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                          COOPERATIVE VENTURE AGREEMENT

                                  BY AND AMONG

                             HYPERTV NETWORKS, INC.,

                              LIBERTY LIVEWIRE, LLC

                                       AND

                           HYPERTV WITH LIVEWIRE, LLC

                              DATED: APRIL 13, 2000


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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                             <C>
         ARTICLE 1 - DEFINITIONS..................................................................................4
                  1.1.     Definitions............................................................................4

         ARTICLE 2 - ACTIVITIES, RESPONSIBILITIES AND COMPENSATION
         OF THE PARTIES ..........................................................................................7
                  2.1.     Responsibilities of the Parties - General..............................................7
                  2.2.     The Company............................................................................8
                  2.3.     Livewire...............................................................................9
                  2.4.     HTVN .................................................................................10

         ARTICLE 3 - LIVEWIRE COMMON STOCK PURCHASE WARRANT .....................................................11
                  3.1.     The Warrant...........................................................................11
                  3.2.     Registration Rights...................................................................12

         ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE PARTIES ..............................................12
                  4.1.     Representations and Warranties of HTVN................................................12
                  4.2.     Representations and Warranties of Livewire............................................14
                  4.3.     Survival..............................................................................15

         ARTICLE 5 - ADDITIONAL COVENANTS OF THE PARTIES ........................................................15
                  5.1.     Additional DVD Revenue Opportunities..................................................15
                  5.2.     Provision of Competitive Services.....................................................15
                  5.3.     Additional Services to the Company....................................................15
                  5.4.     Business Opportunities................................................................15
                  5.5.     Confidentiality.......................................................................16
                  5.6.     Pursuit of Rights.....................................................................16
                  5.7.     Delivery of Bills.....................................................................16

         ARTICLE 6 - DISPOSITION OF THE PARTIES' INTERESTS
         IN THE COMPANY .........................................................................................16

         ARTICLE 7 - INDEMNIFICATION.............................................................................17

         ARTICLE 8  - LIMITATION OF LIABILITY....................................................................17

         ARTICLE 9  - INSURANCE..................................................................................17

         ARTICLE 10 - NON-SOLICITATION...........................................................................17

         ARTICLE 11 - TERM AND TERMINATION.......................................................................18
                  11.1.    Term..................................................................................18
                  11.2.    Termination...........................................................................18
                  11.3.    Effect of Termination.................................................................18

                                      2
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         ARTICLE 12 - MISCELLANEOUS..............................................................................19
                  12.1.    Limits of the Parties.................................................................19
                  12.2.    Expenses..............................................................................19
                  12.3.    Termination of Covenants, Representations and Warranties..............................19
                  12.4.    Notices...............................................................................19
                  12.5.    Entire Agreement; Modifications; Waiver...............................................20
                  12.6.    Successors and Assigns  ..............................................................20
                  12.7.    Execution and Counterparts............................................................20
                  12.8.    Governing Law and Severability........................................................21
                  12.9.    Publicity.............................................................................21
                  12.10.   Captions..............................................................................21
                  12.11.   Schedules and Exhibits................................................................21

                             SCHEDULES AND EXHIBITS

SCHEDULES:

HTVN - Compliance ............................................................................................4.1.4
Livewire - Compliance ........................................................................................4.2.4

EXHIBITS:

Company/Livewire License..........................................................................................A
HyperTV Patents and Pending Patents...............................................................................B
ACTV Individualized Television Patents and Pending Patents........................................................C
Registration Rights Agreement.....................................................................................D
Warrant...........................................................................................................E
</TABLE>

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                          COOPERATIVE VENTURE AGREEMENT

         This Agreement (the "Agreement") is entered into this 13th day of
April, 2000 by and among HYPERTV NETWORKS, INC., a Delaware corporation, having
an office at 1270 Avenue of the Americas, New York, NY 10020 ("HTVN"), LIBERTY
LIVEWIRE, LLC, a Delaware limited liability company, having an office at 9197
South Peoria Street, Englewood, CO 80112 ("Livewire") and HYPERTV WITH LIVEWIRE,
LLC, a Delaware limited liability company whose sole members are HTVN and
Livewire (the "Company"). HTVN, Livewire and the Company are referred to herein
each individually as a "Party" and collectively as the "Parties."

                                    RECITALS:

         WHEREAS, HTVN and Livewire desire to enter into a cooperative
relationship to:

                  (a)      promote the widespread development of the HyperTV
                           Technology (as defined below) to enhance the
                           experience of television viewers, programmers and
                           advertisers;

                  (b)      use and promote the HyperTV Technology as the defacto
                           solution for synchronous delivery of web and
                           television content, for both narrowband and broadband
                           applications as provided in the patents and pending
                           patents listed in Schedule B attached hereto; and

                  (c)      protect the competitive advantages conferred by the
                           HyperTV Technology;

         WHEREAS, HTVN and Livewire have formed the Company, whose primary
responsibility will be the coordination and management of the marketing and
sales of the HyperTV Technology in the Field of Use (as defined below);

         WHEREAS, HTVN is granting a license to the Company and Livewire to
perform and provide certain services with respect to the HyperTV Technology; and

         WHEREAS, HTVN, the Company and Livewire are assuming certain
responsibilities and expect to derive certain revenues through the Company in
connection with the HyperTV Technology as set forth herein.

         NOW, THEREFORE, the Parties, intending to be legally bound hereby,
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

1.1     DEFINITIONS:   As used herein, the following terms shall have the
        corresponding meanings:

1.1.1                  ACTV means ACTV, Inc., a Delaware corporation.

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1.1.2                  AFFILIATE of any person or entity means another
                       person or entity, of which the first person or entity
                       owns, directly or through one or more Affiliates,
                       capital stock or other ownership interests
                       representing, on a fully-diluted basis, a majority of
                       the total equity interests and a majority of the
                       total equity voting power.

1.1.3                  AUTHORING SERVICES means the creation of any content
                       for HyperTV Distributed Community Networks.

1.1.4                  CLIENTS means the clients who have purchased HyperTV
                       Technology products and services marketed and sold by
                       or on behalf of (i) the Company or (ii) Livewire as
                       provided in Section 2.3.4.

1.1.5                  COMPANY/LIVEWIRE LICENSE means the worldwide,
                       perpetual, fully-paid license granted to the Company
                       and Livewire by HTVN with respect to the HyperTV
                       Technology, which license shall be exclusive in the
                       Field of Use, substantially in the form of Exhibit A
                       hereto.

1.1.6                  DCN means the Distributed Community Network
                       UNIX-based software package, which provides the
                       foundational end user connection management, chat and
                       synchronization means for the HyperTV Technology and
                       all releases, updates, enhancements and modifications
                       thereof.

1.1.7                  DVD means a Digital Versatile Disc, a popular
                       consumer device used for the high quality display of
                       full motion MPEG video/audio content on a DVD
                       playback device.

1.1.8                  EVENT BROADCAST SERVICES means the operation and
                       monitoring of HyperTV Distributed Community Networks
                       to support the broadcast of HyperTV events, whether
                       automated or manually-controlled and whether live or
                       prerecorded.

