UNITED INTERNATIONAL HOLDINGS INC
8-K/A, 1997-11-14
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                  FORM 8-K/A-1

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Date of Event: October 17, 1997





                       UNITED INTERNATIONAL HOLDINGS, INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



   Delaware                        0-21974                      84-1116217
- ---------------                  ------------                 -----------------
(State or other                  (Commission                  (IRS Employer
jurisdiction of                  File Number)                 Identification #)
incorporation)



             4643 South Ulster Street, Suite 1300, Denver, Co. 80237
             -------------------------------------------------------
                     (Address of Principal Executive Office)



                                 (303) 770-4001
              ----------------------------------------------------
              (Registrant's telephone number, including area code)









<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
- -------  ------------------------------------

On September 9, 1997,  the  Registrant's  wholly-owned  subsidiaries,  UIH Latin
America,  Inc., UIH Argentina,  Inc., United  International  Holdings Argentina,
S.A., and CV American  Holdings L.L.C.  (collectively  the "Company"),  signed a
definitive  agreement to sell all of the Company's  cable  television  assets in
Argentina to Supercanal  Holding S.A. (the "Buyer"),  an Argentine  corporation.
Subsequent to September 9, 1997, this agreement was amended and restated to sell
each of the  Company's  interests  in the  Argentine  regions  of  Bahia  Blanca
("Bahia"),  Comodoro Rivadavia and Trelew  ("Comodoro"),  and Santa Fe and Entre
Rios  ("Santa Fe")  separately.  The sale of the  Company's  interests in Bahia,
Comodoro, and Santa Fe closed on October 17, 22, and 29, 1997, respectively. The
Company's  interests in Bahia were  purchased by  Multicanal  S.A., an Argentine
corporation, and the Buyer purchased all of the Company's interests in Comodoro.
The Buyer also agreed to purchase all the  Company's  interests in Santa Fe, but
subsequently  assigned its rights to make such purchase to  Multicanal  S.A. and
Cablevision S.A., both Argentine corporations,  (collectively with the Buyer the
"Buyers").

The sales  price  for  Bahia,  Comodoro  and Santa Fe  collectively  was  $268.2
million,  $25.3 million of which  consisted of remaining debt from the Company's
original acquisition of Bahia, Comodoro and Santa Fe in October 1996, April 1997
and April 1997,  respectively,  which was  assumed by the Buyers.  From this net
sales price of $242.9 million,  $29.6 million was paid directly by the Buyers to
other minority interest  shareholders,  resulting in net proceeds to the Company
of $213.3 million.  The payment was received in full in cash, except for a total
of $11.25 million  placed in escrow,  of which $6.75 million will be received on
December 1, 1997 and the final $4.5  million  will be  received 12 months  after
closing, pending any adjustments or disputes.

The Company's  approximate  net  investment  in its  Argentine  assets is $114.5
million,  resulting in an estimated gain on the transaction  (after  transaction
costs of  approximately  $0.6 million) of $98.2 million.  Under the terms of its
lending arrangements with a group of banks, the Company repaid from the proceeds
of the sale all of its outstanding  indebtedness  under its bridge loan facility
totaling $110 million plus accrued interest.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- -------  ---------------------------------

(b)  PRO FORMA FINANCIAL INFORMATION.

     The following  unaudited pro forma consolidated  balance sheet gives effect
     to the sale of  Bahia,  Comodoro  and Santa Fe as if each had  occurred  on
     August 31, 1997. The following unaudited pro forma consolidated  statements
     of operations  for the year ended  February 28, 1997 and for the six months
     ended August 31, 1997 give effect to the sale of Bahia,  Comodoro and Santa
     Fe as if each had never occurred.  Such acquisitions of Bahia, Comodoro and
     Santa Fe were  consummated  in October  1996,  April  1997 and April  1997,
     respectively.  The consolidated  financial information and notes thereto do
     not purport to represent what the Registrant's  results of operations would
     actually have been if such transactions had in fact occurred on such date.

     The pro forma  adjustments are based upon currently  available  information
     and upon certain  assumptions that management believes are reasonable under
     current  circumstances.  The  unaudited  pro forma  consolidated  financial
     information and  accompanying  notes should be read in conjunction with the
     consolidated  financial statements and the related notes thereto, and other
     financial  information  pertaining  to  the  Registrant,   filed  with  the
     Securities and Exchange Commission.


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                                                           As of August 31, 1997
                                                   -----------------------------------------------------------------------  
                                                                     Sale Of          Sale of        Sale of
                                                   Historical        Bahia(1)       Comodoro(2)    Santa Fe(3)  Pro Forma
                                                   ----------        --------       -----------    -----------  ---------
                                                                               (In Thousands)
CONSOLIDATED CONDENSED BALANCE SHEET

ASSETS
<S>                                                <C>              <C>              <C>           <C>           <C>
Cash and cash equivalents and short-term        
  investments...................................   $102,019         $ 41,655         $ 15,219      $ 22,020      $180,913
Restricted cash.................................     10,520               --               --        (5,114)        5,406
Escrowed cash...................................         --            4,630            2,429         4,191        11,250
Subscriber receivables, net.....................      5,014           (3,007)              --            --         2,007
Costs to be reimbursed by affiliated companies..     10,786               --               --            --        10,786
Other current assets............................     29,484               --               --            --        29,484
                                                   --------         --------         --------      --------      --------
     Total current assets.......................    157,823           43,278           17,648        21,097       239,846

Property and equipment, net.....................    214,345           (4,604)              --            --       209,741
Investments in and advances to affiliated           
  companies.....................................    301,858               --          (28,268)      (50,410)      223,180
Goodwill........................................    118,650          (60,158)              --            --        58,492
Other assets....................................     40,757           (1,659)              --            --        39,098
                                                   --------         --------         --------      --------      --------

     Total assets...............................   $833,433         $(23,143)        $(10,620)     $(29,313)     $770,357
                                                   ========         ========         =========     ========      ========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Accounts payable, accrued liabilities and
  other.........................................   $ 50,644         $(14,804)        $   (358)     $   (167)     $ 35,315
Note payable(4).................................    110,000          (37,488)         (20,295)      (52,217)           --
Current portion long-term debt..................      4,705               --               --            --         4,705
Purchase money notes payable to
  sellers - current.............................     24,021           (6,256)          (8,996)       (8,769)           --
                                                   --------         --------         --------      --------      --------
     Total current liabilities..................    189,370          (58,548)         (29,649)      (61,153)       40,020

Purchase money notes payable to sellers.........     11,806               --           (3,645)       (8,161)           --
Senior secured notes and other debt.............    753,637               --               --            --       753,637
                                                   --------         --------         --------      --------      --------
     Total liabilities..........................    954,813          (58,548)         (33,294)      (69,314)      793,657
Minority interest...............................         69             (103)              --            --           (34)
Convertible preferred stock.....................     31,922               --               --            --        31,922
Stockholders'(deficit)equity....................   (153,371)          35,508           22,674        40,001       (55,188)
                                                   --------         --------         ---------      --------     --------
      Total liabilities and stockholders'
        (deficit) equity........................   $833,433         $(23,143)        $(10,620)     $(29,313)     $770,357
                                                   ========         ========         ========      ========      ========
</TABLE>
                                                
(1)  Represents  the  Company's  sale of Bahia for a net $88.0 million cash plus
     assumption  by the Buyers of the unpaid  balance of  purchase  money  notes
     payable  to  sellers  including  accrued  interest  of $469  thousand.  The
     remaining  adjustments  eliminate the historical assets,  liabilities,  and
     stockholders'  equity  of  Bahia,  eliminate  additional  investments  made
     subsequent to August 31, 1997, and record the gain on sale.
(2)  Represents the Company's sale of Comodoro for a net $46.2 million cash plus
     assumption  by the Buyers of the unpaid  balance of  purchase  money  notes
     payable  to  sellers  including  accrued  interest  of $358  thousand,  the
     elimination of the historical investment balance, and the gain on sale.
(3)  Represents the Company's sale of Santa Fe for a net $79.1 million cash plus
     assumption  by the Buyers of the unpaid  balance of  purchase  money  notes
     payable  to  sellers  including  accrued  interest  of $167  thousand,  the
     elimination  of the  historical  investment  balance and  investments  made
     subsequent to August 31, 1997, and the gain on sale.
(4)  Under  the terms of its  lending  arrangements  with a group of banks,  the
     Company used the proceeds of the sale of the Argentine operations to retire
     its outstanding  indebtedness of $110.0 million to Toronto  Dominion,  plus
     accrued interest.


                                       3

<PAGE>
<TABLE>
<CAPTION>
                                                                    Fiscal Year Ended February 28, 1997
                                                   ---------------------------------------------------------------------- 
                                                                    Sale Of          Sale of       Sale of
                                                   Historical       Bahia(1)       Comodoro(2)   Santa Fe(3)   Pro Forma
                                                   ----------       --------       -----------   -----------   ---------
                                                                (In Thousands, Except Share And Per Share Data)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
<S>                                                 <C>            <C>            <C>            <C>          <C>
Service and other revenue.......................    $  30,244      $(4,385)       $     --       $   --       $   25,859
Management fee income from related parties......        1,311           --              --           --            1,311
Operating expense...............................      (34,116)       2,031              --           --          (32,085)
Selling, general and administrative expense.....      (46,155)       2,183              --           --          (43,972)
Depreciation and amortization...................      (38,961)       1,592              --           --          (37,369)
                                                    ---------      -------         -------        -----        ---------
   Net operating loss...........................      (87,677)       1,421              --           --          (86,256)
Other income (expense):
Equity in losses of affiliated companies, net...      (47,575)          --              --           --          (47,575)
Gain on sale of investment in
  affiliated company............................       65,249           --              --           --           65,249
Interest, net...................................      (66,330)       1,078(4)           --           --          (65,252)
Provision for losses on investment
  related costs.................................       (5,859)          --              --           --           (5,859)
Other...........................................        3,367          (22)             --           --            3,345
                                                    ---------       -------        -------       ------        ---------
   Net loss....................................     $(138,825)      $ 2,477        $    --       $   --        $(136,348)
                                                    =========       =======        =======       ======        =========

   Net loss per common share....................    $   (3.56)      $  0.06                                    $   (3.50)
                                                    =========       =======                                    =========
   Weighted average number of shares
     outstanding................................   39,035,776    39,035,776                                   39,035,776
                                                   ==========    ==========                                   ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                     Six Months Ended August 31, 1997
                                                   ---------------------------------------------------------------------- 
                                                                    Sale Of          Sale of       Sale of
                                                   Historical       Bahia(1)       Comodoro(2)   Santa Fe(3)   Pro Forma
                                                   ----------       --------       -----------   -----------   ---------
                                                                (In Thousands, Except Share And Per Share Data)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
<S>                                                 <C>            <C>             <C>           <C>           <C>
Service and other revenue.......................    $  44,359      $(13,043)       $    --       $   --        $  31,316
Management fee income from related parties......          738            --             --           --              738
Operating expense...............................      (27,896)        5,174             --           --          (22,722)
Selling, general and administrative expense.....      (39,838)        4,395             --           --          (35,443)
Depreciation and amortization...................      (38,751)        2,683             --           --          (36,068)
                                                    ---------      --------        -------       ------        ---------     
   Net operating loss..........................       (61,388)         (791)            --           --          (62,179)
Other income (expense):
Equity in losses of affiliated companies, net...      (37,542)           --             55          956          (36,531)
Interest, net ..................................      (53,018)        1,728(4)       1,089(4)     2,009(4)       (48,192)
Provision for losses on investment
  related costs.................................       (6,454)           --             --           --           (6,454)
Other ..........................................       (1,710)           50             --           --           (1,660)
                                                    ---------      --------        -------       ------        ---------
   Net loss.....................................    $(160,112)     $    987        $ 1,144       $2,965        $(155,016)
                                                    =========      ========        =======       ======        =========

   Net loss per common share ...................    $   (4.09)     $   0.03        $  0.03       $ 0.07        $   (3.96)
                                                    =========      ========        =======       ======        =========
   Weighted average number of shares
     outstanding................................   39,191,640    39,191,640     39,191,640   39,191,640       39,191,640
                                                   ==========    ==========     ==========   ==========       ==========
</TABLE>

(1)  Represents the  elimination  of revenues and expenses for Bahia  recognized
     through  consolidation  during the year ended February 28, 1997 and the six
     months ended August 31, 1997.  Bahia was acquired in October 1996,  and its
     operating results were consolidated with the Company's  beginning  November
     1, 1996.
(2)  Represents the  elimination of the equity in losses of Comodoro  recognized
     during the six months ended August 31, 1997.
(3)  Represents  the  elimination of the equity in losses of Santa Fe recognized
     during the six months ended August 31, 1997.
(4)  Represents the elimination of interest expense on the Toronto Dominion Note
     and the elimination of interest expense on the purchase money notes payable
     to sellers.


                                       4
<PAGE>

(c)   EXHIBITS

      10.1     Stock  Purchase  Agreement,  dated as of October 17, 1997, by and
               among  Multicanal  S.A.,  as  Buyer,  and  United   International
               Holdings  Argentina,  S.A. and UIH  Argentina,  Inc., as Sellers,
               relating to the sale of the companies operating in Bahia Blanca.
      10.2     Stock  Purchase  Agreement,  dated as of October 20, 1997, by and
               among Supercanal Holding S.A., as Buyer, and United International
               Holdings  Argentina,  S.A. and UIH  Argentina,  Inc., as Sellers,
               relating  to the  sale of the  companies  operating  in  Comodoro
               Rivadavia and Trelew
      10.3     Stock  Purchase  Agreement,  dated as of October 20, 1997, by and
               among Supercanal Holding S.A., as Buyer, and UIH Argentina,  Inc.
               and CV American Holdings L.L.C., as Sellers, relating to the sale
               of the companies operating in Santa Fe and Entre Rios.
      10.4     Form of Escrow Agreement executed by and among U.S. Bank National
               Association dba Colorado  National bank, as Escrow Agent, and the
               applicable  Buyer and Sellers in  connection  with the closing of
               the  transactions  contemplated  by each of the  foregoing  Stock
               Purchase Agreements.
      10.5     Assignment and Amendment Agreement, dated as of October 29, 1997,
               by and among  Supercanal  Holding S.A.,  as Assignor,  Multicanal
               S.A. and Cablevision S.A., as Assignees, and UIH Argentina,  Inc.
               and CV American Holdings L.L.C.,  as Sellers.  This agreement was
               signed, and the transactions contemplated thereby were closed, on
               October 29, 1997.






                                       5

<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



UNITED INTERNATIONAL HOLDINGS, INC.


Date: November 10, 1997
      -----------------


By: /s/ J. Timothy Bryan
   -----------------------------------
        J. Timothy Bryan
        Chief Financial Officer
        (A Duly Authorized Officer and
           Principal Financial Officer)







                                       6

                            STOCK PURCHASE AGREEMENT
                             DATED OCTOBER 17, 1997


BETWEEN

Multicanal  S.A.,  an  Argentine  corporation,  hereinafter  referred  to as the
"Buyer",  and  United  International  Holdings  Argentina,  S.A.,  an  Argentine
corporation ("UIH"), and UIH Argentina,  Inc., a Colorado corporation  ("UIHA").
UIH and UIHA are  collectively  referred to in this  Agreement as the "Sellers."
The Sellers and the Buyer are jointly referred to as the "Parties."

                                    RECITALS

The Sellers are the owners of the shares of stock of the Argentine companies set
forth on Schedule I, in proportion and quantities  that are detailed on Schedule
I and the Buyer is interested in acquiring such shares pursuant to the terms and
conditions of this Agreement.

In consideration of the terms and conditions contained herein, the Parties agree
as follows:


                                    ARTICLE 1
                                   DEFINITIONS

As used herein,  the following terms have the following  meanings (terms defined
in singular to have the same meanings when used in plural and vice versa):

ADDITIONAL AGREEMENTS: Any agreement, instrument,  certificate or other document
executed or delivered pursuant to this Agreement including,  without limitation,
any Contract and any other documents  (except  opinions)  delivered to the Buyer
pursuant to Article 6 .

AFFILIATE:  Affiliate of a Person will mean,  unless  otherwise  specified,  any
entity  that  directly  or  indirectly,  through  one  or  more  intermediaries,
controls,  is  controlled  by or is under common  control  with the Person.  For
purposes  of this  definition  the term  "control"  means  effective  management
control of the Person including,  without limitation,  control through the power
to elect a sufficient  number of directors or to appoint a sufficient  number of
senior managers to obtain control or similar powers. A Person will be rebuttably
presumed  to  control  another  Person  or  entity if it owns 50% or more of the
equity or the voting power of the applicable entity.

AGREEMENT:  This Stock Purchase Agreement  (including the Exhibits and Schedules
attached hereto).

APPLICABLE PURCHASE AGREEMENTS:  The purchase agreements under which the Sellers
acquired their ownership interests in the Companies.

<PAGE>

ASSETS: For any Person,  all of the properties,  Equipment,  Systems,  Licenses,
marks,  commercial  names,  intellectual  property  rights,  and  other  assets,
privileges,  rights,  interest,  claims and  goodwill of such  Person,  real and
personal,  tangible and  intangible,  owned,  leased or  otherwise  used by such
Person.

BUSINESS  DAY: Any day on which banks in the State of New York,  U.S.A.,  and in
the city of Buenos Aires, Argentina, are not required or authorized to be closed
by law.

CLOSING:  As defined in Section 2.2 of this Agreement.

CLOSING DATE:  The date on which the Closing occurs.

CLOSING LIABILITIES:  All obligations,  net of any amounts in escrow accounts to
provide for any such  obligations,  of each of the Companies at the Closing Date
that are or should be included as liabilities on the consolidated  balance sheet
of  the  Companies  as of  said  date  in  accordance  with  generally  accepted
accounting principles in Argentina.

CLOSING CURRENT ASSETS:  All assets of each of the Companies at the Closing Date
(net of any amounts in escrow accounts  referred to in the definition of Closing
Liabilities)   that  are  or  should  be  included  as  current  assets  on  the
consolidated  balance sheet of the Companies as of said date in accordance  with
generally  accepted  accounting  principles  in Argentina.  Notwithstanding  the
foregoing  the purchase  price for the put-call  for the 20%  (US$4.850.118)  of
Cable Total will not be considered a closing liability.

COMFER:  The Argentine Comite Federal de Radiodifusion.

COMPANIES:  The Holding Companies and the Operating Companies.

CONTRACTS/COMMITMENTS:  For any Person, any contract,  mortgage,  deed of trust,
bond, lease, license, note, franchise,  certificate,  option, warrant, right, or
such other instrument,  document or written agreement,  and any oral obligation,
right or  agreement to which such Person is a party  and/or  beneficiary  and/or
obligee  and/or  subscriber  and/or by which  such  Person  and/or any Assets or
securities of such Person are or may be bound,  including,  without  limitation,
any License.

EQUIPMENT:  Equipment includes, but is not limited to, electronic devices, trunk
and  distribution  cables;  amplifiers;  power  supplies;  conduit;  cables  and
pedestals; grounding and pole hardware, installed subscriber devices (including,
without  limitation,  drop  lines,  converters,  encoders,  transformers  behind
television  sets  and  fittings);   "headend"  (origination,   transmission  and
distribution  system);   hardware;  tools;  inventory;  spare  parts;  maps  and
engineering data;  vehicles;  microwave  equipment;  studios and other broadcast
facilities  and other  equipment for local  programming;  and all other tangible
property and facilities owned,  used or held for use by the Operating  Companies
in the Systems of the Companies.

GOVERNING  DOCUMENTS:  The  bylaws  (estatutos),   articles  or  certificate  of
incorporation  or  association,  or  other  governing  documents  which  may  be
mandatory in any entity.

                                        2

<PAGE>

GOVERNMENTAL AUTHORITY: Any court,  administrative agency or commission,  or any
other governmental organization, or any other governmental or quasi-governmental
agency, instrumentality or official, domestic or foreign.

HOLDING  COMPANIES:  Inversora TV Cable,  S.A.,  Compania  Teleinversora,  S.A.,
Inversora Multivision, S.A., and Compania Cableinversora, S.A.

JUDGMENT: Any judgment,  writ, order, decree or ruling of or by any court, judge
or magistrate, including any bankruptcy court or judge.

LAW: The civil and commercial law and any statute, ordinance, code or other law,
rule, regulation,  order, technical or other standard,  requirement or procedure
adopted and in effect in the Argentine Republic or its political subdivisions.

LICENSES: All concessions, licenses, permits, operating authorizations and other
agreements and approvals from Governmental Authorities, providers of programming
or other entities and all material rights-of-way,  satellite, microwave or other
transmission  agreements,  pole or underground  construction or usage agreements
and all other agreements  necessary to construct,  own and operate a System in a
specified geographical area in compliance with applicable Laws.

LIEN:  Any  security  agreement,  financing  statement  (whether  filed or not),
conditional sale or other title retention agreement,  any lease,  consignment or
bailment given for security purposes, any lien, charge, limitation,  restrictive
agreement, mortgage, pledge, option, encumbrance, adverse interest, constructive
trust or other trust,  claim, legal custody,  exception to or defect in title or
other ownership interest (including, without limitation, reservations, rights of
entry,  possibilities  of  reverter,  encroachments,  easements,  rights of way,
restrictive covenants, leases and Licenses) of any kind.

MATERIAL  ADVERSE  EFFECT:  Material  Adverse  Effect  means any event,  change,
occurrence  or  condition,  singly or  together  with any other  event,  change,
occurrence  or  condition  that  would  have a  material  adverse  effect on the
condition, financial or otherwise, of a Person.

OPERATING  COMPANIES:  TV Cable  S.A.,  Cable  Total  S.A.,  Cable  DU-KE  S.A.,
Multivision S.A, and Cerri Video Cable, S.A.

OPTIONS: All options to acquire equity interests of entities in the multichannel
subscription  television  business  now held by Sellers or their  Affiliates  or
acquired by any of them on or prior to the Closing Date.

PERSON:  Any natural  person,  sociedad  anonima,  sociedad  de  responsabilidad
limitada,  corporation,  general or limited partnership,  joint venture,  trust,
association,  entities  of  any  kind  (with  or  without  legal  existence)  or
Governmental Authority or other persons.

PURCHASE PRICE:  The Purchase Price will equal the following:


                                        3

<PAGE>

     (a) The  aggregate  amount  for all of the  Companies  (calculated  without
duplication) of the following amount for each Company:

          (i)(A) the total number of  Subscribers of such Company at the Closing
     Date  multiplied  by  US$1,500,  (B) less the Closing  Liabilities  of such
     Company, (c) plus the Closing Current Assets of such Company;

          (ii)  multiplied  by the total  percentage  ownership  of such Company
     being transferred pursuant to this Agreement (which percentage, in the case
     of Cable Total S.A., shall be deemed to be 100% notwithstanding that 20% of
     the shares of Cable Total are owned by others subject to a put/call);

     (b) less US$4,850,118;

     (c)  plus  the  total  purchase  price  (including   reasonable,   properly
documented  out-of-pocket closing costs) paid by any of the Companies or Sellers
in connection with the exercise of Options prior to closing with the approval of
Buyer (which approval will not be unreasonably  withheld for Options that expire
before the Closing).

For example, suppose Company A is a seller and owns 80% of the shares of Company
B and Company B owns 90% of Company C.  Company B has no  Subscribers,  US$25 of
Closing  Liabilities  and  US$5 of  Closing  Current  Assets.  Company  C has 10
Subscribers,  US$100 of Closing Liabilities and US$20 of Closing Current Assets.
In this case, clause (a) of the definition of Purchase Price would be applied as
follows:

     --   The amount for  Company C would be (10 x US$1,500)  minus  US$100 plus
          US$20, all multiplied by 72%, for a total of US$10,742.40.

     --   The amount for Company B would be ($20) multiplied by 80% or ($16).

     --   The total  amount for these two  companies  under  clause (a) would be
          US$10,726.40.

REAL PROPERTY: For any Person, all realty, towers,  fixtures and other interests
in real property,  buildings,  improvements and construction-in-progress  owned,
leased, occupied, used or held for use by such Person.

REQUIRED CONSENTS:  As defined in Section 3.2.2 hereof.

RESTRICTION:  With respect to any stock, any voting or other trust or agreement,
option,  warrant,  escrow,  proxy,  buy-sell or other share transfer  agreement,
power of attorney or other Contract,  arrangement or understanding,  Judgment or
Law that (i) grants to any person the right to purchase or otherwise acquire, or
obligates  any person to sell or otherwise  dispose of, or otherwise  results or
may result  (with or without  the  passage of time,  the payment of money or the
occurrence  of any other  event) in any Person  acquiring  any such  stock,  any


                                       4

<PAGE>

interest in or proceeds or  distributions  of any such stock,  (ii) restricts or
may  restrict  the  transfer  of or the  exercise  of any  voting  rights or the
enjoyment  of any other  benefits  arising  by reason of  ownership  of any such
stock,  proceeds or  distributions,  or (iii)  creates or may create a lien or a
purported lien affecting such stock, proceeds or distributions.

RIGHTS: Collectively,  (A) the right to any dividend of any of the Companies, in
cash or in kind,  declared but not  distributed  as of the Closing Date, (B) all
the rights arising from revocable or irrevocable  capital  contributions made by
Sellers  to  the  Companies  prior  to the  Closing  Date  that  have  not  been
capitalized (or the capitalization of which has not yet been effected),  (C) all
credits that the Sellers may have against the capital of the Companies as of the
Closing Date, (D) all rights to subscribe to the Companies' capital increases as
of the Closing  Date,  and (E) any other  rights to be paid in as of the Closing
Date.

SELLERS'  REPRESENTATIVE:  UIH Latin America,  Inc., a Colorado corporation,  or
such other  Person as the Sellers may  designate  in writing in the future.  The
Sellers grant the Sellers'  Representative  sufficient power to interpret and/or
modify this Agreement and to sign any agreement related to the same.

SHARES:  The shares of the Holding  Companies'  capital stock, and the shares of
any Operating  Company's capital stock held directly by any Seller, set forth on
Schedule  I to be  purchased  by the Buyer  from the  Sellers  pursuant  to this
Agreement, which will constitute all of the outstanding capital stock and voting
power of each such Holding Company or Operating Company, as applicable, owned by
the  Sellers.  The  transfer of the Shares  implies  the  transfer of all of the
Rights.

SUBSCRIBER:  Any person that,  at the relevant date for the  calculation  of the
number of  Subscribers,  is connected to the services  furnished by the Company,
and with  respect to whom  condition  (i) below and one of  conditions  (ii) and
(iii) below is met.

          (i) the  services  furnished  by the  Company to that person have been
     invoiced on a monthly  basis at a time  consistent  with the system's  past
     practices;

          (ii) if services had been  furnished  for a period for which more than
     two  invoices  have been issued,  no debt in respect of a monthly  invoice,
     other than the three monthly invoices due prior to such date is outstanding
     (including debt outstanding under a refinancing plan) or have been released
     or otherwise  discharged  without  payment since August 1, 1997,  PROVIDED,
     HOWEVER,  that a person owing any such invoice under a refinancing  plan of
     which at least  THREE  installments  have been paid at that date and who is
     not in arrears with respect to any installment thereof will be considered a
     Subscriber; and

          (iii) if services  had been  furnished  for a period  shorter than the
     period  contemplated  in (ii)  above,  that  person  has paid  either (a) a
     connection charge not lower than 50% of the system's regular monthly charge
     or (b) a monthly invoice in advance.

     If a person has been  connected  to the  services  under a  temporary  sale
promotion,  that person shall be counted as a fraction of subscriber in the same


                                       5

<PAGE>

proportion  as the monthly  charge paid by that person bears to the then regular
monthly charge.  For the purposes hereof  "temporary sale promotion" shall mean,
with respect to any system, any temporary discount, rebate or other reduction in
the system's  monthly charge for the purpose of gaining new  subscribers for the
system, and "regular monthly charge" shall mean, with respect to any system, the
monthly  charge  invoiced to the persons  connected to that system under no such
promotion or other preference,  as shown in the relevant management reports. For
systems that  normally  offer a discount  for  invoices  paid within a specified
time, the discounted amount shall be deemed to be the regular monthly charge.

     If a person  connected to the services  enjoys a  preference  charge,  that
person shall be counted as a fraction of  subscriber  in the same  proportion as
the monthly charge paid by that person bears to the then regular monthly charge.
For the purposes  hereof  "preference  charge"  shall mean,  with respect to any
system owned by the Company,  any charge lower than the regular  monthly  charge
(as defined  above)  provided for by the Company  under any program other than a
temporary sale promotion.

     If a person  connected to the services  pays more than the regular  monthly
service charge, then that person shall be counted as more than one subscriber in
a manner comparable to that used above for persons who pay less than the regular
monthly charge.

SYSTEM:  A  complete   multi-channel   subscription   television  reception  and
distribution system consisting of one or more head-ends, trunk cable, subscriber
drops  and  associated  electronic  equipment  that is or is  capable  of  being
operated as an independent system without interconnections to other systems.

TAX: Any tax or payment of any kind required  pursuant to any Law, to be paid to
any Governmental Authority.

TITLE  DOCUMENTS:  Any deed,  grant of easement,  certificate  of title or other
document  which  confirms or vests  title or  ownership  of any  property or any
interest in Assets in any Person.

US$:  United States Dollars.


                                    ARTICLE 2
                                PURCHASE OF STOCK

     2.1 PURPOSE OF AGREEMENT.

         (a) The Sellers  agree to sell,  assign and transfer to Buyer and Buyer
agrees to purchase,  pursuant to the terms and conditions of this Agreement, the
Shares.

         (b) This Agreement  includes the transfer to Buyer of all of the Rights
and  Options  arising  on or before  the  Closing  Date.  Sellers  also agree to
transfer directly (or through transfer of a parent company) (i) all Options they
hold at the  Closing  that can be so  transferred  without  the  consent  of the
optionor, and to use reasonable efforts to obtain required consents and transfer


                                       6

<PAGE>

directly (or through transfer of a parent company) all other Options held at the
Closing and (ii) all rights to receive  funds from or enforce the  provisions of
any escrow  existing  pursuant to any of the Applicable  Purchase  Agreements or
related  documents.  If an Option is held by a Seller  and is not  transferable,
such Seller will,  at the written  request of Buyer and upon payment by Buyer to
Seller of the exercise price of such Option,  use reasonable efforts to exercise
such Option and  promptly  transfer  the place as agreed in writing by Buyer and
Sellers' Representative.

         (c) This  Agreement  includes the assignment by Sellers to Buyer of all
of Sellers' rights and obligations under the Applicable Purchase Agreements,  to
the extent such rights and obligations are assignable under the respective terms
of such Applicable Purchase Agreements.

     2.2 CLOSING.

         (a) The Closing of the purchase and sale of the Shares (the  "Closing")
will occur on October 17, 1997.  The Closing  shall take place at the offices of
Estudio Beccar Varela, Buenos Aires,  Argentina, or any other place as agreed in
writing by Buyer and Sellers' Representative.

         (b) At the Closing the  Sellers  will  deliver to the Buyer any and all
certificates representing the Shares and will take all necessary acts to perfect
the  transfer of the Shares and note in the name of the Buyer and/or the company
that the Buyer will  designate  the transfer in the  Companies'  Stock  Registry
Books, free of Liens and  Restrictions,  with the exception of the authorization
provided for in Article 46 clause (f) of the Broadcasting Law, if applicable.(b)

     2.3 PAYMENT OF PURCHASE PRICE.

         2.3.1 ESCROW DEPOSIT.  US$ 4,629,784 of the Purchase Price (the "Escrow
Deposit") will be paid at the Closing by way of a deposit on behalf of the Buyer
in an escrow account (the "Escrow  Account") with Colorado National Bank N.A. or
such other escrow agent as the Parties shall agree, with which an agreement will
be signed  substantially  in the form attached  hereto as Exhibit A (the "Escrow
Agreement").  The Escrow Account will be governed by the terms and conditions of
the Escrow Agreement.

         2.3.2 CLOSING PAYMENT. The remainder of the Purchase Price,  determined
pursuant to Section 2.4(a) (the "Closing Payment"),  will be paid to the Sellers
at the Closing.

     2.4 DETERMINATION OF PURCHASE PRICE. For purposes of the Closing Payment to
be made  pursuant to Section  2.3.2,  the Purchase  Price will be  determined as
follows:

         (a) Attached hereto as Exhibit B is a certificate  setting forth a good
faith  estimate,  based on August 31, 1997  numbers,  of (A) the total number of
Subscribers  to the  Companies'  Systems as of the Closing Date, (B) the Closing
Liabilities,  (C) the Closing  Current Assets,  and (D) the Purchase Price.  The
Closing  Payment will be (i) the Purchase Price shown on that  certificate  (the
"Estimated Purchase Price"), minus (ii) the Escrow Deposit.


                                        7

<PAGE>

         (b) Within thirty days after the Closing  Date,  the Buyer will deliver
to the Sellers'  Representative  a statement  (the "Purchase  Price  Statement")
showing  (i) the number of  Subscribers  at the Closing  Date,  (ii) the Closing
Liabilities,  (iii) the Closing  Current Assets and (iv) the resulting  Purchase
Price,  and  specifying  in  reasonable  detail  how  each of  those  items  was
calculated.  In order to expedite  calculation of the Purchase Price, the Seller
will  cooperate  with the Buyer prior to the  Closing in the Buyer's  efforts to
prepare to audit the number of  Subscribers at the Closing Date and to determine
the Closing  Liabilities and Closing  Current Assets.  The Buyer will permit the
Sellers'  Representative  or its designee to participate in the Buyer's audit of
the number of Subscribers at the Closing Date.  Schedule  2.4(b) details certain
valuation  criteria to be used for auditing or  arbitration  purposes.  If Buyer
does not deliver the Purchase Price Statement within this 30-day period, it will
have no right to assert  that the  Purchase  Price is lower  than the  Estimated
Purchase Price.

         (c) The Purchase  Price shown on the Purchase  Price  Statement will be
deemed to be the final Purchase Price unless,  within ten days after it receives
the Purchase Price Statement,  the Sellers' Representative delivers to the Buyer
a notice (a "Dispute Notice") stating that the calculation of the Purchase Price
was not correct and  specifying in  reasonable  detail each item on the Purchase
Price  Statement that the Sellers'  Representative  disputes,  and the amount in
dispute with regard to each of those items.

