UNITEDGLOBALCOM INC
EXH. 10.38
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>40
<FILENAME>exh10b_38.txt
<DESCRIPTION>EXH. 10.38
<TEXT>
                                                                   EXHIBIT 10.38
                                                                   -------------


                                 PROMISSORY NOTE
                                (Purpose Credit)


US$400,946                                                      Denver, Colorado
                                                                June 25, 2001


     FOR VALUE RECEIVED,  the undersigned,  The Fries Family Partnership LLLP, a
Colorado limited liability limited partnership (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 Four Hundred  Thousand  Nine
Hundred Forty Six Dollars (US$400,946) or, if less, the unpaid principal balance
of such  amount and any  interest  as set forth in this  Note.  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 shall be determined as
of the date of this Note for the period June 25, 2001  through  August 21, 2001,
and thereafter shall be redetermined  every November 22, February 22, May 22 and
August 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.

     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  Stock (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 Michael T. Fries in favor of Holder.


<PAGE>



     "Stock"  shall be defined to include all shares of Class A Common Stock and
shares of Class B Common Stock of  UnitedGlobalCom,  Inc.  ("UGC")  beneficially
owned by the Borrower.  "Purpose  Stock" shall mean the  Collateral  (as defined
below) and any Stock  directly or  indirectly  securing any  promissory  note or
guaranty  heretofore  or  hereafter  executed  by  Borrower  or Michael T. Fries
evidencing or guaranteeing  indebtedness to the Company that constitutes purpose
credit under  Regulation  U.  "Collateral"  shall mean 91,580  shares of Class B
Common Stock of UGC and 5,620 shares of Class A Common Stock of UGC owned by the
Borrower.  "Non-Purpose Stock" shall mean all of the Stock beneficially owned by
Borrower  other than the Purpose Stock.  "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.

     The  Borrower  hereby  grants to the  Company a  security  interest  in the
Collateral to secure all obligations under this Note, and Borrower shall execute
such further  documents and take such further  action as the Company may request
to perfect said security  interest.  Until this Note has been paid in full,  the
Borrower  shall in no event (i) sell any of the  Collateral,  unless  all of the
proceeds of such sale 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 Michael T. Fries payable to the Company, or (ii)
take any steps to transfer any of such Collateral.  The Non-Purpose  Stock 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.

     The Borrower  may use the  proceeds of any loan  evidenced by this Note for
the  purpose  of  buying or  carrying  margin  stock (as such  terms are used in
Regulation U).

     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  Collateral to be sold to a
third party on behalf of Borrower  to the extent  necessary  for payment in full
hereof, and (b) cause the Collateral to immediately be canceled and be no longer
outstanding  for any reason.  Notwithstanding  such sale,  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






                                       2
<PAGE>


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
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.








                                       3
<PAGE>



     IN  WITNESS  WHEREOF,  the  Borrower  has  duly  executed  this  Note to be
effective as of June 25, 2001.



                                      THE FRIES FAMILY PARTNERSHIP LLLP

                                      By: The Amber L. Fries Trust
                                          General Partner



                                          By: /s/ William H. Hunscher, Jr.
                                              ----------------------------------
                                              William H. Hunscher, Jr., Trustee



                                      By: /s/ Michael T. Fries
                                          --------------------------------------
                                          Michael T. Fries
                                          Limited Partner








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