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                                  EXHIBIT 10.39

                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement"), dated as of 4 October, 2001 is entered
into by and between iNTELEFILM CORPORATION, a Minnesota corporation (the
"Company") and CHRISTOPHER T. DAHL ("Employee").

         In consideration of the mutual covenants herein, the parties hereby
agree as follows:

         1.       Employment, Term and Duties. Upon the terms and subject to the
                  conditions contained herein, Company hereby employs Employee
                  to assist as necessary and as needed or required in the
                  negotiations for the sale of Chelsea and Curious Pictures and
                  management of the ABC/Disney litigation currently pending in
                  the United States District Court for Minnesota for a period of
                  three years commencing on the Effective Date and ending upon
                  the third anniversary of the Effective Date (the "Employment
                  Term").

         2.       Location of Services. Employee shall render the duties
                  hereunder at a location of his choosing outside the present
                  offices of Company. Mr. Dahl will vacate his present offices
                  on or before October 31, 2001.

         3.       Office Space Allowance. Employee shall receive an office
                  administrative allowance of $25,000 per year during the
                  Employment Term. Such allowance shall be paid in equal monthly
                  installments throughout the Employment Term. Payment of such
                  office administrative allowance shall accelerate upon the sale
                  or merger of the Company. For purposes of this article, sale
                  or merger is not defined as a merger between iNTELEFILM and
                  WebADTV.

         4.       Furniture. Employee shall be entitled to keep his present
                  office furniture consisting of: desk, two side chairs, two
                  office computers, two black sofas, a Herman Miller conference
                  table, personal file cabinets, three art posters, and a
                  tapestry.

         5.       Base Salary. During the Employment Term and subject to the
                  termination provisions contained herein, Company shall pay and
                  Employee shall be entitled to receive from Company, an annual
                  gross base salary equal to $175,000 ("Salary") payable two
                  times a month, on the 15th and last day of the month. Company
                  shall make all deductions, withholdings and/or payments that
                  are required by law from the gross sums payable to Employee
                  pursuant to the provisions of this Article. Payment of such
                  base salary shall accelerate upon the sale or merger of the
                  Company. For purposes of this article, sale or merger is not
                  defined as a merger between iNTELEFILM and WebADTV.


         6.       Bonus. By authority of the Board of Directors resolution dated
                  December 3, 1998, Employee shall be entitled to receive 27.5%
                  of the judgment pool which


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                  consists of 10% of the realized final judgment after payment
                  of attorney fees and taxes if any, after such judgment can not
                  be appealed in any court of law. Employee's entitlement to
                  such 27.5% is not subject to board or Chief Executive Officer
                  discretion and such amount is all that Employee or companies
                  which he owns or controls is entitled to.

         7.       Forgiveness of Debt Owed by Employee to Company. Employee owes
                  debt to Company in the form of promissory notes principal and
                  interest as set forth in the schedule attached as Exhibit B
                  for 175,000 shares of stock previously acquired upon the
                  exercise of stock options. The Company agrees to forgive this
                  debt over time, the timing of such forgiveness to be at the
                  discretion of Employee. The terms of the notes herein
                  referenced shall be modified to be non-interest bearing from
                  the Effective Date. Employee is responsible for any and all
                  payments of income taxes and/or withholding resulting from
                  such modification of the notes and forgiveness.

         8.       Warrants and Stock Options. Employee shall be entitled to
                  continue to vest in all warrants and stock options currently
                  designated to Employee in accordance with and under the terms
                  of the stock option agreements to which they comport. Vesting
                  of such stock options shall accelerate upon the sale or merger
                  of the Company. For purposes of this article, sale or merger
                  is not defined as a merger between iNTELEFILM and WebADTV.

         9.       Travel and Business Expenses. Company shall reimburse Employee
                  for all reasonable business expenses incurred during travel on
                  behalf of the Company. All such travel shall be approved in
                  advance by the Company's Chief Executive Officer.

