STANDSTILL AND REGISTRATION AGREEMENT

     THIS  STANDSTILL  AND REGISTRATION AGREEMENT (this "Agreement") is made and
entered  into  as  of January 9, 2004, by and between INTERACTIVE GROUP, INC., a
Delaware  corporation  (the  "Company"),  and  TPR  GROUP,  INC.,  a  Delaware
corporation and principal stockholder of the Company ("Stockholder").

     A.   The  Company has entered into that certain Stock Purchase and Exchange
Agreement   dated  December  10, 2003 (the "Exchange Agreement"), by and between
the  Company  and  Arrowhead  Research  Corporation,  a  California  corporation
("Arrowhead  Research"), which provides, among other things, for the acquisition
by  the  Company  of  all of the outstanding securities of Arrowhead Research in
exchange  for  the  issuance  by the Company of a control block of the Company's
Common  Stock.  If  the  transactions contemplated by the Exchange Agreement are
consummated,  the  former  shareholders  of  Arrowhead  Research  would  own
approximately  88.9%  of  the  shares  of  the  Company's  Common  Stock  then
outstanding, and the current stockholders of the Company, including Stockholder,
would retain approximately 11.1% of its then outstanding shares of Common Stock.

     B.   Arrowhead  Research  was  incorporated  under the laws of the State of
California  on  May 7, 2003, issuing to the founders thereof 3,000,000 shares of
common  stock  and warrants to purchase an additional 3,000,000 shares of common
stock  at  the  price  of  $1.50 per share.  In October 2003, Arrowhead Research
completed  a  private  placement  in  which it issued and sold, for an aggregate
purchase price of $2,645,000, Units each consisting of one share of common stock
and  a  warrant to purchase an additional share of common stock for the price of
$1.50.  Accordingly, a total of 5,645,000 shares of common stock and warrants to
purchase  a  total  of 5,645,000 shares of common stock, at $1.50 per share, are
currently  outstanding.  Since  its  incorporation in May 2003, the business and
activities  of  Arrowhead  Research have been limited to organizational matters,
preparation  and  completion of the private placement, and the development of an
initial  plan  of proposed operations.  Pursuant to its initial plan of proposed
operations, Arrowhead Research has entered into arrangements with the California
Institute  of Technology, Pasadena, California ("CalTech"), and three individual
professors  on the faculty of CalTech, with respect to the financing of research
projects  in  various  aspects  of  nano  technology  development.

     C.   As  the  holder  of  a  large number of shares of the Company's Common
Stock  currently  outstanding  and  to  be  issued  in  connection  with certain
transactions  contemplated  by  the  Exchange  Agreement  (collectively,  the
"Shares"),  Stockholder  will  own  a  significant  portion of the shares of the
Company's Common Stock to be retained by the current stockholders of the Company
immediately  following  the  Closing  under the Exchange Agreement.  Among other
conditions  to  the  Closing  thereunder,  the Exchange Agreement specifies that
Shareholder must have executed and delivered this Agreement, effective as of the
Closing,  pursuant to which Shareholder will agree to limit the number of shares
of  Common  Stock  which  Stockholder  will  publicly sell or otherwise publicly
dispose of following the Closing Date (as defined in the Exchange Agreement), in
consideration of the grant to each by the Company of certain rights with respect
to  the  registration  by  the  Company of Shares held by Shareholder for resale
under the Securities Act of 1933, as amended (the "Securities Act").


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     D.   In  consideration  of  the execution and delivery of this Agreement by
Stockholder,  certain  current  shareholders  of Arrowhead, or other one or more
other  designees  of  Arrowhead,  have  agreed  to  purchase  from  Stockholder,
effective  as  of  the  date  of  the  Closing  under the Exchange Agreement, an
aggregate  of  100,000  of  the  shares  of  the Company's Common Stock owned by
Stockholder immediately following such Closing, at the price of $1.00 per share.

     E.   The Company and Stockholder deem it necessary and advisable and in the
best  interests  of each and of the other current stockholders of the Company to
enter  into  this  Agreement,  as  a  material  inducement  and consideration to
Arrowhead  to  enter  into  and  perform  its  obligations  under  the  Exchange
Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements  of  the parties contained herein, the parties hereto
agree  as  follows:

     1.   During  the  period  commencing  on  the date of the Closing under the
Exchange  Agreement and ending one full year thereafter (the "One-Year Period"),
Stockholder  hereby  agrees  that, except as provided in Recital D above or with
the  prior  written  consent  of  the  Company:

          (i)  For  the  first  90 days of the One-Year Period, Stockholder will
not  publicly sell or otherwise publicly dispose of, directly or indirectly, any
of  the  Shares  owned  by  Stockholder,  beneficially  or  of  record;  and

          (ii) During the remainder of the One-Year Period, Stockholder will not
publicly  sell  or otherwise publicly dispose of, directly or indirectly, any of
the  Shares owned by Stockholder, beneficially or of record, in excess of 25,000
Shares  in  any  given  ninety day (90-day) period, whether pursuant to Rule 144
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act, the Registration Statement specified in Paragraph 3 below,
or  otherwise  (the  "Registration  Statement").

