<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-038250
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20021010
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTV INC /DE/
<CIK>0000854152
<ASSIGNED-SIC>3663
<IRS-NUMBER>942907258
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-41394
<FILM-NUMBER>02786582
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1270 AVE OF THE AMERICAS
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
<PHONE>2122622571
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>12270 AVE OF THE AMERICAS #2401
<STREET2>12270 AVE OF THE AMERICAS #2401
<CITY>NEW YORK
<STATE>NY
<ZIP>10020
</MAIL-ADDRESS>
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<COMPANY-DATA>
<CONFORMED-NAME>LIBERTY MEDIA CORP /DE/
<CIK>0001082114
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<IRS-NUMBER>841288730
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>9197 SOUTH PEORIA STREET
<CITY>ENGLEWOOD
<STATE>CO
<ZIP>80112
<PHONE>7208755400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>9197 SOUTH PEORIA STREET
<CITY>ENGLEWOOD
<STATE>CO
<ZIP>80112
</MAIL-ADDRESS>
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<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a2091078zsc13da.txt
<DESCRIPTION>SC 13D/A
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 4)

                                   ACTV, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.10 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   00 88E 10 4
      ----------------------------------------------------------------
                                 (CUSIP Number)


                             Elizabeth M. Markowski
                              Senior Vice President
                            Liberty Media Corporation
                             12300 Liberty Boulevard
                            Englewood, Colorado 80112
                                 (720) 875-5400
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                               September 26, 2002
--------------------------------------------------------------------------------
             (Date of Event which Require Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
         to report the acquisition that is the subject of this Schedule 13D, and
         is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
         check the following box / /


         NOTE. Schedules filed in paper format shall include a signed original
         and five copies of the schedule, including all exhibits. See Rule
         13d-7(b) for other parties to whom copies are to be sent.


         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject class
         of securities, and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.


         The information required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         Exchange Act of 1934, (the "Act") or otherwise subject to the
         liabilities of that section of the Act but shall be subject to all
         other provisions of the Act (however, see the Notes).

                         (Continued on following pages)

                              (Page 1 of 11 pages)



<PAGE>




CUSIP NO. G675431
================================================================================
              NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     1
              Liberty Media Corporation
              84-1288730
--------------------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

              (a)      / /
              (b)     /X/*
--------------------------------------------------------------------------------
     3        SEC USE ONLY
--------------------------------------------------------------------------------
     4        SOURCE OF FUNDS 00
--------------------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
              TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION
              Delaware
--------------------------------------------------------------------------------
                       7      SOLE VOTING POWER                       8,805,000*
    NUMBER OF     --------------------------------------------------------------
     SHARES            8      SHARED VOTING POWER                             0*
  BENEFICIALLY    --------------------------------------------------------------
 OWNED BY EACH         9      SOLE DISPOSITIVE POWER                  8,805,000*
   REPORTING      --------------------------------------------------------------
    PERSON            10     SHARED DISPOSITIVE POWER                         0*
--------------------------------------------------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                      8,805,000*
--------------------------------------------------------------------------------
     12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
              CERTAIN SHARES                                                /X/*
--------------------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          15.8%*
--------------------------------------------------------------------------------
     14       TYPE OF REPORTING PERSON                                        CO
--------------------------------------------------------------------------------

* Item 4 of this Statement on Schedule 13D describes certain provisions of a
Voting Agreement, dated as of September 26, 2002 (the "Voting Agreement"), among
OpenTV Corp., David Reese, William Samuels and Bruce Crowley (the
"Stockholders"). As a result of the execution and delivery of the Voting
Agreement, the Reporting Person may be deemed to be the beneficial owner of
shares of Common Stock held by the Stockholders. The Stockholders currently hold
2,397,694 shares of Common Stock. The Reporting Person disclaims beneficial
ownership of shares of Common Stock held by the Stockholders, and the share
numbers and percentages appearing on this table do not reflect beneficial
ownership by the Reporting Person of such shares.