1.1.9                  FIELD OF USE means any use of HyperTV Technology in
                       connection with all television, video and filmed
                       content of any kind, including without limitation
                       long-form television programming of any kind
                       (including serials, specials, mini-series, movies of
                       the week, news, and infotainment), commercial
                       advertising (including both infomercials and
                       short-form spots), music videos, theatrical releases,
                       and non-theatrical feature films of any kind,
                       pay-per-view, foreign language, business-to-business
                       programming represented by corporate communications,
                       fully programmed non-commercial television networks
                       that are biographical, informational, educational or
                       non-fiction such as PBS, promotional programming, and
                       specialty programming such as used by On Command, in
                       any case whether distributed to the viewer by
                       over-the-air broadcast, cable, satellite, streaming
                       media, DVD, videotape or other method (whether
                       narrowband or broadband). Anything contained herein
                       to the


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                       contrary notwithstanding, the Field of Use
                       excludes: (i) e-School-Registered Trademark-'s
                       educational and instructional programming, whether
                       distributed to the learner/student by over-the-air
                       broadcast, cable, satellite, streaming media, DVD,
                       videotape or other method (whether narrowband or
                       broadband); (ii) training programming for corporations
                       and government agencies (provided that if Livewire has
                       an existing relationship with an existing client,
                       HTVN and Livewire will work together to apportion the
                       provision of services to such client by and among
                       each other in an equitable manner); and (iii)
                       Authoring Services provided in conjunction with
                       ACTV's Individualized Television.

                       The Parties anticipate that business-to-business
                       programming will fall within either of two areas:
                       corporate communications or training. If the
                       business-to-business programming is not in one of
                       those two areas, the Parties agree to allocate, in
                       good faith, the respective responsibilities and
                       Revenues relating to such business-to-business
                       programming.

1.1.10                 HOSTING SERVICES means the distribution and hosting
                       of content and services for Clients to utilize, and
                       for consumers to access, HyperTV Distributed
                       Community Networks. Hosting Services include the
                       facilities, hardware, bandwidth and technical
                       expertise necessary to support the HyperTV
                       experience.

1.1.11                 HYPERTV DISTRIBUTED COMMUNITY NETWORKS means the
                       overall hardware and software platform (including the
                       DCN) required for delivery of the HyperTV experience.

1.1.12                 HYPERTV TECHNOLOGY means the HyperTV patents and
                       patent applications listed on Exhibit B hereto, and
                       all technology, trade secrets and know-how of ACTV,
                       HTVN or any other direct or indirect subsidiary of
                       ACTV related to the synchronized delivery of video,
                       on the one hand, and Web-based programming or other
                       content, on the other hand, including proprietary
                       software technologies, software methods, and
                       plug-ins. HyperTV Technology explicitly includes the
                       selection of the video and/or content based on stored
                       user profiling; wherein such profile information is
                       collected over the Internet or World Wide Web.

1.1.13                 HVPERTV TECHNOLOGY LICENSE FEE means a fee payable to
                       HTVN, charged by the Parties or incorporated by the
                       Parties in any quotations, billings, invoices or
                       other charges to Clients, for the use of the HyperTV
                       Technology.

1.1.14                 IMPROVEMENTS means any and all improvements,
                       refinements, enhancements, upgrades, revisions, bug
                       fixes, and other modifications of the HyperTV
                       Technology.


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1.1.15                 INDIVIDUALIZED TELEVISION means video programming
                       that is enhanced with additional video, graphic
                       and/or audio signals related in content and time such
                       that viewers see and/or hear only certain of the
                       signals at a given moment and the others remain
                       transparent, and in response to the viewer's inputs
                       to programming options or to stored selection
                       criteria (e.g., personal profile) the individualized
                       programming switches from one signal to another,
                       giving the viewer an appropriate response.
                       Individualized Television includes all technology,
                       trade secrets and know-how of ACTV or any other
                       direct or indirect subsidiary of ACTV related to such
                       video programming and the ACTV patents and pending
                       patents listed on Exhibit C hereto.

1.1.16                 REGISTRATION RIGHTS AGREEMENT means the agreement
                       pursuant to which Livewire agrees to cause the issuer
                       to register, for the benefit of HTVN, or its
                       assignee, the shares of common stock underlying the
                       Warrant, in substantially the form of Exhibit D
                       hereto.

1.1.17                 REVENUES means any and all sums paid by Clients or
                       other third parties to any Party, in cash or in kind,
                       in connection with, or for the use of, the HyperTV
                       Technology and/or services to be provided by the
                       Parties as described herein, without any deduction.

1.1.18                 TECHNICAL QUALITY CONTROL SERVICES means the review
                       of content to ensure that content is compatible with
                       HyperTV Distributed Community Networks and conforms
                       to the Client's specifications.

1.1.19                 VENTURE means the business venture that is the
                       subject of this Agreement.

1.1.20                 WARRANT means the common stock purchase warrant
                       issued by Livewire to HTVN, or its assignees, as
                       described in Article 3 of this Agreement,
                       substantially in the form of Exhibit E hereto.

                                    ARTICLE 2
          ACTIVITIES, RESPONSIBILITIES AND COMPENSATION OF THE PARTIES

2.1 RESPONSIBILITIES OF THE PARTIES - GENERAL:

2.1.1                  The Venture is a cooperative venture whose success
                       depends on each of the Parties performing the tasks
                       for which it is responsible under this Article 2, and
                       each Party shall render all services to be provided
                       hereunder to Clients in a competent and workmanlike
                       manner.

2.1.2                  Livewire and HTVN will each be solely responsible
                       for establishing the terms and conditions on which
                       they will provide to Clients, directly or through the
                       Company, the services to be provided by such Parties
                       in connection with this Agreement, including the fees
                       and expenses to be charged by such Parties for such
                       services. Subject to the first sentence of this
                       Section 2.1.2, the Parties shall actively consult
                       with one another and

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                       cooperate in good faith to coordinate such terms,
                       conditions, fees and expenses, with the goal of
                       maximizing the success of the Venture.

2.2     THE COMPANY:

2.2.1                  The Company is intended to be the primary sales and
                       billing entity for HyperTV Technology and will
                       coordinate and manage the marketing and sale of
                       HyperTV Technology in the Field of Use.

2.2.2                  The Company will use commercially reasonable efforts
                       to diligently and actively develop, promote, market
                       and sell products and services incorporating the
                       HyperTV Technology in agreed upon markets, in
                       accordance with and subject to the limitations set
                       forth in this Agreement.

2.2.3                  Clients will have the opportunity to purchase
                       Authoring Services, Hosting Services, use of the
                       HyperTV Technology, e-commerce and advertising
                       enabling, data management services and any other
                       services offered by or through the Company from time
                       to time on either a bundled or "a la carte" basis,
                       with the aggregate fees and expenses for such
                       services quoted and billed by the Company on such
                       basis as the Company shall determine from time to
                       time to be appropriate (including, where the Company
                       determines appropriate, single price or "all-in"
                       pricing for the services purchased). Such services
                       will be provided by Livewire and HTVN as provided for
                       in this Agreement.

