ASSIGNMENT

         Network Licensing, Inc., a North Carolina corporation, with offices at
14 Westport Avenue, Norwalk, CT ("Assignor"), in consideration of the sum of
five dollars ($5.00) and other good and valuable consideration, receipt of which
is hereby acknowledged, hereby assigns and transfers unto InteroAct Systems,
Incorporated, a North Carolina corporation with offices at 14 Westport Avenue,
Norwalk, CT and formerly known as Interactive Networks Incorporated
("Assignee"), all rights and obligations which Assignor has or may have under
the following agreements:

     (i) License Agreement by and between Michael R. Jones and Gerald Singer and
Arthur J. Murphy  dated as of December  31,  1990,  as amended by an Addendum to
License  Agreement dated as of June 15, 1993 and further amended by a Settlement
Agreement and Mutual General Release dated as of September 6, 1994; and

         (ii) Assignment of License Agreement by and between Michael R. Jones,
Gerald Singer, Arthur J. Murphy and Assignor dated as of June 15, 1993, as
amended by an Agreement Regarding License Matters by and between Michael R.
Jones, Assignee and Assignor dated as of January 22, 1996.

         IN WITNESS WHEREOF, the Assignor has executed this instrument as of the
23rd day of July, 1996.

                                              NETWORK LICENSING, INC.

                                              By: /s/ WILLIAM F. PENWELL
                                              Print Name: William F. Penwell
                                              Title:   President

STATE OF CONNECTICUT        )
                            ) ss.:
COUNTY OF FAIRFIELD         )

         On the 23rd day of July, before me personally did appear William F.
Penwell, who being by me duly sworn, did depose and say that he is President of
Network Licensing, Inc., the corporation described as Assignor and which
executed the foregoing instrument; that he acknowledged that he has been
authorized by the corporation to execute the foregoing Assignment; and that he
acknowledged the same to be his free act and deed.

                                                     /s/ Mary C.A. Davis
                                                     Notary Public