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                                                                    Exhibit 10.2



                                                            @ENTERTAINMENT, INC.
                                  COMMON STOCK
                             (PAR VALUE $.01 EACH)


                             UNDERWRITING AGREEMENT
                                 (U.S. VERSION)


                                                                July [   ], 1997
Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
 As representatives of the several Underwriters
   named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

     @Entertainment, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
 ........ shares (the "Firm Shares") and, at the election of the Underwriters,
up to  .........  additional shares (the "Optional Shares") of Common Stock,
par value $.01 each ("Stock"), of the Company (the Firm Shares and the Optional
Shares that the Underwriters elect to purchase pursuant to Section 2 hereof
being collectively called the "Shares").

     It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement (the "International Underwriting
Agreement") providing for the sale by the Company of up to a total of ........
shares of Stock (the "International Shares"), including the overallotment option
thereunder, through arrangements with certain underwriters outside the United
States (the "International Underwriters"), for whom Goldman Sachs International
and Merrill Lynch International are acting as lead managers. Anything herein or
therein to the contrary notwithstanding, the respective closings under this
Agreement and the International Underwriting Agreement are hereby expressly made
conditional on one another. The Underwriters hereunder and the International
Underwriters are simultaneously entering into an Agreement between U.S. and
International Underwriting Syndicates (the "Agreement between Syndicates") which
provides, among other things, for the transfer of shares of Stock between the
two syndicates. Two forms of prospectus are to be used in connection with the
offering and sale of shares of Stock contemplated by the foregoing, one relating
to the Shares hereunder and the other relating to the International Shares. The
latter form of prospectus will be identical to the former except for certain
substitute pages and amendments thereto as mentioned below. Except as used in
Sections 2, 3, 4, 9 and 11 herein, and except as the context may otherwise
require, references hereinafter to the Shares shall include all the shares of
Stock which may be sold pursuant to either this Agreement or the International
Underwriting Agreement, and references


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herein to any prospectus whether in preliminary or final form, and whether as
amended or supplemented, shall include both the U.S. and the international
versions thereof.

     1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

           (a) A registration statement on Form S-1 (File No. 333-....) (the
      "Initial Registration Statement") in respect of the Shares has been filed
      with the Securities and Exchange Commission (the "Commission"); the
      Initial Registration Statement and any pre-effective or post-effective
      amendments thereto, each in the form heretofore delivered to you, and,
      excluding exhibits thereto, to you for each of the other Underwriters,
      have been declared effective by the Commission in such form; other than a
      registration statement, if any, increasing the size of the offering (a
      "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
      the Securities Act of 1933, as amended (the "Act"), which became effective
      upon filing, no other document with respect to the Initial Registration
      Statement has heretofore been filed with the Commission; and no stop order
      suspending the effectiveness of the Initial Registration Statement, any
      post-effective amendment thereto or the Rule 462(b) Registration
      Statement, if any, has been issued and no proceeding for that purpose has
      been initiated or threatened by the Commission (any preliminary prospectus
      included in the Initial Registration Statement or filed with the
      Commission pursuant to Rule 424(a) of the rules and regulations of the
      Commission under the Act, is hereinafter called a "Preliminary
      Prospectus"; the various parts of the Initial Registration Statement and
      the Rule 462(b) Registration Statement, if any, including all exhibits
      thereto and including the information contained in the form of final
      prospectus filed with the Commission pursuant to Rule 424(b) under the Act
      in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A
      under the Act to be part of the Initial Registration Statement at the time
      it was declared effective or such part of the Rule 462(b) Registration
      Statement, if any, became or hereafter becomes effective, each as amended
      at the time such part of the registration statement became effective, are
      hereinafter collectively called the "Registration Statement"; such final
      prospectus, in the form first filed pursuant to Rule 424(b) under the Act,
      is hereinafter called the "Prospectus");

           (b) No order preventing or suspending the use of any Preliminary
      Prospectus has been issued by the Commission, and each Preliminary
      Prospectus, at the time of filing thereof, conformed in all material
      respects to the requirements of the Act and the rules and regulations of
      the Commission thereunder, and did not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Goldman, Sachs & Co. expressly for use therein;

           (c) The Registration Statement conforms, and the Prospectus and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the rules and regulations of the Commission thereunder and do
      not and will not, as of the applicable effective date as to the
      Registration Statement and any amendment thereto and as of the applicable
      filing date as to the Prospectus and any amendment or supplement thereto,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; provided, however, that this


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      representation and warranty shall not apply to any statements or
      omissions made in reliance upon and in conformity with information
      furnished in writing to the Company by an Underwriter through Goldman,
      Sachs & Co. expressly for use therein;

           (d) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited financial statements included in the
      Prospectus any material loss or interference with its business from fire,
      explosion, flood or other calamity, whether or not covered by insurance,
      or from any labor dispute or court or governmental action, order or
      decree, otherwise than as set forth or contemplated in the Prospectus;
      and, since the respective dates as of which information is given in the
      Registration Statement and the Prospectus, there has not been any change
      in the capital stock or consolidated long-term or short-term debt of the
      Company or any of its subsidiaries or any material adverse change, or any
      development involving a prospective material adverse change, in or
      affecting the general affairs, management, financial position,
      stockholders' equity or results of operations of the Company and its
      subsidiaries taken as a whole (a "Material Adverse Effect"), otherwise
      than as set forth or contemplated in the Prospectus;

           (e) The Company and its subsidiaries have good and marketable title
      to all real property and good and marketable title to all personal
      property owned by them, in each case free and clear of all liens,
      encumbrances and defects except such as are described in the Prospectus or
      such as do not result in a Material Adverse Effect; and any real property
      and buildings held under lease by the Company and its subsidiaries are
      held by them under valid, subsisting and enforceable leases with such
      exceptions as are not material and do not interfere with the use made and
      proposed to be made of such property and buildings by the Company and its
      subsidiaries;

           (f) The Company has been duly incorporated and is validly existing as
      a corporation in good standing under the laws of the State of Delaware,
      with power and authority (corporate and other) to own its properties and
      conduct its business as described in the Prospectus, and has been duly
      qualified as a foreign corporation for the transaction of business and is
      in good standing under the laws of each other jurisdiction in which it
      owns or leases properties or conducts any business so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be so qualified in any such jurisdiction;

           (g) The Company has an authorized capitalization as set forth in the
      Prospectus, and all of the issued shares of capital stock of the Company
      have been duly and validly authorized and issued, are fully paid and
      non-assessable and conform to the description of the Stock contained in
      the Prospectus;

           (h) This Agreement and the International Underwriting Agreement has
      been duly authorized, executed and delivered by the Company;

           (i) Each subsidiary of the Company that (i) is a "significant
      subsidiary" (as that term is defined in Regulation S-X under the 1933 Act)
      or (ii) that holds any valid Permits (as such term is defined in the
      Prospectus) is listed on Schedule II hereto (each subsidiary listed on
      Schedule II hereto is hereinafter referred to as a "Designated Subsidiary"
      and, collectively, the "Designated Subsidiaries"), and has been duly
      organized and is validly existing as a corporation under the laws of the
      jurisdiction of its incorporation, has corporate power and corporate
      authority to own, lease and operate its properties and to conduct its
      business as described in the Prospectus and is not required to be
      qualified as a foreign corporation to transact


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      business or to own or lease property in any jurisdiction where it owns or
      leases property or transacts business; all of the issued and outstanding
      capital stock of each Designated Subsidiary has been duly authorized and
      validly issued, is fully paid and non-assessable (except, in the case of
      any Polish limited liability company, any statutory liability for taxes)
      and, except as otherwise disclosed in the Prospectus, is owned by the
      Company, directly or through subsidiaries, free and clear of any security
      interest, mortgage, pledge, lien, encumbrance, claim or equity, except for
      (i) the pledge of o shares of Polska Telewizja Kablowa - Warszawa S.A. and
      of o shares of Polska Telewizja Kablowa - Krakow S.A. held by Poland
      Cablevision (Netherlands) B.V. ("PCBV") and of o shares of Polska
      Telewizja Kablowa - Lublin S.A. held by Poltelkab Sp z o.o. as security
      for the loan of $o granted on August 28, 1996 by the American Bank in
      Poland to Poland Communications, Inc. ("PCI") and (ii) the pledge of
      shares of Polska Telewizja Kablowa S.A. held by PCBV as security for the
      loan of $o granted on o by [OPIC] to [PCI] (collectively, the "Share
      Pledges"); none of the outstanding shares of capital stock of the
      Designated Subsidiaries was issued in violation of any preemptive or
      similar rights arising by operation of law, or under the statute or
      by-laws (or other similar organizational documents) of any Designated
      Subsidiary or under any agreement to which the Company or any Designated
      Subsidiary is a party. The subsidiaries of the Company other than the
      Designated Subsidiaries, considered in the aggregate as a single
      subsidiary, do not constitute a "significant subsidiary" as defined in
      Rule 1-02 of Regulation S-X;

           (j) There are no restrictions (legal, contractual or otherwise) on
      the ability of the Designated Subsidiaries to declare and pay dividends or
      make any payment or transfer of property or assets to their shareholders
      other than those referred to in the Prospectus and except for restrictions
      relating to the Share Pledges and the pledge of certain assets of [GOSAT]
      as security for the loan of $- granted on May 18, 1993 by Polski Bank
      Rozwoju to [PCI] (the "Asset Pledge" and, together with the Share Pledges,
      the "Pledges");

           (k) The Shares have been duly and validly authorized and, when issued
      and delivered against payment therefor as provided herein and in the
      International Underwriting Agreement, will be duly and validly issued and
      fully paid and non-assessable and will conform to the description of the
      Stock contained in the Prospectus;