         10.      Employee Benefits. Employee shall be entitled to receive
                  health care insurance benefits, automobile expenses, club dues
                  and miscellaneous expenses of $25,000 per annum for the
                  Employment Term. Such amount to be payable in equal monthly
                  installments for the Employment Term.

         11.      Board Membership. Employee shall not be entitled to board
                  membership on the board of the Company or any of its
                  subsidiaries. Employee shall tender his resignation from the
                  board of directors and as an officer of the Company and its
                  subsidiaries substantially in the form attached as Exhibit A
                  simultaneously with the execution of this Employment
                  Agreement.

         12.      Severance Agreement. Employee shall release Company from any
                  and all obligations stemming from that certain severance
                  agreement dated April 1, 1999 executed by iNTELEFILM Corp. for
                  the benefit of Employee. Employee agrees that the terms and
                  conditions of this Employment Agreement supersede and replace
                  in their entirety the terms of the herein referenced severance
                  agreement.



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         12.      Representations and Warranties of Employee. Employee
                  represents and warrants that Employee has the full right,
                  power, authority, and capacity, and is free, without
                  restriction, to enter into and perform this Agreement and
                  Employee shall materially perform each and all of the material
                  terms and obligations of this Agreement to be performed by
                  Employee; that by entering into this Agreement and performing
                  the services to be performed by Employee hereunder, Employee
                  will not knowingly violate or interfere with the rights of any
                  other person or entity, and that Employee is not subject to
                  any contract, understanding or obligation which will or might
                  prevent, interfere with or impair the full performance by
                  Employee of these obligations under this Agreement.

         13.      Confidentiality and Non-Solicitation.

                  13.1 Covenant Not to Disclose. Other than as required to
                  perform his duties in accordance with this Agreement and for
                  purposes of furthering the business of Company, Employee shall
                  not use or cause to be used any customer lists, trade secrets
                  or any other confidential business information obtained by
                  hisr as a result of his employment or relationship to Company
                  or any affiliate of Company. Employee acknowledges the
                  interest of Company in maintaining the confidentiality of
                  information related to its business and, other than as
                  required to perform his duties, shall not at any time during
                  the Employment Term or thereafter, directly or indirectly, use
                  or cause to be used, reveal or cause to be revealed to any
                  person or entity the trade secrets, customer lists or other
                  confidential business information obtained by him as a result
                  of his employment or relationship with Company or any
                  affiliate of Company, except when authorized in writing to do
                  so by the Board of Directors of Company; provided, however,
                  that the parties acknowledge that it is not the intent of this
                  Section 13.1 to include within its subject matter (i)
                  information that the Employee is required by law or the legal
                  process to divulge, or (ii) information which is in the public
                  domain.

                  13.2 Covenant to Deliver Records. During Employee's employment
                  by Company, Employee will hold as Company's property all
                  memoranda, books, papers, letters, price lists, contracts,
                  agreements and the like, and all copies thereof, in any way
                  relating to the business operations of Company, whether made
                  by Employee or coming into Employee's possession. Upon
                  termination of employee's employment or on demand at any time
                  prior thereto, employee shall deliver the same to Company
                  without retaining any copies thereof.

                  13.3 Non-solicitation and Non-Competition.

                  (a)      Employee agrees that he will not, during the
                           Employment Term and for one (1) year thereafter (the
                           "Post-Termination Period"), directly or indirectly
                           through the actions of any other person or entity,
                           whether for his own benefit or the benefit of any
                           third party, solicit, divert, or take away, or
                           attempt to solicit, divert or take away, any
                           individual who either renders


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                           services of a non clerical nature (including, but not
                           limited to, producers, directors and sales
                           representatives), or advise, induce or attempt to
                           advise to induce any such individual to either
                           terminate or curtail his/her employment or service
                           relationship with Company or to enter into an
                           employment or service relationship with any person or
                           entity that is a competitor of Company.

