UNITEDGLOBALCOM INC
EXH. 10.28
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>30
<FILENAME>exh10b_28.txt
<DESCRIPTION>EXH. 10.28
<TEXT>
                                                                   EXHIBIT 10.28
                                                                   -------------


                                 PROMISSORY NOTE
                                (Purpose Credit)


US$205,376                                                     Denver, Colorado
                                                               December 21, 2000


     FOR VALUE RECEIVED,  the  undersigned,  Michael T. Fries (the  "Borrower"),
hereby  promises  to  pay,  on  demand  at any  time,  to the  order  of  UNITED
INTERNATIONAL  PROPERTIES,  INC., a Colorado  corporation (the  "Company"),  and
together  with any of its  successors or assigns (the  "Holder"),  at 4643 South
Ulster Street,  Suite 1300,  Denver,  Colorado  80237, or at such other place as
Holder may  designate in writing  from time to time,  the  principal  sum of Two
Hundred Five Thousand  Three Hundred  Seventy-six  Dollars  (US$205,376)  or, if
less, the unpaid principal  balance of such amount and any interest as set forth
in this Note.

     This Note is being issued in modification and  rearrangement of, but not in
extinguishment  of, the  outstanding  indebtedness  originally  evidenced by the
Promissory Note in the original principal amount of $205,376, dated December 21,
2000,  from  Borrower  to  UnitedGlobalCom,  Inc.  ("UGC")  (which note has been
assigned to the Company). A payment of the entire outstanding  principal amount,
plus all accrued  but unpaid  interest  thereon,  shall in all events be due and
payable on November 22, 2002.

     From  the  date of this  Note  and  until  paid in  full,  interest  on the
outstanding  principal  amount of this Note shall accrue at a variable  rate per
annum equal to (i) 2.5% plus the 90-Day  LIBOR Rate (as defined  below),  if the
Coverage  Ratio (as  defined  below) is 200% or  greater,  or (ii) 3.5% plus the
90-Day LIBOR Rate, if the Coverage  Ratio is less than 200%.  The Coverage Ratio
must at all times be no less than 100%. The 90-Day LIBOR Rate  applicable to any
interest  payment date shall be determined as of the date of this Note,  for the
period  December  21, 2000 though  February 21, 2001,  and  thereafter  shall be
redetermined  every May 22,  August  22,  November  22 and  February  22. If any
interest determination date is not a Business Day (as defined below), the 90-Day
LIBOR Rate shall be determined  on the next Business Day. All interest  shall be
calculated on the basis of a three  hundred  sixty (360) day year  consisting of
twelve 30-day months and the actual number of days elapsed  (including the first
day but excluding the last day) in the period for which  interest is payable and
shall be payable in cash.

     The "90-Day  LIBOR  Rate"  shall mean,  as of any date on which such 90-Day
LIBOR Rate is to be  determined,  the rate for 90-day  deposits of United States
Dollars  that appears as of 11:00 a.m.,  London time,  on the display of the Dow
Jones Telerate Service (or any successor service), for the purpose of indicating
the London  interbank  rates of major banks for United States  Dollars.  If more
than one such rate appears on such  service,  the 90-Day LIBOR Rate shall be the
arithmetic mean of such rates.



<PAGE>


     The  "Coverage  Ratio"  shall mean,  as of any date on which a 90-Day LIBOR
Rate is to be determined,  100% multiplied by a fraction, the numerator of which
is the aggregate  spread between  exercise  prices and closing market prices (as
quoted on the principal stock exchange for a particular security) as of the date
for which the Coverage  Ratio is determined  for all of the Purpose Credit Stock
Options (as defined below) and the denominator of which is the unpaid  principal
balance and interest due but unpaid, as of the close of business on any interest
payment date,  under this Note and any other note  evidencing  purpose credit of
Borrower or The Fries Family Partnership LLLP in favor of Holder.

     "Stock  Options"  shall be defined to include all vested stock  options and
phantom stock options granted to Borrower as of this date and any granted in the
future with  respect to UGC,  United  Pan-Europe  Communications  N.V.  ("UPC"),
chello  broadband  N.V. and Austar  United  Communications  Limited  ("Austar").
"Purpose  Credit  Stock  Options"  shall  mean the Stock  Options  described  on
Schedule I to this Note and any Stock Options  directly or  indirectly  securing
any promissory note or guaranty  heretofore or hereafter executed by Borrower or
The Fries Family Partnership LLLP evidencing or guaranteeing indebtedness to the
Company that constitutes  purpose credit under Regulation U. "Non-Purpose Credit
Stock Options" shall mean all of the Stock Options other than the Purpose Credit
Stock Options.  "Regulation U" shall mean  Regulation U promulgated by the Board
of Governors of the Federal  Reserve  System,  as amended from time to time, and
any successor or replacement  law or  regulation.  "Business Day" shall mean any
day  other  than  Saturday,  Sunday  and a day on which  banks are  required  or
permitted to close in Denver, Colorado or London, England.

     Until this Note has been paid in full,  the Borrower  shall in no event (i)
exercise any of the Purpose Credit Stock Options,  unless all of the proceeds of
such  exercise  are  applied  toward  payment of due but unpaid  interest or the
outstanding  principal balance of this Note or any other note evidencing purpose
credit  from  Borrower  or The Fries  Family  Partnership  LLLP  payable  to the
Company,  or (ii) take any steps to transfer  any of such  Purpose  Credit Stock
Options.  Borrower hereby  instructs UGC, UPC, chello  broadband N.V. and Austar
not to permit the exercise of any of the Purpose Credit Stock Options unless the
proceeds are sent directly to the Company in payment of amounts owing under this
Note or any  other  note from  Borrower  or The Fries  Family  Partnership  LLLP
payable to the Company  evidencing  purpose  credit under  Regulation  U. If the
terms of the  applicable  stock option  plans are amended to permit  Borrower to
pledge any of the Purpose  Credit  Stock  Options,  Borrower  shall  immediately
pledge the Purpose Credit Stock Options to the Company.  The Non-Purpose  Credit
Stock  Options  shall not  constitute  collateral  or other  direct or  indirect
security for the repayment of this Note.