           (l) The issue and sale of the Shares by the Company hereunder and
      under the International Underwriting Agreement and the compliance by the
      Company with all of the provisions of this Agreement and the International
      Underwriting Agreement and the consummation of the transactions herein and
      therein contemplated will not conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument to which the Company or any of its subsidiaries is
      a party or by which the Company or any of its subsidiaries is bound or to
      which any of the property or assets of the Company or any of its
      subsidiaries is subject, nor will such action result in any violation of
      the provisions of the Certificate of Incorporation or By-laws (or other
      similar organizational documents) of the Company or any of its
      subsidiaries or any statute or any order, rule or regulation of any court
      or governmental agency or body having jurisdiction over the Company or any
      of its subsidiaries or any of their properties; and no consent, approval,
      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is required for the issue and sale of
      the Shares or the consummation by the Company of the transactions
      contemplated by this Agreement and the International Underwriting
      Agreement, except the registration under the Act and the Securities
      Exchange Act of 1934, as amended (the "Exchange Act") of the Shares, the


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      quotation of the Shares on the National Association of Securities Dealers
      Automated Quotations National Market System ("NASDAQ") and such consents,
      approvals, authorizations, registrations or qualifications as may be
      required under state or foreign securities or Blue Sky laws in connection
      with the purchase and distribution of the Shares by the Underwriters and
      the International Underwriters;

           (m) Neither the Company nor any of its subsidiaries is in violation
      of its Certificate of Incorporation or By-laws (or other similar
      organizational documents) or in default in the performance or observance
      of any obligation, agreement, covenant or condition contained in any
      indenture, mortgage, deed of trust, loan agreement, lease or other
      agreement or instrument to which it is a party or by which it or any of
      its properties may be bound, except as otherwise disclosed in the
      Prospectus and except for such defaults that would not result in a
      Material Adverse Effect;

           (n) The statements set forth in the Prospectus under the caption
      "Description of Capital Stock", insofar as they purport to constitute a
      summary of the terms of the Stock, under the captions "U.S. Federal Income
      Tax Considerations", "Regulation", "Certain Relationships and Related
      Transactions", "Shares Eligible for Future Sale" and "Underwriting",
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate, complete and fair;

           (o) Other than as set forth or contemplated in the Prospectus, there
      are no legal or governmental proceedings pending to which the Company or
      any of its subsidiaries is a party or of which any property of the Company
      or any of its subsidiaries is the subject which, if determined adversely
      to the Company or any of its subsidiaries, would individually or in the
      aggregate have a material adverse effect on the current or future
      consolidated financial position, stockholders' equity or results of
      operations of the Company and its subsidiaries; and, to the best of the
      Company's knowledge, no such proceedings are threatened or contemplated by
      governmental authorities or threatened by others. The aggregate of all
      pending legal or governmental proceedings to which the Company or any
      subsidiary thereof is a party or of which any of their respective property
      or assets is the subject which are not described in the Prospectus,
      including ordinary routine litigation incidental to the business, could
      not reasonably be expected to result in a material adverse effect on the
      current or future consolidated financial position, stockholders' equity or
      results of operations of the Company and its subsidiaries;

           (p) No labor dispute with the employees of the Company or any of its
      subsidiaries exists or is imminent, and the Company is not aware of any
      existing or imminent labor disturbance by the employees of any of its or
      any of its subsidiaries' principal suppliers, customers or contractors,
      which, in either case, may reasonably be expected to result in a material
      adverse effect on the current or future consolidated financial position,
      stockholders' equity or results of operations of the Company and its
      subsidiaries;

           (q) The Company is not and, after giving effect to the offering and
      sale of the Shares, will not be an "investment company" or an entity
      "controlled" by an "investment company", as such terms are defined in the
      Investment Company Act of 1940, as amended (the "Investment Company Act");

           (r) The Company has not been in any prior taxable year, and, based on
      its understanding and estimates of its income and receipts, will not be
      for the taxable year that includes the offering a "personal holding
      company" within the meaning of Section 542 of the Internal Revenue Code of
      1986, as amended.



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           (s) KPMG Peat Marwick LLP, who have certified certain financial
      statements of the Company and its subsidiaries, are independent public
      accountants as required by the Act and the rules and regulations of the
      Commission thereunder;

           (t) The financial statements, together with the related schedules and
      notes, of the Company and its consolidated subsidiaries included in the
      Prospectus present fairly the financial position of the Company and its
      consolidated subsidiaries at the dates indicated and the statement of
      operations, stockholders' equity and cash flows of the Company and its
      consolidated subsidiaries for the periods specified; said financial
      statements have been prepared in conformity with United States generally
      accepted accounting principles ("GAAP") applied on a consistent basis
      throughout the periods involved. The supporting schedules, if any,
      included in the Prospectus present fairly in accordance with GAAP the
      information required to be stated therein. The selected consolidated
      financial data and the summary consolidated financial data included in the
      Prospectus present fairly the information shown therein and have been
      compiled on a basis consistent with that of the unaudited interim
      consolidated financial statements and the audited consolidated financial
      statements included in the Prospectus;

           (u) Except as otherwise disclosed in the Prospectus, the Company and
      each of its subsidiaries own or possess, or can acquire on reasonable
      terms, adequate patents, patent rights, licenses, inventions, copyrights,
      know-how (including trade secrets and other unpatented and/or unpatentable
      proprietary or confidential information, systems or procedures),
      trademarks, service marks, trade names or other intellectual property
      (collectively, "Intellectual Property") necessary to carry on the business
      now operated by them. Neither the Company nor any of its subsidiaries has
      received any notice or is otherwise aware of any infringement of or
      conflict with asserted rights of others with respect to any Intellectual
      Property or of any facts or circumstances which would render any
      Intellectual Property invalid or inadequate to protect the interest of the
      Company or any of its subsidiaries therein, and which infringement or
      conflict (if the subject of any unfavorable decision, ruling or finding)
      or invalidity or inadequacy, singly or in the aggregate, would result in a
      material adverse effect on the current or future consolidated financial
      position, stockholders' equity or results of operations of the Company and
      its subsidiaries;

           (v) Except as otherwise disclosed in the Prospectus, the Company and
      each of its subsidiaries possess such permits, licenses, approvals,
      concessions, consents and other authorizations (including, without
      limitation, all permits required for the operation of the business of the
      Company and each of its subsidiaries by the Republic of Poland and the
      United Kingdom) issued by the appropriate domestic or foreign regulatory
      agencies or bodies, other governmental authorities or self regulatory
      organizations (collectively, the "Licenses") necessary to conduct the
      business now operated by them or any business currently proposed to be
      conducted by them; the Company and each of its subsidiaries are in
      compliance with the terms and conditions of all such Licenses; all of the
      Licenses are valid and in full force and effect; and neither the Company
      nor any of its subsidiaries has received any notice of proceedings
      relating to the revocation or modification of any such Licenses. There
      exists no reason or cause that could justify the variation, suspension,
      cancellation or termination of any such Licenses held by the Company or
      any of its subsidiaries with respect to the construction or operation of
      their respective businesses. In so far as the Company currently does not
      possess the Licenses necessary to conduct its business in certain areas
      where it currently operates cable systems, the Company is either (i)
      applying for the necessary Licenses or (ii) making the necessary
      investments which will enable it to obtain the necessary Licenses, and in
      each case, the Company has no reason to believe that


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      such Licenses will not be granted, and further, the Company has no reason
      to believe that the operations for which it currently does not possess the
      necessary Licenses will suffer a Material Adverse Effect by reason of them
      not possessing such necessary Licenses;

           (w) The Company and its subsidiaries have filed all domestic and
      foreign tax returns that are required to be filed or have duly requested
      extensions thereof and have paid all taxes required to be paid by any of
      them and any related assessments, fines or penalties, except for any such
      tax, assessment, fine or penalty that is being contested in good faith and
      by appropriate proceedings; and adequate charges, accruals and reserves
      have been provided for in the financial statements referred to in Section
      1(t) above in respect of all domestic and foreign taxes for all periods as
      to which the tax liability of the Company or any of its subsidiaries has
      not been finally determined or remains open to examination by applicable
      taxing authorities.

           As of the date hereof, no material income, stamp or other taxes or
      levies, imposts, deductions, charges, compulsory loans or withholdings
      whatsoever are or will be, under applicable law in the Republic of Poland,
      imposed, assessed, levied or collected by the Republic of Poland or any
      political subdivision or taxing authority thereof or therein on or in
      respect of principal, interest, premiums, penalties or other amounts
      payable under any indebtedness of any of the Company's subsidiaries;

           (x) (i) Neither the Company nor any of its subsidiaries is in
      violation of any statute, law, rule, regulation, ordinance, code, policy
      or rule of common law or any judicial or administrative interpretation
      thereof including any judicial or administrative order, consent, decree or
      judgment, relating to pollution or protection of human health, the
      environment (including, without limitation, ambient air, surface water,
      groundwater, land surface or subsurface strata) or wildlife, including,
      without limitation, laws and regulations relating to the release or
      threatened release of chemicals, pollutants, contaminants, wastes, toxic
      substances, hazardous substances, petroleum or petroleum products
      (collectively, "Hazardous Materials") or to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials (collectively, "Environmental Laws"), (ii) the Company
      and its subsidiaries have all permits, authorizations and approvals, if
      any, required under any applicable Environmental Laws and are each in
      compliance with their requirements, (iii) there are no pending or
      threatened administrative, regulatory or judicial actions, suits, demands,
      demand letters, claims, liens, notices of noncompliance or violation,
      investigation or proceedings relating to any Environmental Law against the
      Company or any of its subsidiaries and (iv) there are no events or
      circumstances that might reasonably be expected to form the basis of an
      order for clean-up or remediation, or an action, suit or proceeding by any
      private party or governmental body or agency, against or affecting the
      Company or any of its subsidiaries relating to Hazardous Materials or
      Environmental Laws;

           (y) The Company and each of its subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with the existing assets at reasonable intervals
      and appropriate action is taken with respect to any differences.