                              (Page 2 of 11 pages)

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                                (AMENDMENT NO. 4)

                                  STATEMENT OF

                            LIBERTY MEDIA CORPORATION

        PURSUANT TO SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                  IN RESPECT OF

                                   ACTV, INC.


         The Schedule 13D with respect to shares of common stock, par value $.10
per share ("Common Stock"), of ACTV, Inc., a Delaware corporation ("ACTV" or the
"Issuer"), filed on March 29, 1999, as heretofore amended by Amendment No. 1
filed on October 28, 1999, Amendment No. 2 filed on July 13, 2000 and Amendment
No. 3 filed on May 29, 2002 (collectively, the "Original Statement"), is hereby
further amended as follows (capitalized terms not otherwise defined herein have
the meanings assigned thereto in the Original Statement):

ITEM 2.       IDENTITY AND BACKGROUND.

         The penultimate and final paragraphs of Item 2 of the Original
Statement are hereby amended and restated to read in their entirety as follows:

         Liberty's principal business address is 12300 Liberty Boulevard,
Englewood, Colorado 80112. Schedule 1 attached to this Statement amends and
restates Schedule 1 as filed with the Original Statement and contains the
following information concerning each director, executive officer and
controlling person of the Reporting Person: (i) name and residence or business
address, (ii) principal occupation or employment and (iii) the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Schedule 1 is incorporated herein by reference.

         Each person listed on Schedule 1 (collectively, the "Schedule 1
Persons") is a United States citizen, except for (a) David J.A. Flowers, who is
a citizen of Canada and (b) David E. Rapley, who is a citizen of the United
States, Canada and the United Kingdom. During the last five years, neither the
Reporting Person nor any of the Schedule 1 Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor any of the Schedule
1 Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, is or was
subject to a judgment, decree or final order enjoining future violations


                              (Page 3 of 11 pages)

<PAGE>

of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.


ITEM 3.       SOURCE AND AMOUNT OF FUNDS.

         Item 3 of the Original Statement is hereby amended and supplemented to
include the following information:

         The information set forth in Item 4 of this Statement is incorporated
by reference herein.

ITEM 4.           PURPOSE OF TRANSACTION.

         Item 4 of the Original Statement is hereby amended and supplemented to
include the following information:

         Subsequent to the execution of the Letter Agreement, representatives of
the Reporting Person and of Liberty Broadband Interactive Television, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Reporting Person,
commenced a due diligence investigation of ACTV's business and assets as well as
negotiations with ACTV of definitive documentation for the Proposed Transaction.
The Letter Agreement was subsequently amended on July 8, 2002, August 14, 2002
and September 12, 2002. During the course of its investigation, the Reporting
Person determined that the business and assets of ACTV could be compatible with
the business and assets of OpenTV Corp., a British Virgin Islands corporation in
which the Reporting Person acquired a controlling interest on August 27, 2002
("OpenTV"), and that it might be desirable for OpenTV, rather than the Reporting
Person, to acquire ACTV. Following the Reporting Person's acquisition of a
controlling interest in OpenTV, representatives of the Reporting Person proposed
to the Board of Directors of OpenTV that OpenTV, rather than the Reporting
Person, consider acquiring ACTV. After consideration of such proposal, the Board
of Directors of OpenTV determined that an acquisition of ACTV would be in the
best interests of OpenTV, and thereafter representatives of OpenTV and ACTV
commenced negotiations regarding the acquisition by OpenTV of ACTV. On September
26, 2002, OpenTV and ACTV entered into an Agreement and Plan of Merger (the
"Merger Agreement"), which provides for OpenTV to acquire ACTV in a merger
transaction (the "Merger"). In the Merger, each share of Common Stock, including
shares of Common Stock beneficially owned by the Reporting Person, will be
converted into a number of A Ordinary Shares, no par value ("OpenTV A Ordinary
Shares"), of OpenTV specified in the Merger Agreement. The transactions
contemplated by the Merger Agreement are subject to certain conditions,
including (a) the receipt of required regulatory approvals, including the
expiration or termination of the waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, (b) the approval of the Merger Agreement by
the stockholders of ACTV and (c) the approval of the issuance of OpenTV A
Ordinary Shares pursuant to the Merger Agreement by the stockholders of OpenTV.
As a result of its controlling stake in OpenTV, the Reporting Person will be
able to control the vote of OpenTV's stockholders with respect to the approval
of the issuance of OpenTV A Ordinary Shares pursuant to the Merger Agreement.