         (d) If a Dispute  Notice is  delivered  to the Buyer within the ten day
period described in subparagraph (c), the Buyer and the Sellers'  Representative
will attempt to reach an agreement  within five days after the Dispute Notice is
delivered with regard to each item specified in the Dispute Notice. If the Buyer
and the Sellers'  Representative fail to agree within that five day period as to
any items,  KPMG Peat Marwick or another firm of accountants  agreed upon by the
Buyer and the Sellers'  Representative  (the  "Accountants") will be retained to
resolve  the  dispute as to those  items  (with the Buyer and the  Sellers  each
paying half the cost of the  Accountants).  The determination of the Accountants
as to each item will be final and  binding on the  Parties.  The final  Purchase
Price will reflect all  adjustments  to the Purchase Price shown on the Purchase
Price   Statement   that  are  agreed  upon  by  the  Buyer  and  the   Sellers'
Representative or are determined by the Accountants.

         (e) Within three days after the Purchase  Price  Statement is delivered
to the Sellers'  Representative,  the Buyer will pay the Sellers the amount,  if
any, by which the Purchase Price shown on the Purchase Price  Statement  exceeds
the Estimated Purchase Price.

         (f) Within  three days after the  Dispute  Notice is  delivered  to the
Buyer (or the time to deliver a Dispute Notice expires  without a Dispute Notice
being delivered),  the Buyer and the Sellers'  Representative  will instruct the
Escrow  Agent (i) to pay the  Buyer the  amount,  if any,  by which,  if all the
Disputed  Items were resolved in favor of Sellers,  the Purchase  Price would be
less than the Estimated  Purchase  Price, or (ii) to pay the Sellers the amount,
if any, by which if all the Disputed  Items were resolved in favor of the Buyer,
the Purchase  Price would be more than the  Estimated  Purchase  Price minus the
amount of the Escrow  Deposit.  If, even if all the Disputed items were resolved
in favor of the  Sellers,  the Purchase  Price would be less than the  Estimated
Purchase  Price  minus the  amount of the Escrow  Deposit,  at the same time the
instruction is delivered to the Escrow Agent, the Sellers will pay the Buyer the
amount by which the Purchase  Price shown on the Purchase  Price  Statement plus
the total of all the Disputed  Items is less than the Estimated  Purchase  Price
minus the amount of the Escrow Deposit.  If, even if all the Disputed Items were
resolved  in favor of the  Buyer,  the  Purchase  Price  would be more  than the
Estimated  Purchase  Price, at the same time the instruction is delivered to the
Escrow  Agent,  the Buyer will pay the Sellers the amount by which the  Purchase
Price shown on the Purchase Price Statement is more than the Estimated  Purchase
Price.


                                       8
<PAGE>

         (g) If a Dispute  Notice is delivered  to the Buyer,  within three days
after any  disputed  item is resolved by agreement of the Buyer and the Sellers'
Representative  in a manner that increases the Purchase Price, the Buyer and the
Sellers will instruct the Escrow Agent to pay the Sellers (or,  after the entire
Escrow Deposit has been paid to the Sellers, the Buyer will pay the Sellers) the
amount by which the Purchase Price is increased.

         (h)  Within  three days after the final  Purchase  Price is  determined
(whether because the Sellers'  Representative  did not deliver a Dispute Notice,
because  of  agreement  between  the  Buyer  and the  Sellers  or  because  of a
determination  of the  Accountants),  the Buyer and the Sellers'  Representative
will  instruct  the Escrow  Agent to pay to the  Sellers any amount by which the
final  Purchase  Price exceeds the payments  previously  made with regard to the
Purchase Price (including any payment being made under  subparagraph (e), (f) or
(g)), and to pay the balance of the Escrow  Deposit to the Buyer.  If the amount
by which the final Purchase Price is greater than the payments  previously  made
with regard to the  Purchase  Price  exceeds  the balance of the Escrow  Deposit
being  held by the Escrow  Agent,  within  three  days after the final  Purchase
Deposit is  determined,  the Buyer will pay the  Sellers an amount  equal to the
excess.

         (i) When the Purchase Price is finally determined, the income earned on
the Escrow  Deposit will be paid to the Sellers and the Buyer in  proportion  to
the portions of the Escrow Deposit paid to each of them.

         (j) If the amount of the Escrow  Deposit being held by the Escrow Agent
on December 1, 1997, exceeds  US$1,851,914 on December 1, 1997, the Escrow Agent
will pay the  excess  above  US$1,851,914  to the  Sellers.  If,  when the final
Purchase Price is  determined,  the amount the Sellers have received with regard
to the Purchase Price,  including the sum distributed under this subparagraph on
December 1, 1997, exceeds the final Purchase Price,  within three days after the
final  Purchase  Price is  determined,  the Sellers will pay the Buyer an amount
equal to the excess.

     2.5  EFFECTIVENESS  OF PAYMENT.  Each Seller  acknowledges  that payment in
accordance with Section 2.6 will constitute payment to such Seller.

     2.6 FORM OF PAYMENT.  All  payments to be made  pursuant to this  Agreement
shall  be made by wire  transfer  of  immediately  available  funds  to  Totonto
Dominion Bank, in accordance  with the wire transfer  instructions  set forth in
Schedule 2.6.


                                       9

<PAGE>

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

     Each Seller represents and warrants, except as disclosed on the annexes and
schedules of the Applicable Purchase  Agreements,  to Buyer the following.  With
respect to each Operating Company,  the  representations  and warranties made by
Sellers in or pursuant  to this  Agreement  apply only to events  that  occurred
after the Sellers acquired at least majority ownership of such Operating Company
("Majority Ownership Date"). Accordingly, no such representation and/or warranty
will be deemed to have been untrue or  inaccurate  when made with respect to any
Operating  Company  unless  (and then  only to the  extent  that) an event  that
occurred  after the  Majority  Ownership  Date  caused such  representation  and
warranty to be untrue or inaccurate when made.

     3.1(a) THE SELLERS.

         3.1(a)(1).  Each of the Sellers is a corporation,  sociedad  anonima or
limited  liability company duly organized and validly existing under the Laws of
the jurisdiction of its incorporation or organization.

         3.1(a)(2). This Agreement is a valid obligation, binding on each of the
Sellers,  and is  enforceable  against  each of them  pursuant  to the terms and
conditions  hereof.  Each  Additional  Agreement  to which any Seller is a party
will, at the Closing,  have been duly signed and executed by each of the Sellers
and will be a valid obligation,  binding on and enforceable against each of them
pursuant to the terms thereof.

     3.1(b) THE COMPANIES.

         3.1(b)(1).  Each of the Holding Companies and Operating  Companies is a
corporation  ("sociedad  anonima") duly incorporated and validly existing and in
good standing under the Laws of the Republic of Argentina.

         3.1(b)(2).  Except as set forth on Schedule 3.8.3,  each of the Holding
Companies and, to the Sellers' knowledge,  Operating Companies has all requisite
corporate  powers  (and,  to the  Sellers'  knowledge,  each  of  the  Operating
Companies  holds a license) to operate the Systems,  as well as to carry out its
activities  as it has done  until  now and to be the  owner of  and/or  to lease
and/or to use and/or to manage its  property in the way it uses and manages same
at present and according to the annexes and schedules of the Applicable Purchase
Agreements.  Each of the  Holding  Companies  and,  to the  Sellers'  knowledge,
Operating  Companies is duly qualified to engage in and transact business and is
in good standing in each  jurisdiction  in which the character of the properties
owned,  leased, used or managed by it or the nature of the business conducted by
it require it to be so qualified.  The representations in this Section 3.1(b)(2)
do not include approval by COMFER of the Sellers' indirect acquisition of shares
of the Operating Companies, which approval has not yet been obtained.

         3.1(b)(3).  The Sellers have previously  delivered or made available in
Argentina to Buyer  complete and accurate  copies of each of the  Companies' (a)
Corporate  Bylaws as amended from time to time, (b) all the minutes of its board
meetings or shareholders'  meetings furnished to the Sellers in conjunction with
the Applicable  Purchase Agreements and since the ownership of the Shares by the


                                       10

<PAGE>

Sellers, and (c) its stock registers,  validly reflecting any and all issuances,
reissuances,  cancellations  and  transfers  of each of the  Companies'  capital
stock.

         3.1(b)(4).  None of the Companies owns any equity interest or any other
obligation or equity security of any other Person.

     3.2 NO VIOLATION; CONSENTS:

         3.2.1 The  execution  and  delivery  of this  Agreement  by each of the
Sellers and of any  Additional  Agreement to be executed and delivered by any of
them, as well as the performance of their respective  obligations  hereunder and
thereunder and the  consummation  of the  transactions  contemplated  herein and
therein will not violate any provision of Law and, with or without the giving of
notice or the passage of time, will not conflict with or result in any breach of
any of the terms and conditions of, nor will  constitute a default  pursuant to,
the  Companies'  Governing  Documents  or of any  Contract of any of the Holding
Companies or, to the Sellers' knowledge, any of the Operating Companies.

         3.2.2 Schedule 3.2 lists all Persons  (including,  without  limitation,
Governmental Authorities,  shareholders and creditors,  parties to any necessary
License and parties to any other  Contract)  whose approval or consent,  or with
whom  the  filing  of any  certificate,  notice,  application,  report  or other
document is legally or  contractually  required or necessary in connection  with
the  execution,  delivery  or  performance  of  this  Agreement  or  any  of the
Additional Agreements, by Sellers (the "Required Consents").

     3.3 CAPITAL STOCK.

         3.3.1 The authorized capital stock and the capital stock that is issued
and outstanding of each of the Companies is set forth on Schedule 3.3.1.  Except
as set  forth  on  Schedule  3.3.1,  all of such  outstanding  shares  are  duly
authorized,  validly  issued,  fully  paid-in and are  subject to no Lien.  With
respect to such shares, there are no obligations to make further  contributions.
Each  Company's  outstanding  capital stock is owned as indicated in Schedule I,
which sets forth the name of each beneficial  owner of such stock and the number
of shares owned by each of them.  Except as set forth on Schedule 3.3.1, none of
the  Sellers  has  created  or is  contractually  bound  to  create  any Lien or
Restriction on the capital stock or any other securities of the Companies.

         3.3.2 Except for the right of first  refusal and related  rights in the
put/call relating to 20% of the shares of Cable Total,  there are no outstanding
options,  warrants,  calls or other securities or rights of any kind to acquire,
currently or upon the passage of time or the payment of money or the  occurrence
of any other event,  stock or other  securities of any of the Holding  Companies
and, to the Sellers' knowledge,  the Operating Companies,  nor any contingent or
other kind of commitment to issue any of the foregoing.

     3.4  BROKERS,  AGENTS,  FINDERS,  ETC.  Neither  the Sellers nor their they
agreed to pay any fee,  commission  or similar  payment to any person under this


                                       11

<PAGE>

Agreement or under any  Additional  Agreement or in respect of the  transactions
contemplated herein or therein.

     3.5 FINANCIAL STATEMENTS.

         3.5.1 The Sellers have  delivered to the Buyer the following  financial
statements (the "Financial Statements"):

               (i)  The  financial   statements  delivered  to  the  Sellers  in
          conjunction with their acquisition of the Companies;

               (ii) a balance  sheet of the  Companies  at May 31,  1997,  and a
          statement of  operations  of such  companies  for the five months then
          ended;

               (iii) monthly operating results for April and May, 1997, for each
          of the Operating  Companies,  setting forth month-end  subscribers and
          revenue, expense and EBITDA for such Companies for such months; and

               (iv)  closing  certificates  furnished to Sellers  setting  forth
          certain  estimated   information  regarding  numbers  of  subscribers,
          liabilities and working  capital of each of the Companies  received by
          the Sellers in connection with Sellers'  acquisitions of the Companies
          pursuant to the Applicable Purchase Agreements.

         3.5.2 The financial statements referred to in Clauses (ii) and (iii) of
Section 3.5.1 are accurate in all material respects,  subject to normal year-end
adjustments  and subject also to debt of such  Companies to the Persons who sold
such Companies to the Sellers incurred under the Applicable Purchase Agreements.
The documents  referred to in Clauses (i) and (iv) of Section 3.5.1 are complete
and accurate  copies of the documents  furnished to Sellers.  Since May 31, 1997
there has been no material adverse change in the financial  condition or results
of operations of the Operating  Companies  taken as a whole.  Since September 9,
1997 (i) the Companies have conducted their respective businesses diligently, in
good faith and in the ordinary  course,  consistent  with past  practices and in
compliance  with all applicable  Laws, and have not engaged in any  transaction,
including, without limitation, entering into or amending any Contract, incurring
any liability or obligation  (absolute or contingent),  or making any advance or
expenditure,  other  than in the  ordinary  course  of  business,  nor have they
changed  their  business  policies or  practices in any  material  respect.  The
Companies have not acquired any customers of a System by promotional  incentives
or  discounts  exceeding  those  customarily  given  in the  cable  industry  in
Argentina;  and (ii) the Companies have not paid any dividends,  nor retired any
amounts on account of future  dividends,  redeemd or  repurchased  any shares of
their stock, or reduced their capital,  except as permitted under Section 5.7 of
the Existing Stock Purchase Agreement.

         3.5.3 The books and  records of each of the Holding  Companies  and, to
the Sellers' knowledge,  Operating Companies are reasonably complete and reflect
the transactions and dispositions of the Assets of each of them adequately.

                                       12

<PAGE>

     3.6 TAXES.  Each of the  Holding  Companies  has duly and  timely  filed in
proper,  legal and accurate  form,  all reports and tax returns and has paid all
taxes in accordance  with  applicable  Law. Each  Operating  Company,  since its
Majority Ownership Date, has duly and timely filed in proper, legal and accurate
form all  reports  and tax  returns  and has paid all taxes in  accordance  with
applicable Law that first became due during such period.

     3.7  LAWSUITS.  Except as set forth in the  annexes  and  schedules  to the
Applicable Purchase  Agreements,  there are no actions,  proceedings,  claims or
investigations  pending or threatened by or before any Governmental Authority to
which a Holding Company or, to the Sellers' knowledge, an Operating Company is a
party in which an adverse  determination  could reasonably be expected to have a
Material  Adverse  Effect  on the  Companies  taken as a whole  or the  material
Licenses,  Contracts,  Assets or rights of the  Companies  taken as a whole,  or
which might question the validity of this  Agreement or of any other  Additional
Agreement, or which seeks to restrain or enjoin the consummation of transactions
contemplated herein or therein.

     3.8 LICENSES.

         3.8.1 To the Sellers'  knowledge,  each of the Operating  Companies has
all material Licenses necessary to construct,  own and operate  commercially the
Systems  of the  Companies  in the  geographical  areas in  which  it  currently
conducts  business,  in each case in full  compliance  with all applicable  Laws
except where such noncompliance would not have a Material Adverse Effect on such
Operating Company. To the Sellers' knowledge,  each of the Operating  Companies'
Licenses is a valid and subsisting  instrument  under  applicable Laws and is in
full force and effect.  To the Sellers'  knowledge,  each License used, held for
use in or necessary for the operation of the Systems of the Operating  Companies
is held by and in the name of each  such  company.  To the  Sellers'  knowledge,
there is no pending application before any Governmental Authority which involves
an Operating Company License. To the Sellers'  knowledge,  none of the Operating
Companies'  Licenses  may be  revoked  during  the  period of issue  unless  the
applicable Operating Company breaches the terms or conditions of such license.

         3.8.2 To the Sellers' knowledge (i) no Operating Company has materially
breached or is in default under any of the Operating  Companies' Licenses except
where such breach or default  would not have a Material  Adverse  Effect on such
company,  (ii)  the  Systems  of the  Companies,  to the  extent  that  same are
constructed,  have been  constructed in compliance with all applicable  Licenses
and Laws and (iii) no  Operating  Company has  received  any notice of breach or
default under any of its Licenses from any Governmental Authority.

         3.8.3 To the Sellers'  knowledge,  Schedule  3.8.3 sets forth a list of
all pending COMFER authorizations and claims.

     3.9 ASSETS.

         3.9.1 TITLE;  LIENS. To the Sellers'  knowledge,  each of the Operating
Companies  has good and  marketable  title or valid rights to all of its Assets,
free and clear of any Lien,  except (i) Liens for property taxes not delinquent,
(ii)  Liens  that do not  materially  detract  from the  value of the  Assets or


                                       13

<PAGE>

materially  interfere with the present use of the Assets, (iii) the Liens listed
in the  schedules and annexes to the  Applicable  Purchase  Agreements  and (iv)
Liens referred to in Section 6.1(h).

         3.9.2  REAL  PROPERTY.  Other  than as  reflected  in the  annexes  and
schedules to the Applicable Purchase  Agreements,  neither the Holding Companies
nor, to the Sellers' knowledge, the Operating Companies own any Real Property.

         3.9.3  INTELLECTUAL  PROPERTY,   COPYRIGHTS,  PATENTS  AND  TRADEMARKS.
Neither the Holding  Companies  nor, to the Sellers'  knowledge,  the  Operating
Companies are in violation of any intellectual property right, copyright, patent
or trademark of any Person.

         3.9.4 OPTIONS.  Schedule 3.9.4 sets forth a list of all Options held by
Sellers as of the date  hereof and the  exercise  price per  subscriber  of each
Option.  Buyer acknowledges that exercise of the Options is, by the terms of the
Options,  subject to negotiation and completion of definitive  documents and may
be subject to negotiation  of other terms and other  customary  conditions,  and
some of the Options may expire before Closing.

     3.10 THE SYSTEMS.

         3.10.1  To the  Sellers'  knowledge,  all of the  Equipment  is in good
working order and repair,  complies in all material respects with all applicable
Licenses  and  Laws  and  with  all  rules,  regulations  and  standards  of all
Governmental  Authorities  regarding  its  intended  use.  None  of the  Holding
Companies directly owns any material cable television Equipment.

         3.10.2 To the Sellers'  knowledge,  each of the Operating  Companies is
duly  authorized  under  applicable  Laws to distribute to  Subscribers  all the
signals  carried or  proposed  to be carried  and has all  Licenses  required to
operate all earth stations and microwave and other transmission  facilities used
or  proposed  to be used in the  Systems of the  Companies  in  compliance  with
applicable Laws.

         3.11  EMPLOYMENT  MATTERS.  Each of the Holding  Companies  and, to the
Seller's  knowledge,  the  Operating  Companies  (except  as  covered by Section
9.2(a)(iii))  has fully complied with all applicable  labor and social  security
Laws.

         3.12  INSURANCE.  To the  Sellers'  knowledge,  all  of  the  insurance
policies of the Operating  Companies are  outstanding,  valid and enforceable in
accordance with their respective terms, having been hired with financially sound
and reputable insurance companies.

     3.13 CONTRACTS AND COMMITMENTS.

         3.13.1 All of the  Contracts/Commitments  of the Holding Companies and,
to the Sellers' knowledge,  the Operating  Companies  (collectively the "Company
Contracts") are in good standing, valid and effective,  with no material breach,


                                       14

<PAGE>

violation,  default, notice or claim of breach by any party thereto except where
such breach, violation or default would not have a Material Adverse Effect.

         3.13.2 Sellers have made  available to Buyer in Argentina  complete and
accurate copies of all of the Company  Contracts,  and any and all amendments or
modifications thereto.

     3.14  COMPLIANCE.  Each  of the  Holding  Companies  and,  to the  Sellers'
knowledge,  the Operating  Companies has complied in all material  respects with
all Licenses,  Contracts, and Laws applicable to the conduct of its business and
ownership,  possession,  maintenance  and operation of its properties and Assets
except where such noncompliance would not cause a Material Adverse Effect on the
Companies taken as a whole.

     3.15 NO MISSTATEMENTS OR OMISSIONS.  No  representation or warranty in this
Article Three contains any untrue statement of a material fact or omits to state
a  material  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

     3.16  ENVIRONMENTAL  MATTERS.  To  the  Sellers'  knowledge,  none  of  the
Operating  Companies has received a notice from any Governmental  Authority that
it, or any property it owns or uses,  is in  violation of any Law or  regulation
relating to protecting the environment.

     3.17 LABOR  MATTERS.  Except as set forth on Schedule  3.17, no employee of
any of the  Companies  is  represented  by any  labor  union,  and no  union  is
attempting to organize or otherwise become the bargaining representative for any
employees of any of the Companies.

     3.18 VENDOR DEBT. Schedule 3.18 shows (a) the amounts as of the date hereof
of all outstanding  debt incurred as deferred payment of the purchase price paid
by Sellers  for the  Companies  and (b) the amount as of the date  hereof of all
funds held in escrow pursuant to the Applicable Purchase Agreements.

     3.19 ASSETS AND  CONTROLLED  AFFILIATES IN THE UNITED  STATES.  None of the
Companies is incorporated  in the United States,  or organized under the laws of
the United States, or has its principal  offices within the United States.  None
of the  Companies,  nor any entity that they  control,  nor all such  controlled
entities in the  aggregate,  hold assets  located in the United States having an
aggregate book value of $15,000,000 or more, and none of the Companies  directly
or  indirectly  controls  any  corporation  that is  incorporated  in the United
States,  is organized  under the laws of he United States,  or has its principal
offices  within  the  United  States.  As used in this  Section  3.19,  the term
"control" means (a) holding 50% or more of the outstanding  voting securities of
an  issuer;  (b) in the  case  of an  entity  that  has  no  outstanding  voting
securities,  having the right to 50% or more of the entity's profits,  or having
the right in the event of dissolution to 50% or more of the entity's assets;  or
(c) having the  contractual  power  presently  to  designate  50% or more of the
directors  of a  corporation,  or in the  case of  unincorporated  entities,  of
individuals exercising similar functions.


                                       15

<PAGE>

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     4.1 BUYER.  Buyer is a corporation duly organized,  validly existing and in
good standing  under the Laws of the Republic of  Argentina,  with all requisite
corporate  power and  authority  to  conduct  its  business  and  operations  as
presently  conducted and to execute,  deliver and perform this Agreement and the
other instruments and documents  required hereby to be executed and delivered by
Buyer,  and has, or as of the Closing Date will have,  taken all action required
to duly authorize such execution,  delivery and performance.  This Agreement is,
and the other  instruments  and  documents to be executed and delivered by Buyer
hereunder or prior to the Closing will be, legal, valid and binding  obligations
of  Buyer,   enforceable  in  accordance  with  their  respective  terms.  Buyer
represents that it is familiar with any and all applicable broadcasting Laws, in
particular with the provisions of Law 22,285,  as amended,  and with any and all
obligations  to be  undertaken  by it  under  same,  and  especially  that  this
Agreement  must be submitted to the approval  specified in Article 46 clause (f)
of the Broadcasting Law.

     4.2 NO VIOLATION; BUYER'S CONSENTS.

         4.2.1 The execution and delivery of this  Agreement by Buyer and of any
Additional  Agreement  to be  executed  and  delivered  by it,  as  well  as the
performance of its obligations  hereunder and thereunder and the consummation of
the transactions  contemplated herein and therein will not violate any provision
of Law and,  with or without the giving of notice or the  passage of time,  will
not conflict with or result in any breach of any of the terms and conditions of,
nor will constitute  default pursuant to, Buyer's Governing  Documents or of any
Contract of Buyer.

         4.2.2 Except for COMFER if applicable, there are no Persons (including,
without  limitation,  Governmental  Authorities,   shareholders  and  creditors,
parties  to any  necessary  License  and  parties to any other  Contract)  whose
approval  or  consent,  or with  whom the  filing  of any  certificate,  notice,
application,  report or other document is legally or  contractually  required or
necessary in connection  with the  execution,  delivery or  performance  of this
Agreement or any of the Additional Agreements by Buyer.

     4.3 BROKERS,  AGENTS,  FINDERS,  ETC. Neither the Buyer nor its agents have
retained or hired any broker,  agent or finder,  nor have they agreed to pay any
fee,  commission or similar  payment to any person under this Agreement or under
any Additional  Agreement or in respect of the transactions  contemplated herein
or therein.


                                    ARTICLE 5
                             POST-CLOSING COVENANTS

     Except as  otherwise  approved by the other  Party in writing,  the Parties
agree as follows:

     5.1 UFC  AFFILIATION  AGREEMENT.  Buyer shall use its best efforts to enter
into,  within six months after the date hereof,  an  affiliation  agreement with
respect  to the  carriage  of Casa  Club  and The  Family  Channel  through  the
Companies' Systems, on such terms and conditions as are customary for agreements
with respect to such matters.

                                       16

<PAGE>

                                    ARTICLE 6
                        CONDITIONS OF BUYER'S OBLIGATIONS

     6.1 CLOSING. Buyer's obligation to pay the Purchase Price is subject to the
satisfaction or written waiver of the following conditions:

         (a)  STOCK  TRANSFER.  That the  Sellers  deliver  to Buyer  all of the
certificates  representing  the Shares and do all acts  necessary to perfect the
transfer  of the  Shares in the name of Buyer  and/or  any  company  that  Buyer
indicates  in the  Stock  Registry  book  of the  Companies,  free of  Liens  or
undisclosed Restrictions,  subject to the approval of the authorization provided
for in Art. 46(f) of the Broadcasting Law, if applicable.

         (b) RECEIPT OF CONSENTS.  All of the Required  Consents  will have been
obtained or given,  with the exception of such Consent  required  under art. 46,
part (f) of Law 22.285,  if  applicable,  and except where the failure to obtain
(or,  in the case of  filings,  make) such  Required  Consents  would not have a
Material Adverse Effect on the Companies taken as a whole.

         (c) CORPORATE ACTIONS. All corporate or other actions necessary for (i)
the execution,  delivery and performance of this Agreement and of the Additional
Agreements by the Sellers, (ii) the completion of the transactions  contemplated
herein and therein,  and (iii) implementing the annotations that are required in
the corporate  record books in order to effectuate the transfer of the Shares to
the Buyer, free of all Liens and undisclosed  Restrictions,  will have been duly
and validly taken and will be in full force and effect.

         (d)  PERFORMANCE.  The  Sellers  will have  performed  in all  material
respects all obligations  under this Agreement and the Additional  Agreements to
be performed by them at or prior to the Closing.

         (e) TRUE  AND  COMPLETE  REPRESENTATIONS  AND  WARRANTIES.  Each of the
representations and warranties made to Buyer in or pursuant to this Agreement or
any  Additional  Agreement  will be true and complete in all material  respects,
both when made and as of  Closing,  with the same effect as if made at and as of
the time of Closing.

         (f) NO  GOVERNMENTAL  PROCEEDINGS.  No provision of any applicable Laws
will  apply,  with the  exception  of those  stemming  from  the Law  22,285  on
Broadcasting,  and no  Judgment  will exist so as to prevent  completion  of the
transactions  contemplated  in this  Agreement or in any  Additional  Agreement,
questioning the legality or validity of such transactions or otherwise  alleging
damage as the result of such transactions,  or where damages resulting from such
transactions might be claimed, nor any pending or threatened proceeding in which
any  Person  seeks  or may take any such  action.  None of the  Parties  to this
Agreement  will have been  notified of the present  intention of any  Government
Authority  or of  the  legal  representative  thereof  to  bring  an  action  or
proceeding  challenging  or  enjoining  completion  of  any  other  transactions
contemplated herein or in any Additional Agreement.


                                       17

<PAGE>

         (g) DOCUMENTS. The Sellers will have signed and delivered, or caused to
be delivered,  the following duly and fully executed instruments,  certificates,
opinions  and  other  documents  in form  and  substance  satisfactory,  in each
instance, to Buyer:

               (1) The certificate contemplated by Section 2.4(a).

               (2)  Assignments  with  respect  to any  Options  that are  being
          directly transferred.

         (h) RELEASE OF LIENS.  Buyer shall have received  written  notification
from  Toronto  Dominion  (Texas),   Inc.,  in  form  and  substance   reasonably
satisfactory to Buyer,  that upon receipt of such amount as is specified in such
notification,  Toronto Dominion (Texas), Inc. will promptly release all Liens it
holds on any of the shares or Assets of any of the Companies.


                                    ARTICLE 7
                       CONDITIONS OF SELLERS' OBLIGATIONS

     The  obligation  of the  Sellers  to  complete  Closing  is  subject to the
satisfaction  or written  waiver by the Sellers'  Representative  of each of the
following conditions:

     7.1  PERFORMANCE  BY BUYER.  Buyer  will  have  performed  in all  material
respects  all of its  obligations  hereunder  and under  each of the  Additional
Agreements.

     7.2   TRUTH   OF   REPRESENTATIONS   AND   WARRANTIES.   Each  of   Buyer's
representations  and  warranties  made  pursuant  to  this  Agreement  or to any
Additional Agreement will be true and complete in all material respects and will
have the same  effects  whether  made at or prior to the date of transfer of the
Shares.

     7.3 NO GOVERNMENTAL PROCEEDINGS. As regards Buyer, there will not exist any
provision of  applicable  Laws nor any  Judgment  preventing  completion  of the
transactions contemplated herein or in any Additional Agreement, questioning the
legality or validity of such  transactions  or claiming  damages  resulting from
such transactions,  nor any pending or threatened proceeding in which any Person
seeks or may take any such action.  None of the Parties to this  Agreement  will
have been  notified of the firm and  nonappealable  intention of the  applicable
authority by which the consummation of this Agreement is prohibited.


                                    ARTICLE 8
                                 CONFIDENTIALITY

     8.1 GENERAL.  Any information or document that any Party hereto provides to
the  other  Party or that a Party  develops  in the  course  of  completing  the
transactions contemplated herein, with the exception of information or documents
that are publicly  available other than through a breach by the disclosing Party


                                       18

<PAGE>

of any agreement with the Seller or Buyer,  will be treated as confidential  and
proprietary and will not be disclosed to any third party,  with the exception of
investment banks and other  consultants who agree in writing to comply with this
Section 8.1 or as otherwise  consented to in writing by the Seller or Buyer,  as
applicable.  The  Parties  will  attempt to  identify  any and all  confidential
information specifically as such. The Party infringing confidentiality as agreed
herein will  indemnify  the other Party to the extent of the damages  which were
caused.

     8.2  PUBLIC  ANNOUNCEMENTS.  Neither  Seller nor Buyer will issue any press
release  or make  any  other  public  disclosure  relating  to the  transactions
contemplated  herein  without the prior written  consent in each instance of the
other. Section 8.1 and this Section 8.2, however, will not apply to or limit any
Party's  ability to make such  public  announcements  or  disclosures  as it may
consider necessary or appropriate  pursuant to the reporting  requirements under
U.S.A.  securities Laws or other  applicable Law. Also excepted from Section 8.1
and this  Section 8.2 are the annual and other  periodic  reports and  financial
statements  legally  prepared and released in the ordinary course of business by
the Parties hereto.


                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

     9.1 SURVIVAL. Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, and Articles 8, 9, and
11 hereof will survive Closing and will not cease except when expressly provided
therein.  The provisions of this Agreement,  including all  representations  and
warranties of the Parties hereto and any certificate  delivered pursuant to this
Agreement,  will  survive  Closing and will  terminate on the earlier of 30 days
after completion of the audit of Buyer's financial statements for the year ended
December 31, 1998 or June 30, 1999.  The  obligation to indemnify  will apply to
any of the foregoing  matters for any claim made prior to the  expiration of the
limitation   period  that  was  not   resolved   within  said  period  of  time.
Notwithstanding  the foregoing,  the provisions  under Section 9.3 shall survive
the  Closing and will remain in full force and effect for a period of five years
thereafter.

     9.2 INDEMNIFICATION.

         (a) Each of the Sellers  agrees to indemnify  Buyer with respect to any
loss, claim,  damage,  liability (or actions or procedures in relation to these)
and expenses that Buyer, the entities controlling, controlled by or under common
control with it, officers,  employees,  shareholders and advisors  (henceforward
the "Indemnified Persons") may have suffered in relation to or arising out of:

               (i) the inaccuracy when made of any  representation  and warranty
          made by  Sellers in or  pursuant  to this  Agreement,  but only to the
          extent that the event or circumstance that caused such  representation
          and warranty to be inaccurate first occurred or existed after Seller's
          acquisition  of the Company with respect to which such  representation
          and warranty was inaccurate;

               (ii)  non-performance  on the part of any of the  Sellers  of any
          obligation made in this Agreement or the Additional Agreements; or

                                       19

<PAGE>

               (iii) any  failure by an  Operating  Company to comply with labor
          and social  security  Laws after the Majority  Ownership  Date of such
          Operating Company and before the Closing.

         (b) Immediately after receipt by an Indemnified Person of notice of any
action,  proceeding,  claim, or potential claim (an "Asserted Claim") that could
give rise to a right to  indemnification  under this  Agreement,  the Buyer will
give the Sellers'  Representative written notice of the Asserted Claim. Delay in
giving  this  notice  will  not  affect  the   Indemnified   Party's   right  to
indemnification  to the  extent it is  demonstrated  that the  interests  of the
Sellers have not been prejudiced due to such delay.

         (c) The Sellers'  Representative  may assume and control the defense of
such Asserted  Claim (with  counsel  reasonably  acceptable  to the  Indemnified
Person) if it affirms the obligation of the Sellers to indemnify the Indemnified
Person with respect to such Asserted Claim.  Notwithstanding the foregoing,  the
Indemnified  Person  will have the right to hire its own  counsel and to control
the defense or settlement  in any such action,  at the expense of the Sellers if
(i) the action involves a conflict of interest  between the  Indemnified  Person
and the Sellers,  (ii) the Sellers'  Representative has not assumed such defense
to the reasonable satisfaction of Buyer within a reasonable time after receiving
notice of the Asserted Claim from Buyer or (iii) the Asserted Claim could have a
Material  Adverse Effect on the business of Buyer.  The Sellers'  Representative
agrees to  cooperate  with the  Indemnified  Persons  in order to  enable  their
counsel to participate in the defense and to deliver to the Indemnified  Persons
copies  of  all   pleadings   and  other   information   within   the   Sellers'
Representative's knowledge or possession reasonably requested by the Indemnified
Persons  that is  relevant  to the  defense  of any such  claim or  demand.  The
Sellers'  Representative will maintain  confidentiality with respect to all such
information consistent with the conduct of a defense hereunder.

         (d) Neither the Indemnified Person nor the Sellers'  Representative may
consent to the  rendering of a judgment  with  respect to the Asserted  Claim or
enter into a settlement  with respect to the Asserted  Claim if such judgment or
settlement  does not  unconditionally  release  the  Sellers or the  Indemnified
Person,  as the case may be, from all liability with respect thereto without the
consent of such Party. Such consent cannot be unreasonably withheld.

         (e) Notwithstanding any other provision of this Agreement, (i) Sellers'
indemnification  obligations  will not  apply  until  the  cumulative  amount of
Buyer's  indemnifiable  claims exceed  US$200,000 (ii) in no event will Sellers'
indemnification obligation under this Agreement exceed US$9,259,568 except for a
breach arising from Sellers' inability to transfer the Shares, and (iii) Buyer's
sole remedy for any breach of this Agreement or inaccuracy of any representation
or  warranty  made in or  pursuant to this  Agreement  shall be  indemnification
pursuant to this Article Nine.

