winding up: a  application  or order is made for the winding
                    up or  dissolution  of AUN or any Material  Subsidiary  or a
                    resolution  is  passed  or any  steps  are  taken  to pass a
                    resolution  for the winding up or  dissolution of AUN or any
                    Material  Subsidiary  otherwise  than for the  purpose of an
                    amalgamation or  reconstruction  which has the Underwriter's
                    prior written  consent (such consent not to be  unreasonably
                    withheld or delayed);

               (8)  receiver:  a  receiver,   receiver  and  manager,   trustee,
                    administrator  or similar  official is  appointed,  or steps
                    taken  for  such  appointment,  over  any of the  assets  or
                    undertaking of AUN or any Material Subsidiary;

               (9)  arrangements:  AUN or any Material Subsidiary enters into or
                    resolves  to enter  into  any  arrangement,  composition  or
                    compromise  with,  or  assignment  for the  benefit  of, its
                    creditors  or any  class  of  them  otherwise  than  for the
                    purpose of an  amalgamation or  reconstruction  that has the
                    Underwriter's  prior written consent (such consent not to be
                    unreasonably withheld or delayed);

               (10) insolvency: AUN or any Material Subsidiary becomes unable to
                    pay its debts when they are due or is or  becomes  unable to
                    pay its debts within the meaning of the  Corporations Law or
                    is presumed to be insolvent under the Corporations Law;

               (11) Prospectus:

                    (A)  any  statement  in  the  Prospectus  becomes  false  or
                         misleading;

                    (B)  the Prospectus  does not comply with section 713 of the
                         Corporations Law;

                    (C)  any  person  gives a notice  under  section  730 of the
                         Corporations Law in relation to the Prospectus;

                    (D)  ASIC  gives  notice of  intention  to hold a hearing in
                         relation to the Prospectus  under section 739(2) of the
                         Corporations  Law  or  makes  an  interim  order  under
                         section 739(3) of the Corporations Law;

                    (E)  any  person  who   consented  to  being  named  in  the
                         Prospectus (other than the Underwriter)  withdraws that
                         consent;

                    (F)  an  application  is made by the ASIC for an order under
                         section  1324B of the  Corporations  Law in relation to
                         the Prospectus;

               (12) supplementary  or replacement  document:  before the Closing
                    Date  the  Underwriter  forms  the  reasonable  view  that a
                    supplementary  document  or  replacement  document  must  be
                    lodged with the ASIC under  section 719 of the  Corporations
                    Law and AUN does not  lodge a  supplementary  document  or a
                    replacement  document in the form and content and within the
                    time reasonably required by the Underwriter;

               (13) information  supplied:  any material information supplied by
                    AUN  or  any of its  Subsidiaries  or on its  behalf  to the
                    Underwriter  in respect of the Issue is or becomes  false or
                    misleading in a material respect;

               (14) due diligence: there is a material omission from the results
                    of the  Due  Diligence  Program  or the  results  of the Due
                    Diligence  Program  are false or  misleading  in a  material
                    respect;
                                                                         Page 12
<PAGE>


               (15) hostilities: there is an outbreak of hostilities (whether or
                    not war is declared) involving Australia;

               (16) breach:  AUN fails to perform or observe any of its material
                    obligations  under this  agreement  and that  failure is not
                    remedied to the satisfaction of the Underwriter prior to the
                    Notice Closing Date;

               (17) misrepresentation:  a material  representation  or  warranty
                    made or given or  deemed  to have  been made or given by AUN
                    under this agreement  proves to be, or have been, or becomes
                    untrue or incorrect in any material respect.

               (18) adverse  change:  any other change occurs in the management,
                    financial  position,  results of  operations or prospects of
                    AUN or any of its Subsidiaries.

     11.2 Occurrence of an Event of Termination

          If an Event of Termination  occurs,  the Underwriter may terminate its
          obligations under this agreement by giving written notice to AUN on or
          before the Shortfall Application Date which sets out:

          (a)  the Event of Termination;

          (b)  in relation to events in clause  11.1(b) -- that the  Underwriter
               has determined  reasonably and in good faith that it is likely to
               have a Material Adverse Effect; and

          (c)  a statement that the agreement is terminated.

          The Underwriter's rights survive such a termination.

     11.3 Termination in relation to United Australia

          If the  Underwriter  terminates  this  agreement,  United  Australia's
          obligations  under  this  agreement  automatically  terminate.  United
          Australia's rights survive such a termination.

     11.4 Underwriter's knowledge

          Notwithstanding any other provision of this clause 11, the Underwriter
          may not  exercise  any rights  under this clause 11 in reliance on the
          occurrence of one of the events specified in clause 11.1 where, at the
          date of this agreement,  an  Underwriter's  representative  on the Due
          Diligence  Committee had knowledge that the event had already occurred
          or would occur in the future.