         In connection with, and as a condition to, the execution and delivery
of the Merger Agreement, OpenTV entered into a Voting Agreement, dated September
26, 2002 (the "Voting

                              (Page 4 of 11 pages)

<PAGE>

Agreement"), with David Reese, William Samuels and Bruce Crowley (the
"Stockholders"). Pursuant to the Voting Agreement each of the Stockholders
agreed to deliver to OpenTV a proxy to vote the shares of Common Stock owned by
such Stockholder in favor of approval and adoption of the Merger Agreement, the
Merger and the other transactions contemplated by the Merger Agreement and
against matters relating to certain other transactions. The Voting Agreement
also provides that the Stockholders will not (a) participate in any proxy
solicitation in opposition to or competition with the transactions contemplated
by the Merger Agreement, (b) transfer any shares of Common Stock owned by them
or (c) acquire any shares of Common Stock, except pursuant to the exercise of
outstanding options, provided that the Stockholder executes a proxy to OpenTV
with respect to any such shares of Common Stock acquired pursuant to the
exercise of outstanding options. The Stockholders hold an aggregate of 2,397,694
shares of Common Stock and options to acquire an aggregate of 6,165,000 shares
of Common Stock, all of which shares and options are subject to the Voting
Agreement.

         The description of the Merger Agreement and the Voting Agreement
contained in this Statement is qualified in its entirety by reference to the
text of the Merger Agreement and the Voting Agreement, which are filed or
incorporated by reference as exhibits to this Statement and are hereby
incorporated by reference herein.


ITEM 5.       INTEREST IN SECURITIES OF THE ISSUER.

              Item 5(a) of the Original Statement is hereby amended and restated
to read in its entirety as follows:

         (a) The Reporting Person presently beneficially owns 8,805,000 shares
of Common Stock. The Original Statement erroneously reported that the Reporting
Person beneficially owned 8,810,000 shares of Common Stock. Based on 55,931,181
shares of Common Stock issued and outstanding at August 12, 2002, as reported in
the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended
June 30, 2002, the Reporting Person beneficially owns approximately 15.8% of the
issued and outstanding Common Stock, calculated pursuant to Rule 13d-3
promulgated under the Exchange Act.

         By virtue of the Voting Agreement, the Reporting Person may be deemed
to share with the Stockholders voting power and dispositive power over shares of
Common Stock subject to the Voting Agreement. However, the Reporting Person (i)
is not entitled to any rights as a stockholder of the Issuer as to the shares of
Common Stock covered by the Voting Agreement and (ii) disclaims any beneficial
ownership of the shares of Common Stock covered by the Voting Agreement. The
information set forth in Item 4 with respect to the Voting Agreement is
incorporated herein by reference.

                              (Page 5 of 11 pages)
<PAGE>

ITEM 6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
              RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 of the Original Statement is hereby amended and supplemented to
include the following information:

         The information set forth in Item 4 of this Statement is incorporated
by reference herein.





                              (Page 6 of 11 pages)
<PAGE>





ITEM 7.       MATERIALS TO BE FILED AS EXHIBITS.

              Item 7 is hereby amended and supplemented to include the following
exhibits:

EXHIBIT NO.        EXHIBIT
-----------        -------

        7(a)    Agreement and Plan of Merger, dated as of September 26, 2002,
                among ACTV, Inc., ACTV Merger Sub, Inc. and OpenTV Corp.
                (incorporated by reference to Exhibit 99.1 to the Current Report
                on Form 8-K of ACTV, Inc. filed on October 2, 2002).

        7(b)    Voting Agreement, dated as of September 26, 2002, by and among
                OpenTV Corp., David Reese, William Samuels and Bruce Crowley.


