[LOGO]                        LEASE AND SERVICE AGREEMENT

This   Agreement   is  made  this  1st  Day  of  July  1999,   by  and   between
ALLIANCE/INTEROFFICE/KING  ST.,  ("Lessor")  (d/b/a Vantas) having offices known
and  numbered  as Suite 600 (the  "Facility")  in the  building  located at 1800
Diagonal Rd.,  Alexandria,  VA  22314-2840  (the  "Building")  and Instant Video
Technologies, Inc.) ("Lessee") with an address of 500 Sansome Street, Suite 503,
San Francisco, California 94111.

The parties for themselves,  their heirs, legal representatives,  successors and
assigns, agree as follows:

         1. Demise and Description of Property.

         a.  Lessor  leases  to  Lessee  and  Lessee  leases  from  Lessor,  the
"Premises"  (defined  below),  being a subpart of Lessor's total leased Facility
space, for the term and subject to the conditions and covenants  hereinafter set
forth  and  to all  encumbrances,  restrictions,  zoning  laws,  regulations  or
statutes affecting the Building, Facility or Premises.

         b. The  Premises  consists of Facility  office space  number(s)  609 as
shown in the  floor  plan  annexed  hereto.  Lessor  hereby  grants  Lessee  the
privilege  to use in common  with other  lessees  and  parties  that  Lessor may
designate  certain office amenities  located in the Facility;  the use of all of
which are subject to such reasonable  rules and regulations as Lessor  currently
has in  place  and  may  adopt  from  time  to  time.  The  amenities  are  more
particularly  described in attached  Exhibit "A." "The  Operating  Standards" as
presently  in place and  governing  the use of the Premises and the Facility are
attached in Exhibit "B".

         2. Use.

         a. The  Premises  shall be used by Lessee  solely  for (voice and video
technology) and such other normally  incident uses and for no other purpose,  in
strict accordance with the Operating Standards.  Additionally,  Lessee shall not
offer at the  Premises  any  services  which  Lessor  provides  to its  lessees,
including,  but not limited to those amenities or services described in attached
Exhibit "A". In the event  Lessee  breaches any  provisions  of this  paragraph,
Lessor  shall be entitled to exercise  any rights or remedies  available  to the
Lessor  pursuant to this Agreement  together with such other rights and remedies
as the Lessor may otherwise have and choose to exercise.

       b.  Lessee  shall not make nor permit to be made any use of the  Premises
which would  violate any of the terms of this  Agreement  or which,  directly or
indirectly, is forbidden by statute, ordinance or government regulations,  which
may be dangerous to life, limb or property, which may invalidate or increase the
premium of any policy of insurance  carried on the Building or on the  Facility,
which will suffer or permit the Premises to be used in any manner or anything to
be brought into or kept there which,  in the sole  judgment of Lessor,  shall in
any way  impair or tend to impair  the high  quality  character,  reputation  or
appearance  of the Building or the  Facility,  or which may or tend to impair or
interfere with any services performed by Lessor for Lessee or for others.

         3. Term.

         a. The term of this  Agreement  shall  be for a  period  of 12  Months,
commencing  9:00 a.m. on the 1st day of August '99,  and ending 5:00 p.m. on the
31st day of July, 2000, unless renewed as provided in paragraph "3(b)" herein.

         b. Upon the ending term date set forth herein or any extension thereof,
the Agreement  shall be extended for the same period of time as the initial term
and upon the same terms and conditions as herein contained except for the amount
of base rental and additional service charges,  which shall each be increased by
at least ten percent (10%), unless either party notifies the other in writing by
certified or registered  mail,  return receipt  requested,  or delivered by hand
that the Agreement shall not be extended within the period hereinafter specified
or  automatically  renewed.  If Lessee has less than three offices,  such notice
shall be given at least 60 days prior to the expiration  date of this Agreement.
If Lessee has three or more offices, such notice shall be given at least 90 days
prior to the expiration date of this Agreement

         c. In the  event the  entire  Premises  or the  Facility  are  damaged,
destroyed or taken by eminent domain or acquired by private  purchase in lien of
eminent domain so as to render the Premises fully  untenantable and unrestorable
in Lessor's sole judgment,  then within 90 days  thereafter by written notice to
the other party,  either party shall be able to terminate this Agreement,  which
will terminate as ofthe date thereof.