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      The Company and its subsidiaries have not made, and, to the knowledge of
      the Company, no employee or agent of the Company or any subsidiary has
      made, any payment of the Company's funds or any subsidiary's funds or
      received or retained any funds (i) in violation of the Foreign Corrupt
      Practices Act, as amended, or (ii) in violation of any other applicable
      law, regulation or rule; and

           (z) The Company and each of its subsidiaries carry, or are covered
      by, insurance in such amounts and covering such risks as is adequate for
      the conduct of their respective businesses and the value of their
      respective properties and as is customary for companies engaged in similar
      businesses or similar industries.

     2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
at a purchase price per share of $........................, the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto and
(b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the
purchase price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction, the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.

     The Company hereby grants to the Underwriters the right to purchase at
their election up to ............ Optional Shares, at the purchase price per
share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares.  Any such election to purchase
Optional Shares may be exercised only by written notice from you to the
Company, given within a period of 30 calendar days after the date of this
Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company otherwise agree in
writing, earlier than two or later than ten business days after the date of
such notice.

     3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

     4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., for the account of such Underwriter, against payment by or
on behalf of such Underwriter of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in same day
funds. The Company will cause the certificates representing the Shares to be
made available for checking and packaging at least twenty-four hours prior to
the Time of Delivery (as defined below) with respect thereto at the office of
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York City time, on
 ............., 1997 or such other time and date as Goldman, Sachs & Co. and the
Company may agree upon in writing, and, with respect to the Optional


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Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co.
in the written notice given by Goldman, Sachs & Co. of the Underwriters'
election to purchase such Optional Shares, or such other time and date as
Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and
date for delivery of the Firm Shares is herein called the "First Time of
Delivery", such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery", and each
such time and date for delivery is herein called a "Time of Delivery".

     (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7(o) hereof, will be delivered at the offices of Shearman &
Sterling, 199 Bishopsgate, London, EC2M 3TY, England (the "Closing Location"),
and the Shares will be delivered at the Designated Office, all at such Time of
Delivery. A meeting will be held at the Closing Location at .......p.m., New
York City time, on the New York Business Day next preceding such Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Agreement, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

     5. The Company agrees with each of the Underwriters:

           (a) To prepare the Prospectus in a form approved by you and to file
      such Prospectus pursuant to Rule 424(b) under the Act not later than the
      Commission's close of business on the second business day following the
      execution and delivery of this Agreement, or, if applicable, such earlier
      time as may be required by Rule 430A(a)(3) under the Act; to make no
      further amendment or any supplement to the Registration Statement or
      Prospectus which shall be disapproved by you promptly after reasonable
      notice thereof; to advise you, promptly after it receives notice thereof,
      of the time when any amendment to the Registration Statement has been
      filed or becomes effective or any supplement to the Prospectus or any
      amended Prospectus has been filed and to furnish you with copies thereof;
      to advise you, promptly after it receives notice thereof, of the issuance
      by the Commission of any stop order or of any order preventing or
      suspending the use of any Preliminary Prospectus or prospectus, of the
      suspension of the qualification of the Shares for offering or sale in any
      jurisdiction, of the initiation or threatening of any proceeding for any
      such purpose, or of any request by the Commission for the amending or
      supplementing of the Registration Statement or Prospectus or for
      additional information; and, in the event of the issuance of any stop
      order or of any order preventing or suspending the use of any Preliminary
      Prospectus or prospectus or suspending any such qualification, promptly to
      use its best efforts to obtain the withdrawal of such order;

           (b) Promptly from time to time to take such action as you may
      reasonably request to qualify the Shares for offering and sale under the
      securities laws of such jurisdictions as you may request and to comply
      with such laws so as to permit the continuance of sales and dealings
      therein in such jurisdictions for as long as may be necessary to complete
      the distribution of the Shares, provided that in connection therewith the
      Company shall not be required to qualify as a foreign corporation or to
      file a general consent to service of process in any jurisdiction;

           (c) Prior to 10:00 a.m., New York City time, on the New York Business
      Day next succeeding the date of this Agreement and from time to time, to
      furnish the Underwriters with copies of the Prospectus in New York City in
      such quantities as


                                       9


<PAGE>   10


      you may reasonably request, and, if the delivery of a prospectus is
      required at any time prior to the expiration of nine months after the time
      of issue of the Prospectus in connection with the offering or sale of the
      Shares and if at such time any event shall have occurred as a result of
      which the Prospectus as then amended or supplemented would include an
      untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made when such Prospectus is
      delivered, not misleading, or, if for any other reason it shall be
      necessary during such period to amend or supplement the Prospectus in
      order to comply with the Act, to notify you and upon your request to
      prepare and furnish without charge to each Underwriter and to any dealer
      in securities as many copies as you may from time to time reasonably
      request of an amended Prospectus or a supplement to the Prospectus which
      will correct such statement or omission or effect such compliance, and in
      case any Underwriter is required to deliver a prospectus in connection
      with sales of any of the Shares at any time nine months or more after the
      time of issue of the Prospectus, upon your request but at the expense of
      such Underwriter, to prepare and deliver to such Underwriter as many
      copies as you may request of an amended or supplemented Prospectus
      complying with Section 10(a)(3) of the Act;

           (d) To make generally available to its securityholders as soon as
      practicable, but in any event not later than eighteen months after the
      effective date of the Registration Statement (as defined in Rule 158(c)
      under the Act), an earnings statement of the Company and its subsidiaries
      (which need not be audited) complying with Section 11(a) of the Act and
      the rules and regulations thereunder (including, at the option of the
      Company, Rule 158);

           (e) During the period beginning from the date hereof and continuing
      to and including the date 180 days after the date of the Prospectus, not
      to offer, sell, contract to sell or otherwise dispose of, except as
      provided hereunder and under the International Underwriting Agreement, any
      securities of the Company that are substantially similar to the Shares,
      including but not limited to any securities that are convertible into or
      exchangeable for, or that represent the right to receive, Stock or any
      such substantially similar securities (other than pursuant to employee
      stock option plans existing on, or upon the conversion or exchange of
      convertible or exchangeable securities outstanding as of, the date of this
      Agreement), without your prior written consent; and to cause (i) each of
      Messrs. Robert E. Fowler, III, John S. Frelas, George Makowski, Przemyslaw
      Szmyt and David Warner (each a "Manager") to furnish to the Company and to
      the Underwriters, prior to the First Time of Delivery, a letter or letters
      (the "Lock-up Letters"), in form and substance satisfactory to counsel to
      the Underwriters, pursuant to which such Manager shall agree not to offer,
      sell, contract to sell or otherwise dispose of, any securities of the
      Company that are substantially similar to the Shares, including but not
      limited to any securities that are convertible into or exchangeable for,
      or that represent the right to receive, Stock or any such substantially
      similar securities, without your prior written consent, during the period
      beginning from the date hereof and continuing to and including the date
      728 days (two years) after the date of the Prospectus, and (ii) each
      shareholder of the Company (other than the Managers) and each holder of
      options or warrants in securities of the Company to furnish to the Company
      and to the Underwriters, prior to the First Time of Delivery, a Lock-up
      Letter, in form and substance satisfactory to counsel to the Underwriters,
      pursuant to which such shareholder shall agree not to offer, sell,
      contract to sell or otherwise dispose of, any securities of the Company
      that are substantially similar to the Shares, including but not limited to
      any securities that are convertible into or exchangeable for, or that
      represent the right to receive, Stock or any such substantially similar
      securities (other than upon the conversion or exchange of convertible or
      exchangeable securities outstanding as of the date of this Agreement),
      without your prior written


                                       10


<PAGE>   11


      consent, during the period beginning from the date hereof and continuing
      to and including the date 180 days after the date of the Prospectus;

           (f) To furnish to its stockholders as soon as practicable after the
      end of each fiscal year an annual report (including a balance sheet and
      statements of income, stockholders' equity and cash flows of the Company
      and its consolidated subsidiaries certified by independent public
      accountants) and, as soon as practicable after the end of each of the
      first three quarters of each fiscal year (beginning with the fiscal
      quarter ending after the effective date of the Registration Statement),
      consolidated summary financial information of the Company and its
      subsidiaries for such quarter in reasonable detail;

           (g) During a period of five years from the effective date of the
      Registration Statement, to furnish to you copies of all reports or other
      communications (financial or other) furnished to stockholders, and to
      deliver to you (i) as soon as they are available, copies of any reports
      and financial statements furnished to or filed with the Commission or any
      national securities exchange on which any class of securities of the
      Company is listed; and (ii) such additional information concerning the
      business and financial condition of the Company as you may from time to
      time reasonably request (such financial statements to be on a consolidated
      basis to the extent the accounts of the Company and its subsidiaries are
      consolidated in reports furnished to its stockholders generally or to the
      Commission);

           (h) To use the net proceeds received by it from the sale of the
      Shares pursuant to this Agreement and the International Underwriting
      Agreement in the manner specified in the Prospectus under the caption "Use
      of Proceeds";

           (i) To use its best efforts to list for quotation the Shares on
      NASDAQ;

           (j) [For all tax years commencing after the latest Time of Delivery],
      to take such reasonable steps as may be necessary in any year to avoid it
      becoming a "personal holding company" within the meaning of Section 542 of
      the Internal Revenue Code, as amended;

           (k) To file with the Commission such reports on Form SR as may be
      required by Rule 463 under the Act; and

           (l) If the Company elects to rely upon Rule 462(b), the Company shall
      file a Rule 462(b) Registration Statement with the Commission in
      compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the
      date of this Agreement, and the Company shall at the time of filing either
      pay to the Commission the filing fee for the Rule 462(b) Registration
      Statement or give irrevocable instructions for the payment of such fee
      pursuant to Rule 111(b) under the Act.