         (f) The  provisions of  paragraphs  (a) through (e) of this Section 9.2
also shall apply to the Buyer as an  indemnifying  party and the Sellers,  their
Affiliates, and their respective officers, employees,  shareholders and advisers
as  Indemnified  Persons,  with  references  therein  to  Buyer  being  read  as
references  to the Sellers  and all  references  to the Sellers or the  Sellers'


                                       20

<PAGE>

Representative  being  read as  references  to the Buyer.  Such  indemnification
obligations of the Buyer also shall apply to any loss, claim, damage,  liability
and expenses suffered by any of the Sellers with respect to Sellers'  guarantees
of  indebtedness  incurred in connection  with the Sellers'  acquisition  of the
Companies, and the limitation on damages set forth in clause (ii) of Section 9.2
(e) shall not apply to such  indemnification  obligation  or to any  failure  by
Buyer to pay the Purchase Price on thte date hereof as required hereunder.

     9.3 INDEMNIFICATION AGAINST CLOSING DATE LIABILITIES.

         (a) The Sellers  jointly and  severally  agree to  indemnify  the Buyer
against,  and reimburse the Buyer for, any amount by which the total payments by
the Companies after the Closing Date of obligations which existed at the Closing
Date or  relate  to  periods  prior  to the  Closing  Date  (net of any  amounts
collected  out of escrow  accounts  referred  to in the  definition  of  Closing
Liabilities),  whether  or not the  payments  are of  liabilities  known  to the
Sellers or the  Companies on the Closing  Date,  exceed the Closing  Liabilities
included in the  calculation  of the Purchase  Price made as provided in Section
2.4.  The amount of  indemnification  will be  adjusted to reflect the extent to
which the Buyer  acquires  less than 100% of the shares of an entity  that makes
payments  for which the Buyer is entitled to  indemnification  or  reimbursement
under this Section 9.3(a). Any payments to the Buyer under this Section will (i)
be made promptly after demand by the Buyer  accompanied by  documentation of the
amounts  paid by the  Companies  which  shows the  payment to be due and (ii) be
treated as adjustments of the Purchase Price.

         (b)  If  any of  the  Companies  receives  a  claim  with  regard  to a
liability, or claimed liability, which existed at the Closing Date or relates to
a period  prior to the Closing  Date and was not included (or exceeds the amount
which was included) in the Closing  Liabilities  included in the  calculation of
the Purchase Price,  the Buyer will promptly notify the Sellers'  Representative
of the claim and the fact that the Buyer  intends to treat any amount  paid with
regard  to the  claim as a  payment  to which  Section  9.3(a)  applies.  If the
Sellers'  Representative informs the Buyer that the Sellers acknowledge that any
payment  with  regard to the claim  will be a payment  to which  Section  9.3(a)
applies and that the Sellers either (i) wish to contest the claim,  (ii) want to
seek  reimbursement  out of an escrow  account  referred to in the definition of
Closing  Liabilities  with  regard to any amount due as a result of the claim or
(iii) want to seek indemnification or other recovery related to such claim under
an Applicable Purchase Agreement or related agreement, the Sellers may, at their
expense,  contest the claim or seek  reimbursement  out of the escrow account or
other  recovery.  The Buyer  will  cooperate,  and will cause the  Companies  to
cooperate,  in all reasonable  respects in the Sellers'  efforts to do that, and
the Sellers will  reimburse the Buyer for all  out-of-pocket  costs it or any of
the  Companies   incurs  in  doing  so.  To  the  extent  the  Sellers   recover
reimbursement out of an escrow account for a sum due as a result of a claim, the
Sellers will pay the amount of the  reimbursement to the Buyer or the applicable
Company,  and the amount paid to the Buyer or a Company  will be included in the
calculation of any amount due under Section  9.3(a).  Sellers will be subrogated
to all rights of any  Company to the extent that  Sellers  pay any amount  under
this Section 9.3.


                                       21

<PAGE>

                                   ARTICLE 10
                             [INTENTIONALLY OMITTED]



                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1 NOTICES.  All notices  hereunder shall be made (i) by delivery of same
in person to the  intended  addressee,  (ii) by sending  such  notice by Federal
Express or another reputable private international courier service (a "Qualified
Courier")  for overnight  (or its nearest  equivalent)  delivery to the intended
addressee  or (iii) by  facsimile  transmission  to such Party at the  facsimile
number set forth for such Party below  provided that a copy of same is deposited
with a Qualified Courier for overnight  delivery to the intended  addressee,  in
each case for  delivery to the address of the  intended  addressee  as set forth
below (or as such other address or fax number as may be designated by such Party
as herein provided) to the officers mentioned hereinafter:

If to Sellers to Sellers' Representative:      If to the Buyer:

UIH Latin America, Inc.                        Multicanal S.A.
4643 South Ulster, Suite 1300                  Hipolito Yrigoyen 1628
Denver, Colorado 80237                         2nd Piso
Tel: (303) 770-4001                            1344 Buenos Aires
Fax: (303) 770-4207                            Buenos Aires, Argentina
                                               Tel: 011-54-1-375-3629
                                               Fax: 011-54-1-375-2580

Copies to:                                     Copies to:

UIH Argentina, Inc.                            Saenz Valiente & Padilla
Cerrito 740, piso 14                           Hipolito Yrigoyen 1628
1309 Buenos Aires                              2nd Piso
Attn.:   Bradley Johnson and/or                1344 Buenos Aires
         Roberto H. Crouzel                    Attn: Juan Maria de la Vega
Tel: (541) 372-5100                            Tel: 011-54-1-375-3629
Fax: (541) 372-1990                            Fax: 011-54-1-375-2580

United International Holdings, Inc.            Hope, Duggan & Silva
4643 South Ulster, Suite 1300                  Leandro N. Alem 11110 Piso 3
Denver, Colorado 80237                         (1001) Buenos Aires
Attn.:  General Counsel                        Tel: 011-54-1-315-1314
Tel: (303) 770-4001                            Fax: 011-54-1-315-0606/4949
Fax: (303) 770-4207



                                       22

<PAGE>

W. Dean Salter, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
Tel: (303) 861-7000
Fax: (303) 866-0200



     All notices,  summons and requests  will be  effective  upon such  personal
delivery or upon  confirmation  of delivery by facsimile  transmission  provided
that delivery to the Qualified  Courier is effected  within three  business days
thereafter.  In all other cases, notices, summons and requests will be effective
three  business  days after having been  deposited  with  Qualified  Courier for
overnight (or its nearest  equivalent)  delivery.  Rejection or other refusal to
receive,  or the  inability to deliver,  because of changed  address of which no
notice was given as herein  required will be deemed to be receipt of the notice,
summons or request sent.

     11.2 FURTHER  ASSURANCES.  The Parties will make,  execute and deliver such
other instruments of transfer as may be necessary or proper to transfer to Buyer
all  right,  title and  interest  in the  Shares  and the  Options,  free of any
Restriction or Lien.

     11.3 HEADINGS.  The Article and Section  headings in this Agreement are for
convenience only and will not be used for  interpretation  hereof nor considered
part of this Agreement.

     11.4  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts  or counterpart  signature  pages,  each of which will be deemed an
original but all of which, together, will constitute one and only instrument.

     11.5 AMENDMENTS.  No provision of this Agreement will be altered,  amended,
revoked or waived except by an instrument in writing designated as an amendment,
revocation  or waiver and signed by the person  against  whom it is sought to be
enforced.

     11.6  ASSIGNMENT.  This  Agreement and all  Additional  Agreements  will be
binding upon and inure to the benefit of the Parties.  Except for assignments to
Affiliates, neither Party will assign any of its rights under this Agreement nor
delegate its duties  hereunder  unless it obtains prior  written  consent of the
other Party. For any assignment under the preceding sentence, the assignee, as a
condition to the  effectiveness of such assignment,  must assume all obligations
hereunder, with respect to the Company assigned, as co-obligor with Buyer.

     11.7 ENTIRE AGREEMENT;  THIRD PARTY  BENEFICIARIES.  This Agreement and the
Additional Agreements embody the entire agreement between the Parties concerning
the subject  matter  hereof and thereof.  Such  Agreements  replace and take the
place  of any  other  prior  or  contemporaneous  negotiations,  agreements  and
understandings. The Indemnified Persons are third-party beneficiaries of Article
9.2 hereof. Otherwise, there are no third party beneficiaries.


                                       23

<PAGE>

     11.8 NO  WAIVER.  Failure or delay of any Party at any time or from time to
time to exercise any right under or enforce any provision of this Agreement will
not be construed as implying a waiver of such provision or of that Party's right
to exercise  or enforce it  subsequently.  No single or partial  exercise of any
right  hereunder by any Party will  preclude the further or full exercise of the
right by such  Party.  No waiver of any  default on any one  occasion by a Party
will constitute a waiver of any subsequent or other default by such Party.

     11.9  SEVERABILITY.  If any provision of this Agreement or the applications
thereof to any Person or  circumstance  were  invalid  or  unenforceable  to any
extent,  the remainder of this Agreement,  and the application of such provision
to other  Persons or  circumstances,  will not be  affected  thereby and will be
enforced to the greatest  extent  permitted by applicable Law. In such case, the
Parties will amend this  Agreement  to effect,  to the fullest  extent  possible
under  applicable  Laws, the original intent of the Parties with respect to such
invalid or unenforceable provision.

     11.10  GOVERNING  LAW. This  Agreement,  the rights and  obligations of the
Parties hereto,  and any claims or disputes relating thereto will be governed by
and construed in accordance with the Laws of Colorado.

     11.11 DISPUTE RESOLUTION. Any dispute,  controversy or claim arising out of
or relating to this  Agreement or any  Additional  Agreement will be resolved by
the state courts of COLORADO or the federal  courts  located within the STATE OF
COLORADO.  The Parties  consent to personal  jurisdiction  of such courts in any
such disputes.  Buyer consents to service of process  through notice given under
Section 11.1 of this  Agreement in  connection  with any such dispute and waives
any other requirements for service of process.

     11.12 EXPENSES. Each Party will pay its own expenses incurred in connection
with the  preparation,  negotiation  and  execution  of this  Agreement  and any
Additional Agreements.

     11.13  SELLERS.   Each  of  the  Sellers   hereby   appoints  the  Sellers'
Representative  as his or her  agent to make  decisions  and take any  action on
behalf of such Seller in connection with this Agreement.

     11.14 NONCOMPETITION.

         (a) During the period  commencing at the Closing and ending on the date
which is 10 (ten) years after the Closing  Date,  none of the  Sellers,  nor any
Affiliate thereof will, directly or indirectly, own, manage, operate, control or
engage or participate in the ownership,  management, operation or control of, or
be connected as a stockholder,  director,  officer, agent, partner,  consultant,
joint venturer or otherwise with, any business or organization  which engages in
the business of owning, providing,  distributing or operating in the Republic of
Argentina (i) any cable television system or service,  satellite master antennae
or MMDS or UHF system or  service,  any  direct  broadcast  satellite  system or
service or any telephone  internet  access,  data  service,  or (ii) without the
prior  written  consent  of Buyer,  any  service  or  product  related  to cable
television  (other  than  provision  of  programming),  telephony  or any  other
communication  business.  Sellers  and their  Affiliates  shall not be deemed in
violation of this paragraph (a) if through ownership of up to 5% of the stock of
a publicly-traded company that engages in the activities described above.

         (b)  Each  of the  Sellers  shall  keep  confidential  all  proprietary
information  which they have  obtained or receive in the future with  respect to
the Companies and their  Affiliates and the cable  television  systems and other
business owned and operated by them, except to the extent required by applicable


                                       24

<PAGE>

Law or during the course of or in connection with any litigation, arbitration or
other  proceeding  based upon or in connection  with the subject  matter of this
Agreement and except as Sellers may consider  appropriate pursuant to disclosure
obligations under U.S.  securities Laws. In the event that any of the Sellers is
requested pursuant to or required by applicable Law, regulation or legal process
to disclose any of the foregoing confidential proprietary information, he or she
will notify Buyer  promptly so that Buyer may seek a  protective  order or other
appropriate  remedy or, in such Person's sole discretion,  waive compliance with
the terms of this Section, the relevant Seller will furnish only that portion of
the foregoing confidential proprietary information which he or she is advised in
writing  by his or her  counsel  is  legally  required  and  will  exercise  all
commercially  reasonable  efforts to obtain reliable assurance that confidential
treatment will be accorded to such  confidential  proprietary  information.  For
purposes of this  Section  11.14(b),  proprietary  information  does not include
information that became generally  available to any Seller on a non-confidential
basis from a source other than Buyer,  provided that such source is not bound by
a  confidentially  agreement  with,  or other  contractual,  legal or  fiduciary
obligation of confidentiality to Buyer.

                                *  *  *  *  *

                                       25

<PAGE>


     IN WITNESS  HEREOF,  two copies of the same effect are executed on the date
set forth on page 1.

SELLERS

UIH ARGENTINA, INC.


  /S/ DAVID LEONARD
- ---------------------------------
By:      DAVID LEONARD
   Its:  President


UNITED INTERNATIONAL HOLDINGS
ARGENTINA, S.A.


  /S/ BRADLEY JOHNSON
- ---------------------------------
By:      BRADLEY JOHNSON
   Its:  President


BUYER

MULTICANAL S.A.


  /S/ JUAN MARIA DE LA VEGA
- ---------------------------------
By:      Juan Maria de la Vega
   Its:  Attorney-in-fact


  /S/ ALEJANDRO HARRISON
- ---------------------------------
By:      Alejandro Harrison
   Its:  Attorney-in-fact


                            STOCK PURCHASE AGREEMENT
                             DATED OCTOBER 20, 1997


BETWEEN

Supercanal Holding S.A., an Argentine  corporation,  hereinafter  referred to as
the "Buyer",  and United  International  Holdings Argentina,  S.A., an Argentine
corporation ("UIH"), and UIH Argentina,  Inc., a Colorado corporation  ("UIHA").
UIH and UIHA are  collectively  referred to in this  Agreement as the "Sellers."
The Sellers and the Buyer are jointly referred to as the "Parties."

                                    RECITALS

The Sellers are the owners of the shares of stock of the Argentine companies set
forth on Schedule I, in proportion and quantities  that are detailed on Schedule
I and the Buyer is interested in acquiring such shares pursuant to the terms and
conditions of this Agreement.

In consideration of the terms and covenants  contained herein, the Parties agree
as follows:


                                    ARTICLE 1
                                   DEFINITIONS

As used herein,  the following terms have the following  meanings (terms defined
in singular to have the same meanings when used in plural and vice versa):

ADDITIONAL AGREEMENTS: Any agreement, instrument,  certificate or other document
executed or delivered pursuant to this Agreement including,  without limitation,
any Contract and any other documents  (except  opinions)  delivered to the Buyer
pursuant to Article 6.

AFFILIATE:  Affiliate of a Person will mean,  unless  otherwise  specified,  any
entity  that  directly  or  indirectly,  through  one  or  more  intermediaries,
controls,  is  controlled  by or is under common  control  with the Person.  For
purposes  of this  definition  the term  "control"  means  effective  management
control of the Person including,  without limitation,  control through the power
to elect a sufficient  number of directors or to appoint a sufficient  number of
senior managers to obtain control or similar powers. A Person will be rebuttably
presumed  to  control  another  Person  or  entity if it owns 50% or more of the
equity or the voting power of the applicable entity.

AGREEMENT:  This Stock Purchase Agreement  (including the Exhibits and Schedules
attached hereto).

APPLICABLE PURCHASE AGREEMENTS:  The purchase agreements under which the Sellers
acquired their ownership interests in the Operating Companies.

ASSETS: For any Person,  all of the properties,  Equipment,  Systems,  Licenses,
marks,  commercial  names,  intellectual  property  rights,  and  other  assets,

<PAGE>

privileges,  rights,  interest,  claims and  goodwill of such  Person,  real and
personal,  tangible and  intangible,  owned,  leased or  otherwise  used by such
Person.

BAHIA BLANCA  AGREEMENT:  That certain  Stock  Purchase  Agreement,  dated as of
October 17, 1997,  by and among the Sellers and  Multicanal  S.A.,  an Argentine
corporation,  with  respect  to the  sale of the  shares  of  stock  of  certain
Argentine corporations operating in Bahia Blanca.

BUSINESS  DAY: Any day on which banks in the State of New York,  U.S.A.,  and in
the city of Buenos Aires, Argentina, are not required or authorized to be closed
by law.

CLOSING:  As defined in Section 2.2 of this Agreement.

CLOSING DATE:  The date on which the Closing occurs.

CLOSING LIABILITIES:  All obligations,  net of any amounts in escrow accounts to
provide for any such  obligations,  of each of the Companies at the Closing Date
that are or should be included as liabilities on the consolidated  balance sheet
of  the  Companies  as of  said  date  in  accordance  with  generally  accepted
accounting principles in Argentina.

CLOSING CURRENT ASSETS:  All assets of each of the Companies at the Closing Date
(net of any amounts in escrow accounts  referred to in the definition of Closing
Liabilities)   that  are  or  should  be  included  as  current  assets  on  the
consolidated  balance sheet of the Companies as of said date in accordance  with
generally accepted accounting principles in Argentina.

COMFER:  The Argentine Comite Federal de Radiodifusion.

COMPANIES:  The Holding Companies and the Operating Companies.

CONTRACTS/COMMITMENTS:  For any Person, any contract,  mortgage,  deed of trust,
bond, lease, license, note, franchise,  certificate,  option, warrant, right, or
such other instrument,  document or written agreement,  and any oral obligation,
right or  agreement to which such Person is a party  and/or  beneficiary  and/or
obligee  and/or  subscriber  and/or by which  such  Person  and/or any Assets or
securities of such Person are or may be bound,  including,  without  limitation,
any License.

EQUIPMENT:  Equipment includes, but is not limited to, electronic devices, trunk
and  distribution  cables;  amplifiers;  power  supplies;  conduit;  cables  and
pedestals; grounding and pole hardware, installed subscriber devices (including,
without  limitation,  drop  lines,  converters,  encoders,  transformers  behind
television  sets  and  fittings);   "headend"  (origination,   transmission  and
distribution  system);   hardware;  tools;  inventory;  spare  parts;  maps  and
engineering data;  vehicles;  microwave  equipment;  studios and other broadcast
facilities  and other  equipment for local  programming;  and all other tangible
property and facilities owned,  used or held for use by the Operating  Companies
in the Systems of the Companies.

GOVERNING  DOCUMENTS:  The  bylaws  (estatutos),   articles  or  certificate  of
incorporation  or  association,  or  other  governing  documents  which  may  be
mandatory in any entity.

                                        2

<PAGE>

GOVERNMENTAL AUTHORITY: Any court,  administrative agency or commission,  or any
other governmental organization, or any other governmental or quasi-governmental
agency, instrumentality or official, domestic or foreign.

HOLDING  COMPANIES:  Inversora  Atelco  Comodoro,  S.A.,  and  Inversora  Antena
Comunitaria Trelew S.A.

JUDGMENT: Any judgment,  writ, order, decree or ruling of or by any court, judge
or magistrate, including any bankruptcy court or judge.

LAW: The civil and commercial law and any statute, ordinance, code or other law,
rule, regulation,  order, technical or other standard,  requirement or procedure
adopted and in effect in the Argentine Republic or its political subdivisions.

LICENSES: All concessions, licenses, permits, operating authorizations and other
agreements and approvals from Governmental Authorities, providers of programming
or other entities and all material rights-of-way,  satellite, microwave or other
transmission  agreements,  pole or underground  construction or usage agreements
and all other agreements  necessary to construct,  own and operate a System in a
specified geographical area in compliance with applicable Laws.

LIEN:  Any  security  agreement,  financing  statement  (whether  filed or not),
conditional sale or other title retention agreement,  any lease,  consignment or
bailment given for security purposes, any lien, charge, limitation,  restrictive
agreement, mortgage, pledge, option, encumbrance, adverse interest, constructive
trust or other trust,  claim, legal custody,  exception to or defect in title or
other ownership interest (including, without limitation, reservations, rights of
entry,  possibilities  of  reverter,  encroachments,  easements,  rights of way,
restrictive covenants, leases and Licenses) of any kind.

MATERIAL  ADVERSE  EFFECT:  Material  Adverse  Effect  means any event,  change,
occurrence  or  condition,  singly or  together  with any other  event,  change,
occurrence  or  condition  that  would  have a  material  adverse  effect on the
condition, financial or otherwise, of a Person.

OPERATING COMPANIES:  Atelco, S.A., and Antena Television Comunitaria, S.A.

PERSON:  Any natural  person,  sociedad  anonima,  sociedad  de  responsabilidad
limitada,  corporation,  general or limited partnership,  joint venture,  trust,
association,  entities  of  any  kind  (with  or  without  legal  existence)  or
Governmental Authority or other persons.

PURCHASE PRICE:  The Purchase Price will equal the following:

     (a) The  aggregate  amount  for all of the  Companies  (calculated  without
duplication) of the following amount for each Company:


                                        3

<PAGE>

          (i)(A) the total number of  Subscribers of such Company at the Closing
     Date  multiplied  by  US$1,500,  (B) less the Closing  Liabilities  of such
     Company, (c) plus the Closing Current Assets of such Company;

          (ii)  multiplied  by the total  percentage  ownership  of such Company
     being transferred pursuant to this Agreement.

For example, suppose Company A is a seller and owns 80% of the shares of Company
B and Company B owns 90% of Company C.  Company B has no  Subscribers,  US$25 of
Closing  Liabilities  and  US$5 of  Closing  Current  Assets.  Company  C has 10
Subscribers,  US$100 of Closing Liabilities and US$20 of Closing Current Assets.
In this case, clause (a) of the definition of Purchase Price would be applied as
follows:

     --   The amount for  Company C would be (10 x US$1,500)  minus  US$100 plus
          US$20, all multiplied by 72%, for a total of US$10,742.40.

     --   The amount for Company B would be ($20) multiplied by 80% or ($16).

     --   The total  amount for these two  companies  under  clause (a) would be
          US$10,726.40.

REAL PROPERTY: For any Person, all realty, towers,  fixtures and other interests
in real property,  buildings,  improvements and construction-in-progress  owned,
leased, occupied, used or held for use by such Person.

REQUIRED CONSENTS:  As defined in Section 3.2.2 hereof.

RESTRICTION:  With respect to any stock, any voting or other trust or agreement,
option,  warrant,  escrow,  proxy,  buy-sell or other share transfer  agreement,
power of attorney or other Contract,  arrangement or understanding,  Judgment or
Law that (i) grants to any person the right to purchase or otherwise acquire, or
obligates  any person to sell or otherwise  dispose of, or otherwise  results or
may result  (with or without  the  passage of time,  the payment of money or the
occurrence  of any other  event) in any Person  acquiring  any such  stock,  any
interest in or proceeds or  distributions  of any such stock,  (ii) restricts or
may  restrict  the  transfer  of or the  exercise  of any  voting  rights or the
enjoyment  of any other  benefits  arising  by reason of  ownership  of any such
stock,  proceeds or  distributions,  or (iii)  creates or may create a lien or a
purported lien affecting such stock, proceeds or distributions.

RIGHTS: Collectively,  (A) the right to any dividend of any of the Companies, in
cash or in kind,  declared but not  distributed  as of the Closing Date, (B) all
the rights arising from revocable or irrevocable  capital  contributions made by
Sellers  to  the  Companies  prior  to the  Closing  Date  that  have  not  been
capitalized (or the capitalization of which has not yet been effected),  (C) all
credits that the Sellers may have against the capital of the Companies as of the
Closing Date, (D) all rights to subscribe to the Companies' capital increases as
of the Closing  Date,  and (E) any other  rights to be paid in as of the Closing
Date.

                                        4

<PAGE>

SANTA FE AGREEMENT:  That certain Amended and Restated Stock Purchase Agreement,
dated as of October  20,  1997,  by and among the Buyer,  UIHA,  and CV American
Holdings L.L.C., a Delaware limited liability company,  with respect to the sale
of the shares of stock of certain Argentine  corporations  operating in Santa Fe
and Entre Rios.

SELLERS'  REPRESENTATIVE:  UIH Latin America,  Inc., a Colorado corporation,  or
such other  Person as the Sellers may  designate  in writing in the future.  The
Sellers grant the Sellers'  Representative  sufficient power to interpret and/or
modify this Agreement and to sign any agreement related to the same.

SHARES:  The shares of the Holding  Companies'  capital stock, and the shares of
any Operating  Company's capital stock held directly by any Seller, set forth on
Schedule  I to be  purchased  by the Buyer  from the  Sellers  pursuant  to this
Agreement, which will constitute all of the outstanding capital stock and voting
power of each such Holding Company or Operating Company, as applicable, owned by
the  Sellers.  The  transfer of the Shares  implies  the  transfer of all of the
Rights.

SUBSCRIBER:  Any person that,  at the relevant date for the  calculation  of the
number of  Subscribers,  is connected to the services  furnished by the Company,
and with  respect to whom  condition  (i) below and one of  conditions  (ii) and
(iii) below is met.

          (i) the  services  furnished  by the  Company to that person have been
     invoiced on a monthly  basis at a time  consistent  with the system's  past
     practices;

          (ii) if services had been  furnished  for a period for which more than
     two  invoices  have been issued,  no debt in respect of a monthly  invoice,
     other than the three monthly invoices due prior to such date is outstanding
     (including debt outstanding under a refinancing plan) or have been released
     or otherwise  discharged  without  payment since August 1, 1997,  PROVIDED,
     HOWEVER,  that a person owing any such invoice under a refinancing  plan of
     which at least  THREE  installments  have been paid at that date and who is
     not in arrears with respect to any installment thereof will be considered a
     Subscriber; and

          (iii) if services  had been  furnished  for a period  shorter than the
     period  contemplated  in (ii)  above,  that  person  has paid  either (a) a
     connection charge not lower than 50% of the system's regular monthly charge
     or (b) a monthly invoice in advance.

     If a person has been  connected  to the  services  under a  temporary  sale
promotion,  that person shall be counted as a fraction of subscriber in the same
proportion  as the monthly  charge paid by that person bears to the then regular
monthly charge.  For the purposes hereof  "temporary sale promotion" shall mean,
with respect to any system, any temporary discount, rebate or other reduction in
the system's  monthly charge for the purpose of gaining new  subscribers for the
system, and "regular monthly charge" shall mean, with respect to any system, the
monthly  charge  invoiced to the persons  connected to that system under no such
promotion or other preference,  as shown in the relevant management reports. For
systems that  normally  offer a discount  for  invoices  paid within a specified
time, the discounted amount shall be deemed to be the regular monthly charge.


                                        5

<PAGE>

     If a person  connected to the services  enjoys a  preference  charge,  that
person shall be counted as a fraction of  subscriber  in the same  proportion as
the monthly charge paid by that person bears to the then regular monthly charge.
For the purposes  hereof  "preference  charge"  shall mean,  with respect to any
system owned by the Company,  any charge lower than the regular  monthly  charge
(as defined  above)  provided for by the Company  under any program other than a
temporary sale promotion.

     If a person  connected to the services  pays more than the regular  monthly
service charge, then that person shall be counted as more than one subscriber in
a manner comparable to that used above for persons who pay less than the regular
monthly charge.

SYSTEM:  A  complete   multi-channel   subscription   television  reception  and
distribution system consisting of one or more head-ends, trunk cable, subscriber
drops  and  associated  electronic  equipment  that is or is  capable  of  being
operated as an independent system without interconnections to other systems.

TAX: Any tax or payment of any kind required  pursuant to any Law, to be paid to
any Governmental Authority.

TITLE  DOCUMENTS:  Any deed,  grant of easement,  certificate  of title or other
document  which  confirms or vests  title or  ownership  of any  property or any
interest in Assets in any Person.

US$:  United States Dollars.


                                    ARTICLE 2
                                PURCHASE OF STOCK

     2.1 PURPOSE OF AGREEMENT.

         (a) The Sellers  agree to sell,  assign and transfer to Buyer and Buyer
agrees to purchase,  pursuant to the terms and conditions of this Agreement, the
Shares.

         (b) This Agreement  includes the transfer to Buyer of all of the Rights
on the  Closing  Date.  Sellers  also agree to  transfer  directly  (or  through
transfer of a parent  company)  all rights to receive  funds from or enforce the
provisions of any escrow  existing  pursuant to any of the  Applicable  Purchase
Agreements or related documents.

         (c) This  Agreement  includes the assignment by Sellers to Buyer of all
of Sellers' rights and obligations under the Applicable Purchase Agreements,  to
the extent such rights and obligations are assignable under the respective terms
of such Applicable Purchase Agreements.


                                        6

<PAGE>

     2.2 CLOSING.

         (a) The Closing of the purchase and sale of the Shares (the  "Closing")
will occur on October 20,  1997 at 10:00 a.m.  Buenos  Aires  time.  The Closing
shall  take  place at the  offices  of  Estudio  Beccar  Varela,  Buenos  Aires,
Argentina,  or any  other  place as  agreed in  writing  by Buyer  and  Sellers'
Representative.

         (b) At the Closing the  Sellers  will  deliver to the Buyer any and all
certificates representing the Shares and will take all necessary acts to perfect
the  transfer of the Shares and note in the name of the Buyer and/or the company
that the Buyer will  designate  the transfer in the  Companies'  Stock  Registry
Books, free of Liens and  Restrictions,  with the exception of the authorization
provided for in Article 46 clause (f) of the Broadcasting Law, if applicable.

     2.3 PAYMENT OF PURCHASE PRICE.

         2.3.1  INITIAL  PAYMENT:  The Buyer has paid to the  Sellers the sum of
US$5,000,000.00  as partial payment of the Purchase  Price.  Such amount will be
forfeited  by Buyer if the  Closing  does not occur on October  20, 1997 for any
reason  other than a breach by Seller of a material  obligation  hereunder  or a
failure by Seller to satisfy the conditions precedent set forth in Section 6.1.

         2.3.2  ESCROW  DEPOSIT:  US$2,429,203.00  of the  Purchase  Price  (the
"Escrow  Deposit")  will be paid at the Closing by way of a deposit on behalf of
the Buyer in an escrow  account (the "Escrow  Account")  with Colorado  National
Bank N.A. or such other escrow agent as the Parties  shall agree,  with which an
agreement will be signed  substantially in the form attached hereto as Exhibit A
(the "Escrow  Agreement").  The Escrow Account will be governed by the terms and
conditions of the Escrow Agreement.

         2.3.3 CLOSING PAYMENTS: The remainder of the Purchase Price, determined
pursuant to Section 2.4(a) (the "Closing Payment"),  will be paid to the Sellers
at the Closing.

     2.4 DETERMINATION OF PURCHASE PRICE. For purposes of the Closing Payment to
be made  pursuant to Section  2.3.3,  the Purchase  Price will be  determined as
follows:

         (a) Attached hereto as Exhibit B is a certificate  setting forth a good
faith  estimate,  based on August 31, 1997  numbers,  of (A) the total number of
Subscribers  to the  Companies'  Systems as of the Closing Date, (B) the Closing
Liabilities,  (C) the Closing  Current Assets,  and (D) the Purchase Price.  The
Closing  Payment will be (i) the Purchase Price shown on that  certificate  (the
"Estimated  Purchase  Price") plus interest  thereon from October 17, 1997 until
the  Closing  at the rate of 15% per annum,  payable  weekly  until the  Closing
occurs,  minus (ii) subject to Section 2.3.1,  the partial payment  described in
Section 2.3.1 and minus (iii) the Escrow Deposit.

         (b) Within thirty days after the Closing  Date,  the Buyer will deliver
to the Sellers'  Representative  a statement  (the "Purchase  Price  Statement")
showing  (i) the number of  Subscribers  at the Closing  Date,  (ii) the Closing
Liabilities,  (iii) the Closing  Current Assets and (iv) the resulting  Purchase


                                       7

<PAGE>

Price,  and  specifying  in  reasonable  detail  how  each of  those  items  was
calculated.  In order to expedite  calculation of the Purchase Price, the Seller
will  cooperate  with the Buyer prior to the  Closing in the Buyer's  efforts to
prepare to audit the number of  Subscribers at the Closing Date and to determine
the Closing  Liabilities and Closing  Current Assets.  The Buyer will permit the
Sellers'  Representative  or its designee to participate in the Buyer's audit of
the number of Subscribers at the Closing Date.  Schedule  2.4(b) details certain
valuation  criteria to be used for auditing or  arbitration  purposes.  If Buyer
does not deliver the Purchase Price Statement within this 30-day period, it will
have no right to assert  that the  Purchase  Price is lower  than the  Estimated
Purchase Price.

         (c) The Purchase  Price shown on the Purchase  Price  Statement will be
deemed to be the final Purchase Price unless,  within ten days after it receives
the Purchase Price Statement,  the Sellers' Representative delivers to the Buyer
a notice (a "Dispute Notice") stating that the calculation of the Purchase Price
was not correct and  specifying in  reasonable  detail each item on the Purchase
Price  Statement that the Sellers'  Representative  disputes,  and the amount in
dispute with regard to each of those items.

         (d) If a Dispute  Notice is  delivered  to the Buyer within the ten day
period described in subparagraph (c), the Buyer and the Sellers'  Representative
will attempt to reach an agreement  within five days after the Dispute Notice is
delivered with regard to each item specified in the Dispute Notice. If the Buyer
and the Sellers'  Representative fail to agree within that five day period as to
any items,  KPMG Peat Marwick or another firm of accountants  agreed upon by the
Buyer and the Sellers'  Representative  (the  "Accountants") will be retained to
resolve  the  dispute as to those  items  (with the Buyer and the  Sellers  each
paying half the cost of the  Accountants).  The determination of the Accountants
as to each item will be final and  binding on the  Parties.  The final  Purchase
Price will reflect all  adjustments  to the Purchase Price shown on the Purchase
Price   Statement   that  are  agreed  upon  by  the  Buyer  and  the   Sellers'
Representative or are determined by the Accountants.

         (e) Within three days after the Purchase  Price  Statement is delivered
to the Sellers'  Representative,  the Buyer will pay the Sellers the amount,  if
any, by which the Purchase Price shown on the Purchase Price  Statement  exceeds
the Estimated Purchase Price.