--------------------------------------------------------------------------------

12   Indemnity

     12.1 Indemnity

          AUN must  indemnify  and hold  harmless the  Underwriter,  its Related
          Corporations   (other  than  AUN  and  its   Subsidiaries)  and  their
          respective  officers,  employees,  agents  and  advisers  (Indemnified
          Parties)  and must keep them  indemnified  from and against any claim,
          action, damage, loss, liability,  cost, charge,  expense,  outgoing or
          payment (Losses) including,  Losses arising by reason of negligence of
          any person,  which any Indemnified Party pays,  suffers,  incurs or is
          liable  for in  connection  with the  appointment  of the  Underwriter
          pursuant to this agreement including without limitation:

          (a)  the Issue and any conduct in relation to it;

          (b)  the Prospectus or any omission from it;

                                                                         Page 13
<PAGE>


          (c)  this agreement;

          (d)  reliance by the Indemnified Party on information supplied by AUN;

          (e)  an  announcement,  advertisement or publicity made or distributed
               by or on behalf of AUN in relation to the Issue; or

          (f)  any  investigation,  enquiry,  or  hearing  by ASIC or the ASX in
               relation to the Issue,

          including,  but not  limited  to, in respect  of the above,  any legal
          costs and  expenses  on a full  indemnity  basis and any  professional
          consultant's   fees,   and  all  expenses  in   connection   with  the
          investigation  of,  preparation  for  or  defence  of any  pending  or
          threatened  claim,  action or proceeding  arising therefrom whether or
          not such  Indemnified  Party is a party.  The  Underwriter  is  hereby
          contracting for the benefit of each of the Indemnified Parties.

     12.2 Limitation on indemnity

          The  indemnity  in  clause  12.1  does  not  extend  to  and is not an
          indemnity against;

          (a)  any  penalty or fine which the  Indemnified  Party is required to
               pay for any contravention of the Corporations Law;

          (b)  any other amount in respect of which the indemnity in clause 12.1
               would be illegal, void or unenforceable;

          (c)  any announcement,  advertisement or publicity made or distributed
               by the Indemnified  Party without the approval of AUN in relation
               to the Issue or the Prospectus;

          (d)  any liability of the  Underwriter  to subscribe for the Shortfall
               under this agreement;

          (e)  any action,  demand,  claim,  suit or  proceeding  arising out of
               fraud, bad faith,  wilful misconduct or default,  recklessness or
               negligence on the part of an Indemnified Party;

          (f)  any income or withholding  tax payable by the  Underwriter on any
               amount paid or payable to it pursuant to this agreement.

     12.3 Survival of indemnity

          The indemnity in clause 12.1 survives  completion  and  termination of
          this agreement.

     12.4 Underwriter's obligation to notify

          (a)  If the  Underwriter  becomes  aware of any  matter  for  which an
               Indemnified Party may make a claim for indemnity,  it must notify
               AUN in writing of the  substance of that matter or thing,  giving
               such details as it is  practicable to give, as soon as reasonably
               practicable and in any event,  within 5 Business Days of becoming
               aware of the matter.

          (b)  If the  Underwriter  fails to notify  AUN under  clause  12.4(a),
               AUN's obligation to indemnify the Indemnified  Party under clause
               12.1 is  unaffected  unless an  Underwriter's  failure  to notify
               under clause 12.4(a) directly results in:

               (1)  a complete defence no longer being available to AUN; or

               (2)  an increase in the amount payable by AUN under the indemnity
                    in clause 12.1,

                                                                         Page 14
<PAGE>


               in  which  case  AUN  will  only  be  liable  to  indemnify   the
               Indemnified  Party for the amount that would have been payable if
               such Underwriter had given notice pursuant to clause 12.4(a).

     12.5 Indemnified Party's obligation to assist

          (a)  Subject to clause 12.6, AUN is entitled to defend or to institute
               legal or other  proceedings in the name of the Indemnified  Party
               conducted  under  the  management  and  control  of AUN but  with
               reasonable consultation with the Indemnified Party.

          (b)  Subject to clause 12.6, the Indemnified Party, must:

               (1)  do anything  that AUN  requests to avoid,  dispute,  resist,
                    appeal,  compromise  or defend any  action,  demand,  claim,
                    suit,  proceeding  or other thing,  or any  adjudication  in
                    respect of such item;

               (2)  not  settle  any  such  action,   demand,   claim,  suit  or
                    proceeding  without the prior written  consent of AUN, which
                    must not be unreasonably withheld;

               (3)  assist and  co-operate  with AUN in the conduct of any legal
                    or other proceedings,  including,  without limitation,  give
                    AUN any documents in its  possession and sign all documents,
                    authorities and directions which AUN may reasonably  require
                    for the  prosecution  or  advancement  of any legal or other
                    proceeding; and

               (4)  do anything reasonably necessary or desirable to ensure that
                    AUN is subrogated to and enjoys the benefit of the rights of
                    the Indemnified Party in relation to any cross-claims and to
                    give AUN all  assistance  it  reasonably  requests  for this
                    reason.