     6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the International Underwriting Agreement, the
Agreement between Syndicates, the Selling Agreement, the Blue Sky Memorandum,


                                       11


<PAGE>   12


closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Shares; (iii)
all expenses in connection with the qualification of the Shares for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky survey; (iv) all fees and
expenses in connection with listing the Shares on NASDAQ; (v) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Shares; (vi) the cost
of preparing stock certificates; (vii) the cost and charges of any transfer
agent or registrar; (viii) all costs and fees incurred by the Company and the
Underwriters in connection with any roadshows; and (ix) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses.

     7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

           (a) The Prospectus shall have been filed with the Commission pursuant
      to Rule 424(b) within the applicable time period prescribed for such
      filing by the rules and regulations under the Act and in accordance with
      Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b),
      the Rule 462(b) Registration Statement shall have been filed and become
      effective by 10:00 p.m., Washington, D.C. time, on the date of this
      Agreement; no stop order suspending the effectiveness of the Registration
      Statement or any part thereof shall have been issued and no proceeding for
      that purpose shall have been initiated or threatened by the Commission;
      and all requests for additional information on the part of the Commission
      shall have been complied with to your reasonable satisfaction;

           (b) Shearman & Sterling, counsel for the Underwriters, shall have
      furnished to you such opinion or opinions (a draft of each such opinion is
      attached as Annex II(a) hereto), dated such Time of Delivery, with respect
      to the matters covered in paragraphs (i), (ii), (viii), (xiii), and
      (xviii) of subsection (d) below as well as such other related matters as
      you may reasonably request, and such counsel shall have received such
      papers and information as they may reasonably request to enable them to
      pass upon such matters;

           (c) Salans Hertzfeld & Heilbronn, special Polish counsel for the
      Underwriters, shall have furnished to you their written opinion (a draft
      of such opinion is attached as Annex II(b) hereto), dated such Time of
      Delivery, in form and substance satisfactory to you, to the effect that:

                 (i) Each Polish Designated Subsidiary has been duly
            incorporated and is validly existing as a corporation under the laws
            of the Republic of Poland, has corporate power and authority to own,
            lease and operate its properties and to conduct its business as
            described in the Prospectus and is not required to be qualified as a
            foreign corporation to transact business or to own or lease property
            in any jurisdiction where it owns or leases property or transacts
            business; all of the issued and outstanding capital stock of each
            Polish Designated Subsidiary has been duly authorized and validly
            issued, is


                                       12


<PAGE>   13


            fully paid and non-assessable (except, in the case of any Polish
            limited liability company, any statutory liability for taxes) and,
            except as otherwise disclosed in the Prospectus, is owned by the
            Company, directly or through subsidiaries, free and clear of any
            security interest, mortgage, pledge, lien, encumbrance, claim or
            equity;

                 (ii) The information in the Prospectus under "Business --
            Properties", "Business -- Legal Proceedings", "Regulation", and
            "Certain Relationships and Related Transactions", to the extent it
            constitutes matters of law, summarizes legal matters or legal
            proceedings, has been reviewed by them and is correct in all
            material respects; and

                 (iii) The execution, delivery and performance of this Agreement
            and the International Underwriting Agreement, the issuance and sale
            of the Shares being delivered at such time of delivery by the
            Company and the consummation of the transactions herein and therein
            contemplated will not result in any violation of the provisions of
            the statutes or by-laws (or other similar organizational documents)
            of any Polish Designated Subsidiary, or any applicable law, statute,
            rule, regulation, judgment, order, writ or decree, of any
            government, government instrumentality or court having jurisdiction
            over the Company or any of its Polish Designated Subsidiaries or any
            of their respective properties, assets or operations.

                 In rendering such opinion, such counsel may rely as to matters
            involving the application of United States federal and New York
            State law, upon the opinion of Shearman & Sterling, counsel to the
            Underwriters (which opinion shall be delivered to the Underwriters
            at each Time of Delivery pursuant to this Agreement). Such counsel
            may also rely, to the extent necessary, as to matters of fact (but
            not as to legal conclusions), to the extent they deem proper, on
            certificates of responsible officers of the Company and public
            officials.

           (d) Baker & McKenzie, New York, special counsel for the Company,
      shall have furnished to you their written opinion (a draft of such opinion
      is attached as Annex II(c) hereto), dated such Time of Delivery, in form
      and substance satisfactory to you, to the effect that:

                 (i) The Company has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of the
            State of Delaware, with power and authority (corporate and other) to
            own its properties and conduct its business as described in the
            Prospectus;

                 (ii) The Company has an authorized capitalization as set forth
            in the Prospectus, and all of the issued shares of capital stock of
            the Company (including the Shares being delivered at such Time of
            Delivery) have been duly and validly authorized and issued and are
            fully paid and nonassessable; and the Shares conform to the
            description of the Stock contained in the Prospectus;

                 (iii) The Company has been duly qualified as a foreign
            corporation for the transaction of business and is in good standing
            under the laws of each other jurisdiction in which it owns or leases
            properties or conducts any business so as to require such
            qualification, except where the failure to so qualify or to be in
            good standing would not result in a Material Adverse


                                       13


<PAGE>   14


            Effect;

                 (iv) Each U.S. Designated Subsidiary of the Company has been
            duly incorporated and is validly existing as a corporation in good
            standing under the laws of its jurisdiction of incorporation; and
            all of the issued shares of capital stock of each such subsidiary
            have been duly and validly authorized and issued, are fully paid and
            non-assessable, and are owned directly or indirectly by the Company,
            free and clear of all liens, encumbrances, equities or claims;

                 (v) To the best of such counsel's knowledge and other than as
            set forth in the Prospectus, there are no legal or governmental
            proceedings pending to which the Company or any of its subsidiaries
            is a party or of which any property of the Company or any of its
            subsidiaries is the subject which, if determined adversely to the
            Company or any of its subsidiaries, would individually or in the
            aggregate have a material adverse effect on the current or future
            consolidated financial position, stockholders' equity or results of
            operations of the Company and its subsidiaries; and, to the best of
            such counsel's knowledge, no such proceedings are threatened or
            contemplated by governmental authorities or threatened by others;

                 (vi) This Agreement and the International Underwriting
            Agreement have been duly authorized, executed and delivered by the
            Company;

                 (vii) The issue and sale of the Shares being delivered at such
            Time of Delivery by the Company and the compliance by the Company
            with all of the provisions of this Agreement and the International
            Underwriting Agreement and the consummation of the transactions
            herein and therein contemplated will not conflict with or result in
            a breach or violation of any of the terms or provisions of, or
            constitute a default under, any indenture, mortgage, deed of trust,
            loan agreement or other agreement or instrument known to such
            counsel to which the Company or any of its subsidiaries is a party
            or by which the Company or any of its subsidiaries is bound or to
            which any of the property or assets of the Company or any of its
            subsidiaries is subject, nor will such action result in any
            violation of the provisions of the Certificate of Incorporation or
            By-laws of the Company or any statute or any order, rule or
            regulation known to such counsel of any court or governmental agency
            or body having jurisdiction over the Company or any of its
            subsidiaries or any of their properties;

                 (viii) No consent, approval, authorization, order, registration
            or qualification of or with any such court or governmental agency or
            body is required for the issue and sale of the Shares or the
            consummation by the Company of the transactions contemplated by this
            Agreement and the International Underwriting Agreement, except the
            registration under the Act and the Exchange Act of the Shares, the
            quotation of the Shares on NASDAQ, and such consents, approvals,
            authorizations, registrations or qualifications as may be required
            under state or foreign securities or Blue Sky laws in connection
            with the purchase and distribution of the Shares by the Underwriters
            and the International Underwriters;

                 (ix) Neither the Company nor any of its subsidiaries is in
            violation of its Certificate of Incorporation or By-laws (or other
            similar organizational documents) or of any applicable law, statute,
            rule, regulation, judgment,


                                       14


<PAGE>   15


            order, writ or decree of any government, government instrumentality
            or court having jurisdiction over the Company or any of its
            subsidiaries or any of their assets or properties, except as
            described in the Prospectus, or in default in the performance or
            observance of any material obligation, agreement, covenant or
            condition contained in any contract, license, indenture, mortgage,
            deed of trust, loan agreement, lease or other agreement or
            instrument known to such counsel to which the Company or any of its
            subsidiaries is a party or by which the Company or any of its
            subsidiaries or any of their respective properties may be bound;

                 (x) There are no restrictions (legal, contractual or otherwise)
            on the ability of the U.S. Designated Subsidiaries to declare and
            pay dividends or make any payment or transfer of property or assets
            to their shareholder other than those referred to in the Prospectus;

                 (xi) The statements set forth in the Prospectus under the
            caption "Description of Capital Stock", insofar as they purport to
            constitute a summary of the terms of the Stock, under the captions
            "U.S. Federal Income Tax Considerations", "Certain Relationships and
            Related Transactions", "Shares Eligible for Future Sale" and
            "Underwriting", insofar as they purport to describe the provisions
            of the laws and documents referred to therein, are accurate,
            complete and fair;