2.2.4                  The Company will (a) pay Livewire and HTVN a fee
                       determined pursuant to Section 2.1.2 for all services
                       provided by Livewire and HTVN through the Company or
                       (b) allocate and remit to Livewire and HTVN,
                       respectively, the fees collected by the Company for
                       such services from Clients, in each case in
                       accordance with procedures established by the Company
                       from time to time and approved in writing by Livewire
                       and HTVN (which approval will not be unreasonably
                       withheld or delayed). The Company shall not retain
                       any fees and expenses collected from Clients, except
                       by the mutual consent of the Parties.

2.2.5                  The Parties will work together to minimize
                       expenditures at the Company level, and, to that end,
                       the Company will have limited personnel, if any. HTVN
                       and Livewire will make available to the Company, on a
                       fair and commercially reasonable basis, marketing and
                       sales personnel as well as personnel to perform
                       administrative and bookkeeping functions. If the
                       Parties determine that the Company needs to have its
                       own personnel, they will mutually agree on a budget
                       for such personnel. Neither HTVN nor Livewire will
                       authorize any expenditures by the Company, or for
                       which the Company may be liable, without the prior
                       written consent of the other (which consent shall not
                       be unreasonably withheld or delayed), or in
                       accordance with a budget approved in writing by both
                       Parties.

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2.2.6                  Initially, the Company will focus its sales and
                       marketing efforts on the United States and Europe,
                       and will expand into other markets upon the mutual
                       agreement of the Parties, which agreement shall not
                       be unreasonably withheld or delayed.

2.2.7                  HTVN and Livewire shall each own fifty percent (50%)
                       of the equity interests and voting power of the
                       Company and shall each appoint an equal number of
                       representatives to the managing body of the Company.
                       The Company's managing body will initially consist of
                       Bruce Crowley and Bill Airy, representing HTVN and
                       Livewire, respectively.

2.2.8                  The Company shall provide to both HTVN and Livewire
                       all financial statements and reports of the Company
                       necessary to allow HTVN and Livewire and their
                       Affiliates to make their required Securities and
                       Exchange Commission filings in a timely fashion.

2.3     LIVEWIRE:

         Livewire will be responsible for, and will derive Revenue from, the
         following activities:

2.3.1                  Livewire shall provide distribution and Hosting
                       Services to Clients at facilities operated or
                       contracted for by Livewire from time to time, and
                       shall have the exclusive right to provide such
                       services to third parties in the Field of Use.
                       Livewire's right of exclusivity for distribution and
                       Hosting Services shall not preclude any Client or its
                       Affiliate from performing its own distribution and
                       Hosting Services for HyperTV Distributed Community
                       Networks, utilizing primarily its own personnel,
                       through facilities owned and operated by such Client
                       or Affiliate. If HTVN or the Company license the
                       HyperTV Technology to any person outside the Field of
                       Use and such person does not intend to provide its
                       own Hosting Services, HTVN or the Company, as
                       applicable, shall use commercially reasonable efforts
                       to provide Livewire with an opportunity to bid on the
                       provision of such services.

2.3.2                  Livewire shall provide Event Broadcast Services and
                       Technical Quality Control Services to Clients using
                       qualified personnel at facilities operated by or
                       contracted for by Livewire from time to time, and
                       shall have the exclusive right to provide such
                       services; provided, that, during the transition
                       period, HTVN shall provide such services concurrently
                       with Livewire and cooperate with Livewire to provide
                       the training and technology support necessary for
                       Livewire to provide such services after such
                       transition period.

2.3.3                  Livewire shall provide Authoring Services to Clients,
                       and shall have the exclusive right to provide such
                       services in the Field of Use, except as provided in
                       the following two sentences. Livewire's right of
                       exclusivity for Authoring Services shall not preclude
                       any Client or its Affiliate from

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                       performing its own Authoring Services for HyperTV
                       Distributed Community Networks, utilizing primarily
                       its own personnel, through facilities owned and
                       operated by such Client or Affiliate. In addition HTVN
                       will have the right to provide Authoring Services, (i)
                       outside the Field of Use and (ii) on a limited basis,
                       in the Field of Use, as mutually agreed upon by the
                       Parties. In the event Livewire chooses not to provide
                       Authoring Services to certain Clients, HTVN may, in
                       its own discretion, provide Authoring Services to such
                       Clients.

2.3.4                  Livewire may from time to time provide Authoring
                       Services, Hosting Services and other services
                       relating to HyperTV to Clients in conjunction with
                       Livewire's general production, post-production,
                       transmission, archiving and related services. In that
                       connection, the Company may from time to time
                       authorize Livewire to provide the HyperTV Technology
                       to Livewire's clients, on behalf of the Company, on
                       such basis as the Company shall determine to be
                       appropriate. In such event, Livewire will collect the
                       HyperTV Technology License Fee on behalf of the
                       Company and remit such fee to HTVN in accordance with
                       procedures established for such circumstances by the
                       Company. The Company may from time to time authorize
                       HTVN to provide e-commerce enabling, advertising
                       enabling and data management services (excluding
                       Hosting Services and Authoring Services) to the
                       Company's clients, on behalf of the Company, on such
                       basis as the Company shall determine to be
                       appropriate.

2.3.5                  With respect to the provision of Hosting Services,
                       Livewire will use commercially reasonable efforts to
                       support a minimum of one million (1,000,000)
                       concurrent users in one or more data centers by
                       September 30, 2000.

2.4     HTVN:

        HTVN will be responsible for, and will derive Revenue from the
        following:

2.4.1                  The HyperTV Technology License Fee, which may be
                       expressed as a separate line item or may be bundled
                       into the services provided by the Parties.

2.4.2                  e-commerce enabling such as striping, encoding,
                       filtering, targeting, technical integration,
                       transactional quality control, reporting
                       click-through and associated data and fulfillment.

2.4.3                  Advertising enabling such as striping, encoding,
                       inserting, filtering, targeting, sequencing,
                       reporting click-through and associated data,
                       permission based marketing and fulfillment.

2.4.4                  Data management services.

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2.4.5                      Initially providing Event Broadcast Services and
                           Technical Quality Control Services during the
                           transition period.

2.4.6                      HTVN shall maintain and develop ongoing Improvements
                           to the HyperTV Technology, including software
                           updates, revisions and modifications thereto, as HTVN
                           and/or the Company shall reasonably request.

2.4.7                      HTVN shall have the responsibility to defend the
                           HyperTV Technology against infringements or
                           violations. In general, upon the discovery of any
                           infringement of the HyperTV Technology, HTVN shall
                           have the sole right to take appropriate action to
                           suppress such infringement, including the sole right
                           to determine whether or not any action shall be taken
                           on account of such infringement or violation of the
                           HyperTV Technology, and the right to negotiate and
                           enter into a pre-litigation or pending-litigation
                           settlement with the identified infringer and HTVN
                           shall receive any sums recovered in such suits or
                           settlements. Any such settlement by HTVN may include
                           the grant of a non-exclusive license to use all or
                           part of the HyperTV Technology PROVIDED that no such
                           license shall conflict with or limit in any material
                           respect Livewire's rights of exclusivity
                           with respect to the provision of Authoring Services
                           and Hosting Services in the Field of Use without the
                           prior written consent of Livewire, which consent
                           shall not be unreasonably withheld or delayed.