                  (b)      Employee agrees that he will not, during the
                           Employment Term and for one (1) year thereafter (the
                           "Post-Termination Period"), directly or indirectly
                           through the actions of any person or entity, whether
                           for her own benefit or for that of another person or
                           entity, solicit, divert or take away, or attempt to
                           solicit, divert or take away any individual who
                           either renders services of a non clerical nature
                           (including, but not limited to, producers, directors,
                           and sales representatives), or advise, induce or
                           attempt to advise to induce any such individual to
                           either terminate or curtail his/her employment or
                           service relationship with Company or to enter into an
                           employment or service relationship with any person or
                           entity that is a competitor of Company.

                  (c)      Employee agrees that he will not, during the
                           Employment Term and thereafter, directly or
                           indirectly through the actions of any person or
                           entity, whether for her own benefit or for that of
                           another person or entity, take any action, or advise
                           or assist any person or entity to take any action,
                           that would impair the goodwill of the business of the
                           Company, including, but not limited to, actions that
                           would interfere with or damage the Company's business
                           relationships with its employees, lenders, creditors,
                           clients and others with whom it does business.

                  (d)      Employee will not, during the Employment Term or the
                           Post-Termination Period, undertake the planning or
                           organization of a business that is or is intended to
                           be competitive with the business of the Company or
                           otherwise directly or indirectly compete with the
                           Company or render services or assistance to any
                           person or entity that is competing or intends to
                           compete with the Company.

                  13.4 Injunctive Relief. Employee agrees that a monetary remedy
                  for a breach of this Article 13 of this Agreement will be
                  inadequate, and will be impracticable and extremely difficult
                  to prove, and further agrees that such a breach would cause
                  the Company irreparable injury and damages. Therefore, without
                  in any way limiting Company's other rights and remedies, the
                  Company shall be entitled to temporary and permanent
                  injunctive relief without the necessity of proving actual
                  damages. Employee agrees that the Company is entitled to such
                  relief, including temporary restraining orders, preliminary
                  injunctions and permanent injunctions, without the necessity
                  of posting a bond or making any undertaking in connection
                  therewith. Any such requirement of a bond or undertaking is
                  hereby waived by Employee, and Employee acknowledges that in
                  the absence of such a waiver of a bond or undertaking which
                  might otherwise be required by the court.


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         14.      Termination.

                  (a) Death or Disability. The Company may immediately terminate
                  this Agreement in the event of the death of Employee or if
                  Employee becomes disabled, which is defined as Employee not
                  being able to substantially perform all of her obligations
                  hereunder for a period of three (3) consecutive months or
                  three (3) months in the aggregate during any consecutive six
                  (6) month period. Such termination shall terminate any and all
                  obligations of Company to Employee under this Agreement other
                  than Employee's theretofore accrued rights hereunder. In the
                  event of a disagreement concerning Employee's disability, the
                  matter shall be resolved by a majority decision of three (3)
                  practicing physicians, one selected by Employee, one selected
                  by Company, and one selected by both such physicians.

                  (b) Cause. The Company may immediately terminate Employee's
                  employment hereunder at any time for cause, which shall mean
                  (i) termination by reason of fraud or embezzlement or
                  indictment of Employee of any felony or crime involving moral
                  turpitude or larceny; (ii) the commission by Employee of an
                  act of dishonesty constituting a crime; (iii) intentional
                  dereliction in the performance of Employee's duties or
                  responsibilities; (iv) the failure to carry out the directives
                  of the Board of Directors of the Company or the Vice President
                  relating to the conduct of the Company's business; (v) breach
                  of any material duty by Employee within the course of
                  Employee's employment hereunder; (vi) breach by Employee of
                  this Agreement; or (vii) knowingly imparting confidential
                  information relating to the business of the Company or its
                  personnel.

                  In the event Employee is terminated for cause, he will not be
                  entitled to any other compensation other than his then accrued
                  rights.

