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                                                                 EXHIBIT 10.41.2


                                   ACTV, INC.
                              EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made as of August 1, 1995 and amended as of June 22, 2001
by and between ACTV, INC., a Delaware corporation, having an office at 225 Park
Avenue South, 18th Floor, New York, New York 10003-1604 (hereinafter referred to
as "Employer"), and DAVID REESE, an individual residing at 30 Maclay Road,
Montville, New Jersey 07045 (hereinafter referred to as "Employee");

                              W I T N E S S E T H:

                  WHEREAS, Employer has heretofore employed Employee as its
President and Chief Operating Officer;

                  WHEREAS, Employer desires to employ Employee as its Chief
Executive Officer and President; and

                  WHEREAS, Employee is willing to accept employment as the Chief
Executive Officer and President of Employer in the manner provided for herein,
and to perform the duties of the Chief Executive Officer and President of
Employer upon the terms and conditions herein set forth, and to surrender
without objection the title and duties of the Chief Operating Officer;

                  NOW, THEREFORE, in consideration of the promises and mutual
covenants herein set forth it is agreed as follows:

                  1. Employment of Employee. Employer hereby employs Employee,
and Employee hereby accepts employment, as the Chief Executive Officer and
President of ACTV, Inc. Employee hereby relinquishes, voluntarily and without
objection, the title and duties of the Chief Operating Officer of ACTV, Inc.,
and waives any claim with respect to or on account of such relinguishment.

                  2. Term. Subject to Section 9 below, the term of this
Agreement shall commence on the date hereof and end on December 31, 2004. Each
12 month period from January 1 through December 31 during the term hereof shall
be referred to as an "Annual Period." During the term hereof, Employee shall
devote substantially all of his business time and efforts to Employer and its
subsidiaries and affiliates.

                  3. Duties. Employee shall perform any and all duties and shall
have any and all powers as may be prescribed by the Board of Directors of ACTV,
Inc. and shall be available to confer and consult with and advise the officers
and directors of Employer at such times that may be required by Employer.
Employee shall report directly and solely to the Board of Directors of ACTV,
Inc.


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                  4. Compensation.

                  a. (i) Employee shall be paid a minimum of $345,000 for each
Annual Period. Employee shall be paid periodically in accordance with the
policies of the Employer during the term of this Agreement, but not less than
monthly.

                  (ii) Employee is eligible for yearly bonuses, if any, which
will be determined and paid in accordance with policies set from time to time by
the Board.

                  (iii) Employee shall be entitled to a leased car of his
choice.

                  b. (i) In the event of a "Change of Control" whereby:

                     (A) A person (other than a person who is an officer or a
Director of Employer on the effective date hereof), including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or
obtains the right to become, the beneficial owner of Employer securities having
30% or more of the combined voting power of the then outstanding securities of
Employer that may be cast for the election of directors of Employer;

                     (B) At any time, a majority of the Board-nominated slate
of candidates for the Board is not elected;

                     (C) Employer consummates a merger in which it is not the
surviving entity;

                     (D) Substantially all of Employer's assets are sold; or

                     (E) Employer's stockholders approve the dissolution or
liquidation of Employer; then

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                  (ii) (A) All stock options, warrants and stock appreciation
rights ("Rights") granted by Employer to Employee under any plan or otherwise
prior to the effective date of the Change of Control, shall become vested,
accelerate and become immediately exercisable; and in addition Employee, at his
option, shall receive a special compensation payment for the exercise cost of
all vested options upon exercising those options any time within twelve months
after the effective date of the change of control, adjusted for any stock splits
and capital reorganizations having a similar effect, subsequent to the effective
date hereof. In the event Employee owns or is entitled to receive any
unregistered securities of Employer, then Employer shall use its best efforts to
effect the registration of all such securities as soon as practicable, but no
later than 120 days after the effective date of the registration statement;
provided, however, that such period may be extended or delayed by Employer for
one period of up to 60 days if, upon the advice of counsel at the time such
registration is required to be filed, or at the time Employer is required to
exercise its best efforts to cause such registration statement to become
effective, such delay is advisable and in the best interests of Employer because
of the existence of non-public material information, or to allow Employer to
complete any pending audit of its financial statements;