                              (Page 7 of 11 pages)

<PAGE>



                                    SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  October 10, 2002



                                  LIBERTY MEDIA CORPORATION



                                  By:  /s/ ELIZABETH M. MARKOWSKI
                                      ------------------------------------------
                                       Elizabeth M. Markowski
                                       Senior Vice President





                              (Page 8 of 11 pages)




<PAGE>





                                  EXHIBIT INDEX


EXHIBIT NO.        EXHIBIT
-----------        -------

        7(a)    Agreement and Plan of Merger, dated as of September 26, 2002,
                among ACTV, Inc., ACTV Merger Sub, Inc. and OpenTV Corp.
                (incorporated by reference to Exhibit 99.1 to the Current Report
                on Form 8-K of ACTV, Inc. filed on October 2, 2002).

        7(b)    Voting Agreement, dated as of September 26, 2002, by and among
                OpenTV Corp., David Reese, William Samuels and Bruce Crowley.


                              (Page 9 of 11 pages)


<PAGE>



                                   SCHEDULE 1

            DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON

         The name and present principal occupation of each director and
executive officer of the Reporting Person are set forth below. Unless otherwise
noted, the business address for each person listed below is c/o Liberty Media
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive
officers and directors listed on this Schedule 1 are United States citizens,
except for (a) David J.A. Flowers, who is a citizen of Canada and (b) David E.
Rapley, who is a citizen of the United States, Canada and the United Kingdom.

<TABLE>
<CAPTION>

    NAME AND BUSINESS ADDRESS                    PRINCIPAL OCCUPATION
    -------------------------                    --------------------
  <S>                                           <C>
    John C. Malone                               Chairman of the Board and Director of Liberty
                                                 Media
    Robert R. Bennett                            President, Chief Executive Officer and Director
                                                 of Liberty Media
    Donne F. Fisher                              Director of Liberty Media; President of Fisher
                                                 Capital Partners Ltd.
    Gary S. Howard                               Executive Vice President, Chief Operating Officer
                                                 and Director of Liberty Media; Chairman of the
                                                 Board and Director of Liberty Satellite &
                                                 Technology, Inc.; Chairman of the Board and
                                                 Director of On Command Corporation
    Paul A. Gould                                Director of Liberty Media; Managing Director of
         Allen & Company Incorporated            Allen & Company Incorporated
         711 5th Avenue, 8th Floor
         New York, NY 10022
    Jerome H. Kern                               Director of Liberty Media; Consultant, Kern
         Kern Consulting LLC                     Consulting LLC
         4600 S. Syracuse Street
         Denver, CO 80237
    Kim Magness                                  Director of Liberty Media
    David E. Rapley                              Director of Liberty Media
    Larry E. Romrell                             Director of Liberty Media
    David J.A. Flowers                           Senior Vice President and Treasurer of Liberty
                                                 Media
    Elizabeth M. Markowski                       Senior Vice President of Liberty Media
    Charles Y. Tanabe                            Senior Vice President, General Counsel and
                                                 Secretary of Liberty Media
    Albert E. Rosenthaler                        Senior Vice President of Liberty Media

</TABLE>

                              (Page 10 of 11 pages)


<TABLE>
<CAPTION>
   <S>                                           <C>
    Christopher W. Shean                         Senior Vice President and Controller of Liberty
                                                 Media

</TABLE>

                              (Page 11 of 11 pages)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.(B)
<SEQUENCE>3
<FILENAME>a2091078zex-7_b.txt
<DESCRIPTION>EXHIBIT 7(B)
<TEXT>
<PAGE>
                                                                    EXHIBIT 7(B)


                                VOTING AGREEMENT


                  THIS VOTING AGREEMENT dated as of September 26, 2002 (this
"AGREEMENT"), by and among OpenTV Corp., a company organized under the laws of
the British Virgin Islands ("PARENT") and the stockholders of ACTV, Inc., a
Delaware corporation (the "COMPANY"), listed on Exhibit A attached hereto (each,
a "STOCKHOLDER" and, collectively, the "STOCKHOLDERS"). Capitalized terms used
but not defined herein shall have the meaning set forth in the Merger Agreement
(as defined below).