          (iii) Notwithstanding  anything  to  the contrary in subparagraph (ii)
immediately  above,  in  the  event that the Registration Statement has not been
filed by the Company with the Commission by the date specified in paragraph 1(a)
of the Registration Rights Agreement referred to in Paragraph 3(a) hereof, or if
the  Registration Statement has not become effective under the Securities Act by
the date specified in paragraph 1(c) of the Registration Rights Agreement, then,
in  either  such  event,  the  limitation  of  the  number of Shares that can be
publicly  sold  by Stockholder during any 90-day period for the remainder of the
One-Year  Period  shall  increase  from  25,000  to  50,000  shares.

     2.   In  addition,  Stockholder  agrees  that  Stockholder will not sell or
otherwise  dispose of any Shares owned by him, beneficially or of record, in any
private  transaction  unless the proposed transferee has provided to the Company
an  agreement,  in  form  and  substance reasonably satisfactory to the Company,
pursuant  to  which  such  transferee  agrees  to be bound by the same terms and
conditions  on subsequent sale or other disposition of the Shares to be acquired
as are applicable to the Stockholder under Paragraph 2 above.


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     3.   The  Company  hereby grants to Stockholder certain rights with respect
to  the  registration  of  the Shares for resale under the Securities Act on the
following terms and subject to the following conditions:

          (a)  As  a  further  condition to the Closing thereunder, the Exchange
Agreement  provides  that  the  Company shall execute and deliver a Registration
Rights  Agreement (in the form attached as Exhibit __ to the Exchange Agreement)
pursuant  to  which  the  Company  shall  agree  to  prepare  and  file with the
Commission, within  60 days following the date of the Closing under the Exchange
Agreement,  a  registration  statement for the purpose of registering for resale
under  the  Securities  Act  shares  of  the Company's Common Stock and warrants
issued  in  connection  with  the  transactions  contemplated  by  the  Exchange
Agreement.  Each  Shareholder  shall  be  a  party  to  the  Registration Rights
Agreement,  and  shall therefore be entitled to include among the shares covered
by  the registration statement filed by the Company pursuant to the Registration
Rights  Agreement  such portion of the Shares as shall be specified in a written
request  given  to the Company by one or more of the Shareholders within 30 days
after  the  date  of  the  Closing  under  the  Exchange  Agreement.

          (b)  The  Company  shall  bear  all  costs and expenses relating to or
incurred  by it in connection with any registration ("Registration Expenses") in
which Stockholder participates pursuant hereto, including without limitation all
registration  and  filing  fees,  printing  expense,  fees  and disbursements of
counsel  and  independent  accountants  for  the  Company  and fees and expenses
incident  to  compliance  with  state  securities  or  "blue  sky"  laws,  but
specifically  excluding  any  fees  and disbursements of counsel, accountants or
other  professionals  engaged  by Stockholder.  Stockholder shall be responsible
for  and  bear any underwriters' discounts and commissions properly allocable to
the  Shares  included  in a registration statement at the request of Stockholder
hereunder.  Notwithstanding  the  foregoing, if the registration statement to be
used in connection with any such registration is to include financial statements
as  of  a date or period ending other than as of the end of a fiscal year of the
Company,  and  such  financial  statements  are audited either at the request of
Stockholder,  Stockholder  shall  bear  and  pay such portion of the fees of the
Company's  accountants  that  would not have been incurred if such audit request
had  not  been  made.

          (c)  (i)  The  Company  shall indemnify and hold Stockholder harmless,
to  the  extent  permitted by law, against any actions, losses, claims, damages,
liabilities  and  expenses  (including  legal fees and other expenses reasonably
incurred  in the investigation and defense thereof) resulting from any untrue or
alleged  untrue statement of a material fact or any omission or alleged omission
of  a material fact in any registration statement, prospectus, offering circular
or  other  document  filed in connection with any such registration, and against
any  violation  by  the Company of the Securities Act or any state securities or
"blue  sky"  law, or any rule or regulation under any of them, applicable to the
Company  is connection with such registration, unless and to the extent that any
such  actions,  claims, losses, damages, liabilities or expenses arise out of or
are  based  upon  any  of  the  written information specifically provided by the
Shareholder  for  use  in  such  registration  statement,  prospectus,  offering
circular or other document pursuant to subparagraph (ii) immediately below.