         (f) Within  three days after the  Dispute  Notice is  delivered  to the
Buyer (or the time to deliver a Dispute Notice expires  without a Dispute Notice
being delivered),  the Buyer and the Sellers'  Representative  will instruct the
Escrow  Agent (i) to pay the  Buyer the  amount,  if any,  by which,  if all the
Disputed  Items were resolved in favor of Sellers,  the Purchase  Price would be
less than the Estimated  Purchase  Price, or (ii) to pay the Sellers the amount,
if any, by which if all the Disputed  Items were resolved in favor of the Buyer,
the Purchase  Price would be more than the  Estimated  Purchase  Price minus the
amount of the Escrow  Deposit.  If, even if all the Disputed items were resolved
in favor of the  Sellers,  the Purchase  Price would be less than the  Estimated
Purchase  Price  minus the  amount of the Escrow  Deposit,  at the same time the
instruction is delivered to the Escrow Agent, the Sellers will pay the Buyer the
amount by which the Purchase  Price shown on the Purchase  Price  Statement plus
the total of all the Disputed  Items is less than the Estimated  Purchase  Price
minus the amount of the Escrow Deposit.  If, even if all the Disputed Items were
resolved  in favor of the  Buyer,  the  Purchase  Price  would be more  than the
Estimated  Purchase  Price,  at the same ime the instruction is delivered to the


                                       8

<PAGE>

Escrow  Agent,  the Buyer will pay the Sellers the amount by which the  Purchase
Price shown on the Purchase Price Statement is more than the Estimated  Purchase
Price.

         (g) If a Dispute  Notice is delivered  to the Buyer,  within three days
after any  disputed  item is resolved by agreement of the Buyer and the Sellers'
Representative  in a manner that increases the Purchase Price, the Buyer and the
Sellers will instruct the Escrow Agent to pay the Sellers (or,  after the entire
Escrow Deposit has been paid to the Sellers, the Buyer will pay the Sellers) the
amount by which the Purchase Price is increased.

         (h)  Within  three days after the final  Purchase  Price is  determined
(whether because the Sellers'  Representative  did not deliver a Dispute Notice,
because  of  agreement  between  the  Buyer  and the  Sellers  or  because  of a
determination  of the  Accountants),  the Buyer and the Sellers'  Representative
will  instruct  the Escrow  Agent to pay to the  Sellers any amount by which the
final  Purchase  Price exceeds the payments  previously  made with regard to the
Purchase Price (including any payment being made under  subparagraph (e), (f) or
(g)), and to pay the balance of the Escrow  Deposit to the Buyer.  If the amount
by which the final Purchase Price is greater than the payments  previously  made
with regard to the  Purchase  Price  exceeds  the balance of the Escrow  Deposit
being  held by the Escrow  Agent,  within  three  days after the final  Purchase
Deposit is  determined,  the Buyer will pay the  Sellers an amount  equal to the
excess.

         (i) When the Purchase Price is finally determined, the income earned on
the Escrow  Deposit will be paid to the Sellers and the Buyer in  proportion  to
the portions of the Escrow Deposit paid to each of them.

         (j) If the amount of the Escrow  Deposit being held by the Escrow Agent
on December 1, 1997 exceeds  US$971,681,  on December 1, 1997,  the Escrow Agent
will pay the excess above US$971,681 to the Sellers. If, when the final Purchase
Price is  determined,  the amount the Sellers have  received  with regard to the
Purchase  Price,  including  the sum  distributed  under  this  subparagraph  on
December 1, 1997, exceeds the final Purchase Price,  within three days after the
final  Purchase  Price is  determined,  the Sellers will pay the Buyer an amount
equal to the excess.

     2.5  EFFECTIVENESS  OF PAYMENT.  Each Seller  acknowledges  that payment in
accordance with Section 2.6 will constitute payment to such Seller.

     2.6 FORM OF PAYMENT.  All  payments to be made  pursuant to this  Agreement
shall be made to the Sellers'  Representative  by wire  transfer of  immediately
available  funds to in accordance with the wire transfer  instructions  attached
hereto as Schedule 2.6.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

     Each Seller represents and warrants, except as disclosed on the annexes and
schedules of the Applicable Purchase  Agreements,  to Buyer the following.  With


                                       9

<PAGE>

respect to each Operating Company,  the  representations  and warranties made by
Sellers in or pursuant  to this  Agreement  apply only to events  that  occurred
after the Sellers acquired at least majority ownership of such Operating Company
("Majority Ownership Date"). Accordingly, no such representation and/or warranty
will be deemed to have been untrue or  inaccurate  when made with respect to any
Operating  Company  unless  (and then  only to the  extent  that) an event  that
occurred  after the  Majority  Ownership  Date  caused such  representation  and
warranty to be untrue or inaccurate when made.

     3.1(a) THE SELLERS.

         3.1(a)(1).  Each of the Sellers is a corporation,  sociedad  anonima or
limited  liability company duly organized and validly existing under the Laws of
the jurisdiction of its incorporation or organization.

         3.1(a)(2). This Agreement is a valid obligation, binding on each of the
Sellers,  and is  enforceable  against  each of them  pursuant  to the terms and
conditions  hereof.  Each  Additional  Agreement  to which any Seller is a party
will, at the Closing,  have been duly signed and executed by each of the Sellers
and will be a valid obligation,  binding on and enforceable against each of them
pursuant to the terms thereof.

     3.1(b) THE COMPANIES.

         3.1(b)(1).  Each of the Holding Companies and Operating  Companies is a
corporation  ("sociedad  anonima") duly incorporated and validly existing and in
good standing under the Laws of the Republic of Argentina.

         3.1(b)(2).  Except as set forth on Schedule 3.8.3,  each of the Holding
Companies and, to the Sellers' knowledge,  Operating Companies has all requisite
corporate  powers  (and,  to the  Sellers'  knowledge,  each  of  the  Operating
Companies  holds a license) to operate the Systems,  as well as to carry out its
activities  as it has done  until  now and to be the  owner of  and/or  to lease
and/or to use and/or to manage its  property in the way it uses and manages same
at present and according to the annexes and schedules of the Applicable Purchase
Agreements.  Each of the  Holding  Companies  and,  to the  Sellers'  knowledge,
Operating  Companies is duly qualified to engage in and transact business and is
in good standing in each  jurisdiction  in which the character of the properties
owned,  leased, used or managed by it or the nature of the business conducted by
it require it to be so qualified.  The representations in this Section 3.1(b)(2)
do not include approval by COMFER of the Sellers' indirect acquisition of shares
of the Operating Companies, which approval has not yet been obtained.

         3.1(b)(3).  The Sellers have previously  delivered or made available in
Argentina to Buyer  complete and accurate  copies of each of the  Companies' (a)
Corporate  Bylaws as amended from time to time, (b) all the minutes of its board
meetings or shareholders'  meetings furnished to the Sellers in conjunction with
the Applicable  Purchase Agreements and since the ownership of the Shares by the
Sellers, and (c) its stock registers,  validly reflecting any and all issuances,
reissuances,  cancellations  and  transfers  of each of the  Companies'  capital
stock.


                                       10


<PAGE>

         3.1(b)(4).  None of the Companies owns any equity interest or any other
obligation or equity security of any other Person.

     3.2 NO VIOLATION; CONSENTS:

         3.2.1 The  execution  and  delivery  of this  Agreement  by each of the
Sellers and of any  Additional  Agreement to be executed and delivered by any of
them, as well as the performance of their respective  obligations  hereunder and
thereunder and the  consummation  of the  transactions  contemplated  herein and
therein will not violate any provision of Law and, with or without the giving of
notice or the passage of time, will not conflict with or result in any breach of
any of the terms and conditions of, nor will  constitute a default  pursuant to,
the  Companies'  Governing  Documents  or of any  Contract of any of the Holding
Companies or, to the Sellers' knowledge, any of the Operating Companies.

         3.2.2 Schedule 3.2 lists all Persons  (including,  without  limitation,
Governmental Authorities,  shareholders and creditors,  parties to any necessary
License and parties to any other  Contract)  whose approval or consent,  or with
whom  the  filing  of any  certificate,  notice,  application,  report  or other
document is legally or  contractually  required or necessary in connection  with
the  execution,  delivery  or  performance  of  this  Agreement  or  any  of the
Additional Agreements, by Sellers (the "Required Consents").

     3.3 CAPITAL STOCK.

         3.3.1 The authorized capital stock and the capital stock that is issued
and outstanding of each of the Companies is set forth on Schedule 3.3.1.  Except
as set  forth  on  Schedule  3.3.1,  all of such  outstanding  shares  are  duly
authorized,  validly  issued,  fully  paid-in and are  subject to no Lien.  With
respect to such shares, there are no obligations to make further  contributions.
Each  Company's  outstanding  capital stock is owned as indicated in Schedule I,
which sets forth the name of each beneficial  owner of such stock and the number
of shares owned by each of them.  Except as set forth on Schedule 3.3.1, none of
the  Sellers  has  created  or is  contractually  bound  to  create  any Lien or
Restriction on the capital stock or any other  securities of the Companies.  One
share of stock of each of the Holding  Companies  is held by an Affiliate of the
Sellers.  It is the  intention of the Sellers to (a) before the  Closing,  cause
such  Affiliates  to transfer  such shares to one or more of the Sellers and (b)
transfer such shares to the Buyer together with the remainder of the Shares.

         3.3.2  There  are no  outstanding  options,  warrants,  calls  or other
securities  or rights of any kind to acquire,  currently  or upon the passage of
time or the  payment of money or the  occurrence  of any other  event,  stock or
other securities of any of the Holding Companies and, to the Sellers' knowledge,
the Operating Companies, nor any contingent or other kind of commitment to issue
any of the foregoing.

     3.4 BROKERS,  AGENTS,  FINDERS,  ETC.  Except as set forth on Schedule 3.4,
neither  the  Sellers nor their  respective  agents  have  retained or hired any
broker,  agent or finder,  nor have they  agreed to pay any fee,  commission  or
similar  payment to any  person  under this  Agreement  or under any  Additional
Agreement or in respect of the transactions contemplated herein or therein.


                                       11

<PAGE>

     3.5 FINANCIAL STATEMENTS.

         3.5.1 The Sellers have  delivered to the Buyer the following  financial
statements (the "Financial Statements"):

               (i)  The  financial   statements  delivered  to  the  Sellers  in
          conjunction with their acquisition of the Operating Companies;

               (ii) monthly  operating results for April and May, 1997, for each
          of the Operating  Companies,  setting forth month-end  subscribers and
          revenue, expense and EBITDA for such Companies for such months; and

               (iii)  closing  certificates  furnished to Sellers  setting forth
          certain  estimated   information  regarding  numbers  of  subscribers,
          liabilities and working  capital of each of the Companies  received by
          the Sellers in connection with Sellers'  acquisitions of the Companies
          pursuant to the Applicable Purchase Agreements.

         3.5.2 The financial statements referred to in Clauses (ii) and (iii) of
Section 3.5.1 are accurate in all material respects,  subject to normal year-end
adjustments  and subject also to debt of such  Companies to the Persons who sold
such Companies to the Sellers incurred under the Applicable Purchase Agreements.
The documents  referred to in Clauses (i) and (iv) of Section 3.5.1 are complete
and accurate  copies of the documents  furnished to Sellers.  Since May 31, 1997
there has been no material adverse change in the financial  condition or results
of operations of the Operating  Companies  taken as a whole.  Since September 9,
1997 (i) the Companies have conducted their respective businesses diligently, in
good faith and in the ordinary  course,  consistent  with past  practices and in
compliance  with all applicable  Laws, and have not engaged in any  transaction,
including, without limitation, entering into or amending any Contract, incurring
any liability or obligation  (absolute or contingent),  or making any advance or
expenditure,  other  than in the  ordinary  course  of  business,  nor have they
changed  their  business  policies or  practices in any  material  respect.  The
Companies have not acquired any customers of a System by promotional  incentives
or  discounts  exceeding  those  customarily  given  in the  cable  industry  in
Argentina;  and (ii) the Companies have not paid any dividends,  nor retired any
amounts on account of future  dividends,  redeemd or  repurchased  any shares of
their stock, or reduced their capital,  except as permitted under Section 5.7 of
the Existing Stock Purchase Agreement.

         3.5.3 The books and  records of each of the Holding  Companies  and, to
the Sellers' knowledge,  Operating Companies are reasonably complete and reflect
the transactions and dispositions of the Assets of each of them adequately.

     3.6 TAXES.  Each of the  Holding  Companies  has duly and  timely  filed in
proper,  legal and accurate  form,  all reports and tax returns and has paid all
taxes in accordance  with  applicable  Law. Each  Operating  Company,  since its
Majority Ownership Date, has duly and timely filed in proper, legal and accurate
form all  reports  and tax  returns  and has paid all taxes in  accordance  with
applicable Law that first became due during such period.


                                       12

<PAGE>

     3.7  LAWSUITS.  Except as set forth in the  annexes  and  schedules  to the
Applicable Purchase  Agreements,  there are no actions,  proceedings,  claims or
investigations  pending or threatened by or before any Governmental Authority to
which a Holding Company or, to the Sellers' knowledge, an Operating Company is a
party in which an adverse  determination  could reasonably be expected to have a
Material  Adverse  Effect  on the  Companies  taken as a whole  or the  material
Licenses,  Contracts,  Assets or rights of the  Companies  taken as a whole,  or
which might question the validity of this  Agreement or of any other  Additional
Agreement, or which seeks to restrain or enjoin the consummation of transactions
contemplated herein or therein.

     3.8 LICENSES.

         3.8.1 To the Sellers'  knowledge,  each of the Operating  Companies has
all material Licenses necessary to construct,  own and operate  commercially the
Systems  of the  Companies  in the  geographical  areas in  which  it  currently
conducts  business,  in each case in full  compliance  with all applicable  Laws
except where such noncompliance would not have a Material Adverse Effect on such
Operating Company. To the Sellers' knowledge,  each of the Operating  Companies'
Licenses is a valid and subsisting  instrument  under  applicable Laws and is in
full force and effect.  To the Sellers'  knowledge,  each License used, held for
use in or necessary for the operation of the Systems of the Operating  Companies
is held by and in the name of each  such  company.  To the  Sellers'  knowledge,
there is no pending application before any Governmental Authority which involves
an Operating Company License. To the Sellers'  knowledge,  none of the Operating
Companies'  Licenses  may be  revoked  during  the  period of issue  unless  the
applicable Operating Company breaches the terms or conditions of such license.

         3.8.2 To the Sellers' knowledge (i) no Operating Company has materially
breached or is in default under any of the Operating  Companies' Licenses except
where such breach or default  would not have a Material  Adverse  Effect on such
company,  (ii)  the  Systems  of the  Companies,  to the  extent  that  same are
constructed,  have been  constructed in compliance with all applicable  Licenses
and Laws and (iii) no  Operating  Company has  received  any notice of breach or
default under any of its Licenses from any Governmental Authority.

         3.8.3 To the Sellers'  knowledge,  Schedule  3.8.3 sets forth a list of
all pending COMFER authorizations and claims.

     3.9 ASSETS.

         3.9.1 TITLE;  LIENS. To the Sellers'  knowledge,  each of the Operating
Companies  has good and  marketable  title or valid rights to all of its Assets,
free and clear of any Lien,  except (i) Liens for property taxes not delinquent,
(ii)  Liens  that do not  materially  detract  from the  value of the  Assets or
materially  interfere with the present use of the Assets, (iii) the Liens listed
in the  schedules and annexes to the  Applicable  Purchase  Agreements  and (iv)
Liens referred to in Section 6.1(h).

                                       13

<PAGE>

         3.9.2  REAL  PROPERTY.  Other  than as  reflected  in the  annexes  and
schedules to the Applicable Purchase  Agreements,  neither the Holding Companies
nor, to the Sellers' knowledge, the Operating Companies own any Real Property.

         3.9.3  INTELLECTUAL  PROPERTY,   COPYRIGHTS,  PATENTS  AND  TRADEMARKS.
Neither the Holding  Companies  nor, to the Sellers'  knowledge,  the  Operating
Companies are in violation of any intellectual property right, copyright, patent
or trademark of any Person.

     3.10 THE SYSTEMS.

         3.10.1  To the  Sellers'  knowledge,  all of the  Equipment  is in good
working order and repair,  complies in all material respects with all applicable
Licenses  and  Laws  and  with  all  rules,  regulations  and  standards  of all
Governmental  Authorities  regarding  its  intended  use.  None  of the  Holding
Companies directly owns any material cable television Equipment.

         3.10.2 To the Sellers'  knowledge,  each of the Operating  Companies is
duly  authorized  under  applicable  Laws to distribute to  Subscribers  all the
signals  carried or  proposed  to be carried  and has all  Licenses  required to
operate all earth stations and microwave and other transmission  facilities used
or  proposed  to be used in the  Systems of the  Companies  in  compliance  with
applicable Laws.

     3.11 EMPLOYMENT MATTERS. Each of the Holding Companies and, to the Seller's
knowledge,  the Operating  Companies (except as covered by Section  9.2(a)(iii))
has fully complied with all applicable labor and social security Laws.

     3.12 INSURANCE. To the Sellers' knowledge, all of the insurance policies of
the Operating  Companies are  outstanding,  valid and  enforceable in accordance
with their  respective  terms,  having  been hired  with  financially  sound and
reputable insurance companies.

     3.13 CONTRACTS AND COMMITMENTS.

         3.13.1 All of the  Contracts/Commitments  of the Holding Companies and,
to the Sellers' knowledge,  the Operating  Companies  (collectively the "Company
Contracts") are in good standing, valid and effective,  with no material breach,
violation,  default, notice or claim of breach by any party thereto except where
such breach, violation or default would not have a Material Adverse Effect.

         3.13.2 Sellers have made  available to Buyer in Argentina  complete and
accurate copies of all of the Company  Contracts,  and any and all amendments or
modifications thereto.

     3.14  COMPLIANCE.  Each  of the  Holding  Companies  and,  to the  Sellers'
knowledge,  the Operating  Companies has complied in all material  respects with
all Licenses,  Contracts, and Laws applicable to the conduct of its business and
ownership,  possession,  maintenance  and operation of its properties and Assets
except where such noncompliance would not cause a Material Adverse Effect on the
Companies taken as a whole.

                                       14

<PAGE>

     3.15 NO MISSTATEMENTS OR OMISSIONS.  No  representation or warranty in this
Article Three contains any untrue statement of a material fact or omits to state
a  material  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

     3.16  ENVIRONMENTAL  MATTERS.  To  the  Sellers'  knowledge,  none  of  the
Operating  Companies has received a notice from any Governmental  Authority that
it, or any property it owns or uses,  is in  violation of any Law or  regulation
relating to protecting the environment.

     3.17 LABOR  MATTERS.  Except as set forth on Schedule  3.17, no employee of
any of the  Companies  is  represented  by any  labor  union,  and no  union  is
attempting to organize or otherwise become the bargaining representative for any
employees of any of the Companies.

     3.18 VENDOR DEBT. Schedule 3.18 shows (a) the amounts as of the date hereof
of all outstanding  debt incurred as deferred payment of the purchase price paid
by Sellers  for the  Companies  and (b) the amount as of the date  hereof of all
funds held in escrow pursuant to the Applicable Purchase Agreements.

     3.19 ASSETS AND  CONTROLLED  AFFILIATES IN THE UNITED  STATES.  None of the
Companies is incorporated  in the United States,  or organized under the laws of
the United States, or has its principal  offices within the United States.  None
of the  Companies,  nor any entity that they  control,  nor all such  controlled
entities in the  aggregate,  hold assets  located in the United States having an
aggregate  book  value  of  US$15,000,000  or more,  and  none of the  Companies
directly or indirectly  controls any  corporation  that is  incorporated  in the
United  States,  is  organized  under the laws of he United  States,  or has its
principal  offices within the United  States.  As used in this Section 3.19, the
term  "control"  means  (a)  holding  50%  or  more  of the  outstanding  voting
securities  of an issuer;  (b) in the case of an entity that has no  outstanding
voting securities,  having the right to 50% or more of the entity's profits,  or
having  the right in the  event of  dissolution  to 50% or more of the  entity's
assets;  or (c) having the contractual  power presently to designate 50% or more
of the directors of a corporation, or in the case of unincorporated entities, of
individuals exercising similar functions.


                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     4.1 BUYER.  Buyer is a corporation duly organized,  validly existing and in
good standing  under the Laws of the Republic of  Argentina,  with all requisite
corporate  power and  authority  to  conduct  its  business  and  operations  as
presently  conducted and to execute,  deliver and perform this Agreement and the
other instruments and documents  required hereby to be executed and delivered by
Buyer,  and has, or as of the Closing Date will have,  taken all action required
to duly authorize such execution,  delivery and performance.  This Agreement is,
and the other  instruments  and  documents to be executed and delivered by Buyer
hereunder or prior to the Closing will be, legal, valid and binding  obligations
of  Buyer,   enforceable  in  accordance  with  their  respective  terms.  Buyer
represents that it is familiar with any and all applicable broadcasting Laws, in
particular with the provisions of Law 22,285,  as amended,  and with any and all
obligations  to be  undertaken  by it  under  same,  and  especially  that  this


                                       15

<PAGE>

Agreement  must be submitted to the approval  specified in Article 46 clause (f)
of the Broadcasting Law.

     4.2 NO VIOLATION; BUYER'S CONSENTS.

         4.2.1 The execution and delivery of this  Agreement by Buyer and of any
Additional  Agreement  to be  executed  and  delivered  by it,  as  well  as the
performance of its obligations  hereunder and thereunder and the consummation of
the transactions  contemplated herein and therein will not violate any provision
of Law and,  with or without the giving of notice or the  passage of time,  will
not conflict with or result in any breach of any of the terms and conditions of,
nor will constitute  default pursuant to, Buyer's Governing  Documents or of any
Contract of Buyer.

         4.2.2 Except for COMFER if applicable, there are no Persons (including,
without  limitation,  Governmental  Authorities,   shareholders  and  creditors,
parties  to any  necessary  License  and  parties to any other  Contract)  whose
approval  or  consent,  or with  whom the  filing  of any  certificate,  notice,
application,  report or other document is legally or  contractually  required or
necessary in connection  with the  execution,  delivery or  performance  of this
Agreement or any of the Additional Agreements by Buyer.

     4.3 BROKERS,  AGENTS,  FINDERS,  ETC. Neither the Buyer nor its agents have
retained or hired any broker,  agent or finder,  nor have they agreed to pay any
fee,  commission or similar  payment to any person under this Agreement or under
any Additional  Agreement or in respect of the transactions  contemplated herein
or therein,  except for Integra  Financial  Services LLC, Smith Barney,  and ING
Bank ("ING"). Any obligations arising under any of the arrangements described in
the preceding  sentence will be the sole obligation of Buyer, and no Seller will
have any liability therefor.


                                    ARTICLE 5
                             POST-CLOSING COVENANTS

     Except as  otherwise  approved by the other  Party in writing,  the Parties
agree as follows:

     5.1 UFC  AFFILIATION  AGREEMENT.  Buyer shall use its best efforts to enter
into,  within six months after the date hereof,  an  affiliation  agreement with
respect  to the  carriage  of Casa  Club  and The  Family  Channel  through  the
Companies'  Systems,  on terms and conditions  substantially as set forth on the
term sheet  attached  hereto as  Exhibit  C,  along  with such  other  terms and
conditions as are customary for agreements with respect to such matters.


                                       16

<PAGE>

                                    ARTICLE 6
                        CONDITIONS OF BUYER'S OBLIGATIONS

     6.1 CLOSING. Buyer's obligation to pay the Purchase Price is subject to the
satisfaction or written waiver of the following conditions:

         (a)  STOCK  TRANSFER.  That the  Sellers  deliver  to Buyer  all of the
certificates  representing  the Shares and do all acts  necessary to perfect the
transfer  of the  Shares in the name of Buyer  and/or  any  company  that  Buyer
indicates  in the  Stock  Registry  book  of the  Companies,  free of  Liens  or
undisclosed Restrictions,  subject to the approval of the authorization provided
for in Art. 46(f) of the Broadcasting Law, if applicable.

         (b) RECEIPT OF CONSENTS.  All of the Required  Consents  will have been
obtained or given,  with the exception of such Consent  required  under art. 46,
part (f) of Law 22.285,  if  applicable,  and except where the failure to obtain
(or,  in the case of  filings,  make) such  Required  Consents  would not have a
Material Adverse Effect on the Companies taken as a whole.

         (c) CORPORATE ACTIONS. All corporate or other actions necessary for (i)
the execution,  delivery and performance of this Agreement and of the Additional
Agreements by the Sellers, (ii) the completion of the transactions  contemplated
herein and therein,  and (iii) implementing the annotations that are required in
the corporate  record books in order to  effectuate  the transfer of the Shares,
free of all Liens and undisclosed Restrictions,  will have been duly and validly
taken and will be in full force and effect.

         (d)  PERFORMANCE.  The  Sellers  will have  performed  in all  material
respects all obligations  under this Agreement and the Additional  Agreements to
be performed by them at or prior to the Closing.

         (e) TRUE  AND  COMPLETE  REPRESENTATIONS  AND  WARRANTIES.  Each of the
representations and warranties made to Buyer in or pursuant to this Agreement or
any  Additional  Agreement  will be true and complete in all material  respects,
both when made and as of  Closing,  with the same effect as if made at and as of
the time of Closing.

         (f) NO  GOVERNMENTAL  PROCEEDINGS.  No provision of any applicable Laws
will  apply,  with the  exception  of those  stemming  from  the Law  22,285  on
Broadcasting,  and no  Judgment  will exist so as to prevent  completion  of the
transactions  contemplated  in this  Agreement or in any  Additional  Agreement,
questioning the legality or validity of such transactions or otherwise  alleging
damage as the result of such transactions,  or where damages resulting from such
transactions might be claimed, nor any pending or threatened proceeding in which
any  Person  seeks  or may take any such  action.  None of the  Parties  to this
Agreement  will have been  notified of the present  intention of any  Government
Authority  or of  the  legal  representative  thereof  to  bring  an  action  or
proceeding  challenging  or  enjoining  completion  of  any  other  transactions
contemplated herein or in any Additional Agreement.

         (g) DOCUMENTS. The Sellers will have signed and delivered, or caused to
be delivered, the certificate contemplated by Section 2.4(a).


                                       17

<PAGE>

         (h) RELEASE OF LIENS.  Buyer shall have received  written  notification
from  Toronto  Dominion  (Texas),   Inc.,  in  form  and  substance   reasonably
satisfactory to Buyer,  that upon receipt of such amount as is specified in such
notification,  Toronto Dominion (Texas), Inc. will promptly release all Liens it
holds on any of the shares or Assets of any of the Companies.

         (i) TRANSFER OF SINGLE SHARES. The single shares described in the final
two sentences of Section 3.3.1 shall have been transferred to the Sellers, to be
transferred to Buyer together with the remaining Shares.


                                    ARTICLE 7
                       CONDITIONS OF SELLERS' OBLIGATIONS

     The  obligation  of the  Sellers  to  complete  Closing  is  subject to the
satisfaction  or written  waiver by the Sellers'  Representative  of each of the
following conditions:

     7.1  PERFORMANCE  BY BUYER.  Buyer  will  have  performed  in all  material
respects  all of its  obligations  hereunder  and under  each of the  Additional
Agreements.

     7.2   TRUTH   OF   REPRESENTATIONS   AND   WARRANTIES.   Each  of   Buyer's
representations  and  warranties  made  pursuant  to  this  Agreement  or to any
Additional Agreement will be true and complete in all material respects and will
have the same  effects  whether  made at or prior to the date of transfer of the
Shares.

     7.3 NO GOVERNMENTAL PROCEEDINGS. As regards Buyer, there will not exist any
provision of  applicable  Laws nor any  Judgment  preventing  completion  of the
transactions contemplated herein or in any Additional Agreement, questioning the
legality or validity of such  transactions  or claiming  damages  resulting from
such transactions,  nor any pending or threatened proceeding in which any Person
seeks or may take any such action.  None of the Parties to this  Agreement  will
have been  notified of the firm and  nonappealable  intention of the  applicable
authority by which the consummation of this Agreement is prohibited.

     7.4 BAHIA  BLANCA  CLOSING.  The closing of the  transactions  contemplated
under the Bahia Blanca  Agreement  shall have  occurred  and Sellers  shall have
received payment in full of the purchase price thereunder.

     7.5 ING COMFORT  LETTER.  Sellers shall have received a comfort letter from
ING, in form and substance acceptable to Sellers,  stating that ING will use its
best  efforts  to be  ready  to loan to Buyer  on the  Closing  Date the  entire
purchase price under the Santa Fe Agreement by Buyer.

     7.6 SANTA FE AGREEMENT. The Santa Fe Agreement shall have been executed and
shall be in full force and effect,  and the initial  payment of  US$2,176,405.00
under the Santa Fe  Agreement  shall have been paid in full by wire  transfer as
provided in Schedule 2.6.


                                       18

<PAGE>

                                    ARTICLE 8
                                 CONFIDENTIALITY

     8.1 GENERAL.  Any information or document that any Party hereto provides to
the  other  Party or that a Party  develops  in the  course  of  completing  the
transactions contemplated herein, with the exception of information or documents
that are publicly  available other than through a breach by the disclosing Party
of any agreement with the Seller or Buyer,  will be treated as confidential  and
proprietary and will not be disclosed to any third party,  with the exception of
investment banks and other  consultants who agree in writing to comply with this
Section 8.1 or as otherwise  consented to in writing by the Seller or Buyer,  as
applicable.  The  Parties  will  attempt to  identify  any and all  confidential
information specifically as such. The Party infringing confidentiality as agreed
herein will  indemnify  the other Party to the extent of the damages  which were
caused.

     8.2  PUBLIC  ANNOUNCEMENTS.  Neither  Seller nor Buyer will issue any press
release  or make  any  other  public  disclosure  relating  to the  transactions
contemplated  herein  without the prior written  consent in each instance of the
other. Section 8.1 and this Section 8.2, however, will not apply to or limit any
Party's  ability to make such  public  announcements  or  disclosures  as it may
consider necessary or appropriate  pursuant to the reporting  requirements under
U.S.A.  securities Laws or other  applicable Law. Also excepted from Section 8.1
and this  Section 8.2 are the annual and other  periodic  reports and  financial
statements  legally  prepared and released in the ordinary course of business by
the Parties hereto.

                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

     9.1 SURVIVAL. Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, and Articles 8, 9, and
11 hereof will survive Closing and will not cease except when expressly provided
therein.  The provisions of this Agreement,  including all  representations  and
warranties of the Parties hereto and any certificate  delivered pursuant to this
Agreement,  will  survive  Closing and will  terminate on the earlier of 30 days
after completion of the audit of Buyer's financial statements for the year ended
December 31, 1998 or June 30, 1999.  The  obligation to indemnify  will apply to
any of the foregoing  matters for any claim made prior to the  expiration of the
limitation   period  that  was  not   resolved   within  said  period  of  time.
Notwithstanding  the foregoing,  the provisions  under Section 9.3 shall survive
the  Closing and will remain in full force and effect for a period of five years
thereafter.

     9.2 INDEMNIFICATION.

         (a) Each of the Sellers  agrees to indemnify  Buyer with respect to any
loss, claim,  damage,  liability (or actions or procedures in relation to these)
and expenses that Buyer, the entities controlling, controlled by or under common
control with it, officers,  employees,  shareholders and advisors  (henceforward
the "Indemnified Persons") may have suffered in relation to or arising out of:

               (i) the inaccuracy when made of any  representation  and warranty
          made by  Sellers in or  pursuant  to this  Agreement,  but only to the
          extent that the event or circumstance that caused such  representation


                                       19

<PAGE>

          and warranty to be inaccurate first occurred or existed after Seller's
          acquisition  of the Company with respect to which such  representation
          and warranty was inaccurate;

               (ii)  non-performance  on the part of any of the  Sellers  of any
          obligation made in this Agreement or the Additional Agreements; or

               (iii) any  failure by an  Operating  Company to comply with labor
          and social  security  Laws after the Majority  Ownership  Date of such
          Operating Company and before the Closing.

         (b) Immediately after receipt by an Indemnified Person of notice of any
action,  proceeding,  claim, or potential claim (an "Asserted Claim") that could
give rise to a right to  indemnification  under this  Agreement,  the Buyer will
give the Sellers'  Representative written notice of the Asserted Claim. Delay in
giving  this  notice  will  not  affect  the   Indemnified   Party's   right  to
indemnification  to the  extent it is  demonstrated  that the  interests  of the
Sellers have not been prejudiced due to such delay.

         (c) The Sellers'  Representative  may assume and control the defense of
such Asserted  Claim (with  counsel  reasonably  acceptable  to the  Indemnified
Person) if it affirms the obligation of the Sellers to indemnify the Indemnified
Person with respect to such Asserted Claim.  Notwithstanding the foregoing,  the
Indemnified  Person  will have the right to hire its own  counsel and to control
the defense or settlement  in any such action,  at the expense of the Sellers if
(i) the action involves a conflict of interest  between the  Indemnified  Person
and the Sellers,  (ii) the Sellers'  Representative has not assumed such defense
to the reasonable satisfaction of Buyer within a reasonable time after receiving
notice of the Asserted Claim from Buyer or (iii) the Asserted Claim could have a
Material  Adverse Effect on the business of Buyer.  The Sellers'  Representative
agrees to  cooperate  with the  Indemnified  Persons  in order to  enable  their
counsel to participate in the defense and to deliver to the Indemnified  Persons
copies  of  all   pleadings   and  other   information   within   the   Sellers'
Representative's knowledge or possession reasonably requested by the Indemnified
Persons  that is  relevant  to the  defense  of any such  claim or  demand.  The
Sellers'  Representative will maintain  confidentiality with respect to all such
information consistent with the conduct of a defense hereunder.

         (d) Neither the Indemnified Person nor the Sellers'  Representative may
consent to the  rendering of a judgment  with  respect to the Asserted  Claim or
enter into a settlement  with respect to the Asserted  Claim if such judgment or
settlement  does not  unconditionally  release  the  Sellers or the  Indemnified
Person,  as the case may be, from all liability with respect thereto without the
consent of such Party. Such consent cannot be unreasonably withheld.

         (e) Notwithstanding any other provision of this Agreement, (i) Sellers'
indemnification  obligations  will not  apply  until  the  cumulative  amount of
Buyer's  indemnifiable claims exceed US$100,000,  (ii) in no event will Sellers'
indemnification obligation under this Agreement exceed US$4,858,405,  except for
a breach  arising from  Sellers'  inability  to transfer  the Shares,  and (iii)
Buyer's  sole  remedy  for any breach of this  Agreement  or  inaccuracy  of any


                                       20

<PAGE>

representation  or  warranty  made in or  pursuant  to this  Agreement  shall be
indemnification pursuant to this Article Nine.

         (f) The  provisions of  paragraphs  (a) through (e) of this Section 9.2
also shall apply to the Buyer as an  indemnifying  party and the Sellers,  their
Affiliates, and their respective officers, employees,  shareholders and advisers
as  Indemnified  Persons,  with  references  therein  to  Buyer  being  read  as
references  to the Sellers  and all  references  to the Sellers or the  Sellers'
Representative  being  read as  references  to the Buyer.  Such  indemnification
obligations of the Buyer also shall apply to any loss, claim, damage,  liability
and expenses suffered by any of the Sellers with respect to Sellers'  guarantees
of  indebtedness  incurred in connection  with the Sellers'  acquisition  of the
Companies, and the limitation on damages set forth in clause (ii) of Section 9.2
(e) shall not apply to such  indemnification  obligation  or to any  failure  by
Buyer to pay the Purchase Price on the date hereof as required hereunder.