                                    RECITALS

                  WHEREAS, Parent, the Company and ACTV Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"),
propose to enter into an Agreement and Plan of Merger dated as of the date
hereof (as such agreement may be modified or amended from time to time, the
"MERGER AGREEMENT"), providing for the merger of Merger Sub with and into the
Company, with the Company as the surviving corporation in the merger (the
"MERGER"), upon the terms and subject to the conditions set forth in the Merger
Agreement;

                  WHEREAS, each Stockholder owns certain shares of common stock,
par value $0.10 per share, of the Company (the "COMMON STOCK"); and

                  WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Merger Sub have requested that each Stockholder
enter into this Agreement.

                  NOW, THEREFORE, to induce Parent and Merger Sub to enter into,
and in consideration of their entering into, the Merger Agreement, and in
consideration of the promises and the representations, warranties and agreements
contained herein, the parties agree as follows:

                 1. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS. Each of the
Stockholders represents and warrants to Parent that (a) such Stockholder owns
beneficially (as defined below) the number of shares of Common Stock set forth
opposite such Stockholder's name on Exhibit A attached hereto (such shares of
Common Stock, the "SUBJECT SHARES"), free and clear of all Liens or Restrictions
and, except for this Agreement and the Merger Agreement, there are no options,
warrants or other rights, agreements, arrangements or commitments of any
character to which such Stockholder is a party relating to the pledge,
disposition or Voting (as defined in Section 2) of such Subject Shares and there
are no Voting trusts or Voting agreements with respect to such Subject Shares,
(b) such Stockholder does not beneficially own any shares of Common Stock other
than such Stockholder's Subject Shares and does not have any options, warrants
or other rights to acquire any additional shares of capital stock of the Company
or any security exercisable for or convertible into shares of capital stock of
the Company other than those options, warrants or other rights set forth
opposite such Stockholder's name on Exhibit A hereto (such Stockholder's
"OPTIONS") and each Stockholder represents and warrants that such Stockholder
shall not exercise any such Options prior to the termination of this Agreement
except in accordance with Section 7 of this Agreement, (c) such Stockholder has
not appointed



<PAGE>

or granted any proxy, which appointment or grant is still effective with respect
to the Subject Shares or any New Shares, (d) if such Stockholder is not a
natural person, such Stockholder is duly incorporated or organized and validly
existing under the laws of its jurisdiction of incorporation or organization and
is duly authorized to do business and is in good standing under the laws of its
jurisdiction of incorporation or organization and if such Stockholder is a
natural person, such Stockholder has the capacity to enter into this Agreement,
(e) such Stockholder has full power and authority to enter into, execute and
deliver this Agreement and to perform fully such Stockholder's obligations
hereunder and this Agreement has been duly executed and delivered and
constitutes the legal, valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms (except
insofar as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, or by principles governing the availability of equitable remedies),
(f) other than filings under the Exchange Act, no notices, reports or other
filings are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (g) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, (i) violate, conflict with or constitute a breach of, or a default under,
the certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments (if such Stockholder is not a natural person),
(ii) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation, modification or acceleration) (whether after the
giving of notice or the passage of time or both) under any Contract to which
such Stockholder is a party or by which any of its assets are bound, (iii) will
not result in the creation of any Lien on any of the assets of such Stockholder
or (iv) result in a violation of, under or pursuant to any law, rule,
regulation, order, judgment or decree applicable to such Stockholder or by which
any of its assets are bound. For the purposes of this Agreement, a Person
"beneficially" owns a security if such Person, directly or indirectly, through
any contract, arrangement, understanding or otherwise has (A) the power to vote,
or direct the vote of such security and (B) the power to dispose, or direct the
disposition of such security.

