INTERACTIVE NETWORK INC /CA
DFAN14A, 1998-12-11
CABLE & OTHER PAY TELEVISION SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     INFORMATION REQUIRED IN PROXY STATEMENT
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                            Interactive Network, Inc.
    ----------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

              The Committee to Revitalize Interactive Network, Inc.
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                                  Registrant)

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<PAGE>

                INTERACTIVE SHAREHOLDER GROUP TO CONTEST CURRENT
                BOARD'S CLAIMS IN DECEMBER 17 STATE COURT HEARING

MENLO PARK, CA (December 11, 1998). . . . The Committee to Revitalize
Interactive Network (CRIN), an insurgent group of experienced industry
executives seeking election to the Board, announced today its agreement to
present arguments to a California state court to preserve a previously announced
December 30 shareholder meeting, rather than have the meeting postponed to March
30, 1999, as proposed by the unelected current Board members. The court hearing
has been set on an accelerated schedule for December 17, at which time CRIN will
present evidence to show that documents filed by the current Interactive Network
Chairman without Board authorization are what CRIN termed "material
misstatements of law and fact."

     According to David B. Lockton, CRIN Chairman, Interactive Network Founder
and former Chairman and CEO and the sole current Board member elected by
shareholders, "We shall present documents that firmly support CRIN's right to
call the December 30 shareholder meeting to seek the election of a new Board, as
well as demonstrate the continued failure of the current Board to work in the
best interests of all shareholders.

     "The December 17 hearing is a thinly disguised attempt by the current Board
Chairman, again moving without Board approval, to stall a positive shareholder
action until after the completion of a needless and expensive bankruptcy
procedure, one vigorously opposed by our shareholders, but designed to generate
eight million new stock shares into a trust with themselves as trustees, thus
enabling the current Board to perpetuate itself," Lockton commented. "That
attempt is not only wasteful but especially onerous in that the current Chairman
and the Board have demonstrably failed for the past ten months to make any
progress in developing a plan to prepare the Company to move ahead."

<PAGE>

INTERACTIVE SHAREHOLDERS TO CONTEST
CURRENT BOARD ACTIONS IN FEDERAL COURT
Page 2

     Lockton cited published statements by the current Chairman and the other
unelected Board incumbents suggesting that they intended to pay themselves
significant salaries and hire expensive outside consultants to explain what
former Company executives and engineers already know - how Interactive Network's
proprietary technology and patents can operate for optimal revenue returns.

     "It boils down to the fact that the Board wants another 90 days to
'reorganize' the Company under bankruptcy while, by their own sworn statements,
the Company's assets are depreciating at the rate of $25,000 each day," Lockton
said. "This is the worst form of mismanagement and disservice to long-patient
shareholders. We intend to put Interactive Network back on track."

     Shareholders wishing to communicate with the Committee can do so via voice
mail at 650-299-8815 or e-mail at [email protected], Lockton said.

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