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                                                                    EXHIBIT 10.2

                              MANAGEMENT AGREEMENT


Entered into as of ________________ in  C  between:


 A  with an office in Hartford, this Agreement as  A  represented by:


 B , referred to in this Agreement as  B , represented by:


                                   Article 1

 B  is a Polish economic entity conducting activities in the territory of the
Republic of Poland and outside its borders.


                                   Article 2

 A  is a United States of America economic entity.


                                   Article 3

 A  will provide to  B  organizational and consulting services pertaining to
the realization of   B's  objectives according to Article 5 of  B's  Deed of
Association.


                                   Article 4

Obligations outlined in Article 3 of this Agreement relate, in particular, to
the construction and exploitation of a cable television system in the region of
C  (the " C  System").

                                   Article 5

The parties agree that  A  will receive from  B  a consulting management fee as
compensation for services provided pursuant to Article 3 and 4 of this
Agreement.


                                   Article 6





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The services and expenses for which the consulting management fee described in
Article 5 is due include:

                 1.       Organization consulting on behalf of  B .

                 2.       Organization activity directed to the fulfillment of
                          Article  of  B  Deed of Association.


                                   Article 7

The parties agree that for the fiscal year      and for each year thereafter
the consulting management fee defined in Article 5 of this Agreement will be
equal to an equivalent of USD $ (Dollars 00/100) for the          System.
Accrued management fees will become payable when and to the extent that  B  net
income exceeds zero.


                                   Article 8

The amount determined in Article 7 was based on the feasibility study which
served as a basis for the issuance of the permit .


                                   Article 9

The agreement shall continue until              and shall be automatically
renewed for successive one (1) year periods unless terminated in writing by
either party at least thirty (30) days prior to the then existing term.


                                   Article 10

This Agreement shall be binding on and inure to the parties' successors and
assigns.  This Agreement relates to the operation of the C  System.   A  hereby
acknowledges and agrees the  B  may assign all or a portion of rights granted
to it herein to any entity(ies) continuing to operate the  C  System without
the prior consent of  A .  Any such entity(ies) shall consent to be bound by
the obligations of  B  to  A  hereunder.   A  may assign its rights and
obligations hereunder to an affiliated entity capable of performing the
services hereunder without the prior consent of  B .


                                   Article 11

Matters unregulated by this Agreement will be governed by the Civil Code.





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                                   Article 12

Potential disputes will be resolved by courts headquartered in the United
States.


                                   Article 13

This Agreement was prepared in two counterparts, one for each party.




 A




By:
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 B




By:
   ------------------------------




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