     12.6 AUN's obligation

          (a)  The Indemnified Party is under no obligation under clause 12.4 or
               12.5 unless at the time AUN  requests  the  Indemnified  Party to
               take any action,  AUN agrees to indemnify the  Indemnified  Party
               against all costs,  expenses  and charges  incurred by or awarded
               against the Indemnified  Party in taking the action required,  as
               and when they fall due including legal costs and disbursements on
               a full indemnity basis.

          (b)  AUN must not  settle,  compromise  or consent to the entry of any
               judgment in relation  to any legal or other  proceedings  against
               any Indemnified Party unless either:

               (1)  the Underwriter  gives prior written consent (which must not
                    be unreasonably withheld or delayed); or

               (2)  such  settlement,  compromise  or consent does not include a
                    statement or admission that such Indemnified Party is or was
                    at fault  or  culpable,  failed  to act or  contravened  any
                    applicable  law and AUN uses its  reasonable  endeavours  to
                    obtain an unconditional  release of each  Indemnified  Party
                    from  all  liability  arising  out of such  legal  or  other
                    proceedings.

     12.7 Consent to be named does not affect liability

          The Underwriter is not liable to AUN for the contents, completeness or
          accuracy  of the  Prospectus,  even if it  consents to be named in the
          Prospectus  or consents to the issue of the  Prospectus.  A consent or
          approval  given  by the  Underwriter  does  not  waive  or in any  way
          prejudice the rights of any Indemnified Party under this clause 12.

                                                                         Page 15
<PAGE>


--------------------------------------------------------------------------------

13   Confidentiality

     13.1 Confidentiality

          (a)  The contents of this agreement are confidential.

          (b)  Despite  clause 13.1(a) each party may make any disclosure to the
               extent required by:

               (1)  any applicable law or Governmental Agency; or

               (2)  the ASX or any stock exchange on which its shares, or shares
                    of its parent entity, are listed.

     13.2 Announcements

          AUN and the  Underwriter  must not  announce  or publish  anything  in
          connection with the Prospectus, including but not limited to:

          (a)  the applications for Shares received; or

          (b)  the progress or results of the issue of the Shares,

          without first advising and consulting with the other party.

--------------------------------------------------------------------------------

14   General

     14.1 Notices

          (a)  Any notice or other communication  including, but not limited to,
               any request,  demand,  consent or  approval,  to or by a party to
               this agreement:

               (1)  must be in legible writing and in English addressed as shown
                    at the commencement of this agreement/below:

                    (A)  if to the Underwriter:

                         Address:          Suite 1300,
                                           4643 South Ulster Street,
                                           Denver, CO 80237
                                           UNITED STATES OF AMERICA

                         Attention:        Vice President -- Legal

                         Facsimile:        +1 303 220 3117

                    (B)  if to AUN:

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

                         Attention:        General Counsel

                         Facsimile:        +61 2 9394 9850

                    (C)  if to United Australia:

                         Address:          Suite 1300,
                                           4643 South Ulster Street,
                                           Denver, CO 80237
                                           UNITED STATES OF AMERICA

                         Attention:        Vice President - Legal

                         Facsimile:        +1 303 220 3117

                    or as specified to the sender by any party by notice;

                                                                         Page 16
<PAGE>


               (2)  where the sender is a company,  must be signed by an officer
                    of the sender;

               (3)  is regarded as being given by the sender and received by the
                    addressee;

                    (A)  if  by  delivery  in  person,  when  delivered  to  the
                         addressee;

                    (B)  if by post, 3 Business Days from and including the date
                         of postage; or

                    (C)  if by facsimile  transmission,  when transmitted to the
                         addressee   with  a  transmission   report   confirming
                         successful transmission,

                    but if the  delivery  or  receipt is on a day which is not a
                    Business  Day or is after  5.00pm  (addressee's  time) it is
                    regarded as received  at 9.00 am on the  following  Business
                    Day; and

               (4)  can be relied upon by the addressee and the addressee is not
                    liable  to any other  person  for any  consequences  of that
                    reliance if the addressee believes it to be genuine, correct
                    and authorised by the sender.

          (b)  In this  clause  14.1 a  reference  to an  addressee  includes  a
               reference to an addressee's officers, agents or employees.

     14.2 Governing law and jurisdiction

          (a)  This  agreement is governed by the laws of the State of New South
               Wales.

          (b)  Each of the  parties  irrevocably  submits  to the non  exclusive
               jurisdiction of the courts of the State of New South Wales.

