UNITEDGLOBALCOM INC
EXH. 10.32
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>34
<FILENAME>exh10b_32.txt
<DESCRIPTION>EXH. 10.32
<TEXT>
                                                                   EXHIBIT 10.32
                                                                   -------------




                         GUARANTY FOR NON-PURPOSE CREDIT
                               (Michael T. Fries)


Denver, Colorado                                               December 21, 2000


     In consideration of the loan made to The Fries Family  Partnership  LLLP, a
Colorado limited liability  limited  partnership  ("Borrower"),  and acquired by
United International  Properties,  Inc. ("Lender"), as evidenced by that certain
demand Promissory Note (Non-Purpose  Credit) in the principal amount of $290,625
of even date herewith (the "Note"),  executed by Borrower and payable to Lender,
and in order to induce  Lender to make and maintain  such loan to Borrower,  the
undersigned,  Michael T. Fries  ("Guarantor"),  does hereby  unconditionally and
irrevocably guarantee the punctual and complete payment and performance when due
to Lender of each and all of  Borrower's  obligations  under the Note,  together
with interest  thereon and any and all expenses  which may be incurred by Lender
in  collecting  all or any of  Borrower's  obligations  under  the  Note  and in
enforcing  any  rights  hereunder,  including,  without  limitation,  reasonable
attorneys' fees and expenses.

     Guarantor  hereby  (i)  guarantees  that  the Note  will be paid to  Lender
strictly  in  accordance  with the terms and  provisions  of the Note,  and (ii)
agrees  that,  in the event  Borrower  fails to make any  payment  due Lender in
accordance with the terms of the Note,  Guarantor shall,  upon demand of Lender,
immediately pay such amount on behalf of Borrower.

     "Stock  Options"  shall be defined to include all vested stock  options and
phantom  stock  options  granted to Guarantor as of this date and any granted in
the future with respect to  UnitedGlobalCom,  Inc.  ("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 the  Guaranty  for  Purpose  Credit
(Michael T. Fries) of even date  herewith  from  Guarantor to Lender,  the Stock
Options  described on Schedule I to the Promissory Note (Purpose  Credit) in the
principal  amount of $186,941 dated November 22, 2000 from Guarantor  payable to
Lender,  the Stock  Options  described  on  Schedule  I to the  Promissory  Note
(Purpose  Credit) in the principal  amount of $236,819  dated  November 22, 2000
from Borrower  payable to Lender,  the Stock Options  described on Schedule I to
the Promissory Note (Purpose Credit) in the principal amount of $205,376 of even
date herewith from Guarantor  payable to Lender,  the Stock Options described on
Schedule I to the Promissory  Note (Purpose  Credit) in the principal  amount of
$159,596 of even date herewith from  Borrower  payable to Lender,  and any Stock
Options  directly  or  indirectly  securing  any  promissory  note  or  guaranty
heretofore  or  hereafter  executed  by  Borrower  or  Guarantor  evidencing  or
guaranteeing  indebtedness  to Lender  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.


<PAGE>


     Until the Note has been paid in full,  the Guarantor  shall in no event (i)
exercise any of the Non-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 the Note or any other promissory note from the
Borrower or Michael T. Fries  payable to Lender  evidencing  non-purpose  credit
under  Regulation  U, or (ii) take any steps to transfer any of the  Non-Purpose
Credit Stock Options. Guarantor hereby instructs UGC, UPC, chello broadband N.V.
and Austar not to permit the exercise of any  Non-Purpose  Credit Stock  Options
unless the  proceeds  are sent  directly  to Lender in payment of amounts  owing
under the Note or any other  promissory  note from the  Borrower  or  Michael T.
Fries to Lender evidencing  non-purpose  credit under Regulation U. If the terms
of the applicable  stock option plans are amended to permit  Guarantor to pledge
any of the Non-Purpose Credit Stock Options,  Guarantor shall immediately pledge
such  Non-Purpose  Credit  Stock  Options to Lender.  The Purpose  Credit  Stock
Options shall not constitute collateral or other direct or indirect security for
this Guaranty or the repayment of the Note.

     The Guarantor  further  promises that,  upon the release from collateral of
any margin stock pledged by the Guarantor in connection with any margin account,
Guarantor  shall  inform  Lender of such  release  and if  Lender  so  requests,
Guarantor shall promptly pledge such margin stock to the Lender,  free and clear
of any other lien,  as security for this  Guaranty and the payment of this Note,
and shall in  connection  with such pledge  surrender  to the Lender 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.
Guarantor  further  promises that  Guarantor 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 the date of the 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 the 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 the
Note  within  thirty  (30) days of the date such  interest is due and payable in
addition to any other rights and remedies that the Lender may have  hereunder or
otherwise at law or in equity, Lender shall have the right to take any or all of
the  following  actions:  (a) cause the  Non-Purpose  Credit Stock Options to be
exercised to the extent necessary for payment in full hereof,  and (b) cause any
unexercised  Non-Purpose Credit Stock Options to immediately terminate and be of
no further force or effect.  Notwithstanding  such termination,  Guarantor shall
remain liable for all amounts due and owing under the Note.

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



                                       2
<PAGE>


     Guarantor  hereby waives notice of  acceptance of this  Guaranty,  and also
presentment,  demand,  protests  and  notice of  dishonor  of any and all of the
obligations  under the Notes.  No act or omission  of any kind on Lender's  part
shall  affect or impair this  Guaranty.  This  Guaranty  shall be governed as to
validity,  interpretation,  construction,  effect, and in all other respects, by
the laws and decisions of the State of Colorado,  without regard to conflicts of
laws principles.

     Executed by Guarantor  to be effective as of the date set forth above,  but
executed this 16 day of May 2001.



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







                                       3

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