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               (ii) Stockholder shall furnish to the Company such information in
writing  regarding  Stockholder as the Company reasonably requests for inclusion
in the registration statement, prospectus, offering circular and other documents
filed in connection therewith, and shall state that such information is provided
specifically  for  use  in  the  registration  statement,  prospectus,  offering
circular  or  other documents.  Stockholder shall also furnish to the Company an
undertaking satisfactory to the Company and each underwriter of the offering, if
any,  agreeing  to  indemnify and hold harmless, to the extent permitted by law,
the Company, and its directors and officers, and each such underwriter, and each
person  who controls the Company or each such underwriter (within the meaning of
the  Securities Act), against any actions, losses, claims, damages, liabilities,
and  expenses  (including  legal  and  other expenses reasonably incurred in the
investigation  and  defense thereof) resulting from any untrue or alleged untrue
statement  of  a material fact or any omission or alleged omission of a material
fact  required to be stated in any such documents or any supplement or amendment
thereto,  and  against any violation by the Company of the Securities Act or any
state securities or "blue sky" law, or any rule or regulation under any of them,
applicable  to the Company is connection with such registration, or necessary to
make  the  statements  therein  not misleading, but only to the extent that such
untrue  statement  or omission is made in reliance on and in conformity with the
written information furnished to the Company by Stockholder specifically for use
in  any  such  documents.

          4.   (a)  Each  of  the  parties hereto shall execute and deliver such
other  and  further  documents  and instruments, and take such other and further
actions,  as  may  be  reasonably  requested  of them for the implementation and
consummation of this Agreement and the transactions herein contemplated.

               (b)  This  Agreement  shall  be  binding  upon  and  inure to the
benefit  of  the  parties  hereto,  and  the  heirs,  personal  representatives,
successors  and  assigns  of  all of them, but shall not confer, expressly or by
implication, any rights or remedies upon any other party.

               (c)  This  Agreement  is  made  and  shall  be  governed  in  all
respects,  including  validity,  interpretation  and  effect, by the laws of the
State  of  California.  Should any provision of this Agreement be rendered void,
invalid  or  unenforceable  by  any  court  for  any  reason, such invalidity or
unenforceability  shall  not  void  or render invalid or unenforceable any other
provisions  of  this  Agreement.

               (d)  All  notices,  requests  or demands and other communications
hereunder  must  be  in  writing  and  shall be deemed to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:

        If to the Company, to:                  InterActive Group, Inc.
                                                6359 Paseo del Lago
                                                Carlsbad, California  92009
                                                Attn: William J. Hanson


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        If to Stockholder, to:                  TPR Group, Inc.
                                                6359 Paseo del Lago
                                                Carlsbad, California  92009
                                                Attn: William J. Hanson

Any  party  hereto  may change  its address by written notice to the other party
given  in  accordance  with  this  subparagraph  4(d).

               (e)  This  Agreement,  together  with the Exchange Agreement, the
Registration  Rights Agreement, and the other exhibits attached thereto, contain
the  entire  agreement  between  the parties and supersede all prior agreements,
understandings  and  writings  between  the  parties with respect to the subject
matter  hereof  and  thereof.  Each  party  hereto  acknowledges  that  no
representations,  inducements,  promises  or agreements, oral or otherwise, have
been  made by any party, or anyone acting with authority on behalf of any party,
which  are  not  embodied  herein  or  in  an  exhibit hereto, and that no other
agreement, statement or promise may be relied upon or shall be valid or binding.
Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated  orally.  This  Agreement  may  be  amended or any term hereof may be
changed,  waived,  discharged or terminated by an agreement in writing signed by
all  parties  hereto.

               (f)  The  captions  and  headings used herein are for convenience
only  and  shall  not  be  construed  as  a  part  of  this  Agreement.

               (g)  In  the  event of any litigation between the parties hereto,
the  non-prevailing  party(s)  shall  pay the reasonable expenses, including the
attorneys'  fees,  of  the  prevailing  party(s)  in  connection  therewith.

               (h)  This  Agreement  may  be  executed  in counterparts, each of
which  shall  be  deemed  an  original  but  all  of  which taken together shall
constitute  but  one  and  the  same  document.

     IN  WITNESS  WHEREOF,  the  parties hereto have duly executed and delivered
this  Agreement  as  of  the  day  and  year  first  above  written.

        INTERACTIVE GROUP, INC.                       TPR GROUP, INC.


By:                                        By:
     -------------------------------            --------------------------------
                         , President                                 , President
     --------------------                       ---------------------

              The "Company"                           "Stockholder"


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