                           HTVN shall from time to time consult with Livewire in
                           good faith with respect to any infringements and
                           violations, and if Livewire so requests, will provide
                           Livewire with a reasonable opportunity to join HTVN
                           in any action to suppress such infringements or
                           violations near the onset of such suits, provided
                           that in such event all costs, expenses, and attorneys
                           fees incurred shall be shared equally between the
                           Parties herein and neither Party shall settle any
                           such action without the consent of the other, which
                           consent shall not be unreasonably withheld or
                           delayed. In such a jointly prosecuted suit, any sums
                           recovered in the suit or in settlement thereof shall
                           be used, first, to pay any outstanding bills for
                           expenses arising from the prosecution and any
                           settlement of the suit, and to reimburse the Parties
                           herein for their contributions to such expenses; and,
                           then, any remainder shall be shared by the Parties.

                                    ARTICLE 3
                     LIVEWIRE COMMON STOCK PURCHASE WARRANT

3.1      THE WARRANT: Upon the execution of this Agreement, Livewire shall issue
         to HTVN, or its designee, the Warrant. The Warrant, in substantially
         the form of Exhibit D attached hereto, shall entitle HTVN, or its
         assignees, to purchase up to 2,500,000 shares of the Class A Common
         Stock of the Todd-AO Corporation ("Todd") as in effect immediately
         following the reclassification provided for in the Agreement and Plan
         of Merger dated as of December 10, 1999 among Todd, Liberty Media
         Corporation, B-Group Merger Corp.


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         and AT& T Corp., at an exercise price of $30.00 per share for a period
         of fifteen (15) years from the date of this Agreement.

3.2      REGISTRATION RIGHTS HTVN shall be entitled to registration rights with
         respect to shares of the Class A Common Stock issuable upon exercise of
         the Warrant (as set forth in the Registration Rights Agreement in the
         form of Exhibit E hereto).

                                    ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

4.1      REPRESENTATIONS AND WARRANTIES OF HTVN: Except as set forth herein,
         including the Schedules to this Agreement, HTVN hereby represents and
         warrants to Livewire as of the date of this Agreement as follows:

4.1.1                 ORGANIZATION, STANDING, AND POWER. HTVN is a
                      corporation duly organized, validly existing and in
                      good standing under the laws of the State of Delaware
                      and has full corporate power and authority to conduct
                      its business as currently conducted and to enter into
                      and perform this Agreement and to carry out the
                      transactions contemplated by this Agreement.

4.1.2                 AUTHORITY FOR AGREEMENT.  The execution, delivery,
                      and performance of this Agreement by HTVN have been
                      duly authorized by all necessary corporate action,
                      and this Agreement constitutes the valid and binding
                      obligation of HTVN enforceable against it in
                      accordance with its terms, except as enforceability
                      may be affected by bankruptcy, insolvency or other
                      laws of general application affecting the enforcement
                      of creditors' rights. The execution and consummation
                      of the transactions contemplated by this Agreement
                      and compliance with its provisions by HTVN will not
                      violate any provision of law and will not conflict
                      with or result in any breach of any of the terms,
                      conditions, or provisions of, or constitute a default
                      under, HTVN's Certificate of Incorporation or By-Laws
                      or any indenture, lease, loan agreement or other
                      material agreement or instrument to which HTVN is a
                      party or by which it or any of its properties is
                      bound or any decree, judgment, order, statute, rule
                      or regulation applicable to HTVN.

4.1.3                 GOVERNMENTAL CONSENT. No material consent, approval,
                      order or authorization of, or registration,
                      qualification, designation, declaration or filing
                      with, any governmental authority is required on the
                      part of HTVN in connection with the execution and
                      delivery of this Agreement, or the consummation of
                      the transactions contemplated by this Agreement.

4.1.4                 COMPLIANCE. HTVN is not in violation of its
                      Certificate of Incorporation or By-Laws, or any
                      material term of any instrument, indenture, loan
                      agreement, or other agreement, or any judgment,
                      decree, order, statute, rule or regulation applicable
                      to HTVN. HTVN has complied in all


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                      material respects with all laws and regulations
                      applicable to its business, except as otherwise
                      disclosed in Schedule 4.1.4. attached hereto.

4.1.5                 SEC AND OTHER DOCUMENTS. HTVN has furnished to
                      Livewire a true, correct and complete copy of each
                      statement, report, and other document filed with the
                      United States Securities and Exchange Commission by
                      ACTV and/or HTVN since December 31, 1998 and a true,
                      correct and complete copy of the License Agreement
                      dated March 8, 1999, by and among ACTV and HTVN.

4.1.6                 INTELLECTUAL PROPERTY. HTVN is the holder of all of
                      the rights, titles and interests that are necessary
                      for the grant of the use licenses provided in this
                      Agreement and the Company/Livewire License. The
                      business of HTVN is being carried out without, to the
                      knowledge of HTVN, conflict with any U.S. patents,
                      licenses, trademarks, copyrights, trade names and
                      trade secrets of any other persons.

                      To the best knowledge of HTVN, no interferences,
                      reexaminations or reissues are currently being
                      conducted within the United States Patent and
                      Trademark Office with respect to any of the patent or
                      patent applications listed in Exhibit B. No statutory
                      disclaimers were filed within the United States
                      Patent and Trademark Office with respect to any of
                      the patent or patent applications listed in Exhibit
                      B, other than any terminal disclaimers that would not
                      result in any such patent expiring prior to the 20th
                      anniversary of the earliest priority date applicable
                      to any of the patents and patent applications listed
                      in Exhibit B.

                      HTVN shall indemnify Livewire from and against all
                      liabilities or losses, including without limitation
                      reasonable attorneys' fees, arising out of any final
                      non-appealable judgment by a U.S. court of competent
                      jurisdiction ("Judgment") to the effect that the use
                      of the HyperTV Technology alone by the Company or
                      Livewire in accordance with this Agreement violates
                      or infringes any valid and enforceable U.S. patent,
                      copyright, trade secret or other intellectual
                      property right of any other person existing on the
                      date of this Agreement, without regard to the
                      knowledge of HTVN, or conflicts with any license
                      heretofore granted by HTVN or any of its predecessors
                      or Affiliates; PROVIDED, HOWEVER, that (i) the
                      aggregate liability of HTVN to Livewire under this
                      sentence shall in no event exceed the value of the
                      Warrant paid by HTVN at the date of the Judgment,
                      plus any appreciation theretofore realized or accrued
                      by HTVN in respect of shares acquired upon exercise
                      of the Warrant (determined on an after tax basis, if
                      applicable), and (ii) if HTVN shall have any
                      liability to Livewire under this sentence, HTVN shall
                      have the right to satisfy that liability in whole or
                      in party by (A) canceling Share Purchase Rights (as
                      defined in the Warrant) and/or (B) surrendering
                      shares of common stock acquired upon exercise of the
                      Warrant, in either case having an aggregate value at
                      the date of such Judgment equal to such liability of
                      HTVN hereunder.