                 (xii) The Company is not an "investment company" or an entity
            "controlled" by an "investment company", as such terms are defined
            in the Investment Company Act;

                 (xiii) The Company has not been a "personal holding company"
            within the meaning of Section 542 of the Internal Revenue Code, as
            amended, for any taxable year of its existence, and has not been
            required to pay any personal holding tax under Section 541 of the
            Internal Revenue Code, as amended, for any taxable year;

                 (xiv) All descriptions in the Prospectus of contracts, licenses
            and other documents to which the Company or any of its subsidiaries
            is a party are accurate in all material respects; to the best of
            their knowledge, there are no franchises, contracts, licenses,
            indentures, mortgages, loan agreements, notes, leases or other
            instruments that are required to be described in the Prospectus that
            are not described or referred to in the Prospectus other than those
            described or referred to therein, and the descriptions thereof and
            references thereto are correct in all material respects; and

                 (xv) The Registration Statement and the Prospectus and any
            further amendments and supplements thereto made by the Company prior
            to such Time of Delivery (other than the financial statements and
            related schedules and other historical and pro forma financial data
            included or incorporated by reference therein, as to which such
            counsel need express no opinion) comply as to form in all material
            respects with the requirements of the Act and the rules and
            regulations thereunder, although they do not assume any
            responsibility for the accuracy, completeness or fairness of the
            statements contained in the Registration Statement or the
            Prospectus, except for those referred to in the opinion in
            subsection (xiii) of this Section 7(d); they have no reason to
            believe that, as of its effective date, the Registration Statement
            or any further amendment thereto made by the Company prior to such
            Time of


                                       15


<PAGE>   16


            Delivery (other than the financial statements and related schedules
            and other historical and pro forma financial data included or
            incorporated by reference therein, as to which such counsel need
            express no opinion) contained an untrue statement of a material fact
            or omitted to state a material fact required to be stated therein or
            necessary to make the statements therein not misleading or that, as
            of its date, the Prospectus or any further amendment or supplement
            thereto made by the Company prior to such Time of Delivery (other
            than the financial statements and related schedules and other
            historical and pro forma financial data included or incorporated by
            reference therein, as to which such counsel need express no opinion)
            contained an untrue statement of a material fact or omitted to state
            a material fact necessary to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading or that, as of such Time of Delivery, either the
            Registration Statement or the Prospectus or any further amendment or
            supplement thereto made by the Company prior to such Time of
            Delivery (other than the financial statements and related schedules
            and other historical and pro forma financial data included or
            incorporated by reference therein, as to which such counsel need
            express no opinion) contains an untrue statement of a material fact
            or omits to state a material fact necessary to make the statements
            therein, in the light of the circumstances under which they were
            made, not misleading; and they do not know of any amendment to the
            Registration Statement required to be filed or of any contracts or
            other documents of a character required to be filed as an exhibit to
            the Registration Statement or required to be described in the
            Registration Statement or the Prospectus which are not filed or
            described as required.

                 In rendering such opinion, such counsel may rely (A) as to
            matters involving documents in the Polish language and the
            application of Polish law, upon the opinion of Baker & McKenzie,
            Warsaw, special Polish counsel to the Company (which opinion shall
            be delivered to the Underwriters at each Time of Delivery pursuant
            to this Agreement), (B) as to matters involving the application of
            Netherlands law, upon the opinion of Baker & McKenzie, Amsterdam,
            special Netherlands counsel to PCBV (which opinion shall be
            delivered to the Underwriters at each Time of Delivery pursuant to
            this Agreement), and (C) as to matters involving the application of
            United Kingdom law, upon the opinion of Ashurst Morris & Crisp,
            special United Kingdom counsel to the Company (which opinion shall
            be delivered to the Underwriters at each Time of Delivery pursuant
            to this Agreement). Such counsel may also rely, to the extent
            necessary, as to matters of fact (but not as to legal conclusions),
            to the extent they deem proper, on certificates of responsible
            officers of the Company and public officials.

           (e) Baker & McKenzie, Warsaw, special Polish counsel for the Company,
      shall have furnished to you their written opinion (a draft of such opinion
      is attached as Annex II(d) hereto), dated such Time of Delivery, in form
      and substance satisfactory to you, to the effect that:

                 (i) Each Polish Designated Subsidiary has been duly
            incorporated and is validly existing as a corporation under the laws
            of the Republic of Poland, has corporate power and authority to own,
            lease and operate its properties and to conduct its business as
            described in the Prospectus and is not required to be qualified as a
            foreign corporation to transact business or to own or lease property
            in any jurisdiction where it owns or leases property or transacts
            business; all of the issued and outstanding capital stock of each
            Polish Designated Subsidiary has been duly authorized and validly
            issued, is


                                       16


<PAGE>   17


            fully paid and non-assessable (except, in the case of any Polish
            limited liability company, any statutory liability for taxes) and,
            to the best of their knowledge and information, except as otherwise
            disclosed in the Prospectus, is owned by the Company, directly or
            through subsidiaries, free and clear of any security interest,
            mortgage, pledge, lien, encumbrance, claim or equity, except for the
            Share Pledges;

                 (ii) Except as described in the Prospectus, there is not
            pending or, to the best of their knowledge, threatened any action,
            suit, proceeding, inquiry or investigation, to which the Company or
            any subsidiary is a party, or to which the property of the Company
            or any subsidiary is subject, before or brought by any court or
            governmental agency or body, which might be expected to result in a
            Material Adverse Effect, or which might reasonably be expected to
            materially and adversely affect the properties or assets thereof or
            the consummation of (1) this Agreement or the performance by the
            Company of its obligations hereunder or (2) the transactions
            contemplated by the Prospectus;

                 (iii) The Company and its Polish Designated Subsidiaries have
            good and marketable title to all real property owned by them, in
            each case free and clear of all liens, encumbrances and defects
            except such as are described in the Prospectus or such as do not
            result in a Material Adverse Effect; and any real property and
            buildings held under lease by the Company and its Polish Designated
            Subsidiaries are held by them under valid, subsisting and
            enforceable leases with such exceptions as do not result in a
            Material Adverse Effect;

                 (iv) The information in the Prospectus under "Business --
            Properties", "Business -- Legal Proceedings", "Regulation", and
            "Certain Relationships and Related Transactions", to the extent that
            it constitutes matters of law, summaries of legal matters, or legal
            proceedings, or legal conclusions, has been reviewed by them
            and is correct in all material respects;

                 (v) All descriptions in the Prospectus of contracts, licenses
            and other documents to which the Company or any of its subsidiaries
            is a party are accurate in all material respects; to the best of
            their knowledge, there are no franchises, contracts, licenses,
            indentures, mortgages, loan agreements, notes, leases or other
            instruments that are required to be described in the Prospectus that
            are not described or referred to in the Prospectus other than those
            described or referred to therein, and the descriptions thereof and
            references thereto are correct in all material respects;

                 (vi) None of the Polish Designated Subsidiaries is in violation
            of its statutes or by-laws (or other similar organizational
            documents) nor is the Company or any of its subsidiaries in
            violation of any applicable law, statute, rule, regulation,
            judgment, order, writ or decree of any government, government
            instrumentality or court having jurisdiction over the Company or any
            of its subsidiaries or any of their assets or properties, except as
            described in the Prospectus, and no default by the Company or any of
            its subsidiaries exists in the due performance or observance of any
            obligation, agreement, covenant or condition contained in any
            contract, license, indenture, mortgage, loan agreement, note, lease
            or other agreement or instrument that is described or referred to in
            the Prospectus except as described in the Prospectus and except for
            such defaults that would not result in a Material Adverse Effect;



                                       17


<PAGE>   18


                 (vii) The execution, delivery and performance of this Agreement
            and the consummation of the transactions contemplated hereby and in
            the Prospectus (including the use of proceeds from the sale of the
            Shares and described in the Prospectus under the caption "Use of
            Proceeds") and compliance by the Company with its obligations under
            this Agreement, will not, whether with or without the giving of
            notice or lapse of time or both, conflict with or constitute a
            breach of, or default under or result in the creation or imposition
            of any lien, charge or encumbrance upon any property or assets of
            the Company or any subsidiary thereof pursuant to any contract,
            indenture, mortgage, deed of trust, loan or credit agreement, note,
            lease or any other agreement or instrument, known to them, to which
            the Company or any subsidiary thereof is a party or by which it or
            any of them may be bound, or to which any of the property or assets
            of the Company or any subsidiary thereof is subject, nor will such
            action result in any violation of the provisions of the statutes or
            by-laws (or other similar organizational documents) of any Polish
            Designated Subsidiary, or any applicable law, statute, rule,
            regulation, judgment, order, writ or decree, of any government,
            government instrumentality or court having jurisdiction over the
            Company or any of its subsidiaries or any of their respective
            properties, assets or operations;

                 (viii) Except as otherwise disclosed in the Prospectus, each of
            the Polish Designated Subsidiaries owns or possesses or has obtained
            all material governmental licenses, certificates, permits,
            concessions, consents, orders, approvals and other authorizations
            necessary to hold all concessions, leases and permits or own its
            properties, including, without limitation, all licenses and permits
            relating to intellectual property, and to carry on its business as
            presently conducted and as contemplated in the Prospectus, and none
            of the Polish Designated Subsidiaries has received any notice
            relating to the revocation or modification of any such concession,
            license, certificate, permit, consent, order, approval or other
            authorizations;

                 (ix) There are no restrictions (legal, contractual or
            otherwise) on the ability of the Polish Designated Subsidiaries to
            declare and pay dividends or make any payment or transfer of
            property or assets to their shareholder other than those referred to
            in the Prospectus and except for the Pledges; and

                 (x) No authorization, approval, consent or order of any court
            or governmental authority or agency (other than such as may be
            required under the applicable securities laws of the various
            jurisdictions in which the Shares will be offered or sold, as to
            which they need express no opinion) is required in connection with
            the due authorization, execution and delivery of this Agreement or
            for the offering issuance, sale or delivery of the Shares to the
            Underwriters.

