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                                   ASSIGNMENT

     WHEREAS,  I, Richard H. Bennett  (Assignor) of Route 3 Rutledge Lake Road.,
Greenville,   South  Carolina  29611  have  invented   certain  new  and  useful
improvements  in  a  MULTIPLE  ACCESS  TELEVISION,  for  which   Letters  Patent
5,068,733  of the  United  States  has been  granted,  of which I own the entire
right, title, and interest; and

     WHEREAS,  ACTV, Inc. (Assignee), a corporation organized and existing under
the laws of the State of Delaware,  and having a business address at 1270 Avenue
of the Americas,  Suite 2401,  Rockefeller  Center, New York, New York 10020, is
desirous  of  acquiring  the entire  right,  title and  interest  in and to said
Letters Patent;

     NOW, THEREFORE,  for and in Consideration of One Dollar ($1.00), other good
and valuable consideration to me in hand paid by said ACTV, Inc., the receipt of
which is hereby acknowledged, I hereby sell, assign and transfer unto said ACTV,
Inc., its successors and assigns,  my entire right, title and interest in and to
said Letters Patent, including all of my entire rights to all Patents which have
issued  or may issue  which are  continuations or  continuations-in-part of said
Letters Patent or the applications of which it is derived,  and including all of
my entire rights under International Conventions.

     Upon Said  Consideration,  I do  hereby  covenant  and agree  with the said
Assignee,  its successors and assigns, that I will not execute any writing or do
any act whatsoever  conflicting with these presents, and that I, or my executors
or administrators will at any time upon request,  without further consideration,
but at the expense of said  Assignee,  its  successors or assigns,  execute such
additional writings and do such additional acts as said Assignee, its successors
or assigns,  may deem necessary or desirable to perfect the Assignee's enjoyment
of this grant,  and render all  necessary  assistance  in  enforcing  any rights
occurring  as a result  of such  Letters  Patent,  by  giving  testimony  in any
proceedings or transactions involving such Letters Patent.

     IN WITNESS  WHEREOF,  I, Richard H. Bennett, have signed and delivered this
Assignment on the date set forth below.

         Date:  9-29-95                                RICHARD H. BENNETT
                                                       Richard H. Bennett
                                                       (Assignor)
         STATE OF SOUTH CAROLINA    )
                                    ) ss.
         COUNTY OF GREENVILLE       )

     On this 29th day of September,  1995, before me a Notary Public, personally
appeared  Richard H.  Bennett,  known to me to be the person  who  executed  the
foregoing  Assignment and acknowledged that he executed the same as his free act
and deed.


TAMMI L. CHAFIN
- ---------------------                                 SEAL
Notary Public

                                              MY COMMISSION EXPIRES
                                                JANUARY 25, 2005