                                        13


<PAGE>


4.1.7                 BOARD AND STOCKHOLDER APPROVAL. The Board of
                      Directors of HTVN and ACTV, as sole stockholder of
                      HTVN, have approved this Agreement and the
                      transactions contemplated hereby.

4.2      REPRESENTATIONS AND WARRANTIES OF LIVEWIRE: Except as set forth herein,
         including the Schedules to this Agreement, Livewire hereby represents
         and warrants to HTVN as of the date of this Agreement as follows:

4.2.1                 ORGANIZATION, STANDING, AND POWER. Livewire is a
                      limited liability company duly organized, validly
                      existing and in good standing under the laws of the
                      State of Delaware and has full power and authority as
                      a limited liability company to conduct its business
                      as currently conducted and to enter into and perform
                      this Agreement and to carry out the transactions
                      contemplated by this Agreement.

4.2.2                 AUTHORITY FOR AGREEMENT.  The execution, delivery,
                      and performance of this Agreement by Livewire have
                      been duly authorized by all necessary company action,
                      and this Agreement constitutes the valid and binding
                      obligation of Livewire enforceable against it in
                      accordance with its terms, except as enforceability
                      may be affected by bankruptcy, insolvency or other
                      laws of general application affecting the enforcement
                      of creditors' rights. The execution and consummation
                      of the transactions contemplated by this Agreement
                      and compliance with its provisions by Livewire will
                      not violate any provision of law and will not
                      conflict with or result in any breach of any of the
                      terms, conditions, or provisions of, or constitute a
                      default under, Livewire's Certificate of Formation or
                      operating agreement or any indenture, lease, loan
                      agreement or other material agreement or instrument
                      to which Livewire is a party or by which it or any of
                      its properties is bound, or any decree, judgment,
                      order, statute, rule or regulation applicable to
                      Livewire.

4.2.3                 GOVERNMENTAL CONSENT. No material consent, approval,
                      order or authorization of, or registration,
                      qualification, designation, declaration or filing
                      with, any governmental authority is required on the
                      part of Livewire in connection with the execution and
                      delivery of this Agreement, or the consummation of
                      the transactions contemplated by this Agreement.

4.2.4                 COMPLIANCE. Livewire is not in violation of its
                      Certificate of Formation or operating agreement, or
                      any material term of any instrument, indenture, loan
                      agreement, other agreement, or any judgment, decree,
                      order, statute, rule or regulation applicable to
                      Livewire. Livewire has complied in all material
                      respects with all laws and regulations applicable to
                      its business, except as otherwise disclosed in
                      Schedule 4.2.4. hereto.


                                        14


<PAGE>


4.2.5                 DOCUMENTATION. Livewire has provided ACTV and HTVN
                      with drafts of the preliminary proxy statement of
                      Todd pursuant to HTVN's due diligence request.

4.2.6                 MEMBER APPROVAL. In its capacity as sole member of
                      Livewire, Liberty Media Corporation has authorized
                      Livewire to enter into this Agreement and the
                      transactions contemplated hereby.

4.3                   SURVIVAL.  Each of the representations and warranties
                      set forth in Sections 4.1 and 4.2 shall survive the
                      execution and delivery of this Agreement,
                      notwithstanding any prior due diligence or other
                      investigation by the Parties hereunder.

                                    ARTICLE 5
                       ADDITIONAL COVENANTS OF THE PARTIES

5.1      ADDITIONAL DVD REVENUE OPPORTUNITIES: In the event that any application
         of the HyperTV Technology for use with DVDs results in incremental
         revenue opportunities not contemplated by this Agreement (i.e. revenue
         opportunities not related to Authoring Services, Hosting Services and
         DVD mastering services for Livewire, or the HyperTV Technology License
         Fee, e-commerce and advertising enabling, and data management services
         for HTVN), the Parties shall negotiate reasonably and in good faith
         with respect to the apportionment of such additional DVD revenue
         opportunities and the associated responsibilities. Notwithstanding the
         foregoing, the Parties acknowledge and agree that HTVN is required to
         obtain approval from Thomas R. Wolzein with respect to applications of
         the HyperTV Technology for use with DVDs pursuant to the Assignment
         Purchase Agreement dated April 7, 1999 by and among Thomas R. Wolzein
         and Media Online Services, Inc.

5.2      PROVISION OF COMPETITIVE SERVICES: HTVN and Livewire acknowledge that
         either HTVN and/or Livewire may from time to time market and provide
         other products and services to third parties generally in the
         interactive TV and convergence field, some of which may be
         complementary to the HyperTV Technology. Livewire will not, however,
         sell any services that infringe upon or violate in any material respect
         any intellectual property rights of HTVN in the HyperTV Technology.

5.3      ADDITIONAL SERVICES TO THE COMPANY: In the event that either Party
         agrees to provide any services to the Company in addition to the
         specific responsibilities provided for herein, such Party shall be
         entitled to fair and equitable compensation therefor, as negotiated by
         the Parties reasonably and in good faith.

5.4      BUSINESS OPPORTUNITIES: Nothing herein shall prevent either HTVN or
         Livewire from taking advantage of any other business opportunities that
         may become available to such Party from time to time during the term of
         this Agreement, or require either such Party to offer any such business
         opportunity to the Company or the other Party.

                                        15


<PAGE>


5.5      CONFIDENTIALITY: Each party hereto shall maintain in strict confidence
         and shall not at any time whether before or after the expiration or
         termination of this Agreement, utilize for any purpose other than as
         permitted hereunder or cause, enable, assist or permit anyone else to
         utilize any of the HyperTV Technology, Improvements and/or related
         information (the "Confidential Information,") which is not generally
         available to the public unless: (i) through no act of such party
         contrary to the obligations imposed hereby, such Confidential
         Information becomes known to the public prior to the date of such Party
         disclosure; (ii) such Confidential Information is approved for public
         release by HTVN; (iii) such Confidential Information is rightfully
         received by such Party from a third party without restrictions and
         without breach of such Party's obligations hereunder; (iv) such
         Confidential Information is independently developed by such Party
         without breach of this Agreement, and such Party can so demonstrate by
         a preponderance of the evidence; or (v) such Confidential Information
         is required to be disclosed by judicial or governmental proceeding.

         Notwithstanding the foregoing, such Party may disclose such
         Confidential Information to its employees who need to know such
         information in order to use and exploit the HyperTV Technology pursuant
         to the terms of this Agreement if it has taken reasonable steps to
         impose the aforesaid covenants of confidentiality on said employees and
         to ensure that said employees will not violate said covenants,
         including but not limited to, causing said employees to enter into
         written agreements in which said covenants of confidentiality are
         effectively imposed upon them. Each Party will copy the Confidential
         Information only to the extent reasonably necessary to enable each
         party to exercise its rights hereunder. In making any such copies, each
         Party agrees to reproduce faithfully all notices respecting copyright,
         trade secrets, and other proprietary rights. Nothing contained herein
         shall prevent each Party from disclosing in general terms the nature of
         its relationship with HTVN.