                  (B) If at any time within three years of said Change of
Control, Employee is not retained as Chief Executive Officer and President of
Employer or the surviving entity, as applicable, then in addition, Employee
shall be eligible to receive a one-time bonus, equal on an after-tax basis to
two times his average compensation for the two previous fiscal years. Such
compensation shall include salary, bonus, and restricted stock awards. To
effectuate this provision, the bonus shall be "grossed-up" to include the amount
necessary to reimburse Employee for his federal, state and local income tax
liability on the bonus and on the "gross-up" at the respective effective
marginal tax rates. In no event shall this bonus exceed 2.7 times Employee's
average compensation for the two previous fiscal years. Said bonus shall be paid
within thirty (30) days of the Change of Control.

        c. Employer shall include Employee in its health insurance
program available to Employer's executive officers.

        d. Employer shall maintain a life, accidental death and
dismemberment insurance policy on Employee for the benefit of a beneficiary
named by Employee in an amount not less than $2,000,000. Ownership of the policy
shall be assigned to Employee upon termination of Employee's employment under
this Agreement.

        e. Employee shall also be entitled to participate pari passu
in any other program established by Employer pursuant to which any executive
officers receive a share of the profits of Employer.


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        f. Employee shall have the right to participate in any other
employee benefit plans established by Employer.

        g. Unless a pre-existing plan of Employer expressly forbids
it, Employee may pay the exercise price (the "Exercise Price") of any and all
Rights that are or become exercisable at any time during the term hereof (the
respective Employer securities underlying any such Rights being herein referred
to as the "Underlying Securities"), by any, or any combination, of the following
means:

                  (i) by Employee's execution and delivery of a full recourse
promissory note drawn payable to Employer in a principal amount equal to the
Exercise Price, which note shall bear interest at the lowest rate, if any,
required to be charged by applicable Federal law, shall (without limiting the
full recourse nature thereof) be secured by such of the respective Underlying
Securities as Employee shall thereby be exercising upon, shall become due and
payable on not later than the due date specified therein, the expiration date of
this Agreement or, on a pro rata basis, the disposition of any or all of the
Underlying Securities constituting security therefor, and shall provide that the
principal amount thereof (together with all interest accrued thereon) may be
prepaid in its entirety at any time without penalty, and shall be paid in its
entirety when the same shall become due and payable, either in cash or pursuant
to subsection (ii) hereof, or by any combination thereof, as Employee may elect
with respect to any such payment;

                  (ii) by Employee's transfer to Employer of such number of
Underlying Securities and/or, at Employee's discretion, such number of identical
Employer securities held by Employee, as will, when valued at the highest
trading price of those securities during the six months period immediately
preceding the respective date of Employee's transfer thereof to Employer (less
the respective Exercise Price thereof, in the case of any unexercised Underlying
Securities then being so transferred) equal or minimally exceed the Exercise
Price; or

                  (iii) by a cash amount equal to all or such portion of the
Exercise Price as Employee may elect to pay in cash.

                  5. Expenses. Employee shall be reimbursed for all of his
actual out-of-pocket expenses incurred in the performance of his duties
hereunder, provided such expenses are acceptable to Employer, which approval
shall not be unreasonably withheld, for business related travel and
entertainment expenses, and that Employee shall submit to Employer reasonably
detailed receipts with respect thereto.


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                  6. Vacation. Employee shall be entitled to receive three (3)
weeks paid vacation time after each year of employment upon dates agreed upon by
Employer. Upon separation of employment, for any reason, vacation time accrued
and not used shall be paid at the salary rate of Employee in effect at the time
of employment separation.

                  7. Secrecy. At no time shall Employee disclose to anyone any
confidential or secret information (not already constituting information
available to the public) concerning (a) internal affairs or proprietary business
operations of Employer or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or methods.

