Exhibit 10.09

                                   TERM SHEET

     Set  forth  below  are  the  principle  terms and conditions upon which TPR
Group,  Inc.,  a  Delaware corporation ("TPRG"), proposes to provide capital and
other  resources  to  InterActive,  Inc.,  a  South  Dakota  corporation  (the
"Company"),  in  connection  with the contemplated reorganization of the Company
through  a  voluntary  compromise  with  creditors  course  of  action  (the
"Reorganization"):

     1.     Subject to the fulfillment of each of the conditions set forth below
to  the satisfaction of TPRG, in its sole discretion, TPRG, perhaps with several
other  individuals and entities, would purchase an aggregate of 2,000,000 shares
of  a  new  series  of  the  Company's  preferred stock (the "Series B Preferred
Stock")  on  the  terms  and  for  the  consideration  set  forth  below:

          (a)     TPRG  would  pay,  in  cash,  in the name and on behalf of the
Company,  up  to  $50,000,  for  the  following  purposes:

               (i)     Payment  of  legal  and  accounting  fees  and  expenses
incurred  and  to  be  incurred  in connection with the proposed Reorganization;

               (ii)     Payment of up to $15,000, over the 3-month period ending
February  23,  1999  (the  "Reorganization  Period"),  to  Robert  Stahl,  in
consideration  of  his  continuing  services as the President of the Company and
implementing the proposed Reorganization, all as more particularly outlined in a
separate  letter  agreement  with  Mr.  Stahl;  and

               (iii)     Payment  of the reasonable continuing costs incurred by
the  Company  during  the  Reorganization  Period (i.e., staff, rent, utilities,
postage,  etc.)  to  the  extent  sales  of  SoundXchanges by the Company do not
generate  the  necessary  funds.

          (b)     The Series B Preferred Stock would have an initial liquidation
preference  of  $.15 per share, would be convertible at the option of the holder
at  the rate of 10 shares of the Company's Common Stock for each share of Series
B  Preferred  Stock,  would be entitled to elect 3 of 5 directors of the Company
and  to  vote  along with the holders of the Company's Common Stock on all other
matters,  with  the  right  to  cast  that number of votes per share of Series B
Preferred  Stock  as is equal to the number of shares of Common Stock into which
each  share  of  Series B Preferred Stock is then convertible, and would contain
standard  conversion  price adjustment provisions to reflect stock splits, stock
dividends  and  the  like.

     2.     In  addition  to purchasing the Series B Preferred Stock, TPRG would
use its best efforts during the Reorganization Period to assist the officers and
directors  of  the Company, in such manner as TPRG determines to be necessary or
desirable  and  appropriate,  in  its  sole  discretion,  in  implementing  and
consummating  the  proposed  Reorganization.


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     3.     Assuming  that  the  proposed  Reorganization  can  successfully  be
            consummated,  TPRG  would  use  its  best  efforts  to  assist  the
            officers  and  directors  of  the Company,  in  such  manner as TPRG
            determines to be necessary or desirable and appropriate, in its sole
            discretion,  in  (a)  developing  a  technical  consulting  service
            business,  and  (b)  developing and/or acquiring such other business
            or  businesses  as  the  officers and  directors  of the Company, in
            consultation with TPRG, deem desirable and appropriate. In addition,
            TPRG  would  contribute  to  the  capital  of  the  Company  the
            indebtedness in the principal amount  of  $289,440 currently owed by
            the Company to TPRG  which is secured by a first  lien  against  all
            of  the  Company's  assets.

     4.     It  is  contemplated  that  the  Reorganization would consist of the
following  primary  components:

          (a)     Offer  to  Creditors.
                  ---------------------

               (i)     The  Company  would  offer  each  of the creditors of the
Company  identified  on  the  listing  attached hereto as Exhibit B the right to
receive  one (1) share of the Company's Common Stock for each $1.00 owed to such
creditor  as  reflected  on  Exhibit  B,  to  be  delivered  at  the  Closing.

               (ii)  Torrey  Pines Research, to which the Company currently owes
$500,000 plus accrued but unpaid interest, shall agree to exchange such debt for
600,000  shares of a second series of the Company's preferred stock (the "Series
C  Preferred  Stock")  upon  satisfaction of each of the conditions specified in
Exhibit  A  attached  hereto.  The Series C Preferred Stock will have an initial
liquidation  preference of $1.00 per share and will be convertible at the option
of  the  holder  at the rate of 10 shares of the Company's Common Stock for each
share  of  Series  C  Preferred  Stock.  The  Series  C  Preferred Stock will be
redeemable  by  the  Company, in whole or in part, at a price of $1.00 per share
upon  request  of  the holder given at any time after the expiration of one full
year  from the date the Series C Stock is issued provided that:  (1) the Company
has  net  income  before  taxes  for the previous fiscal year end as reported on
audited  statements  filed  with the SEC; and (2) at the date of the redemption,
the  Company has sufficient cash on hand so that after the redemption, cash plus
accounts  receivable  will exceed accounts payable and other current liabilities
payable in cash.  Series C Preferred Shareholders will be entitled to vote along
with the holders of the Company's Common Stock on all matters, with the right to
cast  that  number of votes per share of Series C Preferred Stock as is equal to
the number of shares of Common Stock into which each share of Series C Preferred
Stock  is  then  convertible,  and  would  contain  standard  conversion  price
adjustment  provisions  to  reflect  stock splits, stock dividends and the like.

