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                                                                  Exhibit 10.23
                              @ENTERTAINMENT, INC.


January 23, 1998

Agnieszka Holland
[TITLE]
[ADDRESS]

Dear Agnieszka:

     I am pleased to offer you a position as a member of the Board of Directors
of @Entertainment, Inc. (the "Company"). As we discussed, we would also like to
engage your services as an artistic consultant to the Company. The principal
terms and conditions of your positions as director and artistic consultant are
set forth below:

1.   Your term as a director and as an artistic consultant shall begin on
     January __, 1998 ("Effective Date").

2.   Your target compensation for services rendered in your capacity as a
     director and as an artistic consultant shall be US$50,000 per year. The
     components of your compensation are as follows:

     a.   In your capacity as a director of the Company, you shall attend
          meetings of the Company's Board of Directors, subject to your
          availability and other work commitments. In consideration for your
          services rendered as a director of the Company, the Company shall pay
          to you the sum of US$5,000 per meeting for each of the five regular
          meetings of the Board of Directors that you attend each year.

     b.   In your capacity as an artistic consultant to the Company, you shall
          be available, either in person or by telephone, on an ad hoc basis to
          consult with officers or directors of the Company on issues of an
          artistic nature that relate to the Company or its business, subject to
          your availability and other work commitments. In consideration for
          your consulting services, the Company will pay to you US$25,000 per
          year, in 12 equal prorated amounts, to be paid within 30 days of the
          end of each month. Your consultancy agreement shall continue for a
          period of two years and shall be terminable by either party on 30 days
          notice.

3.   All reasonable expenses incurred by you in rendering services as a director
     or as an artistic consultant of the Company shall be for the account of the
     Company.

4.   Your consultancy services shall be provided to the Company on a
     nonexclusive basis and you shall be free to provide services to third
     parties.


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5.   This letter agreement shall be subject to the provisions set forth in the
     Indemnification Agreement, dated as of January ___, 1998, between you and
     the Company, and the provisions set forth in the Company's Directors and
     Officers Liability Insurance Policy, which the Company agrees shall be in
     effect throughout the term of your directorship.

6.   You agree, in the provision of your consultancy services and thereafter, to
     keep confidential all confidential information disclosed to you by the
     Company and its representatives.

7.   The terms of this letter agreement shall be governed by and construed in
     accordance with the laws of the State of Delaware, without regard to the
     conflicts of law rules thereof.

     Please sign below to signify your acceptance of the above terms of
appointment as a member of the Board of Directors and as an artistic consultant
of the Company.

                                        Yours sincerely,





                                        Robert E. Fowler, III
                                        Chief Executive Officer



Accepted and Agreed:



----------------------------
Agnieszka Holland