     The Borrower further promises that, upon the release from collateral of any
margin stock  pledged by the  Borrower in  connection  with any margin  account,
Borrower shall inform Holder of such release and if Holder so requests, Borrower
shall  promptly  pledge such margin  stock to the Holder,  free and clear of any
other lien,  as security for the payment of this Note,  and shall in  connection
with such pledge  surrender  to the Holder one or more  certificates  evidencing
such margin stock and take such other action as may be necessary or desirable to
perfect the Holder's security  interest therein.  Borrower further promises that
Borrower  will use best efforts to repay this Note from the proceeds of the sale
of any UGC or UPC stock other than stock  acquired  through  Stock Options since

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<PAGE>


the date of this Note (the  application  of proceeds from the sale of UGC or UPC
Stock  acquired  through the  exercise  of Stock  Options  being  covered by the
preceding paragraph).

     Upon  failure of the  Borrower to pay the unpaid  principal  amount of this
Note  within  thirty  (30)  days of the date when such  amount  becomes  due and
payable,  or failure of the  Borrower to pay  interest  on the unpaid  principal
amount of this Note within thirty (30) days of the date such interest is due and
payable in addition to any other  rights and  remedies  that the Holder may have
hereunder or otherwise at law or in equity,  Holder shall have the right to take
any or all of the following actions:  (a) cause the Purpose Credit Stock Options
to be exercised  to the extent  necessary  for payment in full  hereof,  and (b)
cause any unexercised Purpose Credit Stock Options to immediately  terminate and
be of no further force or effect.  Notwithstanding  such  termination,  Borrower
shall remain liable for all amounts due and owing under this Note.

     All payments under this Note shall be credited  first toward  interest then
due and the  remainder  toward  principal.  The Borrower may prepay  interest on
and/or  principal of this Note, in whole or in part, at any time without premium
or penalty.  All payments of the unpaid  principal  balance and interest will be
made without withholding or deduction for or on account of any present or future
taxes, duties,  assessments or governmental  charges of whatever nature,  unless
the withholding of such taxes or duties is required by law.

     If an  attorney  is  engaged  by the  Holder to  enforce  or  construe  any
provision of this Note and the Holder prevails in any related court  proceeding,
the  Borrower  shall pay,  on demand,  all  attorneys'  fees and all other costs
incurred by the Holder,  together  with interest on such amount from the date of
such demand until paid,  at the rate of interest  then  payable  under this Note
plus an additional three (3) percent.

     Except as expressly  provided in this Note,  the Borrower and all endorsers
waive presentment, demand, and notice of dishonor.

     No delay or failure of the  Holder in the  exercise  of any right or remedy
under  this Note  shall be deemed a waiver of such  right,  and no  exercise  or
partial  exercise  of any right or remedy  shall be deemed a waiver of any other
right or remedy that the Holder may have.

     This Note  shall  not be  amended,  and no  collateral  or other  direct or
indirect  security for  repayment of this Note shall be  withdrawn,  released or
substituted, except in compliance with Regulation U.

     This Note shall be governed by and construed in accordance with the laws of
the State of Colorado.  The Borrower  hereby submits to the  jurisdiction of the
United  States  District  Court for the District of Colorado and of any court of
the State of Colorado  sitting in Denver,  Colorado,  for  purposes of all legal
proceedings  arising out of or related to this Note.  The  Borrower  irrevocably
waives,  to the fullest extent permitted by law, any objection that the Borrower
may now or later  have to the lack of  personal  jurisdiction  or  laying of the





                                       3
<PAGE>


venue of any such proceeding brought in such a court and any claim that any such
proceeding  brought  in a court  has  been  brought  in an  inconvenient  forum.
Notwithstanding  the preceding two  sentences,  the Holder  retains the right to
bring any suit,  action or  proceeding  seeking to enforce any  provision of, or
based on any matter arising out of or in connection  with this Note in any court
that has jurisdiction over the Borrower and subject matter.

     IN  WITNESS  WHEREOF,  the  Borrower  has  duly  executed  this  Note to be
effective as of December 21, 2000, but executed this 16 day of May 2001.


                                                 /s/ Michael T. Fries
                                                 -------------------------------
                                                 Michael T. Fries








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<PAGE>


                                   SCHEDULE I
                      (to Promissory Note (Purpose Credit)
                  dated December 21, 2000 of Michael T. Fries)


                                PURPOSE ADVANCES


Date of Advance                                                Amount of Advance
---------------                                                -----------------

December 21, 2000                                                  $205,376




                              PURPOSE STOCK OPTIONS

Description of Stock Options         Valuation Date      Value on Valuation Date
----------------------------         --------------      -----------------------


Stock Option for 25,000 shares of      12/21/2000              $114,125
UnitedGlobalCom, Inc. Class A           (Nasdaq)
common stock granted June 16,
1995 (vested)

Stock Option for 50,000 shares of      12/21/2000              $362,625
UnitedGlobalCom, Inc. Class A           (Nasdaq)
common stock granted Sept. 18,
1998 as they vest












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