5.6      PURSUIT OF RIGHTS: In the event a Client is in default of its
         obligations under this Agreement, either Party may pursue its rights
         with respect to such Client independently of the other Party.

5.7      DELIVERY OF BILLS: Whenever HTVN or Livewire shall individually bill
         any Client, each Party shall thereupon provide copies of such bill to
         the other Party.

                                    ARTICLE 6
              DISPOSITION OF THE PARTIES' INTERESTS IN THE COMPANY

Each Party hereby agrees that it will not, at any time during the term of this
Agreement, engage in any sale, assignment or transfer or any other disposition
of any or all of its interest in the Company, including, without limitation, by
means of any pledge, hypothecation, mortgage, lien or encumbrance, without the
consent of the other Party, except that (i) Livewire will have the right to
assign or otherwise transfer its rights in the Company and/or its rights under
this Agreement to any Affiliate of Liberty Media Corporation or any Affiliate of
the entity that survives the pending acquisition of Todd by an Affiliate of
Liberty Media Corporation, and (ii) HTVN will have the right to assign or
otherwise transfer its rights in the Company and/or its rights under this
Agreement to any Affiliate of ACTV or HTVN.


                                        16


<PAGE>


                                    ARTICLE 7
                                 INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party, its parent
and Affiliated companies, successors and assigns, and each of its and their
directors, officers, agents and employees, from and against all liabilities or
losses, including, without limitation, reasonable attorneys' fees, arising out
of any claims, lawsuits or judgments, whether threatened or actual, fixed or
contingent, known or unknown, matured or unmatured, arising out of the breach of
any representation, warranty or covenant by the indemnifying party under this
Agreement. Each Party shall promptly inform the other in writing of any such
claim, demand or suit and shall fully cooperate in the defense thereof.

                                    ARTICLE 8
                             LIMITATION OF LIABILITY

Notwithstanding anything to the contrary contained herein, neither Party shall
under any circumstances be liable to the other for any consequential, indirect
or incidental, special or exemplary damages arising out of any claims, lawsuits
or judgments, whether threatened or actual, fixed or contingent, known or
unknown, arising out of the breach of any representation, warranty or covenant
under this Agreement, including but not limited to lost profits, loss of
business, lost savings, or lost revenue

                                    ARTICLE 9
                                    INSURANCE

During the term of this Agreement, each of the Parties shall maintain, at its
own expense, in full force and effect, with a responsible insurance carrier,
reasonably acceptable to the other Party, such errors and omissions insurance as
is customary for businesses of the type, nature and size of the Parties,
pursuant to which each Party shall designate the other party as a beneficiary.
Either Party shall, from time to time upon the reasonable request of the other
Party, promptly furnish or cause to be furnished to the other Party, a
certificate evidencing the insurance required hereby.

                                   ARTICLE 10
                                NON-SOLICITATION

During the term of this Agreement and for a period of two years thereafter,
without the permission of the other party, neither Party shall solicit or hire
(nor shall either Party cause or permit any of its wholly-owned subsidiaries to
solicit or hire), either as an employee or independent contractor, any employee
of the other Party or of any Affiliate of such other Party or any person who had
been an employee of such other Party or of any Affiliates of such other Party
within six (6) months prior to such solicitation or hiring. The Parties
acknowledge that a violation of this paragraph could cause irreparable harm to
such other Party or to the respective Affiliate of such Party, and accordingly
it is agreed that, in addition to any other remedies available, such other Party
or the respective Affiliate of such other Party shall be entitled to obtain
temporary, preliminary and permanent injunctive relief against any threatened
breach or


                                        17


<PAGE>

any continuation of any breach hereunder, without the necessity of
proving irreparable injury, which injury shall be presumed.

                                   ARTICLE 11
                              TERM AND TERMINATION

11.1     TERM: This Agreement shall be effective as of the date first written
         above and shall automatically terminate, unless terminated earlier
         pursuant to the terms herein, upon the twenty-one (21) year anniversary
         of the execution of this Agreement.

11.2      TERMINATION: This Agreement may be terminated as follows:

11.2.1    By the mutual written consent of HTVN and Livewire;

                       Upon thirty (30) calendar days prior written notice
                       from HTVN to Livewire in the event of: (i) the
                       commencement of any case, proceeding or other action
                       under any jurisdiction relating to bankruptcy,
                       insolvency, reorganization or relief of debtors or
                       seeking to ajudicate Livewire a bankrupt or seeking
                       reorganization, arrangement, composition or other
                       relief with respect to such Party or such Party's
                       debts; or the appointment of a receiver, trustee or
                       custodian for all or a substantial part of Livewire's
                       assets; or (ii) a material breach of this Agreement
                       by Livewire that continues for sixty (60) calendar
                       days without cure, after written notice thereof from
                       HTVN to Livewire specifying such breach;

11.2.2                 Upon thirty (30) calendar days prior written notice
                       from Livewire to HTVN in the event of (i) the
                       commencement of any case, proceeding or other action
                       under any jurisdiction relating to bankruptcy,
                       insolvency, reorganization or relief of debtors or
                       seeking to ajudicate HTVN a bankrupt or seeking
                       reorganization, arrangement, composition or other
                       relief with respect to such party or such Party's
                       debts; or the appointment of a receiver, trustee or
                       custodian for all or a substantial part of HTVN's
                       assets; or (ii) a material breach of this Agreement
                       by HTVN that continues for sixty (60) calendar days
                       without cure, after written notice thereof from
                       Livewire to HTVN specifying such breach; or

11.2.3                 By HTVN, in its sole discretion, in the event that a
                       business combination among Livewire and Todd and Four
                       Media Company has not occurred by July 30, 2000.

11.3     EFFECT OF TERMINATION: Anything contained herein to the contrary
         notwithstanding, a termination of this Agreement shall not result in a
         termination of the use licenses provided to existing Clients hereunder
         or the Company/Livewire License. In such event, Livewire shall continue
         to remit to HTVN the license fees due to HTVN pursuant to the HyperTV
         Technology licenses then in effect, and shall be entitled to grant use
         licenses (on behalf of HTVN) to any new and existing HyperTV Technology
         clients, serviced by Livewire from


                                        18


<PAGE>

         time to time after such termination, upon such terms and conditions
         as the Parties shall in such event determine by reasonable good
         faith negotiation; provided that in no event shall such terms and
         conditions be, in the aggregate, less favorable to Livewire than the
         best terms and conditions provided generally by HTVN, or any person
         on its behalf, to any unaffiliated third party.

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1     LIMITS OF THE PARTIES: With respect to the management of the Company,
         except as expressly provided in this Agreement, neither Party shall
         have any authority to act for, or assume any obligations or
         responsibilities on behalf of, or bind the other Party or the Company.

12.2.    EXPENSES: HTVN, on the one hand, and Livewire, on the other hand, shall
         bear its own costs, including attorneys' fees, incurred in negotiating
         this Agreement and consummating the transactions contemplated hereby.

12.3     TERMINATION OF COVENANTS, REPRESENTATIONS AND WARRANTIES: All
         covenants, representations and warranties contained herein or made in
         connection with the transactions contemplated hereby shall remain in
         effect for the duration of this Agreement.