     9.3 INDEMNIFICATION AGAINST CLOSING DATE LIABILITIES.

         (a) The Sellers  jointly and  severally  agree to  indemnify  the Buyer
against,  and reimburse the Buyer for, any amount by which the total payments by
the Companies after the Closing Date of obligations which existed at the Closing
Date or  relate  to  periods  prior  to the  Closing  Date  (net of any  amounts
collected  out of escrow  accounts  referred  to in the  definition  of  Closing
Liabilities),  whether  or not the  payments  are of  liabilities  known  to the
Sellers or the  Companies on the Closing  Date,  exceed the Closing  Liabilities
included in the  calculation  of the Purchase  Price made as provided in Section
2.4.  The amount of  indemnification  will be  adjusted to reflect the extent to
which the Buyer  acquires  less than 100% of the shares of an entity  that makes
payments  for which the Buyer is entitled to  indemnification  or  reimbursement
under this Section 9.3(a). Any payments to the Buyer under this Section will (i)
be made promptly after demand by the Buyer  accompanied by  documentation of the
amounts  paid by the  Companies  which  shows the  payment to be due and (ii) be
treated as adjustments of the Purchase Price.

         (b)  If  any of  the  Companies  receives  a  claim  with  regard  to a
liability, or claimed liability, which existed at the Closing Date or relates to
a period  prior to the Closing  Date and was not included (or exceeds the amount
which was included) in the Closing  Liabilities  included in the  calculation of
the Purchase Price,  the Buyer will promptly notify the Sellers'  Representative
of the claim and the fact that the Buyer  intends to treat any amount  paid with
regard  to the  claim as a  payment  to which  Section  9.3(a)  applies.  If the
Sellers'  Representative informs the Buyer that the Sellers acknowledge that any
payment  with  regard to the claim  will be a payment  to which  Section  9.3(a)
applies and that the Sellers either (i) wish to contest the claim,  (ii) want to
seek  reimbursement  out of an escrow  account  referred to in the definition of
Closing  Liabilities  with  regard to any amount due as a result of the claim or
(iii) want to seek indemnification or other recovery related to such claim under
an Applicable Purchase Agreement or related agreement, the Sellers may, at their
expense,  contest the claim or seek  reimbursement  out of the escrow account or
other  recovery.  The Buyer  will  cooperate,  and will cause the  Companies  to
cooperate,  in all reasonable  respects in the Sellers'  efforts to do that, and
the Sellers will  reimburse the Buyer for all  out-of-pocket  costs it or any of
the  Companies   incurs  in  doing  so.  To  the  extent  the  Sellers   recover
reimbursement out of an escrow account for a sum due as a result of a claim, the


                                       21

<PAGE>

Sellers will pay the amount of the  reimbursement to the Buyer or the applicable
Company,  and the amount paid to the Buyer or a Company  will be included in the
calculation of any amount due under Section  9.3(a).  Sellers will be subrogated
to all rights of any  Company to the extent that  Sellers  pay any amount  under
this Section 9.3.


                                   ARTICLE 10
                             [INTENTIONALLY OMITTED]


                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1 NOTICES.  All notices  hereunder shall be made (i) by delivery of same
in person to the  intended  addressee,  (ii) by sending  such  notice by Federal
Express or another reputable private international courier service (a "Qualified
Courier")  for overnight  (or its nearest  equivalent)  delivery to the intended
addressee  or (iii) by  facsimile  transmission  to such Party at the  facsimile
number set forth for such Party below  provided that a copy of same is deposited
with a Qualified Courier for overnight  delivery to the intended  addressee,  in
each case for  delivery to the address of the  intended  addressee  as set forth
below (or as such other address or fax number as may be designated by such Party
as herein provided) to the officers mentioned hereinafter:

If to Sellers to Sellers' Representative:            If to the Buyer:

UIH Latin America, Inc.                              Supercanal S.A.
4643 South Ulster, Suite 1300                        Godoy Cruz 316
Denver, Colorado 80237                               Mendoza
Attn.:  President                                    Argentina
Tel: (303) 770-4001
Fax: (303) 770-4207


Copies to:                                           Copies to:

UIH Argentina, Inc.                                  Estudio Vila
Cerrito 740, piso 14                                 Espejo 333, P.B. of. 4 a 6
1309 Buenos Aires                                    Mendoza
Attn.:   Bradley Johnson and/or                      Attn: Alberto Vila
         Roberto H. Crouzel                          Tel: 011-54-61-254202
Tel: (541) 372-5100                                  Fax: 011-54-61-295042
Fax: (541) 372-1990



                                       22

<PAGE>

United International Holdings, Inc.                  Marval, O'Farrell & Mairal
4643 South Ulster, Suite 1300                        L.N. Alem 928
Denver, Colorado 80237                               (1001) Buenos Aires
Attn.:  General Counsel                              Argentina
Tel: (303) 770-4001                                  Tel: (54-1) 310-0100
Fax: (303) 770-4207                                  Fax: (54-1) 310-0200

W. Dean Salter, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
Tel: (303) 861-7000
Fax: (303) 866-0200


     All notices,  summons and requests  will be  effective  upon such  personal
delivery or upon  confirmation  of delivery by facsimile  transmission  provided
that delivery to the Qualified  Courier is effected  within three  business days
thereafter.  In all other cases, notices, summons and requests will be effective
three  business  days after having been  deposited  with  Qualified  Courier for
overnight (or its nearest  equivalent)  delivery.  Rejection or other refusal to
receive,  or the  inability to deliver,  because of changed  address of which no
notice was given as herein  required will be deemed to be receipt of the notice,
summons or request sent.

     11.2 FURTHER  ASSURANCES.  The Parties will make,  execute and deliver such
other instruments of transfer as may be necessary or proper to transfer to Buyer
all right, title and interest in the Shares, free of any Restriction or Lien.

     11.3 HEADINGS.  The Article and Section  headings in this Agreement are for
convenience only and will not be used for  interpretation  hereof nor considered
part of this Agreement.

     11.4  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts  or counterpart  signature  pages,  each of which will be deemed an
original but all of which, together, will constitute one and only instrument.

     11.5 AMENDMENTS.  No provision of this Agreement will be altered,  amended,
revoked or waived except by an instrument in writing designated as an amendment,
revocation  or waiver and signed by the person  against  whom it is sought to be
enforced.

     11.6  ASSIGNMENT.  This  Agreement and all  Additional  Agreements  will be
binding upon and inure to the benefit of the Parties.  Except for assignments to
Affiliates, neither Party will assign any of its rights under this Agreement nor
delegate its duties  hereunder  unless it obtains prior  written  consent of the
other Party. For any assignment under the preceding sentence, the assignee, as a
condition to the  effectiveness of such assignment,  must assume all obligations
hereunder, with respect to the Company assigned, as co-obligor with Buyer.

     11.7 ENTIRE AGREEMENT;  THIRD PARTY  BENEFICIARIES.  This Agreement and the
Additional Agreements embody the entire agreement between the Parties concerning
the subject  matter  hereof and thereof.  Such  Agreements  replace and take the
place  of any  other  prior  or  contemporaneous  negotiations,  agreements  and


                                       23

<PAGE>

understandings. The Indemnified Persons are third-party beneficiaries of Article
9.2 hereof. Otherwise, there are no third party beneficiaries.

     11.8 NO  WAIVER.  Failure or delay of any Party at any time or from time to
time to exercise any right under or enforce any provision of this Agreement will
not be construed as implying a waiver of such provision or of that Party's right
to exercise  or enforce it  subsequently.  No single or partial  exercise of any
right  hereunder by any Party will  preclude the further or full exercise of the
right by such  Party.  No waiver of any  default on any one  occasion by a Party
will constitute a waiver of any subsequent or other default by such Party.

     11.9  SEVERABILITY.  If any provision of this Agreement or the applications
thereof to any Person or  circumstance  were  invalid  or  unenforceable  to any
extent,  the remainder of this Agreement,  and the application of such provision
to other  Persons or  circumstances,  will not be  affected  thereby and will be
enforced to the greatest  extent  permitted by applicable Law. In such case, the
Parties will amend this  Agreement  to effect,  to the fullest  extent  possible
under  applicable  Laws, the original intent of the Parties with respect to such
invalid or unenforceable provision.

     11.10  GOVERNING  LAW. This  Agreement,  the rights and  obligations of the
Parties hereto,  and any claims or disputes relating thereto will be governed by
and construed in accordance with the Laws of Colorado.

     11.11 DISPUTE RESOLUTION. Any dispute,  controversy or claim arising out of
or relating to this  Agreement or any  Additional  Agreement will be resolved by
the state courts of COLORADO or the federal  courts  located within the STATE OF
COLORADO.  The Parties  consent to personal  jurisdiction  of such courts in any
such disputes.  Buyer consents to service of process  through notice given under
Section 11.1 of this  Agreement in  connection  with any such dispute and waives
any other requirements for service of process.

     11.12 EXPENSES. Each Party will pay its own expenses incurred in connection
with the  preparation,  negotiation  and  execution  of this  Agreement  and any
Additional Agreements.

     11.13  SELLERS.   Each  of  the  Sellers   hereby   appoints  the  Sellers'
Representative  as his or her  agent to make  decisions  and take any  action on
behalf of such Seller in connection with this Agreement.

     11.14 NONCOMPETITION.

         (a) During the period  commencing at the Closing and ending on the date
which is 10 (ten) years after the Closing  Date,  none of the  Sellers,  nor any
Affiliate thereof will, directly or indirectly, own, manage, operate, control or
engage or participate in the ownership,  management, operation or control of, or
be connected as a stockholder,  director,  officer, agent, partner,  consultant,
joint venturer or otherwise with, any business or organization  which engages in
the business of owning, providing,  distributing or operating in the Republic of
Argentina (i) any cable television system or service,  satellite master antennae
or MMDS or UHF system or  service,  any  direct  broadcast  satellite  system or
service or any telephone  internet  access,  data  service,  or (ii) without the
prior  written  consent  of Buyer,  any  service  or  product  related  to cable


                                       24

<PAGE>

television  (other  than  provision  of  programming),  telephony  or any  other
communication  business.  Sellers  and their  Affiliates  shall not be deemed in
violation of this paragraph (a) if through ownership of up to 5% of the stock of
a publicly-traded company that engages in the activities described above.

                  (b)  Each  of  the  Sellers   shall  keep   confidential   all
proprietary  information  which they have obtained or receive in the future with
respect to the Companies and their Affiliates and the cable  television  systems
and other business owned and operated by them,  except to the extent required by
applicable  Law or during the course of or in  connection  with any  litigation,
arbitration  or other  proceeding  based upon or in connection  with the subject
matter of this Agreement and except as Sellers may consider appropriate pursuant
to disclosure  obligations under U.S.  securities Laws. In the event that any of
the Sellers is requested  pursuant to or required by applicable Law,  regulation
or legal  process to  disclose  any of the  foregoing  confidential  proprietary
information,  he or she will  notify  Buyer  promptly  so that  Buyer may seek a
protective  order  or  other  appropriate  remedy  or,  in  such  Person's  sole
discretion, waive compliance with the terms of this Section, the relevant Seller
will  furnish  only  that  portion  of the  foregoing  confidential  proprietary
information  which he or she is  advised  in  writing  by his or her  counsel is
legally required and will exercise all commercially reasonable efforts to obtain
reliable  assurance  that  confidential  treatment  will  be  accorded  to  such
confidential  proprietary  information.  For purposes of this Section  11.14(b),
proprietary  information  does not include  information  that  became  generally
available  to any Seller on a  non-confidential  basis from a source  other than
Buyer,  provided  that such  source is not bound by a  confidentially  agreement
with, or other contractual,  legal or fiduciary obligation of confidentiality to
Buyer.

                                *  *  *  *  *

                                       25

<PAGE>


     IN WITNESS  HEREOF,  two copies of the same effect are executed on the date
set forth on page 1.

SELLERS

UIH ARGENTINA, INC.


  /S/ DAVID LEONARD
- -----------------------------------
By:      DAVID LEONARD
   Its:  President




UNITED INTERNATIONAL HOLDINGS
ARGENTINA, S.A.


  /S/ BRADLEY JOHNSON
- -----------------------------------
By:      BRADLEY JOHNSON
   Its:  President




SUPERCANAL HOLDING S.A.


  /S/ DANIEL VILA
- -----------------------------------
By:      DANIEL VILA
   Its:  President





 

                              AMENDED AND RESTATED

                            STOCK PURCHASE AGREEMENT
                             DATED OCTOBER 20, 1997


AMONG

Supercanal  Holding  S.A.,  an  Argentine  corporation  (the  "Buyer"),  and UIH
Argentina,  Inc.,  a Colorado  corporation  ("UIHA"),  and CV American  Holdings
L.L.C., a Delaware limited  liability  company ("CVAH" and,  together with UIHA,
the  "Sellers").  The  Sellers  and the Buyer  are  jointly  referred  to as the
"Parties."

                                    RECITALS

Supercanal,   United  International  Holdings  Argentina,   S.A.,  an  Argentine
corporation  ("UIH"),  UIHA,  CVAH,  and UIH Latin  America,  Inc.,  a  Colorado
corporation  ("UIHLA"),  are parties to that certain  Stock  Purchase  Agreement
dated as of September 9, 1997 (the "Existing Stock Purchase  Agreement").  It is
the desire of such  parties to amend and restate  the  Existing  Stock  Purchase
Agreement in order to (1) delete  therefrom  all  references to the Bahia Blanca
Operating Companies,  the Comodoro Operating Companies, the Bahia Blanca Holding
Companies, and the Comodoro Holding Companies, all of the capital stock of which
will be sold  pursuant  to separate  stock  purchase  agreements;  (2) to modify
certain provisions relating to the Closing and the Closing Date (in each case as
defined in the  Existing  Stock  Purchase  Agreement);  (3) to  provide  for the
payment of interest  with respect to the purchase of the Santa Fe Companies  (as
defined in the Existing Stock Purchase  Agreement) and the Holding Company;  and
(4) to make certain conforming and other modifications.  It is the understanding
of the Parties that this  Amended and Restated  Stock  Purchase  Agreement  will
become effective immediately when it has been properly executed and delivered by
all of the Parties, except that the amendments hereby made to the Existing Stock
Purchase  Agreement with respect to the rights and  obligations  relating to the
Bahia Blanca  Operating  Companies and the Bahia Blanca  Holding  Companies will
become  effective only when the closing of the purchase and sale of the stock of
the Bahia Blanca Operating Companies, and the Bahia Blanca Holding Companies has
been  consummated  and the purchase  price has been paid as provided  thereunder
(the "Bahia Blanca  Purchase  Date").  Until such time, all obligations of Buyer
under  the  Existing  Stock  Purchase  Agreement  related  to the  Bahia  Blanca
Operating  Companies and the Bahia Blanca Holding Companies shall remain in full
force and effect until the Bahia Blanca Purchase Date.

The Sellers are the owners of the shares of stock of the Argentine companies set
forth on Schedule I, in proportion and quantities  that are detailed on Schedule
I and Buyer is  interested in acquiring  such shares,  pursuant to the terms and
conditions of this Agreement.

In a transaction  contemporaneous  with the  transactions  contemplated  by this
Agreement, UIHA may acquire certain shares (the "Local Group Shares") of certain
Argentine  companies  set forth on Schedule I from Messrs.  Juan Antonio  Priano
("Priano") and Marcelo Serrao ("Serrao") pursuant to the terms and conditions of
a separate stock purchase agreement (the "Local Group Purchase Agreement") to be

<PAGE>

executed on the same day as this Agreement. Upon the closing of such acquisition
by UIHA, UIHA will  immediately  sell the Local Group Shares to Buyer under this
Agreement.

In consideration of the terms and covenants  contained herein, the Parties agree
as follows:


                                    ARTICLE 1
                                   DEFINITIONS

As used herein,  the following terms have the following  meanings (terms defined
in singular to have the same meanings when used in plural and vice versa):

ADDITIONAL AGREEMENTS: Any agreement, instrument,  certificate or other document
executed or delivered pursuant to this Agreement including,  without limitation,
any  Contract  and any other  documents  (except  opinions)  delivered  to Buyer
pursuant to Article 6 .

AFFILIATE:  Affiliate of a Person will mean,  unless  otherwise  specified,  any
entity  that  directly  or  indirectly,  through  one  or  more  intermediaries,
controls,  is  controlled  by or is under common  control  with the Person.  For
purposes  of this  definition  the term  "control"  means  effective  management
control of the Person including,  without limitation,  control through the power
to elect a sufficient  number of directors or to appoint a sufficient  number of
senior managers to obtain control or similar powers. A Person will be rebuttably
presumed  to  control  another  Person  or  entity if it owns 50% or more of the
equity or the voting power of the applicable entity.

AGREEMENT:  This Stock Purchase Agreement  (including the Exhibits and Schedules
attached hereto).

APPLICABLE PURCHASE AGREEMENTS:  The purchase agreements under which the Sellers
acquired their ownership interests in the Companies.

ASSETS: For any Person,  all of the properties,  Equipment,  Systems,  Licenses,
marks,  commercial  names,  intellectual  property  rights,  and  other  assets,
privileges,  rights,  interest,  claims and  goodwill of such  Person,  real and
personal,  tangible and  intangible,  owned,  leased or  otherwise  used by such
Person.

BAHIA BLANCA  AGREEMENT:  That certain  Stock  Purchase  Agreement,  dated as of
October 17, 1997,  by and among the Sellers and  Multicanal  S.A.,  an Argentine
corporation,  with  respect  to the  sale of the  shares  of  stock  of  certain
Argentine corporations operating in Bahia Blanca.

BAHIA   BLANCA   HOLDING   COMPANIES:   Inversora  TV  Cable,   S.A.,   Compania
Teleinversora,  S.A., Inversora Multivision,  S.A., and Compania Cableinversora,
S.A., each an Argentine corporation.

BAHIA BLANCA OPERATING  COMPANIES:  TV Cable S.A., Cable Total S.A., Cable DU-KE
S.A.,   Multivision  S.A,  and  Cerri  Video  Cable,  S.A.,  each  an  Argentine
corporation.


                                       2
<PAGE>

BUSINESS  DAY: Any day on which banks in the State of New York,  U.S.A.,  and in
the city of Buenos Aires, Argentina, are not required or authorized to be closed
by law.

CLOSING:  As defined in Section 2.2 of this Agreement.

CLOSING DATE: As defined in Section 2.2 of this Agreement.

CLOSING LIABILITIES:  All obligations,  net of any amounts in escrow accounts to
provide for any such  obligations,  of each of the Companies at the Closing Date
that are or should be included as liabilities on the consolidated  balance sheet
of  the  Companies  as of  said  date  in  accordance  with  generally  accepted
accounting principles in Argentina.

CLOSING CURRENT ASSETS:  All assets of each of the Companies at the Closing Date
(net of any amounts in escrow accounts  referred to in the definition of Closing
Liabilities)   that  are  or  should  be  included  as  current  assets  on  the
consolidated  balance sheet of the Companies as of said date in accordance  with
generally accepted accounting principles in Argentina.

COMFER:  The Argentine Comite Federal de Radiodifusion.

COMODORO AGREEMENT:  That certain Stock Purchase Agreement,  dated as of October
20,  1997,  by and among the Sellers  and Buyer with  respect to the sale of the
shares  of  stock  of  certain  Argentine  corporations  operating  in  Comodoro
Rivadavia and Trelew.

COMODORO  HOLDING  COMPANIES:  Inversora  Atelco  Comodoro,  S.A., and Inversora
Antena Comunitaria Trelew S.A., each an Argentine corporation.

COMODORO OPERATING COMPANIES:  Atelco, S.A., and Antena Television  Comunitaria,
S.A., each an Argentine corporation.

COMPANIES:  The Holding Company and the Operating Companies.

CONTRACTS/COMMITMENTS:  For any Person, any contract,  mortgage,  deed of trust,
bond, lease, license, note, franchise,  certificate,  option, warrant, right, or
such other instrument,  document or written agreement,  and any oral obligation,
right or  agreement to which such Person is a party  and/or  beneficiary  and/or
obligee  and/or  subscriber  and/or by which  such  Person  and/or any Assets or
securities of such Person are or may be bound,  including,  without  limitation,
any License.

CVI SHAREHOLDERS  AGREEMENT:  Shareholders Agreement dated April 25, 1997, among
UIH  Argentina,  Inc.,  Southern  Cone  Telecommunications,  Ltd.,  CV  American
Holdings, LLC, Priano and Serrao.

EQUIPMENT:  Equipment includes, but is not limited to, electronic devices, trunk
and  distribution  cables;  amplifiers;  power  supplies;  conduit;  cables  and
pedestals; grounding and pole hardware, installed subscriber devices (including,
without  limitation,  drop  lines,  converters,  encoders,  transformers  behind
television  sets  and  fittings);   "headend"  (origination,   transmission  and

                                       3

<PAGE>

distribution  system);   hardware;  tools;  inventory;  spare  parts;  maps  and
engineering data;  vehicles;  microwave  equipment;  studios and other broadcast
facilities  and other  equipment for local  programming;  and all other tangible
property and facilities owned,  used or held for use by the Operating  Companies
in the Systems of the Companies.


EXISTING STOCK PURCHASE AGREEMENT: That certain Stock Purchase Agreement,  dated
as of September 9, 1997, by and among Supercanal, UIH, UIHA, CVAH, and UIHLA.

GOVERNING  DOCUMENTS:  The  bylaws  (estatutos),   articles  or  certificate  of
incorporation  or  association,  or  other  governing  documents  which  may  be
mandatory in any entity.

GOVERNMENTAL AUTHORITY: Any court,  administrative agency or commission,  or any
other governmental organization, or any other governmental or quasi-governmental
agency, instrumentality or official, domestic or foreign.

HOLDING COMPANY:  CV Inversiones S.A., an Argentine corporation.

JUDGMENT: Any judgment,  writ, order, decree or ruling of or by any court, judge
or magistrate, including any bankruptcy court or judge.

LAW: The civil and commercial law and any statute, ordinance, code or other law,
rule, regulation,  order, technical or other standard,  requirement or procedure
adopted and in effect in the Argentine Republic or its political subdivisions.

LICENSES: All concessions, licenses, permits, operating authorizations and other
agreements and approvals from Governmental Authorities, providers of programming
or other entities and all material rights-of-way,  satellite, microwave or other
transmission  agreements,  pole or underground  construction or usage agreements
and all other agreements  necessary to construct,  own and operate a System in a
specified geographical area in compliance with applicable Laws.

LIEN:  Any  security  agreement,  financing  statement  (whether  filed or not),
conditional sale or other title retention agreement,  any lease,  consignment or
bailment given for security purposes, any lien, charge, limitation,  restrictive
agreement, mortgage, pledge, option, encumbrance, adverse interest, constructive
trust or other trust,  claim, legal custody,  exception to or defect in title or
other ownership interest (including, without limitation, reservations, rights of
entry,  possibilities  of  reverter,  encroachments,  easements,  rights of way,
restrictive covenants, leases and Licenses) of any kind.

LOCAL GROUP PURCHASE  AGREEMENT:  The agreement pursuant to which one or more of
Sellers or their  Affiliates  agree to  purchase  the Local Group  Shares.  Such
agreement  shall be  substantially  as set forth in the form attached  hereto as
Exhibit B-1.

LOCAL GROUP SHARES:  The shares of the Companies  owned by Priano and Serrao and
acquired by one or more Sellers or their Affiliates  pursuant to the Local Group
Purchase Agreement.  The transfer of the Local Group Shares implies the transfer
of all of the Rights relating thereto.

                                       4
<PAGE>

MATERIAL  ADVERSE  EFFECT:  Material  Adverse  Effect  means any event,  change,
occurrence  or  condition,  singly or  together  with any other  event,  change,
occurrence  or  condition  that  would  have a  material  adverse  effect on the
condition, financial or otherwise, of a Person.

OPERATING COMPANIES:  Cablevideo S.A., Cablevision Galvez, S.A. and Radio Satel,
S.A.

OPTIONS: All options to acquire equity interests of entities in the multichannel
subscription  television  business in the  provinces  of Santa Fe or Entre Rios,
Argentina, now held by the Holding Company.

PERSON:  Any natural  person,  sociedad  anonima,  sociedad  de  responsabilidad
limitada,  corporation,  general or limited partnership,  joint venture,  trust,
association,  entities  of  any  kind  (with  or  without  legal  existence)  or
Governmental Authority or other persons.

PURCHASE PRICE:  The Purchase Price will equal the following:

     (a) The  aggregate  amount  for all of the  Companies  (calculated  without
duplication) of the following amount for each Company:

          (i)(A) the total number of  Subscribers of such Company at the Closing
     Date  multiplied  by  US$1,500,  (B) less the Closing  Liabilities  of such
     Company, (c) plus the Closing Current Assets of such Company;

          (ii)  multiplied  by the total  percentage  ownership  of such Company
     being transferred pursuant to this Agreement.

For example, suppose Company A is a seller and owns 80% of the shares of Company
B and Company B owns 90% of Company C.  Company B has no  Subscribers,  US$25 of
Closing  Liabilities  and  US$5 of  Closing  Current  Assets.  Company  C has 10
Subscribers,  US$100 of Closing Liabilities and US$20 of Closing Current Assets.
In this case, clause (a) of the definition of Purchase Price would be applied as
follows:

          --   The amount for  Company C would be (10 x US$1,500)  minus  US$100
               plus US$20, all multiplied by 72%, for a total of US$10,742.40.

          --   The  amount  for  Company B would be ($20)  multiplied  by 80% or
               ($16).

          --   The total amount for these two  companies  under clause (a) would
               be US$10,726.40.

REAL PROPERTY: For any Person, all realty, towers,  fixtures and other interests
in real property,  buildings,  improvements and construction-in-progress  owned,
leased, occupied, used or held for use by such Person.

REQUIRED CONSENTS:  As defined in Section 3.2.2 hereof.

                                       5
<PAGE>

RESTRICTION:  With respect to any stock, any voting or other trust or agreement,
option,  warrant,  escrow,  proxy,  buy-sell or other share transfer  agreement,
power of attorney or other Contract,  arrangement or understanding,  Judgment or
Law that (i) grants to any person the right to purchase or otherwise acquire, or
obligates  any person to sell or otherwise  dispose of, or otherwise  results or
may result  (with or without  the  passage of time,  the payment of money or the
occurrence  of any other  event) in any Person  acquiring  any such  stock,  any
interest in or proceeds or  distributions  of any such stock,  (ii) restricts or
may  restrict  the  transfer  of or the  exercise  of any  voting  rights or the
enjoyment  of any other  benefits  arising  by reason of  ownership  of any such
stock,  proceeds or  distributions,  or (iii)  creates or may create a lien or a
purported lien affecting such stock, proceeds or distributions.

RIGHTS: Collectively,  (A) the right to any dividend of any of the Companies, in
cash or in kind,  declared but not  distributed  as of the Closing Date, (B) all
the rights arising from revocable or irrevocable  capital  contributions made by
Sellers  to  the  Companies  prior  to the  Closing  Date  that  have  not  been
capitalized (or the capitalization of which has not yet been effected),  (C) all
credits that the Sellers may have against the capital of the Companies as of the
Closing Date, (D) all rights to subscribe to the Companies' capital increases as
of the Closing  Date,  and (E) any other  rights to be paid in as of the Closing
Date.

SELLERS' REPRESENTATIVE: UIHLA or such other Person as the Sellers may designate
in  writing  in the  future.  The  Sellers  grant  the  Sellers'  Representative
sufficient  power to  interpret  and/or  modify this  Agreement  and to sign any
agreement related to the same.

SHARES: The shares of the Holding Company's capital stock, and the shares of any
Operating  Company's  capital  stock held  directly by any Seller,  set forth on
Schedule  I to be  purchased  by the Buyer  from the  Sellers  pursuant  to this
Agreement, which will constitute all of the outstanding capital stock and voting
power of the Holding  Company or each such  Operating  Company,  as  applicable,
owned by the Sellers.  The transfer of the Shares implies the transfer of all of
the Rights.

SUBSCRIBER:  Any person that,  at the relevant date for the  calculation  of the
number of  Subscribers,  is connected to the services  furnished by the Company,
and with  respect to whom  condition  (i) below and one of  conditions  (ii) and
(iii) below is met.

          (i) the  services  furnished  by the  Company to that person have been
     invoiced on a monthly  basis at a time  consistent  with the system's  past
     practices;

          (ii) if services had been  furnished  for a period for which more than
     two  invoices  have been issued,  no debt in respect of a monthly  invoice,
     other than the three monthly invoices due prior to such date is outstanding
     (including debt outstanding under a refinancing plan) or have been released
     or otherwise  discharged  without  payment since August 1, 1997,  PROVIDED,
     HOWEVER,  that a person owing any such invoice under a refinancing  plan of
     which at least  THREE  installments  have been paid at that date and who is
     not in arrears with respect to any installment thereof will be considered a
     Subscriber; and


                                       6
<PAGE>

          (iii) if services  had been  furnished  for a period  shorter than the
     period  contemplated  in (ii)  above,  that  person  has paid  either (a) a
     connection charge not lower than 50% of the system's regular monthly charge
     or (b) a monthly invoice in advance.

     If a person has been  connected  to the  services  under a  temporary  sale
promotion,  that person shall be counted as a fraction of subscriber in the same
proportion  as the monthly  charge paid by that person bears to the then regular
monthly charge.  For the purposes hereof  "temporary sale promotion" shall mean,
with respect to any system, any temporary discount, rebate or other reduction in
the system's  monthly charge for the purpose of gaining new  subscribers for the
system, and "regular monthly charge" shall mean, with respect to any system, the
monthly  charge  invoiced to the persons  connected to that system under no such
promotion or other preference,  as shown in the relevant management reports. For
systems that  normally  offer a discount  for  invoices  paid within a specified
time, the discounted amount shall be deemed to be the regular monthly charge.

     If a person  connected to the services  enjoys a  preference  charge,  that
person shall be counted as a fraction of  subscriber  in the same  proportion as
the monthly charge paid by that person bears to the then regular monthly charge.
For the purposes  hereof  "preference  charge"  shall mean,  with respect to any
system owned by the Company,  any charge lower than the regular  monthly  charge
(as defined  above)  provided for by the Company  under any program other than a
temporary sale promotion.

     If a person  connected to the services  pays more than the regular  monthly
service charge, then that person shall be counted as more than one subscriber in
a manner comparable to that used above for persons who pay less than the regular
monthly charge.

SYSTEM:  A  complete   multi-channel   subscription   television  reception  and
distribution system consisting of one or more head-ends, trunk cable, subscriber
drops  and  associated  electronic  equipment  that is or is  capable  of  being
operated as an independent system without interconnections to other systems.

TAX: Any tax or payment of any kind required  pursuant to any Law, to be paid to
any Governmental Authority.

TITLE  DOCUMENTS:  Any deed,  grant of easement,  certificate  of title or other
document  which  confirms or vests  title or  ownership  of any  property or any
interest in Assets in any Person.

US$:  United States Dollars.

                                       7
<PAGE>

                                    ARTICLE 2
                                PURCHASE OF STOCK

     2.1 PURPOSE OF AGREEMENT.

         (a) On the Closing Date, the Sellers agree to sell, assign and transfer
to the  Buyer  and the  Buyer  agrees  to  purchase,  pursuant  to the terms and
conditions of this Agreement, the Shares.


         (b) If one or more of the  Sellers or their  Affiliates  acquire any of
the Local Group  Shares at or before the  Closing,  then the Buyer agrees to buy
such Local Group  Shares at the  Closing  and Sellers  agree to sell them at the
Closing to the Buyer. In that event, Sellers or such Affiliates will transfer to
the Buyer their rights under the Local Group Purchase  Agreement at the Closing;
such transfer will be made pursuant to an assignment agreement  substantially in
the form attached hereto as Exhibit B-2.

         (c) This Agreement includes (i) the transfer by Sellers to Buyer of all
of the Rights  arising on the Closing Date and (ii) the assignment by Sellers to
Buyer of all of Sellers'  rights and obligations  under the Applicable  Purchase
Agreements,  to the extent such rights and obligations are assignable  under the
respective terms of such Applicable Purchase Agreements.

     2.2 CLOSING.

         (a) The  Closing  of the  purchase  and  sale  of the  Shares  and,  if
applicable,  the Local Group  Shares (the  "Closing")  will occur on October 29,
1997 at 1:00 p.m. Buenos Aires time. The Closing shall take place at the offices
of Estudio Beccar Varela, Buenos Aires, Argentina.

         (b) At the Closing (i) the  Sellers  will  deliver to the Buyer any and
all  certificates  representing  the Shares and, if applicable,  the Local Group
Shares,  and will take all necessary  acts to perfect the transfer of the Shares
and, if  applicable,  the Local Group Shares,  and note in the name of the Buyer
and/or the company that the Buyer may designate  the transfer in the  Companies'
Stock Registry Books, free of Liens and Restrictions,  with the exception of the
authorization  provided for in Article 46 clause (f) of the Broadcasting Law, if
applicable,  and (ii) UIHA will assign to the Buyer all of its rights  under the
Local Group Purchase Agreement.

     2.3 PAYMENT OF PURCHASE PRICE.

         2.3.1 INITIAL  PAYMENT:  Upon  execution of this Agreement by the Buyer
and the Sellers, the Buyer will pay to the Sellers the sum of US$2,176,405.00 as
partial payment of the Purchase Price.

         2.3.2  ESCROW  DEPOSIT.  US$5,441,014.00  of the  Purchase  Price  (the
"Escrow  Deposit")  will be paid at the Closing by way of a deposit on behalf of
the Buyer in an escrow  account (the "Escrow  Account")  with Colorado  National
Bank N.A. or such other escrow agent as the Parties  shall agree,  with which an
agreement will be signed  substantially in the form attached hereto as Exhibit A
(the "Escrow  Agreement").  The Escrow Account will be governed by the terms and
conditions of the Escrow Agreement.

         2.3.3 CLOSING PAYMENTS. The remainder of the Purchase Price, determined
pursuant to Section 2.4(a) (the "Closing Payment"),  will be paid to the Sellers
at the Closing.

                                       8
<PAGE>

     2.4 DETERMINATION OF PURCHASE PRICE. For purposes of the Closing Payment to
be made  pursuant to Section  2.3.3,  the Purchase  Price will be  determined as
follows:

         (a) Sellers will deliver to the Buyer,  not less than two Business Days
prior to the Closing, a certificate  setting forth a good faith estimate,  based
on August  31,  1997  numbers,  of (A) the total  number of  Subscribers  to the
Companies' Systems as of the Closing Date, (B) the Closing Liabilities,  (C) the
Closing Current Assets,  and (D) the Purchase Price. The Closing Payment will be
(i) the Purchase Price shown on that certificate,  as updated from time to time,
with respect to the Companies  (the  "Estimated  Purchase  Price") plus interest
thereon  from  October  17, 1997 until the Closing at the rate of 14% per annum,
minus (ii) the partial  payment  described in Section  2.3.1 and minus (iii) the
Escrow Deposit.