         15.      Miscellaneous.

                  15.1 Notices. Any notice or other communications required or
                  permitted to be given to the parties hereto shall be deemed to
                  have been given when received, addressed as follows (or at
                  such other address as the party addressed may have substituted
                  by notice pursuant to this section 15.1):

                                    (a)     If to Company:

                                            iNTELEFILM CORPORATION
                                            Crosstown Corporate Center
                                            6385 Old Shady Oak Road Suite 290
                                            Eden Prairie, MN  55344
                                            Telecopier: (952) 925-8840

                                            With copy to:



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                                            Judite Fluger, Esq.
                                            iNTELEFILM, Corporation
                                            Crosstown Corporate Center
                                            6385 Old Shady Oak Road Suite 290
                                            Eden Prairie, MN  55344
                                            Telecopier: (952) 925-8845


                                    (b)     If to Employee

                                            Christopher T. Dahl
                                            2662 Hamel Road
                                            Medina, MN  55340

                                            With copy to:



                  or to such other addresses as may be set forth in a written
                  notice given by either party to the other party in the manner
                  described in this section.

                  15.2 Heading, The captions set forth in this Agreement are for
                  convenience only and shall not be considered as part of this
                  Agreement or as in any way limiting or amplifying the terms
                  and provisions hereof.

                  15.3 Severability. In case this Agreement, or any one or more
                  of the provisions hereof, shall be held to be invalid, illegal
                  or unenforceable within any governmental jurisdiction or
                  subdivision thereof, this Agreement or any such provision or
                  provisions shall not as a result thereof be deemed to be
                  invalid, illegal or unenforceable in any other governmental
                  jurisdiction or subdivision thereof. In case any one or more
                  of the provisions contained in this Agreement shall for any
                  reason be held to be invalid, illegal or unenforceable in any
                  other respect, such invalidity, illegality or unenforceable
                  provision shall be deemed as though it had never been
                  contained herein and there shall be deemed substituted, such
                  other provision as will most nearly accomplish the intent of
                  the parties to the extent permitted by applicable law.

                  15.4 Entire Agreement. This Agreement contains the entire
                  agreement of the parties hereto with respect to the subject
                  matter hereof. Any amendment to this Agreement shall not be
                  effective unless it is in writing and signed by both parties.

                  15.5 Non-Assignability. The obligations of Employee hereunder
                  are personal and may not be assigned or transferred in any
                  manner whatsoever. This Agreement shall be binding upon and
                  inure to the benefit of the parties hereto and their
                  respective successors, assigns, heirs, administrators and
                  executors.


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                  15.6 Third Party Beneficiaries.This Agreement is not for the
                  benefit of any third party who is not referred to herein and
                  shall not be deemed to give any right or remedy to any such
                  third party.

                  15.7 No Waiver. The failure of Company at any time to require
                  Employee's performance of any provision hereof shall not
                  affect its right thereafter to enforce the same, nor shall the
                  waiver by Company of any breach of any provision hereof be
                  construed to be a waiver of any succeeding breach of any such
                  provision, or as a waiver of the provision itself.

                  15.8 Counterparts. This Agreement may be executed
                  simultaneously in two or more counterparts, each of which
                  shall be deemed an original, but all of which together shall
                  constitute one and the same Agreement.

         16.      Outside Counsel. The parties hereto acknowledge that: (i) they
                  have been represented by independent counsel in connection
                  with this Employment Agreement; (ii) they have executed this
                  Agreement with the advise of such counsel; (iii) this
                  Employment Agreement is the result of negotiations between the
                  parties hereto and the advice and assistance of their
                  respective legal counsel. The fact that this Employment
                  Agreement was prepared by either parties' counsel shall be
                  deemed as a matter of convenience and shall have no importance
                  or significance. Any uncertainty or ambiguity in this
                  Employment Agreement shall not be construed against the
                  drafter simply because it prepared this Employment Agreement
                  in its final form.


                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be duly executed and delivered as the day and year first
         above written.

INTELEFILM CORPORATION                          CHRISTOPHER T. DAHL


By:  /s/ Mark A. Cohn                             /s/ Chrisopher T. Dahl
   -------------------------------              --------------------------------
Its:  Chairman
    ------------------------------