                  2. AGREEMENT TO DELIVER PROXY. Each of the Stockholders
severally agrees to deliver to Parent on the date hereof an irrevocable proxy
substantially in the form attached hereto as Exhibit B to Vote such
Stockholder's Subject Shares (a) in favor of approval and adoption of the Merger
Agreement, the Merger and the other transactions contemplated by the Merger
Agreement (the Merger together with such transactions, collectively, the
"TRANSACTIONS") at any meeting of the stockholders of the Company at which such
matters are considered and at every adjournment or postponement thereof, (b)
against any action, approval or agreement that would compete with or materially
impede, interfere with, adversely affect or tend to discourage the Transactions
or inhibit the timely consummation of the Transactions, including, without
limitation, any Alternative Proposal, (c) against any action, approval or
agreement that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of the Company under the
Merger Agreement and (d) except for the Transactions, against any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of the Company or its
subsidiaries, in each case, to the same extent and with the same effect as such
Stockholder might or could do under


<PAGE>

applicable law, rules and regulations. The proxy delivered by each of the
Stockholders pursuant to this Section 2 shall be irrevocable during the term of
this Agreement to the extent permitted under Delaware law. For purposes of this
Agreement, "VOTE" shall include voting in person or by proxy in favor of or
against any action, otherwise consenting or withholding consent in respect of
any action (including, without limitation, consenting in accordance with Section
228 of the DGCL) or taking other action in favor of or against any action.
"VOTING" shall have a correlative meaning. Each of the Stockholders hereby
revokes any and all previous proxies granted with respect to any of the Subject
Shares and shall not hereafter, unless and until this Agreement terminates
pursuant to Section 10 hereof, purport to grant any other proxy or power of
attorney with respect to any of the Subject Shares or the New Shares or enter
into any agreement (other than this Agreement), arrangement or understanding
with any Person, directly or indirectly, to vote, grant any proxy or give
instructions with respect to the voting of any of the Subject Shares or the New
Shares covering the subject matter hereof. Each Stockholder also severally
agrees to use its reasonable best efforts to take, or cause to be taken, all
action, and do, or cause to be done, all things necessary or advisable in order
to consummate and make effective the transactions contemplated by this
Agreement. Each of the Stockholders acknowledges receipt and review of a copy of
the Merger Agreement.

                  3. NO PROXY SOLICITATIONS. Each of the Stockholders severally
agrees that such Stockholder will not, nor will such Stockholder permit any
entity or person under such Stockholder's control, (a) to solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the Exchange Act) in opposition to or in competition with
the consummation of the Transactions or otherwise encourage or assist any party
in taking or planning any action which would compete with or materially impede,
interfere with, adversely effect or tend to discourage the Transactions or
inhibit the timely consummation of such Transactions, (b) to directly or
indirectly encourage, initiate or cooperate in a stockholders' Vote or action by
consent of the Company's stockholders in opposition to or in competition with
the consummation of the Transactions or (c) to become a member of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of the Company for the purpose of opposing or competing with
the consummation of the Transactions.

                  4. FIDUCIARY DUTIES. Notwithstanding anything to the contrary
in this Agreement, none of the agreements of the Stockholders contained herein
shall restrict any Stockholder who is a director or an officer of the Company
from taking any action, in his or her capacity, respectively, (a) as a director,
if such director believes such action is necessary to satisfy such director's
fiduciary duties to the stockholders of the Company, or (b) as an officer, if
such officer is acting at the direction of the Company Board and in accordance
with the terms and provisions of the Merger Agreement, including, without
limitation, Section 6.5 thereof.

                  5. NO OWNERSHIP INTEREST. Nothing contained in this Agreement
shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership
or incidence of ownership of or with respect to any Subject Shares. All rights,
ownership and economic benefits of and relating to the Subject Shares shall
remain vested in and belong to the Stockholders, and Parent and Merger Sub shall
have no authority to manage, direct, superintend, restrict, regulate, govern or
administer any of the policies or operations of the Company or exercise any
power or authority to direct the Stockholders in the voting of any of the
Subject Shares, except as otherwise provided herein.


<PAGE>

                  6. TRANSFER AND ENCUMBRANCE. On or after the date hereof and
during the term of this Agreement, each of the Stockholders agrees not to
transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any
of such Stockholder's Subject Shares, Options or New Shares (as defined in
Section 7).