                 In rendering such opinion, such counsel may rely (A) as to
            matters involving the application of United States federal and New
            York State law, upon the opinion of Baker & McKenzie, New York,
            special counsel to the Company (which opinion shall be delivered to
            the Underwriters at each Time of Delivery pursuant to this
            Agreement), (B) as to matters involving the application of
            Netherlands law, upon the opinion of Baker & McKenzie, Amsterdam,
            special Netherlands counsel to PCBV (which opinion shall be
            delivered to the Underwriters at each Time of Delivery pursuant to
            this Agreement), and (C) as to matters involving the application of
            United Kingdom law, upon the opinion of Ashurst Morris & Crisp,
            special United


                                       18


<PAGE>   19


            Kingdom counsel to the Company (which opinion shall be delivered to
            the Underwriters at each Time of Delivery pursuant to this
            Agreement). Such counsel may also rely, to the extent necessary, as
            to matters of fact (but not as to legal conclusions), to the extent
            they deem proper, on certificates of responsible officers of the
            Company and public officials.

           (f) Baker & McKenzie, Amsterdam, special Netherlands counsel to the
      Company, shall have furnished to you their written opinion (a draft of
      such opinion is attached as Annex II(e) hereto), dated such Time of
      Delivery, in form and substance satisfactory to you, to the effect that:

                 (i) PCBV has been duly incorporated and is validly existing as
            a corporation in good standing under the laws of the Netherlands,
            has corporate power and authority to own, lease and operate its
            properties and to conduct its business as described in the
            Prospectus and is duly registered with the local Dutch trade
            register. Under Dutch law, PCBV is not required to be qualified as a
            foreign corporation to transact business in the Netherlands. All of
            the issued and outstanding capital stock of PCBV, consisting of
            200,000 shares, has been duly authorized and validly issued, is
            fully paid and non-assessable. The Company owns 184,600 out of such
            200,000 shares (92.3% of the total ) free and clear of any security
            interest, mortgage, pledge, lien, encumbrance, claim or equity;

                 (ii) There are no restrictions (legal, contractual or
            otherwise) on the ability of PCBV to declare and pay dividends or
            make any payment or transfer of property or assets to its
            shareholders other than those described in the Prospectus and such
            descriptions, if any, fairly summarize such restrictions;

                 (iii) Except as described in the Prospectus, there is not
            pending or, to the best of their knowledge, threatened any action,
            suit, proceeding, inquiry or investigation, to which PCBV is a
            party, or to which the property of PCBV is subject, before or
            brought by any Dutch court or governmental agency or body, which
            might be expected to result in a material adverse effect on the
            current or future consolidated financial position, stockholders'
            equity or results of operations of the Company and its subsidiaries,
            or which might reasonably be expected to materially and adversely
            affect the properties or assets thereof in a manner that is material
            and adverse to the Company and its subsidiaries considered as one
            enterprise or the consummation of (A) this Agreement or the
            performance by the Company of its obligations hereunder (if any) or
            (B) the transactions contemplated by the Prospectus;

                 (iv) All descriptions in the Prospectus of contracts and other
            documents to which PCBV is a party are accurate in all material
            respects; to the best of their knowledge, there are no franchises,
            contracts, indentures, mortgages, loan agreements, notes, leases or
            other instruments that are required to be described in the
            Prospectus that are not described or referred to in the Prospectus
            other than those described or referred to therein, and the
            descriptions thereof and references thereto are correct in all
            material respects;

                 (v) PCBV is not in violation of its certificate of
            incorporation or by-laws (or other similar organizational documents)
            nor is PCBV in violation of any applicable Dutch law, statute, rule,
            regulation, judgment, order, writ or


                                       19


<PAGE>   20


            decree of any government, government instrumentality or court,
            domestic or foreign, having jurisdiction over PCBV or any of its
            assets or properties, except for as described in the Prospectus and
            no default by PCBV exists in the due performance or observance of
            any obligation, agreement, covenant or condition contained in any
            contract, indenture, mortgage, loan agreement, note, lease or other
            agreement or instrument that is described or referred to in the
            Prospectus, except as described in the Prospectus;

                 (vi) Except as otherwise disclosed in the Prospectus, PCBV owns
            or possesses or has obtained all material governmental licenses,
            certificates, permits, concessions, consents, orders, approvals and
            other authorizations necessary to hold all concessions, leases and
            permits or own its properties, including, without limitation, all
            licenses and permits relating to intellectual property, and to carry
            on its business as presently conducted and as contemplated in the
            Prospectus, and PCBV has not received any notice relating to the
            revocation or modification of any such concession, license,
            certificate, permit, consent, order, approval or other
            authorizations; and

                 (vii) No authorization, approval, consent or order of any Dutch
            court or Dutch governmental authority or agency (other than such as
            may be required under the applicable securities laws of the various
            jurisdictions in which the Shares will be offered or sold, as to
            which they need express no opinion) is required in connection with
            the due authorization, execution and delivery of this Agreement or
            for the offering issuance, sale or delivery of the Shares to the
            Underwriters.

                 In rendering such opinion, such counsel may rely, to the extent
            necessary, (A) as to matters involving documents in the Polish
            language and the application of Polish law, upon the opinion of
            Baker & McKenzie, Warsaw, special Polish counsel to the Company
            (which opinion shall be delivered to the Underwriters at each Time
            of Delivery pursuant to this Agreement), (B) as to matters involving
            the application of United States federal and New York State law,
            upon the opinion of Baker & McKenzie, New York, special counsel to
            the Company (which opinion shall be delivered to the Underwriters at
            each Time of Delivery pursuant to this Agreement), and (C) as to
            matters involving the application of United Kingdom law, upon the
            opinion of Ashurst Morris & Crisp, special United Kingdom counsel to
            the Company (which opinion shall be delivered to the Underwriters at
            each Time of Delivery pursuant to this Agreement). Such counsel may
            also rely, to the extent necessary, as to matters of fact (but not
            as to legal conclusions), to the extent they deem proper, on
            certificates of responsible officers of the Company and public
            officials.

           (g) Ashurst Morris & Crisp, special United Kingdom counsel to the
      Company, shall have furnished to you their written opinion (a draft of
      such opinion is attached as Annex II(f) hereto), dated such Time of
      Delivery, in form and substance satisfactory to you, to the effect that:

                 (i) Each U.K. Designated Subsidiary has been duly incorporated
            and is validly existing as a corporation under the laws of the
            United Kingdom, has corporate power and authority to own, lease and
            operate its properties and to conduct its business as described in
            the Prospectus and is not required to be qualified as a foreign
            corporation to transact business or to own or lease property in any
            jurisdiction where it owns or leases property or transacts business;
            all of the issued and outstanding capital stock of each U.K.


                                       20


<PAGE>   21


            Designated Subsidiary has been duly authorized and validly issued,
            is fully paid and non-assessable and, to the best of their knowledge
            and information, except as otherwise disclosed in the Prospectus, is
            owned by the Company, directly or through subsidiaries, free and
            clear of any security interest, mortgage, pledge, lien, encumbrance,
            claim or equity;

                 (ii) Except as described in the Prospectus, there is not
            pending or, to the best of their knowledge, threatened any action,
            suit, proceeding, inquiry or investigation, to which the Company or
            any subsidiary is a party, or to which the property of the Company
            or any subsidiary is subject, before or brought by any court or
            governmental agency or body, which might be expected to result in a
            material adverse effect on the current or future consolidated
            financial position, stockholders' equity or results of operations of
            the Company and its subsidiaries, or which might reasonably be
            expected to materially and adversely affect the properties or assets
            thereof or the consummation of (1) this Agreement or the performance
            by the Company of its obligations hereunder or (2) the transactions
            contemplated by the Prospectus;

                 (iii) The Company and its U.K. Designated Subsidiaries have
            good and marketable title in fee simple to all real property owned
            by them, in each case free and clear of all liens, encumbrances and
            defects except such as are described in the Prospectus or such as do
            not materially affect the value of such property and do not
            interfere with the use made and proposed to be made of such property
            by the Company and its U.K. Designated Subsidiaries; and any real
            property and buildings held under lease by the Company and its U.K.
            Designated Subsidiaries are held by them under valid, subsisting and
            enforceable leases with such exceptions as are not material and do
            not interfere with the use made and proposed to be made of such
            property and buildings by the Company and its U.K.
            Designated Subsidiaries;

                 (iv) The information in the Prospectus under "Business --
            Properties", "Business -- Legal Proceedings", "Regulation", and
            "Certain Relationships and Related Transactions", to the extent that
            it constitutes matters of law, summaries of legal matters, or legal
            proceedings, or legal conclusions, has been reviewed by them
            and is correct in all material respects;

                 (v) All descriptions in the Prospectus of contracts, licenses
            and other documents to which a U.K. Designated Subsidiary is a party
            are accurate in all material respects; to the best of their
            knowledge, there are no franchises, contracts, licenses, indentures,
            mortgages, loan agreements, notes, leases or other instruments that
            are required to be described in the Prospectus that are not
            described or referred to in the Prospectus other than those
            described or referred to therein, and the descriptions thereof and
            references thereto are correct in all material respects;