12.4. NOTICES: All notices, requests, consents and other communications herein
shall be in writing and shall be mailed by first class or certified mail,
postage prepaid, or personally delivered or sent by overnight courier service
which obtains evidence of delivery to the Party and its counsel as follows:

         If to HTVN:                        HyperTV Networks, Inc.
                                            c/o ACTV, Inc.
                                            1270 Avenue of the Americas
                                            Suite 24101
                                            New York, New York 10020
                                            Attention: William C. Samuels

          with copies to:                   Gersten, Savage & Kaplowitz.LLP
                                            101 East 52nd Street, 9th Floor
                                            New York, New York 10022
                                            Attention: Jay M.  Kaplowitz, Esq.

                                            and

                                        19


<PAGE>


                                            Day L. Patterson
                                            SVP/General Counsel
                                            HyperTV Networks, Inc.
                                            c/o ACTV, Inc.
                                            1270 Avenue of the Americas
                                            Suite 24101
                                            New York, New York 10020

        If to Livewire:                     Liberty Livewire LLC
                                            9197 South Peoria Street, Englewood,
                                            Colorado 80112
                                            Attention: David Beddow

        with a copy to:                     Baker & Botts, LLP
                                            599 Lexington Avenue, 29th Floor
                                            New York, New York 10022
                                            Attention:   Marc A. Leaf, Esq.

          or to such other address that the respective Parties may designate by
          means of written notice in compliance with the terms hereof.

12.5.    ENTIRE AGREEMENT; MODIFICATIONS; WAIVER: This Agreement and the
         documents and other agreements specifically referred to herein
         constitute the entire agreement and understanding of the Parties with
         respect to the subject matter hereof and supersede any and all prior
         agreements, understandings, discussions and letters of intent with
         respect thereto. No amendment or modification of this Agreement and no
         waiver of any provision or condition hereof or granting of any consent
         contemplated hereby, shall be valid unless it is in writing, expressly
         refers to this Agreement and states that it is an amendment,
         modification or waiver and signed by all Parties, in the case of an
         amendment or modification, or the Party granting the waiver, in the
         case of a waiver. No waiver by any Party of any term or condition of
         this Agreement, in any one or more instances, shall be deemed or
         construed as a waiver of the same term or condition or any other term
         or condition of this Agreement on any future occasion. Each Party
         acknowledges that it has participated fully in the drafting of this
         Agreement and that in the event of any ambiguity in any of the terms or
         provisions hereof, no such ambiguity shall be construed against either
         Party as the draftsperson thereof.

12.6     SUCCESSORS AND ASSIGNS: All of the terms of this Agreement shall be
         binding upon and inure to the benefit of and be enforceable by the
         respective successor and assigns of the Parties hereto; provided, that
         no Party may assign this Agreement or any of its rights under this
         Agreement without the written consent of the other Party, except as
         provided in Article 6.

12.7     EXECUTION AND COUNTERPARTS: This Agreement may be executed in any
         number of counterparts, each of which when so executed and delivered
         shall be deemed an original, and such counterparts together shall
         constitute one instrument.


                                        20


<PAGE>

12.8     GOVERNING LAW AND SEVERABILITY: This Agreement shall be governed by the
         laws of the State of New York as applied to agreements entered into and
         to be performed in such State. If any provision of this Agreement or
         any application thereof is held to be unenforceable, the remainder of
         the Agreement and any application of such provision shall not be
         affected thereby and to the extent permitted by law, there shall be
         substituted for the provisions held unenforceable, provisions which
         shall, as nearly as possible, have the same economic effect as the
         provisions held unenforceable.

12.9     PUBLICITY: Except for disclosure required by law, the timing and
         content of any announcements and press releases made prior to the
         execution of this Agreement concerning the transactions contemplated by
         this Agreement shall be determined by joint consultation of the
         Parties.

12.10    CAPTIONS: The captions in this Agreement are for convenience only and
         shall not be considered a part of or affect the construction or
         interpretation of any provisions of this Agreement.

12.11    SCHEDULES AND EXHIBITS: All of the schedules and exhibits to this
         Agreement are hereby incorporated in this Agreement and shall be deemed
         and construed to be a part of this Agreement for all purposes.

                                        21


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                                HyperTV Networks, Inc.

                                                By: /s/ WILLIAM C. SAMUELS
                                                   -------------------------
                                                Name:  William C. Samuels
                                                Title:    Chairman

                                                Liberty Livewire, LLC

                                                By:  /S DAVID P. BEDDOW
                                                   -------------------------
                                                Name: David P. Beddow
                                                Title:   Vice President

                                                HyperTV with Livewire, LLC

                                                By:  /s/ BRUCE J. CROWLEY
                                                   -------------------------
                                                Name:  Bruce J. Crowley

                                                By: /s/ WILLIAM W. AIRY
                                                   -------------------------
                                                Name:   William W. Airy

                                        22


<PAGE>

                                 SCHEDULE 4.1.4

                                HTVN - COMPLIANCE


                                        23


<PAGE>



                                 SCHEDULE 4.2.4

                              LIVEWIRE - COMPLIANCE


                                        24


<PAGE>



                                    EXHIBIT A

                            COMPANY/LIVEWIRE LICENSE


                                        25


<PAGE>



                                    EXHIBIT B

                                 HYPERTV PATENTS

U.S.  PATENTS ISSUED:
<TABLE>
<CAPTION>
------------------------- -------------------------- -------------------------------------------------------------------
       PATENT NO.                ISSUE DATE                                        TITLE
------------------------- -------------------------- -------------------------------------------------------------------
<S>                       <C>                       <C>
------------------------- -------------------------- -------------------------------------------------------------------
5778181                   July 7, 1998               Enhanced Video Programming System and Method for Incorporating
                                                     and Displaying Retrieved Integrated Internet Information Segments
------------------------- -------------------------- -------------------------------------------------------------------
5774664                   June 30, 1998              Enhanced Video Programming System and Method for Incorporating
                                                     and Displaying Retrieved Integrated Internet Information Segments
------------------------- -------------------------- -------------------------------------------------------------------
5761606                   June 2, 1998               Media Online Services Access Via Address Embedded in Video or
                                                     Audio Program

------------------------- -------------------------- -------------------------------------------------------------------
6018768                   Jan. 25, 2000              Enhanced Video Programming System and Method for Incorporating
                                                     and Displaying Retrieved Integrated Internet Information Segments
------------------------- -------------------------- -------------------------------------------------------------------
5907322                   May 25, 1999               Television Event Marking System
------------------------- -------------------------- -------------------------------------------------------------------
</TABLE>


U.S.  PENDING APPLICATIONS:

<TABLE>
<CAPTION>
------------------------- -------------------------- -------------------------------------------------------------------
    APPLICATION NO.           APPLICATION DATE                                     TITLE
------------------------- -------------------------- -------------------------------------------------------------------
<S>                       <C>                        <C>
------------------------- -------------------------- -------------------------------------------------------------------
09/396693                 September 15, 1999         Enhanced Video Programming System and Method for Providing a
                                                     Distributed Community Network
------------------------- -------------------------- -------------------------------------------------------------------
------------------------- -------------------------- -------------------------------------------------------------------
Not yet assigned          December 23, 1999          Enhanced Video Programming System and Method for Incorporating
                                                     and Displaying Retrieved Integrated Internet Information Segments
------------------------- -------------------------- -------------------------------------------------------------------
09/054740                 April 3, 1998              Media Online Services Access Via Address Embedded in Video or
                                                     Audio Program
------------------------- -------------------------- -------------------------------------------------------------------
Not yet assigned          December 21, 1999          Media Online Services Access Via Address Embedded in Video or
                                                     Audio Program
------------------------- -------------------------- -------------------------------------------------------------------
</TABLE>

                                        26


<PAGE>

                              EXHIBIT B (CONTINUED)
                                 HYPERTV PATENTS

U.S.  PENDING APPLICATIONS (CONTINUED):
<TABLE>
<CAPTION>
------------------------- -------------------------- -------------------------------------------------------------------
    APPLICATION NO.           APPLICATION DATE                                     TITLE
------------------------- -------------------------- -------------------------------------------------------------------
<S>                       <C>                       <C>
------------------------- -------------------------- -------------------------------------------------------------------
09/397298                 September 15, 1999         Enhanced Video Programming System and Method Utilizing a Web Page
                                                     Staging Area
------------------------- -------------------------- -------------------------------------------------------------------
09/409305                 September 29, 1999         Enhanced Video Programming System and Method Utilizing User
                                                     Profile Information
------------------------- -------------------------- -------------------------------------------------------------------
09/411939                 October 4, 1999            Enhanced Video Programming System and Method Utilizing Shared
                                                     Whiteboard
------------------------- -------------------------- -------------------------------------------------------------------
09/461808                 December 16, 1999          Enhanced Video Programming System and Method Using a Local Host
                                                     for Communication
------------------------- -------------------------- -------------------------------------------------------------------
</TABLE>

                                      27

<PAGE>

                                    EXHIBIT C

           ACTV INDIVIDUALIZED TELEVISION PATENTS AND PENDING PATENTS

ACTV U.S. PATENTS ISSUED:
<TABLE>
<CAPTION>
-------------------- ------------------------ ------------------------------------------------------------------
    PATENT NO.              REG. DATE                                       TITLE
-------------------- ------------------------ ------------------------------------------------------------------
<S>                 <C>                       <C>
------------------------- -------------------------- -------------------------------------------------------------------
5861881              January 19, 1999         Interactive computer system providing an interactive
                                              presentation with personalized video, audio and graphics
                                              responses for multiple viewers
-------------------- ------------------------ ------------------------------------------------------------------
5724091              March 3, 1998            Compressed Digital Data Interactive Program System
-------------------- ------------------------ ------------------------------------------------------------------
5682196              October 28, 1997         Three-Dimensional (3D) Video Presentation System Providing
                                              Interactive 3D Presentation with Personalized Audio Responses
                                              for Multiple Viewers
-------------------- ------------------------ ------------------------------------------------------------------
5632007              May 20, 1997             Interactive System and Method for Offering Expert Based
                                              Interactive Programs
-------------------- ------------------------ ------------------------------------------------------------------
5585858              Dec. 17, 1996            Simulcast of Interactive signals with a Conventional Video Signal
-------------------- ------------------------ ------------------------------------------------------------------
5537141              July 16, 1996            Distance Learning System Providing Individual Television
                                              Participation, Audio Responses and Memory for Every Student
-------------------- ------------------------ ------------------------------------------------------------------
RE 34340 (reissue    August 10, 1993          Closed Circuit Television System Having Seamless Interactive
of 4918516)                                   Television Programming and Expandable User Participation
-------------------- ------------------------ ------------------------------------------------------------------
5068733              Nov. 26, 1991            Multiple Access Television
-------------------- ------------------------ ------------------------------------------------------------------
4847700              July 11, 1989            Interactive Television System for Providing Full Motion Synched
                                              Compatible Audio/Visual Displays from Transmitted Television
                                              Signals
-------------------- ------------------------ ------------------------------------------------------------------
4847699              July 11, 1989            Method for Providing an Interactive Full Motion Synched
                                              Compatible Audio/Visual Television Display
-------------------- ------------------------ ------------------------------------------------------------------
4847698              July 11, 1989            Interactive Television System for Providing Full Motion Synched
                                              Compatible Audio/Visual displays
-------------------- ------------------------ ------------------------------------------------------------------
4602279              July 22, 1986            Method for Providing Targeted Profile Interactive CATV Displays
-------------------- ------------------------ ------------------------------------------------------------------
4573072              Feb. 25, 1986            Method for Expanding Interactive CATV displayable Choices for a
                                              Given Channel Capacity
-------------------- ------------------------ ------------------------------------------------------------------
4507680              March 26, 1985           One-Way Interactive Multisubscriber Communication System
-------------------- ------------------------ ------------------------------------------------------------------

                                      28

<PAGE>

                              EXHIBIT C (CONTINUED)

                            ACTV INDIVIDUALIZED TELEVISION PATENTS AND PENDING PATENTS

-------------------- ------------------------ ------------------------------------------------------------------
4264925              April 28, 1981           Interactive Cable Television System
-------------------- ------------------------ ------------------------------------------------------------------
4264924              April 28, 1981           Dedicated Channel Interactive Cable Television System
-------------------- ------------------------ ------------------------------------------------------------------
</TABLE>


ACTV U.S. PENDING APPLICATIONS:

<TABLE>
<CAPTION>
-------------------- ----------------------- ------------------------------------------------------------------------
     APPL. NO.             APPL. DATE                                         TITLE
-------------------- ----------------------- ------------------------------------------------------------------------
<S>                  <C>                     <C>
-------------------- ----------------------- ------------------------------------------------------------------------
08/887314            July 3, 1997            Compressed Digital-Data Interactive Television System with Digital
                                             Delay
-------------------- ----------------------- ------------------------------------------------------------------------
09/154069            Sept. 16, 1998          Compressed Digital-Data Interactive Television System with Digital
                                             Delay
-------------------- ----------------------- ------------------------------------------------------------------------
08/815168            March 11, 1997          Digital Interactive System for Providing Full Interactivity with Live
                                             Programming Events
-------------------- ----------------------- ------------------------------------------------------------------------
09/335372            June 17, 1999           Compressed Digital Seamless Video
-------------------- ----------------------- ------------------------------------------------------------------------
09/429851            October 28, 1999        Compressed Digital Data Interactive Program System
-------------------- ----------------------- ------------------------------------------------------------------------
09/429850            October 28, 1999        Compressed Digital Data Interactive Program System
-------------------- ----------------------- ------------------------------------------------------------------------
09/429852            October 28, 1999        Compressed Digital Data Interactive Program System
-------------------- ----------------------- ------------------------------------------------------------------------
</TABLE>

                                      29

<PAGE>

                                    EXHIBIT D
                          REGISTRATION RIGHTS AGREEMENT

                                      30

<PAGE>

                                    EXHIBIT E

                                     WARRANT

                                      31