                  8. Covenant Not to Compete. Employee acknowledges and confirms
that the Company is placing its confidence and trust in Employee. Accordingly,
Employee covenants and agrees that he will not, during the term of his
employment, and for a period of one (1) year thereafter, either directly or
indirectly, engage in any business, either directly or indirectly (whether as a
creditor, guarantor, financial backer, stockholder, director, officer,
consultant, advisor, employee, member, inventor, producer, or otherwise), with
or for any company, enterprise, institution, organization or other legal entity
(whether a sole proprietorship, a corporation, a partnership, a limited
liability company, an association, or otherwise, and whether or not for profit),
which is in competition with the ACTV Business (as defined herein). As used in
this Agreement, the term "ACTV Business" shall mean the invention, development,
application, implementation, extension, operation and/or management by ACTV
and/or any ACTV affiliate of any invention, software, technology, business,
service or product of ACTV and/or any ACTV affiliate, including without
limitation the convergence and digital television technologies commonly referred
to by ACTV as "Individualized Television", "HyperTV" and "eSchool".

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                  Furthermore, Employee will not during the term of his
employment, and for a period of one (1) year thereafter, individually or through
any entity, directly or indirectly, without the express prior written consent of
ACTV, which consent shall not be unreasonably withheld, become an employee,
consultant, advisor, director, officer, producer, partner or joint or
co-venturer of or to, or enter into any contract, agreement or arrangement with,
any entity or business venture of any kind to or of which ACTV and/or any ACTV
affiliate is a licensor or licensee or with which ACTV and/or any ACTV affiliate
is a joint or co-venturer, partner or otherwise engaged in any on-going business
relationship or discussions or negotiations with a view to entering into such a
relationship to provide services or products. Nor shall Employee, during the
term of his employment, and for a period of three (3) years thereafter,
individually or through any entity, directly or indirectly, without the express
prior written consent of ACTV, which consent shall not be unreasonably withheld,
make or otherwise extend any offer of full-time or part-time employment to any
officer or employee of ACTV and/or of any ACTV affiliate, or otherwise solicit
any officer or employee of ACTV and/or of any ACTV affiliate to seek or accept
any full-time or part-time employment, by or with any person or entity other
than ACTV or any ACTV affiliate.



                  Employee hereby acknowledges and agrees that the ACTV Business
extends throughout the United States, and that -- given the nature of the ACTV
Business -- ACTV and/or any ACTV affiliate can be harmed by competitive conduct
anywhere in the United States. Employee therefore agrees that the covenants not
to compete contained in this Section 8 shall be applicable in and throughout the
United States, as well as throughout such non-U.S. areas in which ACTV and/or
any ACTV affiliate may be (or has prepared written plans to be) doing business
as of the date of termination of Employee's employment. Employee further
warrants and represents that, because of his varied skill and abilities, he does
not need to compete with the ACTV Business, and that this Agreement will
therefore not prevent him from earning a livelihood. Employee acknowledges that
the restrictions contained in this Section 8 constitute reasonable protections
for ACTV and its affiliates in light of the foregoing and in light of the
promises to Employee contained herein. Employee and the Company hereby agree
that, if the period of time or the scope of the restrictive covenant not to
compete contained in this Section 8 shall be adjudged unreasonable by any proper
arbiter of a dispute hereunder, then the period of time and/or scope shall be
reduced accordingly, so that this covenant may be enforced in such scope and
during such period of time as is judged by such arbiter to be reasonable.


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                  9. Termination.

                  a. Termination by Employer

                  (i) Employer may terminate this Agreement upon written notice
         for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the
         Employee in conduct that constitutes activity in competition with
         Employer; (B) the conviction of Employee for the commission of a
         felony; and/or (C) the habitual abuse of alcohol or controlled
         substances. Notwithstanding anything to the contrary in this Section
         9(a)(i), Employer may not terminate Employee's employment under this
         Agreement for Cause unless Employee shall have first received notice
         from the Board advising Employee of the specific acts or omissions
         alleged to constitute Cause, and such acts or omissions continue after
         Employee shall have had a reasonable opportunity (at least 10 days from
         the date Employee receives the notice from the Board) to correct the
         acts or omissions so complained of.

