EXHBIT 2




<PAGE>


                       AGREEMENT REGARDING SALE OF ASSETS

      This AGREEMENT, made this May day of April, 2005, by and between OnTV,
Inc. ("the Company") and Daniel M. Fasano ("the Purchaser") is made for the
purpose of setting forth the terms and conditions upon which the Company will
sell certain of its assets to Fasano.

THE PARTIES AGREE AS FOLLOWS:

      1. Subject to the terms and conditions of this Agreement, the Company
agrees to sell, and the Purchaser agrees to buy the following assets:

     o    All of the  issued and  outstanding  shares of Seen On TV,  Inc.  (the
          "Subsidiary")
     o    the trademarks,  "AsSeenOnTV.com",  "SeenOnTV.com",  "What a", "What a
          Saw" and " What a Product",.
     o    the trade names, "ONTV", "AsSeenOnTV.com",  "SeenOnTV.com" and "What a
          Product"
     o    the internet domain  addresses  "SeenOnTV.com" ,  "ASeenOnTV.com"  and
          "AsSeenOnTV.com".
     o    all of the Company's office equipment

      2. For the assets described above, Mr. Fasano will pay the Company
$300,000 ("the Cash Purchase Price") and will also assume all liabilities of the
Subsidiary. The Cash Purchase Price will be paid in the following manner:

     o    The unpaid  amount of the Cash  Purchase  Price will bear  interest at
          5.75% per year.

     o    25% of the net, after-tax income from the operations of the Subsidiary
          will be paid to the  Company  until  the  Cash  Purchase  Price,  plus
          accrued interest, is paid in full.

     o    Mr.  Fasano may,  at any time,  and in his sole  discretion,  elect to
          assume all or a certain  amount of the Company's  liabilities in which
          case the Cash  Purchase  Price  will be  reduced  by the amount of the
          liabilities assumed.

      3. Prior to the closing the Company and the Subsidiary will conduct their
business in the normal course, and shall not sell, pledge, or assign any assets,
without the prior written approval of the other party, except in the regular
course of business. Neither the Company nor the Subsidiary shall amend its
Articles of Incorporation or By-laws, declare dividends, redeem or sell stock or
other securities, incur additional or newly-funded material liabilities, acquire
or dispose of fixed assets, change senior management, change employment terms,
enter into any material or long-term contract, guarantee obligations of any
third party, settle or discharge any balance sheet receivable for less than its
stated amount, pay more on any liability than its stated amount, or enter into
any other transaction other than in the regular course of business.

<PAGE>

      4. The obligations of the Company and the Purchaser hereunder shall be
subject to the satisfaction at the Closing of all of the following:

     o    The liabilities of the Subsidiary will not exceed $400,000.

     o    The  sale of the  assets  referred  to in  Section  1 will  have  been
          approved by the shareholders of the Company.

     o    Shareholders  owning less than 500,000 shares of the Company's  common
          stock will have exercised  dissenter's rights with respect to the sale
          of the assets.


AGREED TO AND ACCEPTED                          ONTV, INC.

                                                By /s/ Daniel M. Fasano
                                                   -----------------------
                                                   Daniel M. Fasano, President


                                                   Daniel M. Fasano
                                                   -----------------------
                                                   Daniel M. Fasano



<PAGE>