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                                                                 EXHIBIT 10.41.3

                                    AMENDMENT
                            Dated as of March 1, 2002

WHEREAS, ACTV, INC., a Delaware corporation having an office at 233 Park Avenue
South, New York, New York 10003-1606 (hereinafter referred to as "Employer"),
and DAVID REESE, an individual residing at 25 High Mountain Drive, Montville, NJ
07045, are parties to that certain Employment Agreement dated as of August 1,
1995 (as amended to the date hereof, the "Agreement"); and

WHEREAS, the parties desire to amend the Agreement, effective the date hereof,
to restate the option exercise provisions of Section 4.g thereof as hereinbelow
set forth;

NOW, THEREFORE, the parties hereby agree as follows:

1. Amendment. Section 4.g of the Agreement is hereby deleted therefrom in its
entirety, and a new Section 4.g is hereby inserted in place thereof, such new
Section 4.g to be and read as follows:

                  "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 a market rate in effect at the
date of the respective exercise, 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
shares of ACTV, Inc. common stock as Employee shall have owned for at least six
months and shall, at the date of Employee's delivery and transfer thereof to
Employer, have a fair market value equal to the Exercise Price (or such portion
of the Exercise Price as Employee shall then be paying thereby); or

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

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2. Agreement. The Agreement, as amended hereby, is hereby ratified and confirmed
in its entirety and shall continue in full force and effect in accordance with
its terms.

IN WITNESS WHEREOF, the parties have executed this instrument effective as of
the date first set forth above.


                                     ACTV, INC.


                                     By: /s/ Day L. Patterson
                                         --------------------------
                                         Day L. Patterson,
                                         EVP/General Counsel



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