                  (ii) Employer may terminate Employee's employment under this
         Agreement if, as a result of any physical or mental disability,
         Employee shall fail or be unable to perform his duties under this
         Agreement for any consecutive period of 90 days during any twelve-month
         period. If Employee's employment is terminated under this Section
         9(a)(ii): (A) for the first six months after termination, Employee
         shall be paid 100% of his full compensation under Section 4(a) of this
         Agreement at the rate in effect on the date of termination, and in each
         successive 12 month period thereafter Employee shall be paid an amount
         equal to 67% of his compensation under Section 4(a) of this agreement
         at the rate in effect on the date of termination; (B) Employer's
         obligation to pay life insurance premiums on the policy referred to in
         Section 4(d) shall continue in effect until five years after the date
         of termination; and (C) Employee shall continue to be entitled, insofar
         as is permitted under applicable insurance policies or plans, to such
         general medical and employee benefit plans (including profit sharing or
         pension plans) as Employee had been entitled to on the date of
         termination. Any amounts payable by Employer to Employee under this
         paragraph shall be reduced by the amount of any disability payments
         payable by or pursuant to plans provided by Employer and actually paid
         to Employee.

                  (iii) This agreement automatically shall terminate upon the
         death of Employee, except that Employee's estate shall be entitled to
         receive any amount accrued under Section 4(a) and the pro-rata amount
         payable under Section 4(e) for the period prior to Employee's death and
         any other amount to which Employee was entitled of the time of his
         death.


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                  b. Termination by Employee

                  (i) Employee shall have the right to terminate his employment
under this Agreement upon 30 days' notice to Employer given within 90 days
following the occurrence of any of the following events (A) through (D) or
within three years following the occurrence of event (E):

                  (A) Employer acts to change the geographic location of the
         performance of Employee's duties from the New York Metropolitan area.
         For purposes of this Agreement, the New York Metropolitan area shall be
         deemed to be the area within 10 miles of midtown Manhattan.

                  (B) A Material Reduction (as hereinafter defined) in
         Employee's rate of base compensation, or Employee's other benefits.
         "Material Reduction" shall mean a ten percent (10%) differential;

                  (C) A failure by Employer to obtain the assumption of this
         Agreement by any successor;

                  (D) A material breach of this Agreement by Employer, which is
         not cured within thirty (30) days of written notice of such breach by
         Employer;

                  (E) A Change of Control; or

                  (F) At Employee's election because of medical or
         health-related reasons, because of family considerations, or because
         Employee desires to pursue either philanthropic or political
         aspirations.

                  (ii) Anything herein to the contrary notwithstanding, Employee
may terminate this Agreement upon thirty (30) days written notice.

                  c. If Employer shall terminate Employee's employment other
than due to his death or disability or for Cause (as defined in Section 9(a)(i)
of this Agreement), or if Employee shall terminate this Agreement under Section
9(b)(i), Employer's obligations under Section 4 shall be absolute and
unconditional and not subject to any offset or counterclaim and Employee shall
continue to be entitled to receive all amounts provided for by Section 4 and all
additional employee benefits under Section 4 regardless of the amount of
compensation he may earn with respect to any other employment he may obtain.


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                  10. Consequences of Breach by Employer;
                      Employment Termination

                  a. If this Agreement is terminated pursuant to Section 9(b)(i)
hereof, or if Employer shall terminate Employee's employment under this
Agreement in any way that is a breach of this Agreement by Employer, the
following shall apply:

                  (i) Employee shall receive as a bonus, and in addition to his
salary continuation pursuant to Section 9.c., above, a cash payment equal to the
Employee's total base salary as of the date of termination hereunder for the
remainder of the term plus an additional amount to pay all federal, state and
local income taxes thereon on a grossed-up basis as heretofore provided, payable
within 30 days of the date of such termination; except that if this Agreement is
terminated pursuant to Section 9.(b)(i)(E), then Employee shall not be entitled
to receive a bonus under this Section 10.a.(i) but shall instead receive a
lump-sum payout of Employee's total base salary for the remainder of the term
plus an additional amount to pay all federal, state and local income taxes
thereon on a grossed-up basis as heretofore provided, payable within 30 days of
the date of such termination.

                  (ii) Employee shall be entitled to payment of any previously
declared bonus and additional compensation as provided in Section 4(a), (b) and
(e) above.

                  b. In the event of termination of Employee's employment
pursuant to Section 9(b)(i) of this Agreement, the provisions of Section 8 shall
not apply to Employee.