                  7. ADDITIONAL PURCHASES. Each of the Stockholders severally
agrees that such Stockholder will not purchase or otherwise acquire beneficial
ownership of any shares of Common Stock after the execution of this Agreement,
including, but not limited to, acquisition by virtue of exercising any Option
(such shares of Common Stock, "NEW SHARES"), nor will any Stockholder
voluntarily acquire the right to Vote or share in the Voting of any shares of
Common Stock other than the Subject Shares, unless such Stockholder agrees to
deliver to Parent immediately after such purchase or acquisition an irrevocable
proxy substantially in the form attached hereto as Exhibit C with respect to
such New Shares. Each of the Stockholders also severally agrees that any New
Shares acquired or purchased by such Stockholder shall be subject to the terms
of this Agreement to the same extent as if they constituted Subject Shares.

                  8. NO VOTING TRUSTS. Each of the Stockholders severally agrees
that such Stockholder will not, nor will such Stockholder permit any Person
under such Stockholder's control to, deposit any of such Stockholder's Subject
Shares or New Shares in a Voting trust or subject any of such Stockholder's
Subject Shares or New Shares to any arrangement with respect to the Voting of
the Subject Shares or New Shares inconsistent with this Agreement.

                  9. SPECIFIC PERFORMANCE. Each party hereto acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law. Each party hereto
severally agrees that it will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with any other party's seeking
or obtaining equitable relief.

                  10. TERM AND TERMINATION. Subject to Section 14(i), the term
of this Agreement shall commence on the date hereof, and such term and this
Agreement shall terminate upon the earliest to occur of (i) the Effective Time
and (ii) the date on which the Merger Agreement is terminated in accordance with
its terms.

                  11. CERTAIN EVENTS. Each of the Stockholders severally agrees
that this Agreement and the obligations hereunder shall attach to such
Stockholder's Subject Shares or New Shares and shall be binding upon any entity
or person to which legal or beneficial ownership of such Subject Shares or New
Shares shall pass, whether by operation of law or otherwise, including such
Stockholder's heirs, guardians, administrators or successors.

                  12. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
(including the Exhibits and the other documents and instruments referred to
herein) constitutes the entire agreement and supersedes all prior agreements and
understandings, written or oral, among the

<PAGE>

parties with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by each of the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.

                  13. NOTICES. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
(by courier service or otherwise) or mailed, certified or registered mail with
postage prepaid, or sent by confirmed telecopier, as follows:

                     (a)   If to Parent:

                           OpenTV Corp.
                           401 East Middlefield Road
                           Mountain View, California  94043
                           Attention:  James Ackerman
                           Facsimile:  (650) 237-0821

                           with a copy to:

                           Liberty Broadband Interactive Television, Inc.
                           2431 East 61st Street, Suite 800
                           Tulsa, Oklahoma  74135
                           Attention:  Peter C. Boylan III
                           Facsimile:  (918) 743-2301

                           with an additional copy to:

                           Baker Botts L.L.P.
                           30 Rockefeller Plaza
                           New York, New York  10112
                           Attention:  Lee D. Charles, Esq.
                           Facsimile:  (212) 408-2501

                     (b)   If to a Stockholder:

                           c/o ACTV, Inc.
                           233 Park Avenue South, 10th Floor
                           New York, New York  10003-1601
                           Attention:  David Reese
                           Facsimile:  (212) 497-7001
<PAGE>

                           with a copy to:

                           Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                           101 East 52nd Street, 9th Floor
                           New York, New York  10022
                           Attention:  Jay M. Kaplowitz, Esq.
                           Facsimile:  (212) 980-5192

or to such other Person or address as any party shall specify by notice in
writing to the other party. Any such notice shall be deemed to have been given
(i) upon actual delivery, if delivered by hand, (ii) on the third (3rd) business
day following deposit of such notice, properly addressed with postage prepaid,
with the United States Postal Service if mailed by registered or certified mail,
return receipt requested, or (iii) upon sending such notice, if sent via
facsimile, with confirmation of receipt, except that any notice of change of
address shall be effective only upon actual receipt thereof.

                  14. MISCELLANEOUS.

                  (a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.