                 (vi) None of the U.K. Designated Subsidiaries is in violation
            of its Memorandum and Articles of Association (or other similar
            organizational documents) nor is any U.K. Designated Subsidiary in
            violation of any applicable law, statute, rule, regulation,
            judgment, order, writ or decree of any government, government
            instrumentality or court, domestic or foreign, having jurisdiction
            over a U.K. Designated Subsidiary or any of their assets or
            properties, except as described in the Prospectus, and no default by
            a U.K. Designated Subsidiary exists in the due performance or
            observance of


                                       21


<PAGE>   22


            any obligation, agreement, covenant or condition contained in any
            contract, license, indenture, mortgage, loan agreement, note, lease
            or other agreement or instrument that is described or referred to in
            the Prospectus except as described in the Prospectus;

                 (vii) The execution, delivery and performance of this Agreement
            and the consummation of the transactions contemplated hereby and in
            the Prospectus (including the use of proceeds from the sale of the
            Shares and described in the Prospectus under the caption "Use of
            Proceeds") and compliance by the Company with its obligations under
            this Agreement, will not, whether with or without the giving of
            notice or lapse of time or both, conflict with or constitute a
            breach of, or default under or result in the creation or imposition
            of any lien, charge or encumbrance upon any property or assets of
            any U.K. Designated Subsidiary pursuant to any contract, indenture,
            mortgage, deed of trust, loan or credit agreement, note, lease or
            any other agreement or instrument, known to them, to which any U.K.
            Designated Subsidiary is a party or by which it or any of them may
            be bound, or to which any of the property or assets of such U.K.
            Designated Subsidiary is subject, nor will such action result in any
            violation of the provisions of the memorandum and articles of
            association (or other similar organizational documents) of any U.K.
            Designated Subsidiary, or any applicable law, statute, rule,
            regulation, judgment, order, writ or decree, of any government,
            government instrumentality or court, domestic or foreign, having
            jurisdiction over any U.K. Designated Subsidiary or any of their
            respective properties, assets or operations;

                 (viii) Each of the U.K. Designated Subsidiaries owns or
            possesses or has obtained all material governmental licenses,
            certificates, permits, concessions, consents, orders, approvals and
            other authorizations necessary to hold all concessions, leases and
            permits or own its properties, including, without limitation, all
            licenses and permits relating to intellectual property, and to carry
            on its business as presently conducted and as contemplated in the
            Prospectus, and none of the U.K. Designated Subsidiaries has
            received any notice relating to the revocation or modification of
            any such concession, license, certificate, permit, consent, order,
            approval or other authorizations;

                 (ix) There are no restrictions (legal, contractual or
            otherwise) on the ability of the U.K. Designated Subsidiaries to
            declare and pay dividends or make any payment or transfer of
            property or assets to their shareholder other than those described
            in the Prospectus; and

                 (x) No authorization, approval, consent or order of any court
            or governmental authority or agency (other than such as may be
            required under the applicable securities laws of the various
            jurisdictions in which the Shares will be offered or sold, as to
            which they need express no opinion) is required in connection with
            the due authorization, execution and delivery of this Agreement or
            for the offering issuance, sale or delivery of the Shares to the
            Underwriters.

                 In rendering such opinion, such counsel may rely (A) as to
            matters involving the application of United States federal and New
            York State law, upon the opinion of Baker & McKenzie, New York,
            special counsel to the Company (which opinion shall be delivered to
            the Underwriters at each Time of Delivery pursuant to this
            Agreement), (B) as to matters involving the


                                       22


<PAGE>   23


            application of Netherlands law, upon the opinion of Baker &
            McKenzie, Amsterdam, special Netherlands counsel to PCBV (which
            opinion shall be delivered to the Underwriters at each Time of
            Delivery pursuant to this Agreement), and (C) as to matters
            involving documents in the Polish language and the application of
            Polish law, upon the opinion of Baker & McKenzie, Warsaw, special
            Polish counsel to the Company (which opinion shall be delivered to
            the Underwriters at each Time of Delivery pursuant to this
            Agreement). Such counsel may also rely, to the extent necessary, as
            to matters of fact (but not as to legal conclusions), to the extent
            they deem proper, on certificates of responsible officers of the
            Company and public officials.

           (h) On the date of the Prospectus at a time prior to the execution of
      this Agreement, at 9:30 a.m., New York City time, on the effective date of
      any post-effective amendment to the Registration Statement filed
      subsequent to the date of this Agreement and also at each Time of
      Delivery, KPMG Peat Marwick LLP shall have furnished to you a letter or
      letters, dated the respective dates of delivery thereof, in form and
      substance satisfactory to you, to the effect set forth in Annex I hereto
      (the executed copy of the letter delivered prior to the execution of this
      Agreement is attached as Annex I(a) hereto and a draft of the form of
      letter to be delivered on the effective date of any post-effective
      amendment to the Registration Statement and as of each Time of Delivery is
      attached as Annex I(b) hereto;

           (i)(1) Neither the Company nor any of its Designated Subsidiaries
      shall have sustained since the date of the latest audited financial
      statements included in the Prospectus any loss or interference with its
      business from fire, explosion, flood or other calamity, whether or not
      covered by insurance, or from any labor dispute or court or governmental
      action, order or decree, otherwise than as set forth or contemplated in
      the Prospectus, and (2) since the respective dates as of which information
      is given in the Prospectus there shall not have been any change in the
      capital stock or consolidated long-term or short-term debt of the Company
      or any of its Polish subsidiaries or any change, or any development
      involving a prospective change, in or affecting the general affairs,
      management, financial position, stockholders' equity or results of
      operations of the Company and its Polish subsidiaries, otherwise than as
      set forth or contemplated in the Prospectus, the effect of which, in any
      such case described in Clause (1) or (2), is in the judgment of the
      Representatives so material and adverse as to make it impracticable or
      inadvisable to proceed with the public offering or the delivery of the
      Shares being delivered at such Time of Delivery on the terms and in the
      manner contemplated in the Prospectus;

           (j) On or after the date hereof (i) no downgrading shall have
      occurred in the rating accorded PCI's debt securities or preferred stock
      by any "nationally recognized statistical rating organization", as that
      term is defined by the Commission for purposes of Rule 436(g)(2) under the
      Act, and (ii) no such organization shall have publicly announced that it
      has under surveillance or review, with possible negative implications, its
      rating of any of PCI's debt securities or preferred stock;

           (k) On or after the date hereof there shall not have occurred any of
      the following: (i) a suspension or material limitation in trading in
      securities generally on the New York Stock Exchange or on NASDAQ; (ii) a
      suspension or material limitation in trading in the Company's securities
      on NASDAQ; (iii) a general moratorium on commercial banking activities
      declared by either Federal or New York State or Polish authorities; (iv)
      the outbreak or escalation of hostilities involving the


                                       23


<PAGE>   24


      United States or the declaration by the United States of a national
      emergency or war, if the effect of any such event specified in this Clause
      (iv) in the judgment of the Representatives makes it impracticable or
      inadvisable to proceed with the public offering or the delivery of the
      Shares being delivered at such Time of Delivery on the terms and in the
      manner contemplated in the Prospectus; or (v) the occurrence of any
      material adverse change in the existing financial, political or economic
      conditions in the United States, the United Kingdom or Poland or elsewhere
      which, in the judgment of the Representatives would materially and
      adversely affect the financial markets or the market for the Shares and
      other equity securities.

           (l) The Shares to be sold at such Time of Delivery shall have been
      duly listed for quotation on NASDAQ;

           (m) The Company has obtained and delivered to the Underwriters
      executed copies of an agreement from each [Principal Shareholder]
      substantially to the effect set forth in Subsection 5(e) hereof in form
      and substance satisfactory to you;

           (n) The Company shall have complied with the provisions of Section
      5(c) hereof with respect to the furnishing of prospectuses on the New York
      Business Day next succeeding the date of this Agreement; and

           (o) The Company shall have furnished or caused to be furnished to you
      at such Time of Delivery certificates of officers of the Company
      satisfactory to you as to the accuracy of the representations and
      warranties of the Company herein at and as of such Time of Delivery, as to
      the performance by the Company of all of its obligations hereunder to be
      performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (a) and (i) of this Section and as to such other
      matters as you may reasonably request.

           8. (a) The Company will indemnify and hold harmless each Underwriter
      against any losses, claims, damages or liabilities, joint or several, to
      which such Underwriter may become subject, under the Act or otherwise,
      insofar as such losses, claims, damages or liabilities (or actions in
      respect thereof) arise out of or are based upon an untrue statement or
      alleged untrue statement of a material fact contained in any Preliminary
      Prospectus, the Registration Statement or the Prospectus, or any amendment
      or supplement thereto, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and
      will reimburse each Underwriter for any legal or other expenses reasonably
      incurred by such Underwriter in connection with investigating or defending
      any such action or claim as such expenses are incurred; provided, however,
      that the Company shall not be liable in any such case to the extent that
      any such loss, claim, damage or liability arises out of or is based upon
      an untrue statement or alleged untrue statement or omission or alleged
      omission made in any Preliminary Prospectus, the Registration Statement or
      the Prospectus or any such amendment or supplement in reliance upon and in
      conformity with written information furnished to the Company by any
      Underwriter through Goldman, Sachs & Co. expressly for use therein.

