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Inter*Act Systems, Incorporated                       [LOGO]
14 Westport Ave., Norwalk, CT 06851
Tel 203-750-0300, Fax 203-750-0202

March 14, 1997

Mr. Thomas A. Manna
751 Forest Avenue
Rye, NY 10580

Dear Tom:

Following my meeting with our Board's Compensation Committee this afternoon, I
am happy to extend to you a final revised offer of employment:

                              Terms and Conditions

Position:                     Vice President, National Sales


Position Summary:             Plans, organizes and directs all aspects of the
                              Company's sales efforts to packaged goods
                              manufacturers to sponsor electronic promotions of
                              various types on the Company's Inter*Act Promotion
                              Network ("IPN"). May also include direction of the
                              Company's sales efforts to retail supermarket
                              chains. Also participates in executive level
                              corporate strategic planning and development.

Work Location:                Inter*Act Headquarters

Reporting to:                 Chairman & Chief Executive Officer

Signing Bonus:                per attached

Base Salary:                  Biweekly rate of $5,576.92 which, if annualized,
                              would be $145,000, to be reviewed annually.

Incentive Pay Opportunities:  o per attached

                              o The Company's CEO and CFO will work with you to
                              develop a sales commission plan that will be
                              designed to be competitive relative to established
                              industry comparables. If this new plan is more
                              desirable to you than your then current incentive
                              compensation plan, then the CEO and CFO will work
                              with you in good faith to tailor a plan of similar
                              characteristics that will be offered to you to
                              replace your then existing incentive compensation
                              plan.



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Inter*Act Systems, Incorporated
T. Manna Offer Letter
Page 2

Pay Dates:                    Every other Friday. Direct deposit of your
                              paycheck into the account(s) of your choice is
                              available.

Vacation:                     You will receive at least three (3) weeks paid
                              vacation annually.

Inter*Act
Stock Options:                Subject to the approval of our Board of Directors,
                              you will be granted an option to purchase 70,000
                              shares of Inter*Act Stock at a strike price of $10
                              per share, in accordance with the provisions of
                              the 1996 Nonqualified Stock Option Plan. These
                              options will vest over a five (5) year period on
                              your employment anniversary date (20% per year).
                              You will be eligible to receive additional option
                              grants each year during your annual Performance
                              Review.

Performance Review:           You will receive an annual performance review.

Benefits:                     Eligibility for Corporate Medical/Dental coverage
                              will commence the first of the month following 60
                              days of employment. The Company pays 90% of the
                              cost coverage of the employee and 55% of the cost
                              of coverage of dependents. Details are attached.
                              The Company may change the ratio of Company to
                              employee contribution at its sole discretion. You
                              will be eligible for Inter*Act's 401(k) Savings
                              and Investment Plan on the first quarterly
                              enrollment date after 6 months of employment.

Severance:                    per attached

Representations
and Indemnification:          You agree that in accepting this offer of
                              employment you will not violate any ongoing legal
                              obligations to your current employer and will not
                              disclose to Inter*Act, or any of its employees,
                              any proprietary information related to your
                              current employer. Inter*Act will agree to
                              indemnify you against any potential claims by your
                              current employer related to your accepting this
                              officer of employment so long as you have not
                              violated the foregoing representations to
                              Inter*Act.



Confidentiality and
Non-Compete:                  per attached

Effective Date of Employment: Two weeks from the date on which you countersign
                              this agreement, or sooner if possible.




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Inter*Act Systems, Incorporated
T. Manna Offer Letter
Page 3

This is a letter of offer; there is no employment contract either expressed or
implied. As with all Inter*Act employees , this is employment at will. If you
have any questions, please feel free to contact me or Mary Davis, Manager of
Human Resources at 800-888-8946. ext. 208.

Tom, I have gone to great lengths to come as close as possible to the terms you
requested Thursday morning; we have stretched to the limit. We believe you are
more than worth the effort. I truly hope you will find this offer acceptable so
we can get down to the business of cresting the new paradigm!.


                                         Best Regards,

                                        /s/ Stephen R. Leeolou

                                       Stephen R. Leeolou
                                       Chairman & Chief Executive Officer


Please sign and return this by fax to me at (910) 545-2265 and return the
original by Federal Express.

I have read the foregoing terms and conditions and hereby agree to accept them
as stated.


*Accepted:  /s/ Thomas A. Manna          3/15/97
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            Thomas A. Manna               Date


* With accepted changes as outlined in the attached letter now recognized as the
"Adendum" to this agreement.



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                                 Thomas A. Manna
                                 751 Forest Ave.
                               Rye, New York 10580



March 15, 1997



Mr. Stephen R. Leeolou
Inter-Act Systems, Inc.
14 Westport Ave.
Norwalk, CT 06851

Dear Steve:


I am in receipt of InterAct's revised offer letter. Let me express my
appreciation for your personal conviction to make this "deal" happen! I fully
comprehend the lengths to which you went as reflected by the stated terms.

In the spirit of wrapping this up over the weekend, I'd like to propose the
following language changes:


Signing Bonus:                You will receive a one-time signing bonus of
                              $100,000 to partially offset the proceeds from the
                              stock options you will forfeit (vesting dates:
                              April 29 and May 1, 1997) by joining InterAct
                              before May 2, 1997. Fifty percent (50%) of this
                              Bonus will paid in May 1997, with the remaining
                              50% paid the first week of January 1998. This
                              signing bonus is guaranteed when you commence
                              employment with InterAct.

                              Additionally, InterAct will reimburse the cost of
                              COBRA interim health care coverage incurred by
                              accepting this position.

Incentive Pay
Opportunities:                $55,000 guaranteed in the first calendar year
                              (1997) of the employment. This amount will be paid
                              in two (2) equal installments: 50% in June 1997,
                              and the remaining 50% paid January 1998.

                              This portion of your annual incentive pay
                              opportunity will automatically escalate to
                              $100,000 in the second calendar year of employment
                              (1998) based on reaching mutually agreeable
                              quarterly IPN brand sales objectives.



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Thomas A. Manna
Page 2

Severance:                    If, at any time during your first five years of
                              employment InterAct is sold (and you are not able
                              to, or do not wish to work for the new owner),
                              InterAct will immediately vest all unvested
                              options. If at any time during your first five
                              years of employment, your employment is terminated
                              for any reason other than cause (gross negligence,
                              dereliction of duty, fraud), then InterAct will
                              immediately vest 50% of all unvested outstanding
                              options that have been granted to you or 40,000
                              options shares, whichever is greater.
                              Additionally, under either circumstance, InterAct
                              will continue paying you your base salary for an
                              additional 12 months.

Confidentiality               All employees are required to sign the Corporate
                              Employee Proprietary Information Agreement. It is
                              also agreed that the Non-Compete elements of the
                              attached offer letter do not apply to this
                              agreement. However, it is agreed that we will
                              mutually agree to some Non-Compete language which
                              will include narrow parameters relative to time
                              and companies within the industry affected.

Steve, assuming these changes are agreeable to you I would be extremely pleased
to join InterAct and look forward to building a truly premier organization with
you, Rich and Ray!

Please note your acceptance of these changes by countersigning this letter
below. This will officially amend InterAct's revised offer letter dated 3/14/97,
which is attached and signed by me. These two (2) documents in combination now
become the offer agreement.


Sincerely,
/s/ Thomas A. Manna
Thomas A. Manna


 Accepted:   /s/ Stephen R. Leeolou             3/16/97
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                 Stephen R. Leeolou             Date