                  11. Remedies. Employer recognizes that because of Employee's
special talents, stature and opportunities in the interactive television
industry, and because of the special creative nature of and compensation
practices of said industry and the material impact that individual projects can
have on an interactive television company's results of operations, in the event
of termination by Employer hereunder (except under Section 9(a)(i) or (iii), or
in the event of termination by Employee under Section 9(b)(i) before the end of
the agreed term, Company acknowledges and agrees that the provisions of this
Agreement regarding further payments of base salary, bonuses and the
exercisability of Rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such payments
and benefits shall not be limited or reduced by amounts' Employee might earn or
be able to earn from any other employment or ventures during the remainder of
the agreed term of this Agreement.


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                  12. Excise Tax. In the event that any payment or benefit
received or to be received by Employee in connection with a termination of his
employment with Employer would constitute a "parachute payment" within the
meaning of Code Section 280G or any similar or successor provision to 280G
and/or would be subject to any excise tax imposed by Code Section 4999 or any
similar or successor provision then Employer shall assume all liability for the
payment of any such tax and Employer shall immediately reimburse Employee on a
"grossed-up" basis for any income taxes attributable to Employee by reason of
such Employer payment and reimbursements.

                  13. Arbitration. Any controversies between Employer and
Employee involving the construction or application of any of the terms,
provisions or conditions of this Agreement, save and except for any breaches
arising out of Sections 7 and 8 hereof, shall on the written request of either
party served on the other be submitted to arbitration. Such arbitration shall
comply with and be governed by the rules of the American Arbitration
Association. An arbitration demand must be made within one (1) year of the date
on which the party demanding arbitration first had notice of the existence of
the claim to be arbitrated, or the right to arbitration along with such claim
shall be considered to have been waived. An arbitrator shall be selected
according to the procedures of the American Arbitration Association. The cost of
arbitration shall be born by the losing party or in such proportions as the
arbitrator shall decide. The arbitrator shall have no authority to add to,
subtract from or otherwise modify the provisions of this Agreement, or to award
punitive damages to either party.

                  14. Attorneys' Fees and Costs. If any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be
entitled.

                  15. Entire Agreement; Survival. This Agreement, which has last
been modified effective as of June 22, 2001, contains the entire agreement
between the parties with respect to the transactions contemplated herein and
supersedes, effective as of (and only from and after) July 1, 2000, any prior
agreement or understanding between Employer and Employee with respect to
Employee's employment by Employer. The unenforceability of any provision of this
Agreement shall not effect the enforceability of any other provision. This
Agreement may not be amended except by an agreement in writing signed by the
Employee and the Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future rights.


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                  b. The provisions of Sections 4, 7, 8, 9(a)(ii), 9(a)(iii),
9(c), 10, 11, 12, 13, 14, 17, 18 and 19 shall survive the termination of this
Agreement.

                  16. Assignment. This Agreement shall not be assigned to other
parties.

                  17. Governing Law. This Agreement and all the amendments
hereof, and waivers and consents with respect thereto shall be governed by the
internal laws of the state of New York, without regard to the conflicts of laws
principles thereof.

                  18. Notices. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall be deemed to
have been given when

                  a. delivered by hand;

                  b. sent be telex or telefax (with receipt confirmed), provided
that a duplicate copy is mailed on that same date by registered or certified
mail, return receipt requested; or

                  c. received by the addressee as sent be express delivery
service (receipt requested) in each case to the appropriate addresses, telex
numbers and telefax numbers as the party may designate to itself by notice to
the other parties:

                  (i) if to the Employer:

                          ACTV, Inc.
                          225 Park Avenue South, 18th Floor
                          New York, NY 10003-1604
                          Attention: Day L. Patterson
                          Telefax:  (212) 497-7043
                          Telephone:  (212) 497-7000

                  (ii) if to the Employee:

                          David Reese
                          30 Maclay Road
                          Montville, NJ 07045


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                  19. Severability of Agreement. Should any part of this
Agreement for any reason be declared invalid by a court of competent
jurisdiction, such decision shall not affect the validity of any remaining
portion, which remaining provisions shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated,
and it is hereby declared the intention of the parties that they would have
executed the remaining portions of this Agreement without including any such
part, parts or portions which may, for any reason, be hereafter declared
invalid.

                  IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first above written.

                                   ACTV, INC.

                                   By: /s/ Day L. Patterson
                                      -------------------------------
                                      Day L. Patterson,
                                      Executive Vice President

                                      /s/ David Reese
                                      --------------------------
                                      DAVID REESE