         (b) Within thirty days after the Closing  Date,  the Buyer will deliver
to the Sellers'  Representative  a statement  (the "Purchase  Price  Statement")
showing  (i) the number of  Subscribers  at the Closing  Date,  (ii) the Closing
Liabilities,  (iii) the Closing  Current Assets and (iv) the resulting  Purchase
Price,  and  specifying  in  reasonable  detail  how  each of  those  items  was
calculated.  In order to expedite calculation of the Purchase Price, the Sellers
will  cooperate  with the Buyer prior to the  Closing in the Buyer's  efforts to
prepare to audit the number of  Subscribers at the Closing Date and to determine
the Closing  Liabilities and Closing  Current Assets.  The Buyer will permit the
Sellers'  Representative  or its designee to participate in the Buyer's audit of
the number of Subscribers at the Closing Date.  Schedule  2.4(b) details certain
valuation  criteria to be used for auditing or  arbitration  purposes.  If Buyer
does not deliver the Purchase Price Statement  within this 30-day period,  Buyer
will have no right to assert that the Purchase Price is lower than the Estimated
Purchase Price.

         (c) The Purchase  Price shown on the Purchase  Price  Statement will be
deemed to be the final Purchase Price unless,  within ten days after it receives
the Purchase Price Statement,  the Sellers' Representative delivers to the Buyer
a notice (a "Dispute Notice") stating that the calculation of the Purchase Price
was not correct and  specifying in  reasonable  detail each item on the Purchase
Price  Statement that the Sellers'  Representative  disputes,  and the amount in
dispute with regard to each of those items.

         (d) If a Dispute  Notice is  delivered  to the Buyer within the ten day
period described in subparagraph (c), the Buyer and the Sellers'  Representative
will attempt to reach an agreement  within five days after the Dispute Notice is
delivered with regard to each item specified in the Dispute Notice. If the Buyer
and the Sellers'  Representative fail to agree within that five day period as to
any items,  KPMG Peat Marwick or another firm of accountants  agreed upon by the
Buyer and the Sellers'  Representative  (the  "Accountants") will be retained to
resolve  the  dispute as to those  items  (with the Buyer and the  Sellers  each
paying half the cost of the  Accountants).  The determination of the Accountants
as to each item will be final and  binding on the  Parties.  The final  Purchase
Price will reflect all  adjustments  to the Purchase Price shown on the Purchase
Price   Statement   that  are  agreed  upon  by  the  Buyer  and  the   Sellers'
Representative or are determined by the Accountants.

                                       9

<PAGE>

         (e) Within three days after the Purchase  Price  Statement is delivered
to the Sellers'  Representative,  the Buyer will pay the Sellers the amount,  if
any, by which the Purchase Price shown on the Purchase Price  Statement  exceeds
the Estimated Purchase Price.

         (f) Within  three days after the  Dispute  Notice is  delivered  to the
Buyer (or the time to deliver a Dispute Notice expires  without a Dispute Notice
being delivered),  the Buyer and the Sellers'  Representative  will instruct the
Escrow  Agent (i) to pay the  Buyer the  amount,  if any,  by which,  if all the
Disputed  Items were resolved in favor of Sellers,  the Purchase  Price would be
less than the Estimated  Purchase  Price, or (ii) to pay the Sellers the amount,
if any, by which if all the Disputed  Items were resolved in favor of the Buyer,
the Purchase  Price would be more than the  Estimated  Purchase  Price minus the
amount of the Escrow  Deposit.  If, even if all the Disputed items were resolved
in favor of the  Sellers,  the Purchase  Price would be less than the  Estimated
Purchase  Price  minus the  amount of the Escrow  Deposit,  at the same time the
instruction is delivered to the Escrow Agent, the Sellers will pay the Buyer the
amount by which the Purchase  Price shown on the Purchase  Price  Statement plus
the total of all the Disputed  Items is less than the Estimated  Purchase  Price
minus the amount of the Escrow Deposit.  If, even if all the Disputed Items were
resolved  in favor of the  Buyer,  the  Purchase  Price  would be more  than the
Estimated  Purchase  Price, at the same time the instruction is delivered to the
Escrow  Agent,  the Buyer will pay the Sellers the amount by which the  Purchase
Price shown on the Purchase Price Statement is more than the Estimated  Purchase
Price.

         (g) If a Dispute  Notice is delivered  to the Buyer,  within three days
after any  disputed  item is resolved by agreement of the Buyer and the Sellers'
Representative  in a manner that increases the Purchase Price, the Buyer and the
Sellers will instruct the Escrow Agent to pay the Sellers (or,  after the entire
Escrow Deposit has been paid to the Sellers, the Buyer will pay the Sellers) the
amount by which the Purchase Price is increased.

         (h)  Within  three days after the final  Purchase  Price is  determined
(whether because the Sellers'  Representative  did not deliver a Dispute Notice,
because  of  agreement  between  the  Buyer  and the  Sellers  or  because  of a
determination  of the  Accountants),  the Buyer and the Sellers'  Representative
will  instruct  the Escrow  Agent to pay to the  Sellers any amount by which the
final  Purchase  Price exceeds the payments  previously  made with regard to the
Purchase Price (including any payment being made under  subparagraph (e), (f) or
(g)), and to pay the balance of the Escrow  Deposit to the Buyer.  If the amount
by which the final Purchase Price is greater than the payments  previously  made
with regard to the  Purchase  Price  exceeds  the balance of the Escrow  Deposit
being  held by the Escrow  Agent,  within  three  days after the final  Purchase
Deposit is  determined,  the Buyer will pay the  Sellers an amount  equal to the
excess.

         (i) When the Purchase Price is finally determined, the income earned on
the Escrow  Deposit will be paid to the Sellers and the Buyer in  proportion  to
the portions of the Escrow Deposit paid to each of them.

         (j) If the amount of the Escrow  Deposit being held by the Escrow Agent
on December 1, 1997 exceeds US$2,176,405,  on December 1, 1997, the Escrow Agent
will pay the  excess  above  US$2,176,405  to the  Sellers.  If,  when the final

                                       10

<PAGE>

Purchase Price is  determined,  the amount the Sellers have received with regard
to the Purchase Price,  including the sum distributed under this subparagraph on
December 1, 1997, exceeds the final Purchase Price,  within three days after the
final  Purchase  Price is  determined,  the Sellers will pay the Buyer an amount
equal to the excess.

     2.5 EFFECTIVENESS OF PAYMENT AND PERFORMANCE. Each Seller acknowledges that
payment in accordance with Section 2.6 will  constitute  payment to such Seller.
Buyer acknowledges that Sellers may rely on any written  instructions  delivered
by Buyer  hereunder  and that  delivery  of the Shares in  accordance  with such
written  instructions  shall be effective  delivery of such Shares hereunder for
all purposes.

     2.6 FORM OF PAYMENT.  All  payments to be made  pursuant to this  Agreement
shall be made to the Sellers'  Representative  by wire  transfer of  immediately
available   funds  to  such  bank   accounts  as  are   specified   by  Sellers'
Representative  to Buyer in  writing  at least  two  Business  Days  before  the
Closing.
                   
     2.7 SANTO TOME.  UIHA may enter into an  agreement  to purchase  all of the
outstanding stock of Cablevideo Santo Tome S.A. (the "Santo Tome Shares").  Such
an agreement (the "Santo Tome Purchase Agreement") will contain  representations
and warranties substantially similar to those set forth in this Agreement,  will
have a purchase price determined  pursuant to a formula  substantially  the same
(except for the price per  subscriber)  as is contained in Clause  (a)(i) of the
definition  of  Purchase  Price in this  Agreement,  and will call for a closing
eight months  after the Closing  under this  Agreement.  If UIHA so acquires the
Santo Tome Shares,  then  immediately  thereafter  UIHA will sell such shares to
Buyer and Buyer  agrees to purchase  them at that time.  The price for such sale
and purchase  will be exactly the same as the price for UIHA's  purchase of such
shares  pursuant to the Santo Tome  Purchase  Agreement,  except that the amount
contributed to the purchase  price for each Santo Tome  subscriber to be paid by
Buyer  shall be US$950  rather  than the  amount  specified  in the  Santo  Tome
Purchase Agreement (minus closing  liabilities and closing current assets in the
same manner as provided in this  Agreement).  At the Closing of Buyer's purchase
of the Santo Tome Shares from UIHA, Buyer will pay to UIHA the total amount paid
by UIHA  under the Santo  Tome  Purchase  Agreement  (whether  paid to the Local
Group,  paid into escrow or otherwise)  less the product of (a) the total number
of  subscribers  to the Santo Tome system as determined  in accordance  with the
Santo  Tome  Purchase  Agreement,   which  shall  equal  the  actual  number  of
subscribers  of Santo Tome System  computed as of the Closing Date,  and (b) the
difference  between  (i) the price per  subscriber  paid by Seller for the Santo
Tome  Shares  less (ii)  US$950.  UIHA  will then  assign to Buyer all of UIHA's
rights  under the Santo Tome  Purchase  Agreement  and Buyer will  assume all of
UIHA's obligations under the Santo Tome Purchase  Agreement.  In connection with
the sale of the Santo Tome Shares to Buyer,  neither  UIHA nor any other  Seller
make any  representation  or warranty  whatsoever.  Buyer's  sole rights in that
regard  shall be  through  succession  to UIHA's  rights  under  the Santo  Tome
Purchase  Agreement.  If for any  reason  UIHA does not  acquire  the Santo Tome
Shares  pursuant to the Santo Tome  Purchase  Agreement,  then UIHA shall not be
obligated to sell such shares to Buyer.  If UIHA does acquire such shares,  then
Buyer's  obligation to purchase  such shares from UIHA in  accordance  with this
paragraph shall be absolute and unconditional.


                                       11
<PAGE>

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

     Each Seller represents and warrants, except as disclosed on the annexes and
schedules of the Applicable Purchase  Agreements,  to Buyer the following.  With
respect to each Company,  the  representations and warranties made by Sellers in
or  pursuant to this  Agreement  apply only to events  that  occurred  after the
Sellers  acquired  at  least  majority  ownership  of  such  Company  ("Majority
Ownership Date").  Accordingly,  no such representation  and/or warranty will be
deemed to have been untrue or  inaccurate  when made with respect to any Company
unless  (and then only to the  extent  that) an event  that  occurred  after the
Majority Ownership Date caused such  representation and warranty to be untrue or
inaccurate  when made.  Finally,  the  representations  and warranties set forth
below do not apply to the Local Group  Shares.  With  respect to the Local Group
Shares, the only  representations  and warranties being made are those set forth
in the Local  Group  Purchase  Agreement,  and those are being  made only by the
members of the Local Group.

     3.1(a) THE SELLERS.

         3.1(a)(1).  Each of the Sellers is a corporation,  sociedad  anonima or
limited  liability company duly organized and validly existing under the Laws of
the jurisdiction of its incorporation or organization.

         3.1(a)(2). This Agreement is a valid obligation, binding on each of the
Sellers,  and is  enforceable  against  each of them  pursuant  to the terms and
conditions  hereof.  Each  Additional  Agreement  to which any Seller is a party
will, at the Closing,  have been duly signed and executed by each of the Sellers
and will be a valid obligation,  binding on and enforceable against each of them
pursuant to the terms thereof.

     3.1(b) THE COMPANIES.

         3.1(b)(1). Each of the Holding Company and the Operating Companies is a
corporation  ("sociedad  anonima") duly incorporated and validly existing and in
good standing under the Laws of the Republic of Argentina.

         3.1(b)(2).  Except as set forth on Schedule 3.8.3,  each of the Holding
Company  and,  to the  Sellers'  knowledge,  the  Operating  Companies  has  all
requisite  corporate  powers  (and,  to  the  Sellers'  knowledge,  each  of the
Operating Companies holds a license) to operate the Systems, as well as to carry
out its  activities  as it has done  until  now and to be the owner of and/or to
lease and/or to use and/or to manage its property in the way it uses and manages
same at present and  according to the annexes and  schedules  of the  Applicable
Purchase Agreements. Each of the Holding Company and, to the Sellers' knowledge,
the Operating Companies is duly qualified to engage in and transact business and
is in  good  standing  in  each  jurisdiction  in  which  the  character  of the
properties  owned,  leased,  used or managed by it or the nature of the business
conducted  by it  require it to be so  qualified.  The  representations  in this
Section  3.1(b)(2) do not include  approval by COMFER of the  Sellers'  indirect
acquisition  of shares of the Operating  Companies,  which  approval has not yet
been obtained.

                                       12
<PAGE>

         3.1(b)(3).  The Sellers have previously  delivered or made available in
Argentina to Buyer  complete and accurate  copies of each of the  Companies' (a)
Corporate  Bylaws as amended from time to time, (b) all the minutes of its board
meetings or shareholders'  meetings furnished to the Sellers in conjunction with
the Applicable  Purchase Agreements and since the ownership of the Shares by the
Sellers, and (c) its stock registers,  validly reflecting any and all issuances,
reissuances,  cancellations  and  transfers  of each of the  Companies'  capital
stock.

         3.1(b)(4).  Except as set forth on  Schedule I or  Schedule  3.1(b)(4),
none of the Companies owns any equity interest or any other obligation or equity
security of any other Person.

     3.2 NO VIOLATION; CONSENTS:

         3.2.1 The  execution  and  delivery  of this  Agreement  by each of the
Sellers and of any  Additional  Agreement to be executed and delivered by any of
them, as well as the performance of their respective  obligations  hereunder and
thereunder and the  consummation  of the  transactions  contemplated  herein and
therein will not violate any provision of Law and, with or without the giving of
notice or the passage of time, will not conflict with or result in any breach of
any of the terms and conditions of, nor will  constitute a default  pursuant to,
the Companies' Governing Documents or of any Contract of the Holding Company or,
to the Sellers' knowledge, any of the Operating Companies.

         3.2.2 Schedule 3.2 lists all Persons  (including,  without  limitation,
Governmental Authorities,  shareholders and creditors,  parties to any necessary
License and parties to any other  Contract)  whose approval or consent,  or with
whom  the  filing  of any  certificate,  notice,  application,  report  or other
document is legally or  contractually  required or necessary in connection  with
the  execution,  delivery  or  performance  of  this  Agreement  or  any  of the
Additional Agreements, by Sellers (the "Required Consents").

     3.3 CAPITAL STOCK.

         3.3.1 The authorized capital stock and the capital stock that is issued
and outstanding of each of the Companies is set forth on Schedule 3.3.1.  Except
as set  forth  on  Schedule  3.3.1,  all of such  outstanding  shares  are  duly
authorized,  validly  issued,  fully  paid-in and are  subject to no Lien.  With
respect to such shares, there are no obligations to make further  contributions.
Each  Company's  outstanding  capital stock is owned as indicated in Schedule I,
which sets forth the name of each beneficial  owner of such stock and the number
of shares owned by each of them.  Except as set forth on Schedule 3.3.1, none of
the  Sellers  has  created  or is  contractually  bound  to  create  any Lien or
Restriction on the capital stock or any other securities of the Companies.

         3.3.2 Except for the right of first  refusal and related  rights in the
CVI Shareholders Agreement, there are no outstanding options, warrants, calls or
other securities or rights of any kind to acquire, currently or upon the passage
of time or the payment of money or the  occurrence of any other event,  stock or
other  securities of any of the Holding Company and, to the Sellers'  knowledge,
the Operating Companies, nor any contingent or other kind of commitment to issue
any of the foregoing.

                                       13
<PAGE>

     3.4 BROKERS, AGENTS, FINDERS, ETC. Neither the Sellers nor their respective
agents have retained or hired any broker,  agent or finder, nor have they agreed
to pay any fee, commission or similar payment to any person under this Agreement
or under any Additional Agreement or in respect of the transactions contemplated
herein or therein.


     3.5 FINANCIAL STATEMENTS.

         3.5.1 The Sellers have delivered to the Buyer the  following  financial
statements (the "Financial Statements"):

               (i)  The  financial   statements  delivered  to  the  Sellers  in
          conjunction with their acquisition of the Companies;

               (ii) monthly  operating results for April and May, 1997, for each
          of the Operating  Companies,  setting forth month-end  subscribers and
          revenue, expense and EBITDA for such Companies for such months; and

               (iii)  closing  certificates  furnished to Sellers  setting forth
          certain  estimated   information  regarding  numbers  of  subscribers,
          liabilities and working  capital of each of the Companies  received by
          the Sellers in connection with Sellers'  acquisitions of the Companies
          pursuant to the Applicable Purchase Agreements.

         3.5.2 The financial  statements  referred to in Clause (iii) of Section
3.5.1  are  accurate  in all  material  respects,  subject  to  normal  year-end
adjustments  and subject also to debt of such  Companies to the Persons who sold
such Companies to the Sellers incurred under the Applicable Purchase Agreements.
The documents referred to in Clauses (i) and (iii) of Section 3.5.1 are complete
and accurate copies of the documents furnished to Sellers.  Since the applicable
Majority  Ownership  Date,  there  has been no  material  adverse  change in the
financial condition or results of operations of the Companies taken as a whole.

         3.5.3 The books and records of each of the Holding  Company and, to the
Sellers' knowledge,  the Operating Companies are reasonably complete and reflect
the transactions and dispositions of the Assets of each of them adequately.

         3.6 TAXES.  Each Company,  since its Majority  Ownership Date, has duly
and timely filed in proper,  legal and accurate form all reports and tax returns
and has paid all taxes in accordance  with  applicable Law that first became due
during such period.

         3.7  LAWSUITS.  Except as set forth in the annexes and schedules to the
Applicable Purchase  Agreements,  there are no actions,  proceedings,  claims or
investigations  pending or threatened by or before any Governmental Authority to
which the Holding Company or, to the Sellers' knowledge, an Operating Company is
a party in which an adverse determination could reasonably be expected to have a
Material  Adverse  Effect  on the  Companies  taken as a whole  or the  material
Licenses,  Contracts,  Assets or  rights of the  Companies  taken as a whole, or


                                       14

<PAGE>
 
which might question the validity of this  Agreement or of any other  Additional
Agreement, or which seeks to restrain or enjoin the consummation of transactions
contemplated herein or therein.

     3.8 LICENSES.

         3.8.1 To the Sellers'  knowledge,  each of the Operating  Companies has
all material Licenses necessary to construct,  own and operate  commercially the
Systems  of the  Companies  in the  geographical  areas in  which  it  currently
conducts  business,  in each case in full  compliance  with all applicable  Laws
except where such noncompliance would not have a Material Adverse Effect on such
Operating Company. To the Sellers' knowledge,  each of the Operating  Companies'
Licenses is a valid and subsisting  instrument  under  applicable Laws and is in
full force and effect.  To the Sellers'  knowledge,  each License used, held for
use in or necessary for the operation of the Systems of the Operating  Companies
is held by and in the name of each  such  company.  To the  Sellers'  knowledge,
there is no pending application before any Governmental Authority which involves
an Operating Company License. To the Sellers'  knowledge,  none of the Operating
Companies'  Licenses  may be  revoked  during  the  period of issue  unless  the
applicable Operating Company breaches the terms or conditions of such license.

         3.8.2 To the Sellers' knowledge (i) no Operating Company has materially
breached or is in default under any of the Operating  Companies' Licenses except
where such breach or default  would not have a Material  Adverse  Effect on such
Company,  (ii)  the  Systems  of the  Companies,  to the  extent  that  same are
constructed,  have been  constructed in compliance with all applicable  Licenses
and Laws and (iii) no  Operating  Company has  received  any notice of breach or
default under any of its Licenses from any Governmental Authority.

         3.8.3 To the Sellers'  knowledge,  Schedule  3.8.3 sets forth a list of
all pending COMFER authorizations and claims.

     3.9 ASSETS.

         3.9.1 TITLE;  LIENS. To the Sellers'  knowledge,  each of the Operating
Companies  has good and  marketable  title or valid rights to all of its Assets,
free and clear of any Lien,  except (i) Liens for property taxes not delinquent,
(ii)  Liens  that do not  materially  detract  from the  value of the  Assets or
materially  interfere  with the present  use of the Assets,  and (iii) the Liens
listed in the schedules and annexes to the Applicable Purchase Agreements.

         3.9.2  REAL  PROPERTY.  Other  than as  reflected  in the  annexes  and
schedules to the Applicable  Purchase  Agreements,  neither the Holding  Company
nor, to the Sellers' knowledge, the Operating Companies own any Real Property.

         3.9.3  INTELLECTUAL  PROPERTY,   COPYRIGHTS,  PATENTS  AND  TRADEMARKS.
Neither the  Holding  Company  nor, to the  Sellers'  knowledge,  the  Operating
Companies are in violation of any intellectual property right, copyright, patent
or trademark of any Person.

                                       15
<PAGE>

         3.9.4 OPTIONS.  Schedule 3.9.4 sets forth a list of all Options held by
the Holding  Company as of the date hereof and the exercise price per subscriber
of each Option. Buyer acknowledges that exercise of the Options is, by the terms
of the Options,  subject to negotiation  and completion of definitive  documents
and may be subject to negotiation of other terms and other customary conditions,
and some of the Options may expire before Closing.


     3.10 THE SYSTEMS.

         3.10.1  To the  Sellers'  knowledge,  all of the  Equipment  is in good
working order and repair,  complies in all material respects with all applicable
Licenses  and  Laws  and  with  all  rules,  regulations  and  standards  of all
Governmental  Authorities  regarding its intended use. The Holding  Company does
not directly own any material cable television Equipment.

         3.10.2 To the Sellers'  knowledge,  each of the Operating  Companies is
duly  authorized  under  applicable  Laws to distribute to  Subscribers  all the
signals  carried or  proposed  to be carried  and has all  Licenses  required to
operate all earth stations and microwave and other transmission  facilities used
or  proposed  to be used in the  Systems of the  Companies  in  compliance  with
applicable Laws.

     3.11 EMPLOYMENT  MATTERS.  Each of the Holding Company and, to the Seller's
knowledge,  the Operating  Companies (except as covered by Section  9.2(a)(iii))
has fully complied with all applicable labor and social security Laws.

     3.12 INSURANCE. To the Sellers' knowledge, all of the insurance policies of
the Operating  Companies are  outstanding,  valid and  enforceable in accordance
with their  respective  terms,  having  been hired  with  financially  sound and
reputable insurance companies.

     3.13 CONTRACTS AND COMMITMENTS.

         3.13.1 All of the  Contracts/Commitments of the Holding Company and, to
the Sellers'  knowledge,  the  Operating  Companies  (collectively  the "Company
Contracts") are in good standing, valid and effective,  with no material breach,
violation,  default, notice or claim of breach by any party thereto except where
such breach, violation or default would not have a Material Adverse Effect.

         3.13.2 Sellers have made  available to Buyer in Argentina  complete and
accurate copies of all of the Company  Contracts,  and any and all amendments or
modifications thereto.

     3.14  COMPLIANCE.  Each  of  the  Holding  Company  and,  to  the  Sellers'
knowledge,  the Operating  Companies has complied in all material  respects with
all Licenses,  Contracts, and Laws applicable to the conduct of its business and
ownership,  possession,  maintenance  and operation of its properties and Assets
except where such noncompliance would not cause a Material Adverse Effect on the
Companies taken as a whole.

                                       16

<PAGE>

     3.15 NO MISSTATEMENTS OR OMISSIONS.  No  representation or warranty in this
Article Three contains any untrue statement of a material fact or omits to state
a  material  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

     3.16  ENVIRONMENTAL  MATTERS.  To  the  Sellers'  knowledge,  none  of  the
Operating  Companies has received a notice from any Governmental  Authority that
it, or any property it owns or uses,  is in  violation of any Law or  regulation
relating to protecting the environment.

     3.17 LABOR  MATTERS.  Except as set forth on Schedule  3.17, no employee of
any of the  Companies  is  represented  by any  labor  union,  and no  union  is
attempting to organize or otherwise become the bargaining representative for any
employees of any of the Companies.

     3.18 VENDOR DEBT. Schedule 3.18 shows (a) the amounts as of the date hereof
of all outstanding  debt incurred as deferred payment of the purchase price paid
by Sellers  for the  Companies  and (b) the amount as of the date  hereof of all
funds held in escrow  pursuant  to the  Applicable  Purchase  Agreements.  Buyer
acknowledges  that such amounts are subject to change pending the Closing due to
scheduled  payments,  resolution of  post-closing  purchase  price  adjustments,
accrual of interest and other matters  provided for in the  Applicable  Purchase
Agreements and related documents.


                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     4.1 BUYER.  Buyer is a corporation duly organized,  validly existing and in
good standing  under the Laws of the Republic of  Argentina,  with all requisite
corporate  power and  authority  to  conduct  its  business  and  operations  as
presently  conducted and to execute,  deliver and perform this Agreement and the
other instruments and documents  required hereby to be executed and delivered by
such  Buyer,  and has,  or as of the  Closing  Date will have,  taken all action
required to duly  authorize  such  execution,  delivery  and  performance.  This
Agreement  is,  and the other  instruments  and  documents  to be  executed  and
delivered by Buyer  hereunder or prior to the Closing will be, legal,  valid and
binding  obligations  of  such  Buyer,  enforceable  in  accordance  with  their
respective  terms.  Buyer  represents  that they are  familiar  with any and all
applicable  broadcasting  Laws, in particular with the provisions of Law 22,285,
as amended,  and with any and all obligations to be undertaken by it under same,
and especially  that this Agreement must be submitted to the approval  specified
in Article 46 clause (f) of the Broadcasting Law.

     4.2 NO VIOLATION; BUYER'S CONSENTS.

         4.2.1 The execution and delivery of this  Agreement by Buyer and of any
Additional  Agreement  to be  executed  and  delivered  by it,  as  well  as the
performance of its obligations  hereunder and thereunder and the consummation of
the transactions  contemplated herein and therein will not violate any provision
of Law and,  with or without the giving of notice or the  passage of time,  will
not conflict with or result in any breach of any of the terms and conditions of,
nor will constitute default pursuant to, such Buyer's Governing  Documents or of
any Contract of such Buyer.

                                       17
<PAGE>

         4.2.2 Except for COMFER if applicable, there are no Persons (including,
without  limitation,  Governmental  Authorities,   shareholders  and  creditors,
parties  to any  necessary  License  and  parties to any other  Contract)  whose
approval  or  consent,  or with  whom the  filing  of any  certificate,  notice,
application,  report or other document is legally or  contractually  required or
necessary in connection  with the  execution,  delivery or  performance  of this
Agreement or any of the Additional Agreements by Buyer.


     4.3 BROKERS,  AGENTS,  FINDERS,  ETC. Neither the Buyer nor its agents have
retained or hired any broker,  agent or finder,  nor have they agreed to pay any
fee,  commission or similar  payment to any person under this Agreement or under
any Additional  Agreement or in respect of the transactions  contemplated herein
or therein,  except for Integra  Financial  Services LLC, Smith Barney,  and ING
Bank ("ING"). Any obligations arising under any of the arrangements described in
the preceding  sentence will be the sole obligation of Buyer, and no Seller will
have any liability therefor.


                                    ARTICLE 5
             CONDUCT PENDING THE CLOSING AND POST-CLOSING COVENANTS

     Pending the closing and,  with  respect to Section  5.10 for the  specified
period after the Closing, and except as otherwise approved by the other Party in
writing, the Parties agree as follows:

     5.1  BUSINESS  IN  ORDINARY  COURSE.   The  Companies  will  conduct  their
respective  businesses  diligently,  in good faith and in the  ordinary  course,
consistent with past practices and in compliance  with all applicable  Laws, and
will not engage in any transaction, including, without limitation, entering into
or amending any Contract,  incurring  any  liability or obligation  (absolute or
contingent),  or making any advance or  expenditure,  other than in the ordinary
course of business, nor will they change their business policies or practices in
any material  respect.  The Companies will not acquire any customers of a System
by promotional  incentives or discounts exceeding those customarily given in the
cable industry in Argentina.

     5.2 BOOKS AND RECORDS.  The Companies  will keep their books,  accounts and
records in the usual,  regular and ordinary manner, in accordance with generally
accepted  accounting  principles in Argentina and good business  practice,  on a
basis  consistent  with prior years.  The Companies will keep their minute books
accurately and will close their stock  transfer books until the Closing,  except
to the extent necessary to comply with the terms of this Agreement.

     5.3 REPRESENTATIONS AND WARRANTIES.  Each of the Sellers and Buyer will not
intentionally  take any  action or omit to take any  action  that would or might
result in any of the representations and warranties made in Article 3 or Article
4, respectively, being untrue or incomplete in any material respect. Each of the
Sellers  and Buyer will  otherwise  use their  best  efforts to cause all of the
conditions in Article 6 and Article 7 hereof,  respectively,  to be satisfied as
promptly as practicable, but in no event later than October 28, 1997.


                                       18
<PAGE>

     5.4 LITIGATION  DURING  INTERIM  PERIOD.  The Sellers will promptly  advise
Buyer in writing of any material assertion, commencement or threat of any claim,
litigation, proceeding,  investigation or demand where a court or administrative
restraining order, injunction,  preliminary injunction,  monetary damages or any
other Judgment is sought to which a Company is or may be made a party,  by which
the Assets or  businesses  of a Company may be affected,  or which relates to or
may affect the transactions contemplated hereby.

     5.5 FULL ACCESS.  The Sellers will afford to the Buyer,  and its attorneys,
accountants and other  authorized  representatives,  full access to its offices,
properties,  personnel,  books and records in order that the Buyer may have full
opportunity to make such reasonable  investigations of the Companies' affairs as
it will desire. The Sellers will cause their officers,  accountants,  attorneys,
employees and agents to cooperate with the Buyer and to make full  disclosure to
the Buyer of such additional information regarding the Companies as the Buyer or
its agents may reasonably request.

     5.6 ASSISTANCE IN OBTAINING REQUIRED APPROVALS.  The Sellers will each take
all such legal and  regulatory  steps as are  reasonably  possible to obtain the
Required  Consents prior to the Closing,  and will keep the Buyer fully informed
in writing of their progress in such regard.  Buyer will fully cooperate in this
regard.

     5.7  PROHIBITION  ON DIVIDEND  PAYMENTS  AND  REPURCHASING  OF SHARES.  The
Companies  will not pay any  dividends,  nor  retire  any  amounts on account of
future  dividends,  redeem or  repurchase  any shares of their stock,  or reduce
their  capital,  except that any of the Companies may pay dividends to any other
of the Companies,  and any of the Companies may contribute  funds  downstream to
other of the  Companies (so long as, in the case of a  contribution,  either all
other equity owners contribute  corresponding pro rata amounts or, to the extent
they do not,  Sellers'  equity  interests  in such Company is increased on a pro
rata basis).

     5.8 MAINTAINING LICENSES.  Each of the Operating Companies will maintain in
full force and effect all of its  Licenses  and will  satisfy all Laws and other
requirements necessary for the continued operation of its business.

     5.9 VENDOR DEBT.  At the Closing,  Buyer will assume all  outstanding  debt
incurred  as  deferred  payment of the  purchase  price paid by Sellers  for the
Companies  that is owed by  entities  that are not  being  transferred  to Buyer
hereunder pursuant to an assignment and assumption  agreement  containing normal
and customary terms for similar agreements.

     5.10 UFC AFFILIATION  AGREEMENT.  Buyer shall use its best efforts to enter
into,  within six months after the date hereof,  an  affiliation  agreement with
respect  to the  carriage  of Casa  Club  and The  Family  Channel  through  the
Companies'  Systems,  on terms and conditions  substantially as set forth on the
term sheet  attached  hereto as  Exhibit  C,  along  with such  other  terms and
conditions as are customary for agreements with respect to such matters.


                                       19
<PAGE>

                                   ARTICLE 6
                        CONDITIONS OF BUYER'S OBLIGATIONS


     6.1 CLOSING. Buyer's obligation to pay the Purchase Price is subject to the
satisfaction or written waiver of the following conditions:

         (a)  STOCK  TRANSFER.  That the  Sellers  deliver  to Buyer  all of the
certificates  representing  the  Shares  and,  subject  to  the  closing  of the
transactions  contemplated under the Local Group Purchase  Agreement,  the Local
Group  Shares,  and do all acts  necessary to perfect the transfer of the Shares
and,  if  applicable,  the Local  Group  Shares in the name of Buyer  and/or any
company that Buyer  indicates in the Stock Registry book of the Companies,  free
of  Liens  or  undisclosed   Restrictions,   subject  to  the  approval  of  the
authorization provided for in Art. 46(f) of the Broadcasting Law, if applicable.

         (b) CORPORATE ACTIONS. All corporate or other actions necessary for (i)
the execution,  delivery and performance of this Agreement and of the Additional
Agreements by the Sellers, (ii) the completion of the transactions  contemplated
herein and therein,  and (iii) implementing the annotations that are required in
the  corporate  record books in order to  effectuate  the transfer of the Shares
and, if applicable,  the Local Group Shares to the Buyer,  free of all Liens and
undisclosed  Restrictions,  will have been duly and validly taken and will be in
full force and effect.

         (c)  PERFORMANCE.  The  Sellers  will have  performed  in all  material
respects all obligations  under this Agreement and the Additional  Agreements to
be performed by them at or prior to the Closing.

         (d) TRUE  AND  COMPLETE  REPRESENTATIONS  AND  WARRANTIES.  Each of the
representations and warranties made to Buyer in or pursuant to this Agreement or
any  Additional  Agreement  will be true and complete in all material  respects,
both when made and as of  Closing,  with the same effect as if made at and as of
the time of Closing.

         (e) NO  GOVERNMENTAL  PROCEEDINGS.  No provision of any applicable Laws
will  apply,  with the  exception  of those  stemming  from  the Law  22,285  on
Broadcasting,  and no  Judgment  will exist so as to prevent  completion  of the
transactions  contemplated  in this  Agreement or in any  Additional  Agreement,
questioning the legality or validity of such transactions or otherwise  alleging
damage as the result of such transactions,  or where damages resulting from such
transactions might be claimed, nor any pending or threatened proceeding in which
any  Person  seeks  or may take any such  action.  None of the  Parties  to this
Agreement  will have been  notified of the present  intention of any  Government
Authority  or of  the  legal  representative  thereof  to  bring  an  action  or
proceeding  challenging  or  enjoining  completion  of  any  other  transactions
contemplated herein or in any Additional Agreement.


