
<PAGE>
                                   OPTION AGREEMENT

     OPTION  AGREEMENT dated  September 29, 1995 between ACTV,  Inc., a Delaware
corporation (the 'Corporation') and Richard H. Bennett ('Bennett').


     The Corporation desires to grant to Bennett the right and option to acquire
up to 20,000 shares (the 'Option  Shares') of Common Stock (the 'Common Stock'),
of the Corporation,  on the terms and subject to the conditions  hereinafter set
forth.


     NOW, THEREFORE, in consideration of the assignment of Bennett's U.S. Patent
No. 5,068,733,  the receipt of which is hereby acknowledged,  the parties hereby
agree as follows:


     SECTION 1. Option to Purchase Common Stock.

     a. The  Corporation  hereby  grants to Bennett an option (the  'Option') to
acquire from the  Corporation  20,000 Option  Shares,  in  consideration  of the
assignment to ACTV,  Inc. of Bennett's  U.S.  Patent No.  5,068,733 (the 'Option
Price').  Bennett's  right and  option to acquire  the Option Shares  shall vest
10,000 October 1, 1995, 5,000 Option Shares on October 1, 1996, and 5,000 Option
Shares on  October  1, 1997 at.  Said right  shall be  cumulative  so that as of
October 1, 1997,  Optionee  shall have the fully vested right to receive  20,000
Option Shares. With respect to the Option, the 'Option Period' shall commence on
the date hereof and shall terminate October 1, 1999.


     b. The vested  Options  may be  exercised  by Bennett  by  delivery  to the
Corporation,  at any time,  of a written  notice (the  'Option  Notice'),  which
Option Notice shall state Bennett's intention to exercise the Options,  the date
on which  Bennett  proposes to receive the vested  Option  Shares (the  'Closing
Date') and the number of vested  Option  Shares to be  received  on the  Closing
Date, which Closing Date shall be no later than 30 days nor earlier than 10 days
following the date of the Option Notice.

     c. The  delivery of Option  Shares  acquired  pursuant to the terms of this
Option  Agreement  shall  be made on the  Closing  Date  at the  offices  of the
Corporation.  Delivery  of the  Stock  certificate  registered  in the  name  of
Bennett, evidencing the vested Option Shares being acquired on the Closing Date,
shall be made by the Corporation to Bennett on the Closing Date.

<PAGE>

     SECTION 2.  Representations  and  Warranties of The Holder.  Bennett hereby
represents and warrants to the  Corporation  that in the event Bennett  acquires
any unregistered  Option Shares, such Option Shares will be acquired for his own
account, for investment and not with a view to the distribution thereof. Bennett
understands that except as set forth in Section 6 hereof, the Option Shares will
not be registered  under the Securities Act of 1933, as amended (the 'Securities
Act'), by reason of their issuance in a transaction exempt from the registration
requirements  of the  Securities  Act pursuant to Section 4 (2) thereof and that
they  must be held  indefinitely  unless a  subsequent  disposition  thereof  is
registered   under  the  Securities  Act  or  the  transaction  is  exempt  from
registration.

     SECTION 3.  Reorganization; Mergers; Sales; Etc. If, at any time during the
Option Period,  there shall be any capital  reorganization,  reclassification of
Common  Stock  (other  than a change  in par  value or from par value to no  par
value or from no par value to par value or as a result  of a stock  dividend  or
subdivision,  split-up or combination of shares), the consolidation or merger of
the  Corporation  with  or into  another  corporation  or of the  sale of all or
substantially all the properties and assets of the Corporation as an entirety to
any other  corporation or person,  the  unexercised  and fully vested portion of
this Option shall, after such reorganization,  reclassification,  consolidation,
merger or sale,  be  exercisable  for the kind and  number of shares of stock or
other securities or property of the Corporation or of the corporation  resulting
from such consolidation or surviving such merger or to which such properties and
assets shall have been sold to which Bennett would have been entitled if Bennett
had held shares of Common Stock  issuable upon the exercise  hereof  immediately
prior to such reorganization,  reclassification,  consolidation, merger or sale.
The  provisions  of  this  Section  3  shall   similarly   apply  to  successive
reorganization, reclassifications, consolidations, mergers and sales.

     SECTION 4. Adjustment of Option Shares and Option Price.

     a. The number of Option  Shares  subject to this  Option  during the Option
Period shall be  cumulative  as to all prior dates of  calculation  and shall be
adjusted for any stock dividend, subdivision,  split-up or combination of Common
Stock.


     b. The Option  Price  shall be subject to  adjustment  from time to time as
follows:

          (1) If, at any time during the Option Period,  the number of shares of
Common Stock outstanding is increased by a stock


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<PAGE>

dividend  payable in shares of Common Stock or by a  subdivision  or split-up of
shares of Common Stock,  then,  immediately  following the record date fixed for
the  determination of holders of shares of Common Stock entitled to receive such
stock dividend, subdivision or split-up, the Option Price shall be appropriately
decreased  so that the  number  of  shares of  Common  Stock  issuable  upon the
exercise hereof shall be increased in proportion to such increase in outstanding
shares.


          (2) If, at any time during the Option Period,  the number of shares of
Common Stock outstanding is decreased by a combination of outstanding  shares of
Common Stock, then,  immediately following the record date for such combination,
the Option Price shall be  appropriately  increased so that the number of shares
of  Common  Stock  issuable  upon the  exercise  hereof  shall be  decreased  in
proportion to such decrease in outstanding shares.