                  (b) VENUE; WAIVER OF JURY TRIAL. The parties hereby
irrevocably submit to the jurisdiction of the courts of the State of Delaware
and the Federal courts of the United States of America located in the State of
Delaware solely in respect of the interpretation and enforcement of the
provisions of this Agreement and of the documents referred to in this Agreement,
and in respect of the transactions contemplated hereby, and hereby waive, and
agree not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement hereof or of any such document, that it is not
subject thereto or that such action, suit or proceeding may not be brought or is
not maintainable in said courts or that the venue thereof may not be appropriate
or that this Agreement or any such document may not be enforced in or by such
courts, and the parties hereto irrevocably agree that all claims with respect to
such action or proceeding shall be heard and determined in such a Delaware State
or Federal court. The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and over the subject matter of such
dispute and agree that mailing of process or other papers in connection with any
such action or proceeding in the manner provided in Section 13 of this Agreement
or in such other manner as may be permitted by law shall be valid and sufficient
service thereof.

                  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR



<PAGE>

ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(b).

                  (c) SEVERABILITY. In the event that any provision of the
Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an "invalid provision"),
then such provision shall be severed from this Agreement and the remaining
provisions of this Agreement shall remain binding on the parties hereto. Without
limiting the generality of the foregoing sentence, in the event a change in any
applicable law, rule or regulation makes it unlawful for a party to comply with
any of its obligations hereunder, the parties shall negotiate in good faith a
modification to such obligation to the extent necessary to comply with such law,
rule or regulation that is as similar in terms to the original obligation as may
be possible while preserving the original intentions and economic positions of
the parties as set forth herein to the maximum extent feasible.

                  (d) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

                  (e) FURTHER ASSURANCES. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or desirable to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby.

                  (f) HEADINGS. All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no construction or
reference shall be derived therefrom.

                  (g) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR
REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

                  (h) ASSIGNMENT. Neither any Stockholder nor Parent may assign
any of his, her or its rights or obligations under this Agreement without the
prior written consent of the other parties hereto, except that Parent may assign
its rights and obligations hereunder to any of its direct or indirect wholly
owned subsidiaries (including Merger Sub), but no such assignment shall relieve
Parent of its obligations hereunder if such transferee does not perform such
obligations. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

                  (i) EFFECTIVENESS. The obligations of the Stockholders set
forth in this Agreement shall not be effective or binding upon the Stockholders
until after such time as the Merger Agreement is executed and delivered by
Parent, Merger Sub and the Company.

                  (j) JOINT PARTICIPATION IN DRAFTING THIS AGREEMENT. The
parties acknowledge and confirm that each of their respective attorneys have
participated jointly in the drafting, review and revision of this Agreement and
that it has not been written solely by counsel for one party and that each party
has had the benefit of its independent legal counsel's advice with respect to
the terms and provisions hereof and its rights and obligations hereunder. Each
party hereto, therefore, stipulates and agrees that the rule of construction to
the effect that any ambiguities are to be or may be resolved against the
drafting party shall not be employed in the interpretation of this Agreement to
favor any party against another and that no party shall have the benefit of any
legal presumption or the detriment of any burden of proof by reason of any
ambiguity or uncertain meaning contained in this Agreement.

                  (k) EXPENSES. Whether or not the Transactions are consummated,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby will be paid by the party incurring such cost
or expense.

                  (l) PUBLIC ANNOUNCEMENTS. Without the prior written consent of
Parent, none of the Stockholders shall issue any press release or make any
public statements with respect to this Agreement, the Merger Agreement or the
Transactions, except as may be required by applicable law or court process.



                            [SIGNATURE PAGE FOLLOWS]



<PAGE>



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


                                    OPENTV CORP.


                                    By:   ____________________________________
                                          Name:
                                          Title:


                                    DAVID REESE


                                    ----------------------------------------



                                    WILLIAM SAMUELS



                                    By:   ____________________________________
                                          Name:
                                          Title:



                                    BRUCE CROWLEY



                                    By:   ____________________________________
                                          Name:
                                          Title:




</TEXT>
</DOCUMENT>
</SUBMISSION>