                                    ARTICLE 7
                       CONDITIONS OF SELLERS' OBLIGATIONS

     The  obligation  of the  Sellers  to  complete  Closing  is  subject to the
satisfaction  or written  waiver by the Sellers'  Representative  of each of the
following conditions:

                                       20
<PAGE>

     7.1  PERFORMANCE  BY BUYER.  Buyer  will  have  performed  in all  material
respects all of Buyer's  obligations  hereunder and under each of the Additional
Agreements.

     7.2 TRUTH OF REPRESENTATIONS  AND WARRANTIES.  Each of the  representations
and warranties made by the Buyer pursuant to this Agreement or to any Additional
Agreement  will be true and complete in all material  respects and will have the
same effects whether made at or prior to the date of transfer of the Shares and,
if applicable, the Local Group Shares.

     7.3 NO GOVERNMENTAL PROCEEDINGS. As regards Buyer, there will not exist any
provision of  applicable  Laws nor any  Judgment  preventing  completion  of the
transactions contemplated herein or in any Additional Agreement, questioning the
legality or validity of such  transactions  or claiming  damages  resulting from
such transactions,  nor any pending or threatened proceeding in which any Person
seeks or may take any such action.  None of the Parties to this  Agreement  will
have been  notified of the firm and  nonappealable  intention of the  applicable
authority by which the consummation of this Agreement is prohibited.

     7.4 BAHIA  BLANCA  CLOSING.  The closing of the  transactions  contemplated
under the Bahia Blanca Agreement and the Comodoro  Agreement shall have occurred
and  Sellers  shall  have  received  payment  in  full  of  the  purchase  price
thereunder.

     7.5 ING COMFORT  LETTER.  Sellers shall have received a comfort letter from
ING, in form and substance acceptable to Sellers,  stating that ING will use its
best  efforts  to be  ready  to loan to Buyer  on the  Closing  Date the  entire
purchase price under this Agreement by Buyer.


                                    ARTICLE 8
                                 CONFIDENTIALITY

     8.1 GENERAL.  Any information or document that any Party hereto provides to
the  other  Party or that a Party  develops  in the  course  of  completing  the
transactions contemplated herein, with the exception of information or documents
that are publicly  available other than through a breach by the disclosing Party
of any agreement with any Seller or Buyer,  will be treated as confidential  and
proprietary and will not be disclosed to any third party,  with the exception of
investment banks and other  consultants who agree in writing to comply with this
Section 8.1 or as otherwise  consented to in writing by the Sellers or Buyer, as
applicable.  The  Parties  will  attempt to  identify  any and all  confidential
information specifically as such. The Party infringing confidentiality as agreed
herein will  indemnify  the other Party to the extent of the damages  which were
caused.

     8.2  PUBLIC  ANNOUNCEMENTS.  None of  Sellers or Buyer will issue any press
release  or make  any  other  public  disclosure  relating  to the  transactions
contemplated  herein  without the prior written  consent in each instance of the
other. Section 8.1 and this Section 8.2, however, will not apply to or limit any
Party's  ability to make such  public  announcements  or  disclosures  as it may
consider necessary or appropriate  pursuant to the reporting  requirements under
U.S.A. securities  Laws or other  applicable Law. Also excepted from Section 8.1

                                       21

<PAGE>

and this  Section 8.2 are the annual and other  periodic  reports and  financial
statements  legally  prepared and released in the ordinary course of business by
the Parties hereto.


                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

     9.1 SURVIVAL. Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, and Articles 8, 9, and
11 hereof will survive Closing and will not cease except when expressly provided
therein.  The provisions of this Agreement,  including all  representations  and
warranties of the Parties hereto and any certificate  delivered pursuant to this
Agreement,  will  survive  Closing and will  terminate on the earlier of 30 days
after completion of the audit of Buyer's financial statements for the year ended
December 31, 1998 or June 30, 1999.  The  obligation to indemnify  will apply to
any of the foregoing  matters for any claim made prior to the  expiration of the
limitation   period  that  was  not   resolved   within  said  period  of  time.
Notwithstanding  the foregoing,  the provisions  under Section 9.3 shall survive
the  Closing and will remain in full force and effect for a period of five years
thereafter.

     9.2 INDEMNIFICATION.

         (a) Each of the Sellers  agrees to indemnify  Buyer with respect to any
loss, claim,  damage,  liability (or actions or procedures in relation to these)
and expenses that Buyer, their Affiliates, officers, employees, shareholders and
advisors  (henceforward the "Indemnified Persons") may have suffered in relation
to or arising out of:

               (i) the inaccuracy when made of any  representation  and warranty
          made by  Sellers in or  pursuant  to this  Agreement,  but only to the
          extent that the event or circumstance that caused such  representation
          and warranty to be inaccurate first occurred or existed after Seller's
          acquisition  of the Company with respect to which such  representation
          and warranty was inaccurate;

               (ii)  non-performance  on the part of any of the  Sellers  of any
          obligation made in this Agreement or the Additional Agreements; or

               (iii) any  failure by an  Operating  Company to comply with labor
          and social  security  Laws after the Majority  Ownership  Date of such
          Operating Company and before the Closing.

         (b) Immediately after receipt by an Indemnified Person of notice of any
action,  proceeding,  claim, or potential claim (an "Asserted Claim") that could
give rise to a right to  indemnification  under this  Agreement,  the Buyer will
give the Sellers'  Representative written notice of the Asserted Claim. Delay in
giving  this  notice  will  not  affect  the   Indemnified   Party's   right  to
indemnification  to the  extent it is  demonstrated  that the  interests  of the
Sellers have not been prejudiced due to such delay.

         (c) The Sellers'  Representative  may assume and control the defense of
such Asserted  Claim (with  counsel  reasonably  acceptable  to the  Indemnified

                                       22

<PAGE>

Person) if it affirms the obligation of the Sellers to indemnify the Indemnified
Person with respect to such Asserted Claim.  Notwithstanding the foregoing,  the
Indemnified  Person  will have the right to hire its own  counsel and to control
the defense or settlement  in any such action,  at the expense of the Sellers if
(i) the action involves a conflict of interest  between the  Indemnified  Person
and the Sellers,  (ii) the Sellers'  Representative has not assumed such defense
to the reasonable  satisfaction  of the  Indemnified  Person within a reasonable
time after receiving notice of the Asserted Claim from the Indemnified Person or
(iii) the  Asserted  Claim  could have a Material  Adverse  Effect on any of the
business  of the  Indemnified  Person.  The  Sellers'  Representative  agrees to
cooperate  with the  Indemnified  Person in order to  enable  their  counsel  to
participate  in the defense and to deliver to the  Indemnified  Person copies of
all  pleadings  and  other  information  within  the  Sellers'  Representative's
knowledge or possession  reasonably  requested by the Indemnified Person that is
relevant to the defense of any such claim or demand. The Sellers' Representative
will maintain  confidentiality  with respect to all such information  consistent
with the conduct of a defense hereunder.

         (d) Neither the Indemnified Person nor the Sellers'  Representative may
consent to the  rendering of a judgment  with  respect to the Asserted  Claim or
enter into a settlement  with respect to the Asserted  Claim if such judgment or
settlement  does not  unconditionally  release  the  Sellers or the  Indemnified
Person,  as the case may be, from all liability with respect thereto without the
consent of such Party. Such consent cannot be unreasonably withheld.

         (e) Notwithstanding any other provision of this Agreement, (i) Sellers'
indemnification  obligations  will not  apply  until  the  cumulative  amount of
Buyer's  indemnifiable  claims exceed  US$200,000 (ii) in no event will Sellers'
indemnification obligation under this Agreement exceed US$10,882,027, except for
a breach  arising from  Sellers'  inability  to transfer  the Shares,  and (iii)
Buyer's  sole  remedy  for any breach of this  Agreement  or  inaccuracy  of any
representation  or  warranty  made in or  pursuant  to this  Agreement  shall be
indemnification pursuant to this Article Nine.

         (f) The  provisions of  paragraphs  (a) through (e) of this Section 9.2
also shall apply to Buyer as an  indemnifying  party and the  Sellers,  entities
controlling,  controlled  by and under  common  control  with  Sellers and their
respective  officers,  employees,   shareholders  and  advisers  as  Indemnified
Persons,  with  references  therein  to Buyer  being read as  references  to the
Sellers and all references to the Sellers or the Sellers'  Representative  being
read as references to the Buyer except that clause (ii) of Section  9.2(e) shall
not apply with respect to any loss, claim,  damage liability or expense suffered
by Sellers or any  Affiliate of any Seller as a result of (i) a failure by Buyer
to complete  the  Closing in breach of this  Agreement  or (ii) with  respect to
Sellers'  guarantees of  indebtedness  incurred in connection  with the Sellers'
acquisition  of the Companies  under any  Applicable  Purchase  Agreement or any
related agreement including, without limitation,  Buyer's assumption of Sellers'
obligations  under the Local  Group  Purchase  Agreement  and/or  the Santo Tome
Purchase Agreement

     9.3 INDEMNIFICATION AGAINST CLOSING DATE LIABILITIES.

         (a) The Sellers  jointly and  severally  agree to  indemnify  the Buyer
against,  and reimburse the Buyer for, any amount by which the total payments by

                                       23

<PAGE>

the Companies after the Closing Date of obligations which existed at the Closing
Date or  relate  to  periods  prior  to the  Closing  Date  (net of any  amounts
collected  out of escrow  accounts  referred  to in the  definition  of  Closing
Liabilities),  whether  or not the  payments  are of  liabilities  known  to the
Sellers or the  Companies on the Closing  Date,  exceed the Closing  Liabilities
included in the  calculation  of the Purchase  Price made as provided in Section
2.4.  The amount of  indemnification  will be  adjusted to reflect the extent to
which the Buyer  acquires  less than 100% of the shares of an entity  that makes
payments  for which the Buyer is entitled to  indemnification  or  reimbursement
under this Section 9.3(a). Any payments to the Buyer under this Section will (i)
be made promptly after demand by the Buyer  accompanied by  documentation of the
amounts  paid by the  Companies  which  shows the  payment to be due and (ii) be
treated as adjustments of the Purchase Price. For purposes of the adjustment for
non-wholly  transferred entities referred to above, the Local Group Shares shall
not be treated as having been  transferred  hereunder.  Buyer's sole remedy with
respect to the Local  Group  Shares  will be to recover  from the members of the
Local Group under the Local Group Purchase Agreement.

         (b)  If  any of  the  Companies  receives  a  claim  with  regard  to a
liability, or claimed liability, which existed at the Closing Date or relates to
a period  prior to the Closing  Date and was not included (or exceeds the amount
which was included) in the Closing  Liabilities  included in the  calculation of
the Purchase Price,  the Buyer will promptly notify the Sellers'  Representative
of the claim and the fact that the Buyer  intends to treat any amount  paid with
regard  to the  claim as a  payment  to which  Section  9.3(a)  applies.  If the
Sellers'  Representative informs the Buyer that the Sellers acknowledge that any
payment  with  regard to the claim  will be a payment  to which  Section  9.3(a)
applies and that the Sellers either (i) wish to contest the claim,  (ii) want to
seek  reimbursement  out of an escrow  account  referred to in the definition of
Closing  Liabilities  with  regard to any amount due as a result of the claim or
(iii) want to seek indemnification or other recovery related to such claim under
an Applicable Purchase Agreement or related agreement, the Sellers may, at their
expense,  contest the claim or seek  reimbursement  out of the escrow account or
other  recovery.  The Buyer  will  cooperate,  and will cause the  Companies  to
cooperate,  in all reasonable  respects in the Sellers'  efforts to do that, and
the Sellers will  reimburse the Buyer for all  out-of-pocket  costs it or any of
the  Companies   incurs  in  doing  so.  To  the  extent  the  Sellers   recover
reimbursement out of an escrow account for a sum due as a result of a claim, the
Sellers will pay the amount of the  reimbursement to the Buyer or the applicable
Company,  and the amount paid to the Buyer or a Company  will be included in the
calculation of any amount due under Section  9.3(a).  Sellers will be subrogated
to all rights of any  Company to the extent that  Sellers  pay any amount  under
this Section 9.3.


                                   ARTICLE 10
                                   TERMINATION

     10.1 TERMINATION. This Agreement may be terminated as follows:

         (a) by mutual written consent of Buyer and the Sellers'  Representative
at any time prior to the transfer of the Shares; or

                                       24

<PAGE>

         (b) by Sellers at any time after  October 29, 1997,  if the Closing has
not occurred and the failure of the Closing to have occurred is not the fault of
the Sellers.


     10.2 EFFECTS  OF  TERMINATION.  Upon  any  termination  of  this  Agreement
pursuant to this Article 10,  Article 8 and Article 9 and Article 11  (excluding
Section  11.14) will  remain in full force and no  provision  contained  in this
Article 10 will relieve any of the Parties from  liability to the others for any
breach of this  Agreement.  The other  sections of this  Agreement  will have no
effect after its termination.


                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1 NOTICES.  All notices  hereunder shall be made (i) by delivery of same
in person to the  intended  addressee,  (ii) by sending  such  notice by Federal
Express or another reputable private international courier service (a "Qualified
Courier")  for overnight  (or its nearest  equivalent)  delivery to the intended
addressee  or (iii) by  facsimile  transmission  to such Party at the  facsimile
number set forth for such Party below  provided that a copy of same is deposited
with a Qualified Courier for overnight  delivery to the intended  addressee,  in
each case for  delivery to the address of the  intended  addressee  as set forth
below (or as such other address or fax number as may be designated by such Party
as herein provided) to the officers mentioned hereinafter:

If to Sellers, to Sellers' Representative:  If to the Buyer:

UIH Latin America, Inc.                     Supercanal S.A.
4643 South Ulster, Suite 1300               Godoy Cruz 316
Denver, Colorado 80237                      Mendoza
Attn.:  President                           Argentina
Tel: (303) 770-4001
Fax: (303) 770-4207


Copies to:                                  Copies to:

UIH Argentina, Inc.                         Estudio Vila
Cerrito 740, piso 14                        Espejo 333, P.B. of. 4 a 6
1309 Buenos Aires                           Mendoza, Argentina
Attn.:   Bradley Johnson and/or             Attn: Alberto Vila
         Roberto H. Crouzel                 Tel: 011-54-61-254202
Tel: (541) 372-5100                         Fax: 011-54-61-295042
Fax: (541) 372-1990



                                       25
<PAGE>

United International Holdings, Inc.         Marval, O'Farrell & Mairal
4643 South Ulster, Suite 1300               L.N. Alem 928
Denver, Colorado 80237                      (1001) Buenos Aires
Attn.:  General Counsel                     Argentina
Tel: (303) 770-4001                         Tel: 011-54-1-310-0100
Fax: (303) 770-4207                         Fax: 011-54-1-310-0200

W. Dean Salter, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
Tel: (303) 861-7000
Fax: (303) 866-0200

     All notices,  summons and requests  will be  effective  upon such  personal
delivery or upon  confirmation  of delivery by facsimile  transmission  provided
that delivery to the Qualified  Courier is effected  within three  business days
thereafter.  In all other cases, notices, summons and requests will be effective
three  business  days after having been  deposited  with  Qualified  Courier for
overnight (or its nearest  equivalent)  delivery.  Rejection or other refusal to
receive,  or the  inability to deliver,  because of changed  address of which no
notice was given as herein  required will be deemed to be receipt of the notice,
summons or request sent.

     11.2 FURTHER  ASSURANCES.  The Parties will make,  execute and deliver such
other instruments of transfer as may be necessary or proper to transfer to Buyer
all right, title and interest in the Shares and, if applicable,  the Local Group
Shares, free of any Restriction or Lien.

     11.3 HEADINGS.  The Article and Section  headings in this Agreement are for
convenience only and will not be used for  interpretation  hereof nor considered
part of this Agreement.

     11.4  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts  or counterpart  signature  pages,  each of which will be deemed an
original but all of which, together, will constitute one and only instrument.

     11.5 AMENDMENTS.  No provision of this Agreement will be altered,  amended,
revoked or waived except by an instrument in writing designated as an amendment,
revocation  or waiver and signed by the person  against  whom it is sought to be
enforced.

     11.6  ASSIGNMENT.  This  Agreement and all  Additional  Agreements  will be
binding upon and inure to the benefit of the Parties.  Except for assignments to
Affiliates, neither Party will assign any of its rights under this Agreement nor
delegate its duties  hereunder  unless it obtains prior  written  consent of the
other Party. For any assignment under the preceding sentence, the assignee, as a
condition to the  effectiveness of such assignment,  must assume all obligations
hereunder, with respect to the Company assigned, as co-obligor with Buyer.

     11.7 ENTIRE AGREEMENT;  THIRD PARTY  BENEFICIARIES.  Except as set forth in
Section 11.15 regarding  Buyer's  obligations  under the Existing Stock Purchase
Agreement  related to the Bahia Blanca Operating  Companies and the Bahia Blanca
Holding  Companies  remaining  in full force and effect  until the Bahia  Blanca
Purchase Date, this Agreement and the Additional Agreements embody the entire

                                       26
<PAGE>

agreement between the Parties  concerning the subject matter hereof and thereof.
Such Agreements replace and take the place of any other prior or contemporaneous
negotiations,   agreements  and  understandings.  The  Indemnified  Persons  are
third-party beneficiaries of Article 9.2 hereof.  Otherwise,  there are no third
party beneficiaries.

     11.8 NO  WAIVER.  Failure or delay of any Party at any time or from time to
time to exercise any right under or enforce any provision of this Agreement will
not be construed as implying a waiver of such provision or of that Party's right
to exercise  or enforce it  subsequently.  No single or partial  exercise of any
right  hereunder by any Party will  preclude the further or full exercise of the
right by such  Party.  No waiver of any  default on any one  occasion by a Party
will constitute a waiver of any subsequent or other default by such Party.

     11.9  SEVERABILITY.  If any provision of this Agreement or the applications
thereof to any Person or  circumstance  were  invalid  or  unenforceable  to any
extent,  the remainder of this Agreement,  and the application of such provision
to other  Persons or  circumstances,  will not be  affected  thereby and will be
enforced to the greatest  extent  permitted by applicable Law. In such case, the
Parties will amend this  Agreement  to effect,  to the fullest  extent  possible
under  applicable  Laws, the original intent of the Parties with respect to such
invalid or unenforceable provision.

     11.10  GOVERNING  LAW. This  Agreement,  the rights and  obligations of the
Parties hereto,  and any claims or disputes relating thereto will be governed by
and construed in accordance with the Laws of Colorado.

     11.11 DISPUTE RESOLUTION. Any dispute,  controversy or claim arising out of
or relating to this  Agreement or any  Additional  Agreement will be resolved by
the state courts of COLORADO or the federal  courts  located within the STATE OF
COLORADO.  The Parties  consent to personal  jurisdiction  of such courts in any
such disputes.  Buyer consents to service of process  through notice given under
Section 11.1 of this  Agreement in  connection  with any such dispute and waives
any other requirements for service of process.

     11.12 EXPENSES. Each Party will pay its own expenses incurred in connection
with the  preparation,  negotiation  and  execution  of this  Agreement  and any
Additional Agreements.

     11.13  SELLERS.   Each  of  the  Sellers   hereby   appoints  the  Sellers'
Representative  as his or her  agent to make  decisions  and take any  action on
behalf of such Shareholder in connection with this Agreement.

     11.14 OTHER COVENANTS.

         (a) CERTAIN RIGHTS.  Sellers agree that any amounts they receive before
October 30, 1997, as recovery  under the Stock Purchase  Agreement,  dated as of
April 30,  1997,  between  UIHA and The Tower Fund,  L.P. or the Stock  Purchase
Agreement,  dated  as  of  April  30,  1997,  between  UIHA  and  Southern  Cone
Telecommunications  Limited,  will be held in trust for and promptly turned over
to Buyer. Promptly after Sellers receive a certificate from Buyer that the final
installments of the purchase prices have been paid under such agreements so that

                                       27
<PAGE>

such agreements are assignable by their terms,  Sellers will execute and deliver
to Buyer  such  documents  as Buyer may  reasonably  request  to  assign  all of
Sellers' rights under such agreements to Buyer.

     (b) NONCOMPETITION.

          (i) During the period commencing at the Closing and ending on the date
     which is 10 (ten) years after the Closing  Date,  none of the Sellers,  nor
     any Affiliate thereof will, directly or indirectly,  own, manage,  operate,
     control or engage or participate in the ownership, management, operation or
     control of, or be connected as a  stockholder,  director,  officer,  agent,
     partner,  consultant,  joint  venturer or otherwise  with,  any business or
     organization   which   engages  in  the  business  of  owning,   providing,
     distributing  or  operating  in the  Republic  of  Argentina  (A) any cable
     television  system or  service,  satellite  master  antennae or MMDS or UHF
     system or service,  any direct broadcast satellite system or service or any
     telephone internet access,  data service,  or (B) without the prior written
     consent of Buyer, any service or product related to cable television (other
     than  provision  of  programming),  telephony  or any  other  communication
     business.  Sellers and their Affiliates shall not be deemed in violation of
     this  paragraph  (i)  through  ownership  of up to 5%  of  the  stock  of a
     publicly-traded company that engages in the activities described above.

          (ii) Each of the  Sellers  shall  keep  confidential  all  proprietary
     information  which they have obtained or receive in the future with respect
     to the Companies and their Affiliates and the cable television  systems and
     other business owned and operated by them, except to the extent required by
     applicable  Law  or  during  the  course  of  or  in  connection  with  any
     litigation,  arbitration  or other  proceeding  based upon or in connection
     with the  subject  matter  of this  Agreement  and  except as  Sellers  may
     consider  appropriate   pursuant  to  disclosure   obligations  under  U.S.
     securities Laws. In the event that any of the Sellers is requested pursuant
     to or required by applicable  Law,  regulation or legal process to disclose
     any of the foregoing confidential proprietary  information,  he or she will
     notify Buyer  promptly so that Buyer may seek a  protective  order or other
     appropriate  remedy or, in such Person's sole discretion,  waive compliance
     with the terms of this Section,  the relevant Seller will furnish only that
     portion of the foregoing confidential  proprietary  information which he or
     she is advised in writing  by his or her  counsel is legally  required  and
     will  exercise  all  commercially  reasonable  efforts  to obtain  reliable
     assurance that confidential treatment will be accorded to such confidential
     proprietary information. For purposes of this Section 11.14(b), proprietary
     information does not include information that became generally available to
     any  Seller on a  non-confidential  basis from a source  other than  Buyer,
     provided that such source is not bound by a confidentially  agreement with,
     or other contractual,  legal or fiduciary  obligation of confidentiality to
     Buyer.

         (c) CVI  SHAREHOLDERS  AGREEMENT.  Buyer  acknowledges  that  they have
received a copy of the  waiver of the right of first  refusal of Priano & Serrao
under  the  CVI   Shareholders   Agreement  with  respect  to  the  transactions
contemplated   by  this  Agreement  (the  "Waiver")  and  that  such  Waiver  is
satisfactory in all respects.

                                       28

<PAGE>

         (d) The Parties, in the period between the signing of this document and
the closing date,  will use their best efforts to reach an agreement  that would
make possible the separation of the programming  business of Channels 2 and 4 (a
"Coproduction Agreement"). This Coproduction Agreement will consist basically in
that the undersigned  (Juan A. Priano and Marcelo Serrao) will incorporate a new
company  which  shall be on  charge  of the  production  and  operation  of such
frequencies,  taking on an  estimated  40  persons  which are  currently  on the
payroll of Cablevideo S.A.. The Coproduction Agreement will also contemplate the
payment of a sum to be determined per month per real  subscriber,  for a minimum
period of 4 years,  such that the total  value of the sum to be paid will not be
greater  than the sum which  Cablevideo  S.A.  currently  pays for  salaries and
social costs for the personnel which will leave Cablevideo, S.A. to join the new
company.  The monthly  value to be  determined  will not include the payment for
sports events or soccer exhibition rights.


     11.15 EFFECTIVE DATE. This Section 11.15 of this Amended and Restated Stock
Purchase  Agreement  will become  effective  immediately  when this  Amended and
Restated  Stock Purchase  Agreement has been properly  executed and delivered by
all of the Parties.  The  amendments  hereby made to the Existing Stock Purchase
Agreement  will  become  effective  with  respect to the rights and  obligations
relating to the Bahia Blanca  Operating  Companies and the Bahia Blanca  Holding
Companies  only  on the  Bahia  Blanca  Purchase  Date.  Until  such  time,  all
obligations of Buyer under the Existing Stock Purchase  Agreement related to the
Bahia Blanca  Operating  Companies and the Bahia Blanca Holding  Companies shall
remain in full force and effect until the Bahia Blanca Purchase Date.

     11.16 INTEGRATION OF AGREEMENTS.  The Parties acknowledge that the Existing
Stock Purchase  Agreement,  this Amended and Restated Stock Purchase  Agreement,
and the respective stock purchase  agreements pursuant to which the stock of the
Comodoro Operating Companies,  the Bahia Blanca Operating  Companies,  the Bahia
Blanca  Holding  Companies,  and the  Comodoro  Holding  Companies  was sold may
contain  certain  provisions  that  conflict with one another to the effect that
each such agreement  embodies the entire  agreement  between the parties thereto
concerning the subject matter thereof, and that such agreements replace and take
the place of any other prior or  contemporaneous  negotiations,  agreements  and
understandings. Notwithstanding such provisions, it is the express understanding
of the Parties that each such agreement,  when properly  executed and delivered,
will  constitute  a valid and binding  agreement  between  the parties  thereto,
regardless of such actual or potential conflict.

                                 *  *  *  *  *


<PAGE>

     IN WITNESS HEREOF, three copies of the same effect are executed on the date
set forth on page 1.

SELLERS

UIH ARGENTINA, INC.


  /S/ DAVID LEONARD
- ----------------------------------------------
By:      DAVID LEONARD
   Its:  President


CV AMERICAN HOLDINGS L.L.C.


  /S/ DAVID LEONARD
- ----------------------------------------------
By:      DAVID LEONARD
   Its:  Sole Member of Management Committee


BUYER

SUPERCANAL HOLDING S.A.


  /S/ DANIEL VILA
- ----------------------------------------------
By:      DANIEL VILA
   Its:  President



                                ESCROW AGREEMENT


         This Escrow  Agreement  (hereinafter  this  "AGREEMENT") is executed on
this _____ day of October, 1997.

BY AND AMONG:

(I)   U.S. Bank National Association dba Colorado National Bank, in its capacity
as escrow agent (hereinafter the "ESCROW AGENT");

(II)  __________,  a __________,  and UIH Argentina,  Inc. ("UIHA"),  a Colorado
corporation (collectively, the "SELLERS"); and

(III) ___________, an Argentine corporation (the "BUYER").

The  Sellers and the Buyer will be  collectively  and  indistinctly  referred to
herein as the "PARTIES".

WHEREAS

The Parties have executed a Stock Purchase  Agreement,  dated as of October ___,
1997 (hereinafter the "Stock Purchase Agreement"),  under which the Sellers have
sold to Buyer,  and Buyer has  acquired  from  Sellers,  all of Sellers'  equity
interests in certain Argentine companies.

By way of compensation for said purchase,  Buyer bound itself to pay Sellers the
selling price and Sellers bound themselves to compensate Buyer for certain items
or matters that may cause damage to Buyer.

For the purposes  described in the above  paragraph,  Sellers have  committed to
establish  a deposit as  security,  in the manner as may be legally  required to
secure,  whenever  applicable,  that  Buyer  will  be paid  the  indemnification
foreseen in the executed Stock Purchase Agreement.

Therefore,  Sellers have  proposed and Buyer has accepted  that the Escrow Agent
perform the duties inherent in such capacity.

FOR ALL THE AFOREMENTIONED,  THE PARTIES AND THE ESCROW AGENT, BY MUTUAL CONSENT
AND SUBJECT TO THE COVENANTS AND CONDITIONS BELOW, AGREE AS FOLLOWS:

ARTICLE ONE:  DEFINITIONS

The terms below defined shall, as used in this Agreement, mean:

BANK:  shall mean Colorado National Bank.

BUSINESS  DAY:  shall mean a day that the major  banks are open for  business in
Denver, Colorado, USA and Buenos Aires, Argentina.

<PAGE>

EFFECTIVE  DATE:  shall mean October ___,  1997,  by which date the Escrow Funds
must be actually transferred to and deposited in the Escrow Account.

ESCROW  ACCOUNT:  shall mean such account/s to be opened at the Bank,  with such
characteristics foreseen in Exhibit I to this Agreement.

ESCROW FUNDS: shall mean __________ United States Dollars  (US$__________)  that
are  transferred  in  escrow  to serve as  guarantee  as  provided  in the Stock
Purchase Agreement.

SELLERS'  REPRESENTATIVE:  shall mean UIHA or such other  person as Sellers  may
designate in writing in the future.  Sellers  grant the Sellers'  Representative
sufficient power to interpret and/or modify and/or execute this Agreement and to
sign any agreement related to the same.

STOCK  PURCHASE  AGREEMENT:  shall mean the Stock  Purchase  Agreement  executed
between  Sellers and Buyer on October ___,  1997,  from which this  Agreement is
derived.

ARTICLE TWO:  PURPOSE

2.1.  Buyer commits to transfer to the Escrow Agent the Escrow Funds so that the
Escrow Agent shall,  in furtherance of this  Agreement,  convey the ownership of
the Escrow Funds and proceeds  therefrom,  in favor of Sellers  and/or  reconvey
said  ownership  in favor of  Buyer,  as the case  may be,  in  accordance  with
provisions hereunder.

2.2. The Escrow Agent will be responsible  for  maintaining,  administering  and
distributing the Escrow Funds.

2.3. Sellers shall be benefited with the interest accrued on the Escrow Funds to
the extent such interest is not required to be  transferred to Buyer as provided
in Article Nine hereof.

ARTICLE THREE:  APPOINTMENT OF ESCROW AGENT

To all effects  foreseen in Article  Two hereof,  Buyer and Sellers  appoint the
Escrow Agent.  Likewise, the Escrow Agent accepts such appointment in accordance
with the terms and conditions hereof.

ARTICLE FOUR:  TRANSFER OF THE PROPERTY IN ESCROW

4.1. Buyer  irrevocably  agrees to transfer the Escrow Funds to the Escrow Agent
in accordance with the terms and conditions of the Stock Purchase Agreement. The
transfer of the  ownership in escrow shall inure for the benefit of the Parties,
as  provided   hereunder,   with  the  Parties   therefore   becoming  the  sole
beneficiaries of the escrow hereunder  established,  to the extent, for the time
and under the terms hereunder established.


                                       -2-

<PAGE>

4.2. The Escrow Agent shall give notice to Buyer and Sellers'  Representative on
the Effective Date, about the compliance or lack of compliance with the transfer
of the Escrow  Funds in the manner  foreseen in Section  4.1, to all  applicable
effects.

ARTICLE FIVE:  ESTABLISHMENT AND OPERATION OF THE ESCROW ACCOUNT

On the  Effective  Date the Escrow  Agent will open the Escrow  Account with the
Bank.  All net amounts  received  by the Escrow  Agent as a  consequence  of the
provisions hereunder shall be credited into the Escrow Account.

ARTICLE SIX:  INVESTMENTS

6.1. The Escrow Agent will invest and re-invest the Escrow Funds  deposited with
the Escrow Account and all interest accrued on such investments,  as provided in
Exhibit  I  hereto,  notwithstanding  provisions  under  Section  2.3  as to the
ownership of said interest. The proceeds from such investments will increase the
balance standing on the Escrow Account. Any instructions from the Parties to the
Escrow Agent with respect to the  investment  of the Escrow Funds shall be given
in writing.

6.2.  The Escrow  Agent  shall,  for as long as this  Agreement  shall remain in
force,  maintain  current  the  entry  of all  transactions  made on the  Escrow
Account,  describing  all deposits  made and the existing  balances.  Within the
first  ten (10)  days of each  calendar  month,  the  Escrow  Agent  shall  make
available to the Parties an Escrow Account  statement  showing the  transactions
recorded thereon,  including a description of all deposits and balances existing
on the account.

6.3. Upon written request received from any Party, the Escrow Agent will deliver
to each Party,  through  such  persons  therefor  designated  by them,  all such
information,  clarifications,  explanations and/or documentation  related to the
transactions on the Escrow Account.  The Escrow Agent will allow the Parties and
their independent advisors,  during the Escrow Agent's working hours, reasonable
access to its records related to the Escrow Funds and the Escrow Account, as may
be required by any of the Parties,  for the purposes of inspecting the books and
records  related  to  the  Escrow  Account,  to the  extent  so  allowed  by the
applicable laws and regulations.

6.4. The Escrow Agent commits to maintain the Escrow Account open for as long as
this  Agreement  shall  remain  effective,  in  accordance  with the  terms  and
conditions under this Article.

ARTICLE SEVEN:  CERTAIN DUTIES OF THE PARTIES

Notwithstanding  other duties that may be  applicable to the Parties as provided
hereunder,  each Party  commits to execute and deliver  all such  documents  and
carry out all such acts, at its sole expense,  as may be reasonably  required by
the Escrow Agent during the life of this Agreement.


                                       -3-

<PAGE>

ARTICLE EIGHT:  LIABILITIES OF ESCROW AGENT; INDEMNITY

8.1.  The Escrow Agent  commits to comply with the duties  entrusted to it under
this Agreement, acting in good faith in its capacity as escrow agent. The Escrow
Agent and its directors,  officers,  employees or agents will be liable only for
such  facts,  actions  or  inactions  as may  deviate  from the  purpose of this
Agreement  and as may derive  from their  fault or fraud so  adjudged  through a
final  judgment  issued by the  competent  courts.  No action  contrary  to this
Agreement or applicable  legislation may be required from the Escrow Agent.  The
Escrow Agent will in no event be liable for acts  performed in  compliance  with
the instructions given by the Parties.

8.2. The Escrow Agent will only be liable for such duties hereunder established.
With respect to issues not expressly  herein provided for, the Escrow Agent will
be bound to carry  out only  such acts and  actions  which  are of a  preserving
nature. The Escrow Agent will, if applicable, adopt such measures as the Parties
may jointly instruct in a letter  substantially in the form set forth in Exhibit
II to this  Agreement;  whenever  such joint  instruction  shall be  contrary to
provisions under this Agreement, the Escrow Agent will proceed to act or fail to
act as per the received  instruction,  which  instruction shall prevail over the
Agreement. Until the Escrow Agent has received such instruction,  it will adopt,
with respect to such issues, the proper preserving measures.

8.3. The Escrow Agent shall not be bound to file or continue any suit, action or
court or administrative proceeding with relation to the Escrow Funds, unless the
Escrow Agent shall have been  instructed  accordingly  by all Parties,  in which
event the Escrow  Agent  shall be  indemnified  and held  harmless  against  the
consequences from any such process, suit, action or proceeding.

