J NET ENTERPRISES INC
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>jex10.txt
<TEXT>
                                                          EXHIBIT 10.37

                    ASSIGNMENT OF INTELLECTUAL PROPERTY

     THIS ASSIGNMENT OF INTELLECTUAL PROPERTY ("Assignment") is made as of
May 3, 2002, by and among INTERWORLD CORPORATION, a Delaware corporation
("InterWorld"), J Net Enterprises, Inc., a Nevada corporation ("J Net"),
and IW Holdings, Inc.,  a Delaware corporation and wholly-owned subsidiary
of J Net ("Holdings").

     WHEREAS, on June 30, 2001, InterWorld and J Net entered into a credit
facility whereby J Net agreed to loan up to $20,000,000 to InterWorld (the
"Credit Facility");

     WHEREAS, on June 30, 2001, to secure indebtedness under the Credit
Facility, J Net and InterWorld entered into a security agreement granting J
Net a security interest in certain collateral of InterWorld, including, but
not limited to, all of its Intellectual Property (as defined below) (the
"Security Agreement");

     WHEREAS, on February 8, 2002, to further secure indebtedness under the
Credit Facility, J Net and InterWorld entered into a security agreement
granting J Net a security interest in certain trademarks and service marks
of InterWorld (the "IP Security Agreement," and together with the Security
Agreement, the "Security Agreements");

     WHEREAS, J Net, among other things, previously notified InterWorld of
its default under the Credit Facility and InterWorld acknowledged such
default pursuant to the Acknowledgement of Default and Assignment of
Payments Agreement, dated February 15, 2002, by and between InterWorld and
J Net;

     WHEREAS, as of the date hereof, InterWorld currently owes J Net
approximately $17 million under the Credit Facility;

     WHEREAS, InterWorld and J Net both acknowledge that the Intellectual
Property does not have a value in excess of InterWorld's current
indebtedness under the Credit Facility; and

     WHEREAS, InterWorld is the owner of certain Intellectual Property (as
defined below) which it desires to assign to J Net through J Net's wholly-
owned subsidiary, Holdings, in accordance with the provisions of SS 9 620 of
the Uniform Commercial Code of the State of New York (the "NY UCC")
relating to strict foreclosure.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     1.  The Intellectual Property.  J Net and InterWorld agree that, for
         purposes of this Assignment, Intellectual Property of InterWorld
         shall mean all (A) patents and pending patent applications
         together with any and all continuations, divisions, reissues,
         extensions and renewals thereof, (B) trade secrets, know-how,
         inventions, formulae and processes, whether trade secrets or not,
         (C) trade names, trademarks, service names, service marks,
         logos, assumed names, internet domain names, brand names and all
         registrations and applications therefor together with the goodwill
         of the business symbolized thereby, including but not limited to
         those identified on Schedule A attached hereto, (D) any
         copyrights, registrations and applications therefor, (E)
         assignable technology rights and licenses, and (F) assignable
         computer software and any similar type of proprietary intellectual
         property rights, in each case which is owned or licensed by
         either InterWorld, or any of InterWorld's affiliates, and used or
         held for use primarily in the business.

     2.  Conveyance.  InterWorld and J Net each hereby assigns, transfers
         and conveys to Holdings all of their right, title and interest in
         and to the Intellectual Property of InterWorld, the goodwill of
         the business symbolized thereby, and the right to recover damages
         and profits for past infringement thereof.

     3.  Waiver.  Except as provided in SS 9-602 of the NY UCC, InterWorld
         hereby expressly waives any and all rights, including, but not
         limited to, those rights relating to InterWorld's right to redeem
         the Intellectual Property pursuant to SS 9-624 of the NY UCC,
         provided under Article 9 of the NY UCC.

     4.  The Credit Facility.  InterWorld and J Net hereby agree that this
         Assignment by InterWorld of the Intellectual Property to Holdings
         will be in full accord, satisfaction and discharge of all
         liabilities owed by InterWorld to J Net under the Credit Facility;
         and InterWorld and J Net hereby further agree that the execution
         of this Assignment shall terminate such Credit Facility and the
         related Security Agreements.

     5.  Master Alliance Agreement.  Pursuant to Section 17.7 of the
         Master Alliance Agreement, dated February 15, 2002, by and between
         InterWorld and Titan Technologies, LP, d/b/a Titan Ventures, LP
         (the "Master Alliance Agreement"), InterWorld hereby transfers and
         assigns to Holdings, and Holdings hereby expressly assumes, as
         fully and effectually as if it had been an original party to the
         Master Alliance Agreement, all of the obligations, rights, title
         and interests of InterWorld under the Master Alliance Agreement,
         including the due and punctual performance of all the obligations
         to be performed by InterWorld under the Master Alliance Agreement.
         Neither J Net nor Holdings is assuming, nor shall they be deemed
         to have assumed, any liability of InterWorld or its affiliates of
         any kind or nature whatsoever, except as expressly provided in
         this Assignment or in the Master Alliance Agreement.

     6.  Governing Law.  This Assignment shall be governed by and construed
         in accordance with the laws of the United States of America and of
         the State of New York.

<PAGE>
     IN WITNESS WHEREOF, InterWorld has caused this Assignment to be
executed, all as of the day and year first above written.

                                       INTERWORLD CORPORATION

                                       By:    /s/ Steven L. Korby
                                              ________________________
                                       Name:  Steven L. Korby
                                       Title: Executive Vice President and
                                              Chief Financial Officer
STATE OF TEXAS :
COUNTY OF COLLIN:

     On this 3rd day of May 2002, before me, a Notary Public in and for
the State and County aforesaid, personally appeared STEVEN L. KORBY,
known by me to be the person above named and an officer of InterWorld
Corporation, duly authorized to execute this Assignment of Intellectual
Property on behalf of InterWorld Corporation, who signed and executed the
foregoing instrument on behalf of InterWorld Corporation.

                                       /s/ Christina L. Fleischmann
                                       _____________________________
                                       Notary Public

                                       My Commission Expires: 6-27-05

Acknowledged and Accepted:

J NET ENTERPRISES, INC.

By:     /s/ Mark W. Hobbs
        _____________________________________
Name:   Mark W. Hobbs
Title:  President and Chief Operating Officer


IW HOLDINGS, INC.

By:     /s/ Mark W. Hobbs
        _____________________________________
Name:   Mark W. Hobbs
Title:  President


                                       SCHEDULE A

                         TRADEMARK AND TRADENAME REGISTRATIONS

INTERWORLD              Class 9              Reg. 1/12/99     2,217,559
                        Classes 35,36,42     Reg. 5/20/97     2,062,548
ENTERPRISE BROKER       Class 9              Reg. 11/7/00     2,403,016

Applications

ARMADA                  Class 9              Filed 4/7/00     76/020,984
RETAIL ESSENTIALS       Class 42             Filed 2/3/00     75/908,295
WEB ARENA               Class 9              Filed 3/4/98     75/444,389
                        Class 35             Filed 3/4/98     75/444,388
                        Class 36             Filed 3/4/98     75/444,387
                        Class 42             Filed 3/4/98     75/444,386
MISSION READY           Class 9              Filed 4/7/00     76/020,983
COMMERCE INTELLIGENCE   Class 9              Filed 3/31/00    76/015,006


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