           (b) Each Underwriter will indemnify and hold harmless the Company
      against any losses, claims, damages or liabilities to which the Company
      may become subject, under the Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in any Preliminary Prospectus, the Registration
      Statement or the Prospectus, or any amendment or supplement thereto, or
      arise out of or are based upon the omission


                                       24


<PAGE>   25


      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, in
      each case to the extent, but only to the extent, that such untrue
      statement or alleged untrue statement or omission or alleged omission was
      made in any Preliminary Prospectus, the Registration Statement or the
      Prospectus or any such amendment or supplement in reliance upon and in
      conformity with written information furnished to the Company by such
      Underwriter through Goldman, Sachs & Co. expressly for use therein; and
      will reimburse the Company for any legal or other expenses reasonably
      incurred by the Company in connection with investigating or defending any
      such action or claim as such expenses are incurred.

           (c) Promptly after receipt by an indemnified party under subsection
      (a) or (b) above of notice of the commencement of any action, such
      indemnified party shall, if a claim in respect thereof is to be made
      against the indemnifying party under such subsection, notify the
      indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from any
      liability which it may have to any indemnified party otherwise than under
      such subsection. In case any such action shall be brought against any
      indemnified party and it shall notify the indemnifying party of the
      commencement thereof, the indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel satisfactory to such indemnified party (who shall
      not, except with the consent of the indemnified party, be counsel to the
      indemnifying party), and, after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party shall not be liable to such indemnified party under
      such subsection for any legal expenses of other counsel or any other
      expenses, in each case subsequently incurred by such indemnified party, in
      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the written consent of
      the indemnified party, effect the settlement or compromise of, or consent
      to the entry of any judgment with respect to, any pending or threatened
      action or claim in respect of which indemnification or contribution may be
      sought hereunder (whether or not the indemnified party is an actual or
      potential party to such action or claim) unless such settlement,
      compromise or judgment (i) includes an unconditional release of the
      indemnified party from all liability arising out of such action or claim
      and (ii) does not include a statement as to or an admission of fault,
      culpability or a failure to act, by or on behalf of any indemnified party.

           (d) If the indemnification provided for in this Section 8 is
      unavailable to or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative benefits received by the Company on
      the one hand and the Underwriters on the other from the offering of the
      Shares. If, however, the allocation provided by the immediately preceding
      sentence is not permitted by applicable law or if the indemnified party
      failed to give the notice required under subsection (c) above, then each
      indemnifying party shall contribute to such amount paid or payable by such
      indemnified party in such proportion as is appropriate to reflect not only
      such relative benefits but also the relative fault of the Company on the
      one hand and the Underwriters on the other in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative benefits received by the Company on
      the one hand and the Underwriters on the other shall be deemed to be in
      the same proportion as the total net proceeds from the offering of the
      Shares purchased under this Agreement (before deducting expenses) received
      by the Company bear to the total underwriting discounts and


                                       25


<PAGE>   26


      commissions received by the Underwriters with respect to the Shares
      purchased under this Agreement, in each case as set forth in the table on
      the cover page of the Prospectus. The relative fault shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission or alleged omission to state
      a material fact relates to information supplied by the Company on the one
      hand or the Underwriters on the other and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The Company and the Underwriters agree that it
      would not be just and equitable if contributions pursuant to this
      subsection (d) were determined by pro rata allocation (even if the
      Underwriters were treated as one entity for such purpose) or by any other
      method of allocation which does not take account of the equitable
      considerations referred to above in this subsection (d). The amount paid
      or payable by an indemnified party as a result of the losses, claims,
      damages or liabilities (or actions in respect thereof) referred to above
      in this subsection (d) shall be deemed to include any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this subsection (d), no Underwriter shall be required to
      contribute any amount in excess of the amount by which the total price at
      which the Shares underwritten by it and distributed to the public were
      offered to the public exceeds the amount of any damages which such
      Underwriter has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The Underwriters' obligations
      in this subsection (d) to contribute are several in proportion to their
      respective underwriting obligations and not joint.

           (e) The obligations of the Company under this Section 8 shall be in
      addition to any liability which the Company may otherwise have and shall
      extend, upon the same terms and conditions, to each person, if any, who
      controls any Underwriter within the meaning of the Act; and the
      obligations of the Underwriters under this Section 8 shall be in addition
      to any liability which the respective Underwriters may otherwise have and
      shall extend, upon the same terms and conditions, to each officer and
      director of the Company and to each person, if any, who controls the
      Company within the meaning of the Act.

           9. (a) If any Underwriter shall default in its obligation to purchase
      the Shares which it has agreed to purchase hereunder at a Time of
      Delivery, you may in your discretion arrange for you or another party or
      other parties to purchase such Shares on the terms contained herein. If
      within thirty-six hours after such default by any Underwriter you do not
      arrange for the purchase of such Shares, then the Company shall be
      entitled to a further period of thirty-six hours within which to procure
      another party or other parties satisfactory to you to purchase such Shares
      on such terms. In the event that, within the respective prescribed
      periods, you notify the Company that you have so arranged for the purchase
      of such Shares, or the Company notifies you that it has so arranged for
      the purchase of such Shares, you or the Company shall have the right to
      postpone such Time of Delivery for a period of not more than seven days,
      in order to effect whatever changes may thereby be made necessary in the
      Registration Statement or the Prospectus, or in any other documents or
      arrangements, and the Company agrees to file promptly any amendments to
      the Registration Statement or the Prospectus which in your opinion may
      thereby be made necessary. The term "Underwriter" as used in this
      Agreement shall include any person substituted under this Section with
      like effect as if such person had originally been a party to this
      Agreement with respect to such Shares.

           (b) If, after giving effect to any arrangements for the purchase of
      the Shares of a defaulting Underwriter or Underwriters by you and the
      Company as provided in subsection (a) above, the aggregate number of such
      Shares which


                                       26


<PAGE>   27


      remains unpurchased does not exceed one-eleventh of the aggregate number
      of all the Shares to be purchased at such Time of Delivery, then the
      Company shall have the right to require each non-defaulting Underwriter to
      purchase the number of Shares which such Underwriter agreed to purchase
      hereunder at such Time of Delivery and, in addition, to require each
      non-defaulting Underwriter to purchase its pro rata share (based on the
      number of Shares which such Underwriter agreed to purchase hereunder) of
      the Shares of such defaulting Underwriter or Underwriters for which such
      arrangements have not been made; but nothing herein shall relieve a
      defaulting Underwriter from liability for its default.

           (c) If, after giving effect to any arrangements for the purchase of
      the Shares of a defaulting Underwriter or Underwriters by you and the
      Company as provided in subsection (a) above, the aggregate number of such
      Shares which remains unpurchased exceeds one-eleventh of the aggregate
      number of all the Shares to be purchased at such Time of Delivery, or if
      the Company shall not exercise the right described in subsection (b) above
      to require non-defaulting Underwriters to purchase Shares of a defaulting
      Underwriter or Underwriters, then this Agreement (or, with respect to the
      Second Time of Delivery, the obligations of the Underwriters to purchase
      and of the Company to sell the Optional Shares) shall thereupon terminate,
      without liability on the part of any non-defaulting Underwriter or the
      Company, except for the expenses to be borne by the Company and the
      Underwriters as provided in Section 6 hereof and the indemnity and
      contribution agreements in Section 8 hereof; but nothing herein shall
      relieve a defaulting Underwriter from liability for its default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares
are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
Representatives.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the Representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements


                                       27


<PAGE>   28


shall take effect at the time of receipt thereof.

     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

     14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

     16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.



                                       28


<PAGE>   29


     If the foregoing is in accordance with your understanding, please sign and
return to us one counterpart for the Company and one counterpart for each of the
Representatives plus one counterpart for each counsel, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is pursuant to the authority set
forth in a form of Agreement among Underwriters (U.S. Version), the form of
which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.

                                            Very truly yours,


                                            @Entertainment, Inc.


                                            By:  ______________________________
                                                 Name:
                                                 Title:





Accepted as of the date hereof:

Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

By:  ________________________________________________________
         (Goldman, Sachs & Co.)

By:  ________________________________________________________
         (Merrill Lynch, Pierce, Fenner & Smith Incorporated)


      On behalf of each of the Underwriters


                                       29


<PAGE>   30



                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                        NUMBER OF OPTIONAL
                                                                           SHARES TO BE
                                                       TOTAL NUMBER OF     PURCHASED IF
                                                         FIRM SHARES      MAXIMUM OPTION
                      UNDERWRITER                      TO BE PURCHASED      EXERCISED
- -----------------------------------------------------  ---------------  ------------------
<S>                                                    <C>              <C>
Goldman, Sachs & Co..................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated...
[Names of other Underwriters]........................
  Total..............................................
</TABLE>



                                       30


<PAGE>   31


                                  SCHEDULE II

                            DESIGNATED SUBSIDIARIES


U.S. DESIGNATED SUBSIDIARIES:

Poland Communications, Inc.
Mozaic, Inc.

POLISH DESIGNATED SUBSIDIARIES:

Polska Telewizja Kablowa S.A
Polska Telewizja Kablowa  -- Warszawa S.A.
Polska Telewizja Kablowa  -- Krakow, S.A.
Polska Telewizja Kablowa  -- Ryntronik, S.A.
Polska Telewizja Kablowa  -- Lublin, S.A.
Polska Telewizja Kablowa  -- Szczecin Sp. z o.o.
Potlekab Sp. z o.o.
TV Kabel Sp. z o.o.



                                       31


<PAGE>   32

ProCable Sp. z o.o.
Mozaic Entertainment Sp. z o.o.
Polskie Media. S.A.
Ground Zero Media Sp. z o.o.
Telewizja Kablowa GOSAT-Service Sp. z o.o.

U.K. DESIGNATED SUBSIDIARY:

At Entertainment Limited

NETHERLANDS DESIGNATED SUBSIDIARY:

Poland Cablevision (Netherlands) B.V.