8.4.  Sellers and Buyer shall hold the Escrow Agent harmless and, if applicable,
indemnify the Escrow Agent, its officers, directors and controlling shareholders
against any loss, claim, damages, liability or expense (including legal fees and
expenses)  resulting from this  Agreement  except in the event of fraud or gross
fault so adjudged through a final judgment issued by competent courts.

ARTICLE NINE:  INSTRUCTIONS TO THE ESCROW AGENT

9.1.  The Escrow Agent shall  proceed  to transfer  the full ownership of all or
part of the Escrow Funds as follows:

      (i) If the Escrow Agent receives a letter,  substantially  in the form set
      forth in Exhibit  II to this  Agreement,  purportedly  signed by Buyer and
      Sellers'  Representative,  with signatures and legal status duly certified
      by notary  public,  describing  the amount of Escrow Funds to be released,
      then  within 96 hours  after the Escrow  Agent  receives  such  letter the
      Escrow Agent will release such amount as directed in such letter.

      (ii) The Escrow Agent will release to Sellers'  Representative on December
      1, 1997 the Escrow Funds in excess of  $__________  then on deposit in the
      Escrow Account.


                                       -4-

<PAGE>

     (iii) If the  Escrow  Agent has not  released  all of the  Escrow  Funds 12
     months after the  Effective  Date,  then at that time the Escrow Agent will
     release the remainder of the Escrow Funds to Sellers' Representative.

     (iv) The Escrow Agent will release all interest accrued on the Escrow Funds
     to Buyer and Sellers'  Representative  at the time of the final  release of
     Escrow Funds under this  Section 9.1, and such release of accrued  interest
     will be made to Buyer and  Sellers'  Representative  in  proportion  to the
     cumulative amount of the portion of the Escrow Funds released to them.

9.2. With respect to the  procedures  described in Section 9.1, the Escrow Agent
does not and will not incur any  liability  whatsoever  for the  release  of the
Escrow Funds so long as the Escrow Agent complies with such procedures, in which
case any such liability will be borne by the applicable Parties.

ARTICLE TEN:  CONFIDENTIALITY

This Agreement,  the operations  contemplated hereunder and all such information
related to such  operations as the Escrow Agent may obtain in the performance of
its duties are strictly  confidential and must be kept secret;  they may only be
used by the Escrow Agent, its directors,  officers,  employees, agents and legal
counsels for the purpose of this Agreement.  Accordingly,  the Escrow Agent must
have the proper commitments from its directors,  officers, employees, agents and
external  advisors.  This section will not apply to or limit any Party's ability
to make public  announcements  or  disclosures  as it may consider  necessary or
appropriate pursuant to the reporting requirements of U.S.A.  securities laws or
other  applicable  law,  and will not limit  Buyer's  ability to  disclose  this
Agreement  in  connection  with sales of assets or joint  ventures or  financing
arrangements of Buyer or its affiliates.

ARTICLE ELEVEN:  EXPENSES AND TAXES

11.1.  Except as set forth in Section  11.2,  all taxes,  rates,  contributions,
expenses, costs and any other expenditure that arises or may arise in the future
as a  consequence  hereof  will be  exclusively  borne  by  Buyer  and  Sellers'
Representative  in  proportion  to the  cumulative  amount of the portion of the
Escrow Funds released to them. The Escrow Agent will be authorized to debit from
the Escrow Account all the amounts mentioned in this Article.

11.2.  All costs  incurred on account of the reception and deposit of the Escrow
Funds according to the provisions  hereof and the transfer and credit thereof to
the Escrow  Account  with the Bank as well as those  involved in the opening and
maintenance of same, will be borne by Buyer. The Parties agree to and accept all
the  exchange,  investment  and any  other  kind of  operations  concerning  the
management  of the Escrow Funds as well as the cost  thereof,  to be made by the
Escrow Agent in accordance  with the  management  instructions  received in this
Agreement  as well as any other  operations  to be made by the  Escrow  Agent to
credit the proper funds upon the termination hereof.


                                       -5-

<PAGE>

ARTICLE TWELVE:  ESCROW VALIDITY

This Agreement will become  effective on the Effective Date and will be in force
and  valid,  in  principle,  for a  12-month  term as from the  Effective  Date;
notwithstanding  the aforesaid  this  Agreement may be extended as many times as
may be applicable for the term agreed to by Sellers' Representative and Buyer in
a joint notice to the Escrow Agent.

ARTICLE THIRTEEN: REPLACEMENT OF ESCROW AGENT; TERMINATION

13.1. The Escrow Agent may be replaced if any of the following events occurs:

      (i) The Escrow Agent resigns, which the Escrow Agent may do at any time by
      giving written notice to all Parties pursuant to Article Seventeen hereof.
      Such resignation shall be effective (a) 30 days after such notice has been
      deposited  in  the  mail  or  (b)  in  the  event  of  initial   facsimile
      transmission,  30 days after the sending of such facsimile. If a successor
      escrow agent has not been appointed within such 30-day period,  the Escrow
      Agent may petition any court of competent  jurisdiction  or may interplead
      the Parties in a  proceeding  for the  appointment  of a successor  Escrow
      Agent,  and all fees,  including  but not  limited to  extraordinary  fees
      associated  with the  filing  of  interpleader,  and  expenses  associated
      therewith shall be payable by the Parties.

      (ii) In the event  that  Escrow  Agent  files a petition  for a  creditors
      preventive meeting or is subject to bankruptcy  proceedings or applies for
      its own  bankruptcy or sponsors in court or out of court  agreements  with
      its  creditors or if it were unable to pay its debts upon  maturity,  even
      before the  commencement  of the aforesaid  proceedings or in the event of
      Escrow Agent's dissolution or liquidation.

      (iii) In the event  that  Escrow  Agent  fails to  comply  with any of its
      obligations  hereunder  and fails to remedy such default in a ten-day term
      counted as from the date of written notice by the Parties accordingly.

      and/or

      (iv) At any time if the Buyer  and the  Sellers'  Representative  agree in
      writing.

13.2. In any of the events  provided  under Section 13.1,  this Agreement may be
terminated  by express  notice to that effect at least thirty days in advance of
any such termination.  At the end of such thirty-day term, the Escrow Agent must
make a final liquidation and deliver all the documentation  corresponding to the
Escrow Account and it will be released from its responsibilities and obligations
hereunder, except for its obligation to render accounts and the responsibilities
concerning the obligations arising during the validity hereof,  except where the
termination  of the Agreement and the  replacement of the Escrow Agent were with
cause. Buyer and Sellers'  Representative will appoint a new Escrow Agent within
the aforesaid thirty-day period.

13.3.  This  Agreement  will  likewise  terminate  in advance when any change in
applicable  legislation renders this Agreement illegal or illegitimate or if due
to any other reason the fulfillment hereof becomes impossible.

                                       -6-

<PAGE>

13.4 At the end of the  term  hereof,  including  the  extensions,  if any,  the
ownership of the Escrow Funds the title  wherein has not been fully  transferred
to the Buyer, or previously released in favor of Sellers'  Representative,  will
be transferred to Seller as provided in Section 2.1.

ARTICLE FOURTEEN:  ESCROW AGENT'S COMPENSATION

The  remuneration  of the Escrow Agent for the services  rendered in  connection
with this Agreement is fixed in the amount of Two Thousand  dollars  ($2,000) in
advance,  per year or any portion thereof by way of direct commission payable by
the Buyer.

ARTICLE FIFTEEN:  EXERCISE OF RIGHTS

The Escrow Agent  declares that it will exercise all the rights and  obligations
arising from this Agreement in full  accordance with the  instructions  received
and established  hereunder.  The Escrow Agent may act or abstain from acting, at
its discretion.

ARTICLE SIXTEEN:  MISCELLANEOUS

16.1. The Escrow Agent may deduct from the Escrow  Account any amounts  referred
to in  Section  11.1 and any  other  expenditure  incurred  as a  result  of the
extension(s)  of this  Agreement,  provided that such amounts for the whole time
that this  Agreement is in force  beyond the  original  term will not exceed the
amount of US$2,000 (Two Thousand U.S. Dollars) per year in which case the Escrow
Agent will ask for the Parties' prior written consent.

16.2. If at any time one or more of the provisions hereof is or becomes null and
void,  illegal or unenforceable  in any respect under any applicable  provision,
the validity,  legality and  enforceability  of the other provisions will not be
affected thereby in any manner whatsoever.

16.3. This Agreement and the other documents mentioned or provided for hereunder
constitute  the full  agreement  between the Parties with respect to the matters
which are the purpose hereof.

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

16.5. This Agreement,  the rights and obligations of the parties hereto, and any
claims or  disputes  relating  thereto  will be  governed  by and  construed  in
accordance with the laws of the State of Colorado.

ARTICLE SEVENTEEN:  NOTICES

NOTICES.  Pursuant to the effects arising from this Agreement,  the Escrow Agent
establishes its domicile at 950 17th Street,  Suite 650, Denver,  Colorado,  the
Buyer at __________,  and the Sellers'  Representative  at Cerrito 740, Piso 16,
Buenos Aires, Argentina, where all notices served will be valid. Notwithstanding
the  foregoing, the  Parties undertake  to send  copies of any notices served by

                                       -7-

<PAGE>

them (i) by  delivery  of same in  person  to the  intended  addressee,  (ii) by
sending   such  notice  by  Federal   Express  or  another   reputable   private
international  courier  service (a  "Qualified  Courier")  for overnight (or its
nearest  equivalent)  delivery to the  intended  addressee or (iii) by facsimile
transmission  to such  Party at the  facsimile  number  set forth for such Party
below  provided  that a copy of same is deposited  with a Qualified  Courier for
overnight delivery to the intended  addressee,  in each case for delivery to the
address of the intended  addressee as set forth below (or at such other  address
or fax  number as may be  designated  by such Party as herein  provided)  to the
officers mentioned hereinafter.

(a)      Escrow Agent

         Colorado National Bank
         950 17th Street, Suite 650
         Denver, Colorado 80202
         Attn: Colleen A. Carwin
         Phone No.: (303) 585-4549
         Fax No.: (303) 585-6865

(b)      Buyer

         __________________________
         __________________________
         __________________________
         __________________________
         Tel:    __________________
         Fax:    __________________

         Copy to:

         __________________________
         __________________________
         __________________________
         __________________________
         Tel:    __________________
         Fax:    __________________

 
(c)      Sellers' Representative

         UIH Argentina, Inc.
         Cerrito 750, piso 14
         1309 Buenos Aires
         Attn:  Bradley Johnson and/or Roberto H. Crouzel
         Tel:  (541) 372-5100
         Fax:  (541) 372-1990


                                       -8-

<PAGE>

         Copy to:

         UIH Argentina, Inc.
         4643 South Ulster, Suite 1300
         Denver, Colorado  80237
         Attn:  David J. Leonard
         Tel:  (303) 770-4001
         Fax:  (303) 770-4207

         W. Dean Salter, Esq.
         Holme Roberts & Owen LLP
         1700 Lincoln, Suite 4100
         Denver, Colorado  80203
         Telephone No.:  (303) 861-7000
         Fax No.:  (303) 866-0200

All notices,  summons and requests will be effective upon such personal delivery
or upon  confirmation  of  delivery  by  facsimile  transmission  provided  that
delivery  to the  Qualified  Courier is  effected  within  three  Business  Days
thereafter.  In all other cases, notices, summons and requests will be effective
three  Business Days after having been  deposited  with a Qualified  Courier for
overnight (or its nearest  equivalent)  delivery.  Rejection or other refusal to
receive,  or the  inability  to deliver  because of changed  address of which no
notice was given as herein required, will be deemed to be receipt of the notice,
summons or request sent.

ARTICLE EIGHTEEN:  ASSIGNMENT

No Party hereto may assign, transfer,  negotiate or give in guarantee any of its
rights or obligations  under this Agreement,  except as otherwise  provided with
respect to termination in Article Thirteen above.

ARTICLE NINETEEN:  DISPUTE RESOLUTION

Any dispute,  controversy  or claim arising out of or relating to this Agreement
will be settled by the Arbitration Board of the Buenos Aires Stock Exchange,  in
accordance with generally accepted procedures.  The place of arbitration will be
Buenos Aires,  Argentina,  and in all of the  arbitration  the usual  procedures
followed by such tribunal will be used.  The  arbitration  award will be in U.S.
dollars and will include interest as from the date of the action which gave rise
to such arbitration  award. The arbitration award will be final and binding upon
the Parties,  and judgment may be entered  thereon upon the  application  of any
Party in any court of competent  jurisdiction.  An appeal may be lodged  against
the  arbitration  award  pursuant to the  provisions of the Civil and Commercial
Procedures Code of the Federal Capital of the Republic of Argentina. Other costs
of  arbitration  (including the fees and expenses of the arbiters) will be borne
by the losing Party unless the arbitration award provides otherwise.

                                       -9-

<PAGE>

In witness whereof,  the Parties and the Escrow Agent have caused this Agreement
to be executed as of the date first written above.


SELLERS

__________


_________________________________
By:      ________________________
   Its:  ________________________


UIH ARGENTINA, INC.


_________________________________
By:      DAVID LEONARD
   Its:  President

BUYER

__________


_________________________________
By:      ________________________
   Its:  ________________________

<PAGE>



ESCROW AGENT

U.S. BANK NATIONAL ASSOCIATION
dba COLORADO NATIONAL BANK


_________________________________
By:      ________________________
   Its:  Trust Officer


<PAGE>

                                    EXHIBIT I

INVESTMENT PROGRAM

The Parties in full  accordance  with, and to all purposes  under,  the executed
Escrow Agreement  instruct the Escrow Agent so that it may carry out and develop
the following  investment  program in connection  with the Escrow Funds,  in the
manner and conditions set forth below:

I)   Escrow  Accounts:  According to the provisions of Article One of the Escrow
Agreement  (Definitions)  the Escrow  Account in which the Escrow  Funds will be
initially  deposited on the Effective Date in order to give an actual  launching
to the executed Escrow Agreement, will be any of the following:

     Bank: First Bank, N.A., Minneapolis, MN
     ABA Routing No.: 091000022
     Account No.:
     Account Name: First Trust National Association
     For Further Credit Account No.:
     Attn: Colleen Carwin
     Ref:

II)  The  Escrow Funds will  be  invested  by  the  Escrow  Agent  in any of the
following:

a)   money market funds;

b)   any of the  following  so long as they are  rated  BBB  or  better  (or the
     equivalent)  by a public  rating  agency  such  as  Moody's  or  Standard &
     Poor's:  treasury  notes,  corporate  bonds  and notes,  commercial  paper,
     asset-backed securities; and

c)   mutual  funds investing solely in the items specified in clauses (a) and/or
     (b) above.

III) Any instructions to the Escrow Agent relating to a change in the investment
of the Escrow  Funds will be made by the  Parties in  writing.  Until the Escrow
Agent has received such an investment instruction,  the Escrow Funds will remain
in the investment in which they are invested,  notwithstanding the provisions of
clause (II) above.

IV)  Pursuant to Section 6.2 of the Escrow Agreement,  within the first ten (10)
days of each  calendar  month,  the Escrow  Agent  shall make  available  to the
Parties an Escrow Account statement  showing the transactions  recorded thereon,
including a description of all deposits and balances existing on the account.


<PAGE>


                                   EXHIBIT II

                                     NOTICE


[Date]


Dear Sirs,

We refer to the Escrow  Agreement  dated October ___, 1997 (the  "AGREEMENT") by
and among U.S. Bank National  Association  dba Colorado  National Bank as Escrow
Agent, __________, and UIH Argentina, Inc., as Sellers, and __________ as Buyer.
Capitalized  terms used but not defined  herein have the same meaning given such
terms in the Agreement.

By these  presents and in accordance  with the provisions of Article Nine of the
Agreement,  the Parties instruct the Escrow Agent to transfer [part] [the whole]
of the Escrow Funds as follows:

Amount:  US$



This  notice,  with  the  signature(s)  of the  undersigned  and the  incumbency
certified by a Notary,  exempts the Escrow Agent from any liability arising from
the transfer of the Escrow Funds made hereunder.

Yours truly

Signature of the Sellers' Representative and the Buyer




                       ASSIGNMENT AND AMENDMENT AGREEMENT


         This ASSIGNMENT AND AMENDMENT  AGREEMENT (this "Agreement") is made and
entered into as of October 29, 1997, by and among (1)  Supercanal  Holding S.A.,
an Argentine  corporation  (the  "Assignor"),  (2) Multicanal S.A., an Argentine
corporation  ("Multicanal"),  and  Cablevision  S.A.,  an Argentine  corporation
("Cablevision"  and,  together with Multicanal,  the  "Assignees"),  and (3) UIH
Argentina,  Inc.,  a Colorado  corporation  ("UIHA"),  and CV American  Holdings
L.L.C., a Delaware limited  liability  company ("CVAH" and,  together with UIHA,
the  "Sellers").  The  Sellers,  the  Assignor,  and the  Assignees  are jointly
referred to herein as the "Parties."


                                    RECITALS

     A. Assignor and Sellers are parties to a Stock Purchase Agreement, dated as
of  September  9, 1997 and  amended  and  restated  as of October  20, 1997 (the
"Purchase  Agreement"),  pursuant to which (1) Sellers have agreed to sell,  and
Assignor  has  agreed to  purchase,  the  shares of stock of  certain  Argentine
companies and (2) Assignor has agreed to assume certain liabilities of Sellers.

     B. As  contemplated  by Section  11.6 of the Purchase  Agreement,  Assignor
desires to assign all of its rights and obligations under the Purchase Agreement
to Assignees, and Assignees desire to assume all of such rights and obligations,
it being  understood  that such assignment and assumption will in no way relieve
Assignor of such obligations and that Assignor and Assignees will be jointly and
severally liable with respect to such obligations.

     C. The Parties desire to make certain  amendments to the Purchase Agreement
as described herein.

     D. Capitalized terms used and not defined herein have the meanings given to
such terms in the Purchase Agreement.


                                    AGREEMENT

     In  consideration of the mutual promises herein made and for other good and
valuable  consideration,  the sufficiency of which is hereby  acknowledged,  the
Parties hereby agree as follows:

     Section 1. ASSIGNMENT. Pursuant and subject to Section 11.6 of the Purchase
Agreement,  Assignor hereby assigns,  transfers,  conveys,  and delivers to each
Assignee  an  undivided  one-half  interest  in all  of  Assignor's  rights  and
interests  under the Purchase  Agreement.  On the terms and conditions set forth
herein,  Sellers  hereby  consent to such  assignment,  which  consent  shall be
effective when this Agreement has been executed and delivered by all Parties.



<PAGE>


     Section 2. ASSUMPTION. Pursuant and subject to Section 11.6 of the Purchase
Agreement,  each  Assignee  hereby  assumes  and  agrees  to  perform  and fully
discharge all of Assignor's rights, obligations and interests under the Purchase
Agreement,  it being  understood  that such  assumption  will in no way  relieve
Assignor of such obligations and that Assignor and Assignees will be jointly and
severally liable with respect to such obligations.

     Section  3.  AMENDMENTS.  Effective  as of the date  hereof,  the  Purchase
Agreement is hereby amended as follow:

          (a)  DEFINITION OF "BUYER".  All references in the Purchase  Agreement
     to "Buyer" are hereby modified  to refer  to  Multicanal  and  Cablevision,
     collectively, as Buyers.

          (b)  PURPOSE OF AGREEMENT.  Section  2.1 (a) of the Purchase Agreement
     is hereeby amended to add the following sentences at the end thereof:

               "If  any  Buyer  breaches  any  of  its  obligations  under  this
               Agreement on the Closing Date, then the  non-breaching  Buyer, if
               any, will fulfill the  obligations of the breaching  Buyer to the
               extent of such breach on the Closing  Date.  If the Buyers do not
               fulfill all of their  obligations that are to be fulfilled on the
               Closing Date, then  Supercanal  Holding  S.A.will,  no later than
               12:00 noon New York time on October 30, 1997, satisfy and perform
               such   obligations   in  full  as  primary   obligor   hereunder.
               Notwithstanding the foregoing,  each of the Buyers and Supercanal
               Holding S.A. shall be and remain jointly and severally liable for
               the  performance  in  full  of  all  obligations  of  the  Buyers
               hereunder,  PROVIDED  HOWEVER  that after  payment in full of the
               Escrow  Deposit  and  the  Purchase  Price  to the  Sellers  (the
               "Payment") by the Buyers, Supercanal Holding S.A.will be released
               of any  obligation  under the  Purchase  Agreement;  and PROVIDED
               FURTHER  that after the  Payment,  Buyers  and  Sellers do hereby
               covenant and agree that it will not under any circumstances  hold
               or attempt to hold  Supercanal  Holding S.A.  liable or any claim
               that might arise under this Agreement and the Purchase Agreement,
               and Buyers  further  agree that they will at all times  indemnify
               and hold  harmless  Supercanal  Holding  S.A.  for all  costs and
               damages for which it might  hereafter  become liable by reason of
               the non  performance  or non compliance of any kind of obligation
               of the Buyers under the Purchase Agreement and this Agreement.

               Simultaneously   with  the  Payment  the  Buyers   shall  pay  to
               Supercanal  Holding S.A. a sum equal to the amount of the initial
               payment made by Supercanal Holding S.A. to the Sellers on October
               20, 1997, by wire to the account of Supercanal  Holding S.A. N(0)
               115-013738/7 at Banco Credicoop,  it being  understood,  however,
               that such  payment  obligation  will in no event be or become the
               responsibility  of any Seller and that the non  compliance by the
               Buyers in doing such payment will in no event affect the validity
               of this Agreement.


                                       2

<PAGE>

          (c)  CLOSING  DELIVERIES.  Section 2.2(b) of the Purchase Agreement is
     hereby amended to read in its entirety as follows:

               "At the  Closing  (i) the  Sellers  will  deliver to the  Buyers,
               according to joint  instructions  to the Sellers'  Representative
               executed by both Buyers,  any and all  certificates  representing
               the  Shares  and will  take all  necessary  acts to  perfect  the
               transfer  of the  Shares  and note in the name of the  Person  or
               entity so design by the Buyers  the  transfer  in the  Companies'
               Stock Registry Books,  free of Liens and  Restrictions,  with the
               exception of the authorization  provided for in Article 46 clause
               (f) of the  Broadcasting  Law, if applicable,  and (ii) UIHA will
               assign to the  Buyers  all of its  rights  under the Local  Group
               Purchase Agreement."

          (d)  PAYMENT OF PURCHASE PRICE.  Section 2.6 of the Purchase Agreement
     is hereby amended to read in its entirety as follows:

               "All payments to be made pursuant to this Agreement shall be made
               to the Sellers'  Representative  by wire transfer of  immediately
               available  funds  to  such  bank  accounts  as are  specified  by
               Sellers'  Representative  to  Buyers  in  writing  at  least  one
               Business Day before the Closing. To the extent any portion of the
               Purchase Price is not paid on the Closing Date by any Buyer,  the
               other Buyer  shall pay such  amount no later than 10:00 a.m.  New
               York time on October 30,  1997.  To the extent any portion of the
               Purchase  Price is not paid by 10 a.m.  New York time on  October
               30, 1997,  Supercanal Holding S.A. shall pay such amount no later
               than 12:00 noon New York time on October 30, 1997."

          (e)  SANTO TOME.  The first  sentence  of Section  2.7 of the Purchase
     Agreement is hereby modified to read in its entirety as follows:

               "At any time within  eight  months  after the  Closing,  UIHA may
               enter into an agreement to purchase all of the outstanding  stock
               of Cablevideo Santo Tome S.A. (the "Santo Tome Shares")."

          (f)  REPRESENTATIONS  AND  WARRANTIES OF SELLERS.  It is hereby agreed
     that the  representations  and  warranties  included  in  Article  3 of the
     Purchase  Agreement  will run to the  benefit of each  Assignee to the same
     extent  that  such  representations  and  warranties  currently  run to the
     benefit of Assignor.


                                       3
<PAGE>

          (g   ASSETS AND CONTROLLED  AFFILIATES  IN THE  UNITED  STATES.  A new
     Section 3.19 of the  Purchase  Agreement  is hereby  added,  to read in its
     entirety as follows:

               "ASSETS AND CONTROLLED  AFFILIATES IN THE UNITED STATES.  None of
               the Companies is incorporated in the United States,  or organized
               under the laws of the United States, or has its principal offices
               within the United States.  None of the Companies,  nor any entity
               that  they  control,  nor all  such  controlled  entities  in the
               aggregate,  hold assets  located in the United  States  having an
               aggregate  book  value of  $15,000,000  or more,  and none of the
               Companies directly or indirectly controls any corporation that is
               incorporated in the United States, is organized under the laws of
               the United States, or has its principal offices within the United
               States.  As used in this Section 3.19, the term  "control"  means
               (a) holding 50% or more of the outstanding  voting  securities of
               an issuer;  (b) in the case of an entity that has no  outstanding
               voting  securities,  having  the  right  to  50% or  more  of the
               entity's profits, or having the right in the event of dissolution
               to 50% or  more  of  the  entity's  assets;  or  (c)  having  the
               contractual  power  presently  to  designate  50% or  more of the
               directors  of a  corporation,  or in the  case of  unincorporated
               entities, of individuals exercising similar functions."

          (h)  REPRESENTATIONS  AND WARRANTIES OF ASSIGNEES.  Each of Multicanal
     and Cablevision hereby represents and warrants, as of the date hereof, each
     representation  and  warranty  set  forth  in  Sections  4.1 and 4.2 of the
     Purchase Agreement.

          (i)  BROKERS,  AGENTS,  FINDERS,  ETC.  Section  4.3 of  the  Purchase
     Agreement is hereby amended to read in its entirety as follows:

               "BROKERS, AGENTS, FINDERS, ETC. Neither the Buyers nor Supercanal
               Holding S.A. nor any of their respective  agents have retained or
               hired any  broker,  agent or finder,  nor have they agreed to pay
               any fee,  commission or similar  payment to any person under this
               Agreement or under any Additional  Agreement or in respect of the
               transactions contemplated herein or therein, except, with respect
               to Supercanal  Holding S.A., for Integra Financial  Services LLC,
               Smith  Barney,  and ING Bank  ("ING").  No  Seller  will have any
               liability  relating to any  obligation  arising  under any of the
               arrangements described in the preceding sentence."

          (j)  DIRECTORS' EXPENSES. A new Section 5.11 of the Purchase Agreement
     is hereby added, to read in its entirety as follows:

               "DIRECTORS' EXPENSES. Schedule 5.11 sets forth a list of expenses
               that have been approved by the  Companies.  Buyers and Supercanal
               Holding S.A. hereby covenant that,  subject to the condition that
               those  expenses have not been and shall not be taken into account
               in order to increase the Purchase Price or the estimated Purchase
               Price (i) they will take no action, directly or indirectly,  that
               would have the effect of  negating  such  approval  and (ii) they
               will take no action, directly or indirectly,  that would have the
               effect  of  requiring  the  beneficiaries  of  such  approval  to
               reimburse the Companies for such approved expenses."


                                       4
<PAGE>

          (k)  INDEMNIFICATION.

               (i) It is hereby agreed that the  indemnification  obligations of
          Sellers  included in Article 9 of the Purchase  Agreement  will run to
          the   benefit  of  each   Assignee   to  the  same  extent  that  such
          indemnification obligations currently run to the benefit of Assignor.

               (ii) Section  9.2(f)  is  hereby  amended  to add  the  following
          sentence at the end thereof:

                    "Each of the Buyers and Supercanal Holding S.A. shall be and
                    remain jointly and severally  liable for the  performance in
                    full of all obligations of the Buyers hereunder."

          (l) LOCAL GROUP  SHARES.  UIHA will assign its rights and  obligations
     under the Local Group Purchase  Agreement to Assignees  before the Closing.
     Therefore, (i) Assignees will purchase the Local Group Shares directly from
     Priano  and  Serrao,  (ii) the Local  Group  Shares  will be  delivered  to
     Assignees  directly by Priano and Serrao,  and (iii) the purchase price for
     the Local  Group  Shares will be paid by  Assignees  directly to Priano and
     Serrao to such bank  accounts  as are  specified  by Priano  and  Serrao to
     Assignees  in writing at least one  Business  Day before the  Closing.  Any
     provision  to the  contrary in the  Purchase  Agreement  is hereby  amended
     accordingly.

          (m) NOTICES.  Any and all notices to be provided by "Buyer"  under the
     Purchase  Agreement  will be valid only when signed by both  Multicanal and
     Cablevision.  Section 11.1 of the Purchase  Agreement is hereby  amended to
     delete the heading  "Buyer"  and  replace it with the  heading  "Supercanal
     Holding S.A." and to add the heading  "Buyers" and to include the following
     information thereunder:

           "Multicanal S.A.
           Hipolito Yrigoyen 1628
           2nd Piso
           1344 Buenos Aires
           Buenos Aires, Argentina
           Tel: 011-54-1-375-3629
           Fax: 011-54-1-375-2580

           Cablevision S.A.
           Tucuman 1, piso 18
           1049 Buenos Aires, Argentina
           Attn.: Fernando R. Borio
           Tel: 011-54-1-334-5530
           Fax: 011-54-1-334-1995


                                       5

<PAGE>

           Copy to:

           Estudio de los Dres. O'Farrell
           Avenida de Mayo 645, piso 1
           1084 Buenos Aires
           Buenos Aires, Argentina
           Attn.: Pablo H. Miguens
           Tel: 011-54-1-346-1000
           Fax: 011-54-1-346-1000

           Hope, Duggan & Silva
           Avenida L.N. Alem 1110
           Piso 3
           1001 Buenos Aires
           Buenos Aires, Argentina
           Attn.: Gotardo C. Pedemonte
           Tel: 011-54-1-315-1314
           Fax: 011-54-1-315-0606

           Saenz Valiente & Padilla
           Hipolito Yrigoyen 1628
           2nd Piso
           1344 Buenos Aires
           Attn.: Juan Maria de la Vega
           Tel: 011-54-1-375-3629
           Fax: 011-54-1-375-2580"

          (n) ESCROW  AGREEMENT.  The Form of Escrow  Agreement  attached to the
     Purchase  Agreement  as Exhibit A is hereby  deleted  and  replaced  in its
     entirety by the Form of Escrow Agreement attached hereto as Exhibit A.

          Section 4. MISCELLANEOUS.

          (a) EFFECT.  Except as  specifically  amended by this  Agreement,  the
     Purchase  Agreement will remain in full force and effect. All references to
     the "Agreement" in the Purchase Agreement will hereafter be deemed to refer
     to the Purchase Agreement as amended hereby.

          (b)  SUCCESSORS  AND ASSIGNS.  This Agreement will be binding upon and
     inure to the  benefit of the Parties and their  respective  successors  and
     permitted assigns.

          (c)  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
     counterparts,  each of which  will be deemed an  original  but all of which
     together will constitute one and the same instrument.


                                       6

<PAGE>

          (d)  NOTICES.  All  notices,  requests,  demands,  claims,  and  other
     communications  hereunder  will be  delivered to the Parties as provided in
     the Stock Purchase Agreement, as amended hereby.

          (e) GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the domestic laws of the State of Colorado,  without giving
     effect to any choice of law or conflict of law  provision or rule  (whether
     of the State of  Colorado or any other  jurisdiction)  that would cause the
     application  of the  laws of any  jurisdiction  other  than  the  State  of
     Colorado.  Any dispute,  controversy or claim arising out of or relating to
     this  Agreement  will be  resolved  by the state  courts of Colorado or the
     federal courts located within the State of Colorado. The Parties consent to
     personal  jurisdiction  of such  courts in any such  disputes.  The Parties
     consent to service of process  through  notice given under  Section 11.1 of
     the Purchase  Agreement,  as amended  hereby,  in connection  with any such
     dispute and waive any other requirements for service of process.

          (f)  AMENDMENTS  AND WAIVERS.  No  amendment of any  provision of this
     Agreement  will be valid  unless it is in writing  and signed by all of the
     Parties.  Failure or delay of any Party at any time or from time to time to
     exercise any right under or enforce any  provision of this  Agreement  will
     not be construed as implying a waiver of such  provision or of that Party's
     right to exercise or enforce it subsequently. No single or partial exercise
     of any right  hereunder  by any Party  will  preclude  the  further or full
     exercise  of the right by such  Party.  No waiver of any default on any one
     occasion by a Party will  constitute  a waiver of any  subsequent  or other
     default by such Party.

          (g)   SEVERABILITY.   If  any  provision  of  this  Agreement  or  the
     applications  thereof to any Person or circumstance is held by an authority
     of competent jurisdiction to be invalid or unenforceable to any extent, the
     remainder of this Agreement, and the application of such provision to other
     Persons or circumstances, will not be affected thereby and will be enforced
     to the greatest  extent  permitted  by  applicable  Law. In such case,  the
     Parties will amend this Agreement to effect, to the fullest extent possible
     under  applicable  Laws, the original intent of the Parties with respect to
     such invalid or unenforceable provision.

          (h) FURTHER  ASSURANCES.  The Parties will  execute,  acknowledge  and
     deliver  or  cause  to  be  executed,   acknowledged   and  delivered  such
     instruments  and take such other action as may be  reasonably  necessary or
     advisable to carry out their obligations under this Agreement.

          (i)  HEADINGS.   The  Section  headings  in  this  Agreement  are  for
     convenience  only  and  will  not be used  for  interpretation  hereof  nor
     considered part of this Agreement.

          (j) ASSIGNMENT.  Except for  assignments to Affiliates,  no Party will
     assign any of its rights or  obligations  under  this  Agreement  unless it
     obtains  prior written  consent of the other  Parties.  For any  assignment
     under the preceding sentence by the Assignor or any Assignee,  the proposed
     assignee,  as a condition to the  effectiveness  of such  assignment,  must
     assume  all  obligations   hereunder  as  co-obligor  with  the  applicable
     assignor.


                                       7
<PAGE>

          (k)  EXPENSES.  Each  Party  will  pay its own  expenses  incurred  in
     connection  with  the  preparation,   negotiation  and  execution  of  this
     Agreement.

                                  *  *  *  *  *


                                       8
<PAGE>


     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.

SUPERCANAL HOLDING S.A.


By:      ______________________________
Name:    ______________________________
Title:   ______________________________


MULTICANAL S.A.


By:      ______________________________
Name:    ______________________________
Title:   ______________________________


CABLEVISION S.A.


By:      ______________________________
Name:    ______________________________
Title:   ______________________________


UIH ARGENTINA, INC.

         /s/ Bradley Johnson
By:      ______________________________
Name:    Bradley Johnson
Title:   Attorney-in-fact


CV AMERICAN HOLDINGS L.L.C.

         /s/ Bradley Johnson
By:      ______________________________
Name:    Bradley Johnson
Title:   Attorney-in-fact



                                       9


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