     14.3 Enforceability, prohibition and severance

          (a)  Any  provision  of, or the  application  of any provision of this
               agreement  which is  prohibited in any  jurisdiction  is, in that
               jurisdiction, ineffective only to the extent of that prohibition.

          (b)  Any  provision of, or the  application  of any provision of, this
               agreement  which  is  void,   illegal  or  unenforceable  in  any
               jurisdiction   does  not  affect  the   validity,   legality   or
               enforceability of that provision in any other  jurisdiction or of
               the remaining provisions in that or any other jurisdiction.

     14.4 Waivers

          (a)  Waiver of any right arising from a breach of this agreement or of
               any right,  power,  authority,  discretion or remedy arising upon
               default under this  agreement or upon the  occurrence of an Event
               of  Termination  must  be in  writing  and  signed  by the  party
               granting the waiver.

          (b)  This clause 14.4 may not itself be waived except by writing.

          (c)  A single  or  partial  exercise  of a right  by a party  does not
               preclude another exercise or attempted  exercise of that right or
               the exercise of another right.

          (d)  Failure by a party to  exercise  or delay in  exercising  a right
               does not prevent its exercise or operate as a waiver.

                                                                         Page 17
<PAGE>


     14.5 Variation

          Variation of any term of this  agreement must be in writing and signed
          by the parties.

     14.6 Cumulative rights

          The rights, powers and remedies arising out of or under this agreement
          are  cumulative  and  additional  to any rights,  powers and  remedies
          provided in law or equity.

     14.7 Counterparts

          This  agreement  may be  executed in any number of  counterparts.  All
          counterparts,  taken together,  constitute a single agreement. A party
          may execute this agreement by signing any counterpart.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Executed as an agreement:
Signed by

Austar United Communications Limited

by:
<S>                                                              <C>

/s/ Justin H. Gardener                                           /s/ T. D. Downing
------------------------------------------------                 --------------------------------------------------
Secretary/Director                                               Director

Justin H. Gardener                                               T. D. Downing
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)



Signed for

United Austar, Inc.

by its authorised representative in

the presence of:

/s/ Rick Westerman                                               /s/ Ellen P. Spangler
------------------------------------------------                 --------------------------------------------------
Witness                                                          Authorised Representative

Rick Westerman                                                   Ellen P. Spangler
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

                                                                 V.P.
                                                                 --------------------------------------------------
                                                                 Title (please print)


                                                                         Page 18
<PAGE>


Signed for

United Australia Holdings, Inc.

by its authorised representative in

the presence of:

/s/ Rick Westerman                                               /s/ Ellen P. Spangler
------------------------------------------------                 --------------------------------------------------
Witness                                                          Authorised Representative

Rick Westerman                                                   Ellen P. Spangler
------------------------------------------------                 --------------------------------------------------
Name (please print)                                              Name (please print)

                                                                 V.P.
                                                                 --------------------------------------------------

                                                                 Title (please print)

</TABLE>


                                                                         Page 19
<PAGE>
--------------------------------------------------------------------------------
Schedule  1 - Certificate

To:               United Austar, Inc.

Attention:        General Counsel



I hereby  certify on behalf of Austar United  Communications  Limited ABN 88 087
695 707 (AUN) that the following statements are true and not misleading:

(a)  AUN is not in default  under the  Underwriting  Agreement and has performed
     all its  obligations  under  clause 10 to the  extent  that that  agreement
     contemplated  such  performance  to  be  completed  on  the  date  of  this
     Certificate;

(b)  the  representations  and  warranties  contained in clauses 9.1 and 9.2 are
     repeated  as of the date of this  Certificate  and  there  has not been any
     breach  of  such  representations  and  warranties  from  the  date of that
     Underwriting Agreement until the date of this Certificate; and

(c)  none of the Events of Termination has occurred.

For the purposes of this Certificate:

(a)  Underwriting Agreement means the underwriting agreement dated on or about 5
     May 2000 between AUN and United Austar, Inc.

(b)  words and expressions used in this  Certificate have the meanings  ascribed
     to them in the Underwriting Agreement.

DATED






/s/ John C. Porter
--------------------
Director
For and on behalf of
Austar United Communications Limited


                                                                         Page 20
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Annexure A - Timetable
Clause 1.1



Description of action required                 Party responsible                Latest date for performance
------------------------------                 -----------------                ---------------------------
<S>                                            <C>                              <C>
Lodgment of Prospectus                         AUN                              23 March 2001

Prospectus sent to shareholders                AUN                              6 April 2001

Closing Date                                                                    2 May 2001

Allotment of New Shares                        AUN                              23 May 2001

Trading of New Shares on
ASX on T+3 basis AUN begins                    AUN                              24 May 2001
</TABLE>



                                                                         Page 21
<PAGE>

--------------------------------------------------------------------------------

Annexure B - Prospectus

Clause 1.1


















                                                                         Page 22