     SECTION 5. Death of the Optionee.


     Death of the  Optionee.  In the event that  Bennett  shall die prior to his
complete exercise of the Option, the Option may be exercised in whole or in part
only:  (i) by  Bennett's  estate or on behalf of such  person or persons to whom
Bennett's rights pass under his Will or by the laws of descent and distribution,
(ii) to the extent that  Bennett was entitled to exercise the Option at the date
of his death, and (iii) prior to the expiration of the term of the Option.


     SECTION 6. Piggyback Registration.

     a. The 10,000 Option  Shares  vesting  October 1, 1995 will be  immediately
registered upon the receipt of written notice prior to January 1, 1996.

     b. If, at any time commencing January 1, 1996 and expiring October 1, 2001,
the Corporation  proposes to register any of its securities under the Securities
Act (other  than in  connection  with a merger or  pursuant to Form S-8 or other
comparable Form) it will give written notice by registered mail, at least thirty
(30) days prior to the filing of such registration  statement, to Bennett of its
intention  to do so. If Bennett  notifies the  Corporation  within ten (10) days
after  receipt of any such  notice of his desire to  include  any vested  Option
Shares, owned by him in such proposed  registration  statement,  the Corporation
shall afford Bennett the opportunity to have any of his Option Shares registered
under such  registration  statement,  the Corporation  shall afford  Bennett the
opportunity to have any of his Option Shares  registered under such registration
statement;  provided that (i) such inclusion does not pose any significant legal
problem  and  (ii)  if such  registration  statement  is  filed  pursuant  to an
underwritten public


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<PAGE>
offering, the underwriter approves such inclusion.

     c.  Notwithstanding the provisions of this Section 6, the Corporation shall
have the right at any time after it shall have given written notice  pursuant to
this Section 6  (irrespective  of whether a written request for inclusion of any
Option  Shares  shall  have been  made) to elect  not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.


     d.  Bennett  will  cooperate  with  the  Corporation  in  all  respects  in
connection  with this  Agreement,  including,  timely  supplying all information
reasonably  requested  by  the  Corporation  and  executing  and  returning  all
documents  reasonably  requested in connection with the registration and sale of
the  Option  Shares.  In  addition,  Bennett  will  comply  with all  applicable
provisions of state and federal  securities laws,  including rule 10b-6 and will
not, during the course of a distribution,  purchase any of the securities  being
distributed.


     e. All expenses  incurred in any  registration  of the Option  Shares under
this Agreement shall be paid by the Corporation,  including, without limitation,
printing  expenses,  fees and  disbursements  of  counsel  for the  Corporation,
expenses  of any audits to which the  Corporation  shall agree or which shall be
necessary to comply with  governmental  requirements in connection with any such
registration,  all  registration  and filing  fees for the Option  Shares  under
federal and state securities laws, and expenses of complying with the securities
or blue sky laws of any jurisdictions;  provided, however, the Corporation shall
not be liable for (a) any discounts or commissions to any  underwriter;  (b) any
stock transfer taxes incurred with respect to Option Shares sold in the offering
or (c) the  fees  and  expenses  of  counsel  for  Bennett,  provided  that  the
Corporation  will pay,  the costs and  expenses of  Bennett's  counsel  when the
Corporation's counsel is representing all selling security holders.


     SECTION 7.  Transfer  of Option;  Successors  And  Assigns. This  Agreement
(including the Option) and all rights hereunder shall not be transferable at any
time without the prior written  consent of the  Corporation.  This Agreement and
all the rights  hereunder  shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and transferees.


     SECTION 8. Notices.  All notices or other communications which are required
or  permitted  hereunder  shall  be  in  writing  and  sufficient  if  delivered
personally or sent by  registered or certified  mail,  postage  prepaid,  return
receipt requested, addressed as follows:


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<PAGE>

     If the Corporation, to:

          ACTV, Inc.
          1270 Avenue of the Americas, Suite 2401
          New York, New York 10020
          Attention: William C. Samuels, Chief Executive Officer


     With a copy to:

          Jay M. Kaplowitz, Esquire
          Gersten, Savage, Kaplowitz & Curtin
          575 Lexington Avenue
          New York, New York 10022

     If to Bennett, to:

          Richard H. Bennett
          Hardaway Law Firm, P.A.
          1000 East North Street
          Greenville, SC 29601
          Attention: John B. Hardaway, III, P.A.


or to such  other  address  as the party to whom  notice is to be given may have
furnished  to the other party in writing in  accordance  herewith.  If mailed as
aforesaid,  any such  communication  shall be deemed  to have been  given on the
third business day following the day on which the piece of mail  containing such
communication is posted.


     SECTION  9.  Governing  Law.  This  Agreement  shall be  governed  by,  and
construed in accordance with the laws of the State of New York.


     SECTION 10. Entire Agreement.  This Agreement contains the entire agreement
between the parties hereto with respect to the transactions  contemplated herein
and  supersedes  all  previously  written  or  oral  negotiations,  commitments,
representations and agreement.


     SECTION 11. Amendments and Modifications. This Agreement,  or any provision
hereof,  may not be  amended,  changed or  modified  without  the prior  written
consent of each of the parties hereto.


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<PAGE>

          IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Option
Agreement to be executed and delivered as of the date first above written.


                                       ACTV, Inc.


By:  RICHARD H. BENNETT                By:  WILLIAM C. SAMUELS
   --------------------------             ----------------------------

   Richard H. Bennett                      William C. Samuels
                                           Chief Executive Officer




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