          (b)     Implementation.  It  is  contemplated  that  the  offer  to
                  ---------------
creditors  outlined  in  paragraph  4(a)  above would be implemented as follows:


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               (i)     Within  ten (10) business days following the finalization
hereof  and  acceptance  of such final terms and conditions by the Company, TPRG
and the officers and directors of the Company would work together to develop and
mail  the  documentation  necessary  to  communicate  the  offer  to  creditors;

               (ii)     Robert  Stahl, with the assistance of the other officers
and  directors of the Company as necessary, would directly contact each creditor
owed  $1,000  or  more  to  encourage  acceptance  of  the  offer;

               (iii)     Among  other things, consummation of the Reorganization
will  be  conditioned upon acceptance of the offer by creditors holding at least
95%  of  all  of  the  indebtedness  of  the Company reflected on Exhibit B; and

               (iv)     Following consummation of the Reorganization, except the
indebtedness of the Company to the State of South Dakota which is to survive the
Reorganization,  the debts, obligations and liabilities of the Company shall not
exceed  5% of the aggregate amount reflected on Exhibit B, all of which shall be
and  remain  subject  to  applicable  statutes  of  limitations on actions to be
brought  by  creditors  on  account  thereof.

          (c)     Closing.  Consummation  of the Reorganization would occur at a
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Closing  to be held within three business days following the satisfaction of all
conditions  precedent  thereto  set  forth  herein, and such other conditions as
TPRG,  in  its  sole  discretion,  shall  deem  to be necessary or desirable and
appropriate.  Without  limiting  the  generality  of  the foregoing, the Closing
shall  be conditioned upon a determination by TPRG, in its sole discretion, that
the  transactions  contemplated  as part of the proposed Reorganization will not
constitute  a  "change  in  control" for purposes of Section 382 of the Internal
Revenue  Code which would limit the use by the Company of its net operating loss
carry-forwards  from  and  after  the  Closing.

          (d)     Confidentiality.  During  the  period  between the date hereof
                  ----------------
and  the  Closing,  each  the  Company  shall  give  to  TPRG and its authorized
representatives  full access, during reasonable business hours, in such a manner
as  not  unduly  to  disrupt  normal  business activities, to any and all of the
Company's premises, properties, contracts, books, records and affairs, and shall
cause  the  Company's  officers  to  furnish  any  and  all data and information
pertaining  to  the Company's business that TPRG or its representatives may from
time  to  time  reasonably  require.  The  Closing  will  be  conditioned  upon
verification  by  TPRG  that  the  assets and liabilities, and the prospects and
condition,  financial and otherwise, of the Company are as have been represented
to  TPRG.  Unless  and  until  the transactions contemplated by this letter have
been  consummated, neither the Company or any of its officers and directors, one
the  one hand, nor TPRG or any of its officers and directors, on the other hand,
shall  make  any announcement or other disclosure with respect to the receipt or
acceptance  of  this  Term  Sheet,  or  the  transaction proposed herein, or the
closing  of  the  transactions  contemplated  hereby, without the consent of the
other  party  (which shall not unreasonably be withheld), and each shall hold in
confidence  all  information  obtained  from  the  other.  In the event that the


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transactions contemplated hereby are not consummated, each party shall return to
the  other  all documents so obtained.  This obligation of confidentiality shall
not  extend  to any information which is shown to have previously been (i) known
to  the  party receiving it, (ii) generally known to others engaged in the trade
or  business  of  the  party  receiving  it,  (iii)  part of public knowledge or
literature,  or  (iv)  lawfully received from a third party not having a duty of
confidentiality.

     5.     Beginning  immediately  upon  acceptance  of  the  final  terms  and
conditions hereof by the parties and continuing until the Closing, neither party
shall  entertain,  negotiate  or  discuss  with  any  third  party,  directly or
indirectly,  at  any  time between the date hereof and the Closing, any possible
business  combination,  sale  or  assets or stock, or other transaction which is
inconsistent  with  the  transactions  contemplated  hereby.

     If each of the members of the Board of Directors of the Company (other than
Mr.  Hanson)  is  in  agreement  with  the terms and conditions set forth above,
please  so  indicate  by  signing  this Term Sheet where indicated below, and by
causing  this  Term  Sheet  to  be  signed on behalf of the Company as indicated
below.

Dated:  December 4, 1998

                                          TPR  GROUP,  INC.,
                                          A  Delaware  corporation

                                          By: /S/ William J. Hanson, President
                                              --------------------------------
                                                  William J. Hanson, President


AGREED  TO  AND  ACCEPTED,
this 4th day of December 1998:



------------------------
Russell Pohl

                                          INTERACTIVE  INC.
------------------------
Gary  Kappenman

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


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                                    EXHIBIT A
                                       to
                                   Term Sheet


     It  is understood and agreed that Torrey Pines Research, Inc. would have no
obligation  to  exchange  stock  for  indebtedness owed by the Company to Torrey
Pines  Research,  Inc.  which  is  referred to in paragraph 4(a)(ii) of the Term
Sheet  unless  and  until  each of the following conditions have been satisfied:

     1.     At  least 18 months shall have expired since the consummation of the
Reorganization  as  contemplated  by  paragraph  4(b)(iii)  of  the  Term Sheet;

     2.     The  Company  shall not be or have become subject to any obligations
or  liabilities existing as of the consummation of the Reorganization other than
those  expressly  contemplated  by  paragraph  4(b)(iv)  of  the  Term  Sheet;

     3.     The  Company's  common  stock shall have been publicly traded for at
least  the  180-day  period  immediately  preceding  the  date  on  which  the
indebtedness  is  to  be  contributed;  and

     4.     The  Company shall have publicly reported positive net income for at
least  two  full  quarters  prior to the date on which the indebtedness is to be
contributed.


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