Preview | Agreement and Plan of Reorganization |

TABLE OF CONTENTS

1.	Plan of Reorganization	2
2.	Terms of Merger	2
3.	Delivery of Shares	3
4.	Representations of ITV	4
5.	Representations of Radium, Radium Sub and the Founders	5
6.	Closing	11
7.	Actions Prior to Closing.	11
8.	Conditions Precedent to the Obligations of ITV	12
9.	Conditions Precedent to the Obligations of Radium and Radium Sub	14
10.	Survival and Indemnification	15
11.	Nature of Representations	18
12.	Documents at Closing	18
13.	Financial Advisory or Finder?s Fees	19
14.	Post-Closing Covenants.	20
15.	Miscellaneous.	20
Signature Page		22

Exhibit A	-	Articles of Merger (Nevada)
Exhibit B	-	Investment Letter
Exhibit C	-	Indemnification Waiver
Exhibit D		Stock Cancellation Agreement

This Agreement and Plan of Reorganization (hereinafter the ?Agreement?) is entered into effective as of this 27^th day of May, 2005, by and among Radium Ventures Inc., a Nevada corporation (hereinafter ?Radium?); Radium Ventures Acquisition, Inc., a newly-formed Nevada corporation (hereinafter ?Radium Sub?); Shane Whittle and James Scott-Moncrieff, the principal stockholders and founders of Radium (individually and collectively, the ?Founders?); and Interactive Television Networks, Inc., a Nevada corporation formerly knows as XTV, Inc. (hereinafter ?ITV?).

WHEREAS, Radium desires to acquire ITV as a wholly-owned subsidiary and to issue shares of Radium common stock $.001 par value (?Radium Common Stock?) to the stockholders of ITV upon the terms and conditions set forth herein. Radium Sub is a wholly-owned subsidiary corporation of Radium that shall be merged into ITV, whereupon ITV shall be the surviving corporation of said merger and shall become a wholly-owned subsidiary of Radium (Radium Sub and ITV are sometimes collectively hereinafter referred to as the ?Constituent Corporations?).

WHEREAS, the boards of directors of Radium and ITV, respectively, deem it advisable and in the best interests of such corporations and their respective stockholders that Radium Sub merge with and into ITV pursuant to this Agreement and the Nevada Articles of Merger (in the form attached hereto as Exhibit ?A?) and pursuant to applicable provisions of law (such transaction hereafter referred to as the ?Merger?);

WHEREAS, Radium Sub has an authorized capitalization consisting of 25,000,000 shares of $.001 par value common stock, of which 1,000 shares shall be issued and outstanding and owned by Radium as of the closing of the Merger;

WHEREAS, Radium has an authorized capitalization consisting of 25,000,000 shares of Radium Common Stock, of which, 2,632,450 shares are currently issued and outstanding as of the date hereof;

WHEREAS, 750,000 shares of Radium Common Stock shall be cancelled prior to the closing of the Merger, so that the total number of shares of Radium Common Stock issued and outstanding immediately prior to the Merger shall be reduced to 1,882,450;

WHEREAS, ITV has an authorized capitalization consisting of 30,000,000 shares of common stock, $.001 par value (?ITV Common Stock?), of which, 33,333 shares are currently issued and outstanding, as of the date hereof; and

WHEREAS, the Founders currently are the principal shareholders of Radium and will benefit from the transactions contemplated herein (directly or through the sale of some or all of their shares in Radium to one or more third parties prior to or after the closing of the Merger).

NOW THEREFORE, for the mutual consideration set out herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Plan of Reorganization. The parties to this Agreement do hereby agree that Radium Sub shall be merged with and into ITV upon the terms and conditions set forth herein and in accordance with the provisions of the Nevada Revised Statutes. It is the intention of the parties hereto that this transaction qualify as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, and related sections thereunder.

2. Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, Radium Sub shall be merged with and into ITV as of the Effective Date (the terms ?Closing? and ?Effective Date? are defined in Section 6 hereof). ITV shall be the surviving corporation (hereinafter sometimes the ?Surviving Corporation?) and the separate existence of Radium Sub shall cease when the Merger shall become effective. Consummation of the Merger shall be upon the following terms and subject to the conditions set forth herein: