Exhibit 10.39 ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of June 23, 1997 ("Effective Date"), between Poland Communications, Inc. ("PCI"), a New York corporation with offices at c/o Chase Enterprises, One Commercial Plaza,...

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                                                                   Exhibit 10.39

        ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of June
23, 1997 ("Effective Date"), between Poland Communications, Inc. ("PCI"), a New
York corporation with offices at c/o Chase Enterprises, Xxx Xxxxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 and @Entertainment, Inc. ("Entertainment"), a
Delaware corporation with offices at c/o Chase Enterprises, Xxx Xxxxxxxxxx

Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.

        WHEREAS, PCI and _________________ ("Employee") are parties to that
certain Executive Employment Agreement (the "Employment Agreement") effective as
of _________________ ("Option Agreement");

        WHEREAS, effective June 22, 1997, PCI, as part of a reorganization of
its corporate structure, became a subsidiary of Entertainment through a
contribution of shares from shareholders of PCI;

        WHEREAS, in connection therewith, Entertainment will assume certain
duties formerly performed by PCI, including the employment of certain employees
of PCI, including Employee;

        WHEREAS, the Option Agreement provides for adjustment/substitution of
shares subject to the option in the event of certain reorganizations;

        WHEREAS, Entertainment has adopted the @Entertainment 1997 Stock Option
Plan (the "Option Plan");

        NOW THEREFORE, for the consideration of One Dollar 

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($1.00), and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows;

1. PCI hereby assigns to Entertainment all of its right, title and interest as
   employer, (defined as "the Company") in the Employment Agreement and Option
   Agreement.

2. Entertainment hereby assumes and agrees to perform all the obligations and
   responsibilities of PCI as the employer under the employment Agreement and
   Option Agreement and Agrees to be bound by all the provisions of the
   employment Agreement and Option Agreement. Employee shall become and be
   considered an employee of Entertainment.

3. Entertainment hereby agrees that Employee's option to purchase common stock
   of PCI, constitutes, pursuant to the terms of the Option Agreement and this
   Agreement, an option to purchase _________________ shares of Common Stock of
   Entertainment at $ _________________ per share. Any incremental rights to
   exercise the option shall be adjusted accordingly. Such option to purchase
   common stock of Entertainment is issued in connection with, and is subject to
   the terms and conditions of, the Option Plan and the Option Agreement;
   however, in the event of a conflict, the terms of the Option Agreement shall
   control.

4. Entertainment indemnifies and agrees to hold PCI harmless from and against
   any and all claims made, suits commenced or judgments entered arising out of
   or in connection with the Employment Agreement, Option Agreement and its

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   employment of Employee.

5. This Agreement is binding upon PCI, Entertainment and Employee, and their
   respective heirs, successors, executors, administrators, personal
   representatives and assigns.




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