         4. Rent.

         a. For and during the term of this Agmement, Lessee shall pay Lessor an
annual amount of  $11,160.00  as rent for the Premises  payable in equal monthly
installments  of $930.00 (or otherwise  indicated on Rebate Rider attached) each
payable  in  advance  of  the  first  day  of  each  calendar  month  after  the
commencement  of the term, or a daily prorated  amount for any partial  calendar
month  during the term.  If any payment of rent or other  charges due under this
Agreement is not received  within five (5) calendar days after its due date, the
Lessee will also pay, as additional  rent, a late payment  charge which shall be
an amount equal to 10% of any amount owed to Lessor or $50 whichever is greater.

         b. It is  additionally  specifically  covenanted  and  agreed  that the
financial  terms of this Agreement are strictly  confidential  and Lessee agrees
not to knowingly or willfully divulge this information to or any other Lessee or
potential  Lessee of Lessor.  Any such disclosure by the Lessee of the financial
terms of this Agreement as set forth herein above,  shall  constitute a material
breach of this Lease.

         c. The first  such  payment  of rental  as well as the  payment  of the
Deposit  as set  forth in  below  shall be paid by  Lessee  simultaneously  with
execution of this Agreement Should the Lessee


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fail  to  make  such  payment  prior  to the  commencement  of the  term of this
Agreement,  then, at Lessor's sole option,  the Agreement shall be null and void
and of no further effect.

         d.  The  rental  payable  during  the term of this  Agreement  shall be
increased  on the first day of the month  following  notification  of any rental
increase  (however  designated) which the Lessor might receive from the Lessor's
over-landlord  ("Building").  The term  "direct  expenses"  as used herein shall
refer  to  the  same  items  and  costs  as are  used  by  the  Building  in its
determination  of  expenses  and  costs  passed  on  to  Lessor.   Lessor  shall
immediately notify Lessee in writing of any such increase, and shall bill Lessee
for its pro rata share  thereof,  which bill Lessee shall pay promptly upon such
notification for each and every month thereafter for the balance of the term.

         e.  Rent  charges  are based on the value of the  rental  Premises  and
services to be used by 2 person(s)  only.  If more than said number of person(s)
habitually  use the Premises or services,  the Fixed Monthly Rental Charges will
be increased by a factor of $150 for each additional  person who habitually uses
the Premises.

         f. If a Lessee  check is retumed  for any  reason,  Lessee  will pay an
additional  charge  of  $100.00  per  returned check  and,  for the  purpose  of
considering  default  and/or  late  charges,  it  will  be  as  if  the  payment
represented by the returned check had never been made.

        5. Security Deposit.

        a. Lessee shall deposit with Lessor  $1,860.00 or the  equivalent of two
months rent, in good or certified  funds with a domestic bank, as a non-interest
bearing  security  deposit.  Lessor  may use the  security  deposit  to cure any
default of Lessee under this Agreement,  restore the Premises  including any and
all  furniture,  fixtures  and  equipment  provided by Lessor and vendors at the
Premises to their original condition and configuration, reasonable wear and tear
excepted,  to pay for repairs to any damage to the Premises,  Executive Suite or
Building,  caused by Lessee or Lessee's guests, to pay any rent or other charges
which Lessee owes Lessor at or prior to the expiration of this Agreement, and to
reimburse  Lessor for costs or expenses  arising  from any other  obligation  of
Lessee  which  Lessee  has failed to  perform.  If Lessor  transfers  control or
ownership  of the  Premises and Lessor  transfers  the security  deposit to such
purchaser,  Lessee  will look  solely to the new  Lessor  for the  return of the
security deposit,  and the Lessor named in this Agreement shall be released from
all liability for the return of the security deposit

         b. The  security  deposit  (less any sums used by Lessor in  accordance
with the terms and conditions of this  Agreement)  will be returned within sixty
(60) days after the  termination  of any services  rendered or expiration of the
term hereof. The security deposit shall not under any circumstance be applied in
lieu of be the final  paymen(s)  of Fixed  Monthly  Rental  charges  or  service
charges under this Agreement.

         c.  In the  event  that,  by  reason  of the  Lessee's  default  in its
obligations  pursuant to this Agreement or otherwise,  including but not limited
to the payment of the Fixed Monthly Rental Charge,  any amounts due by reason of
the Lessee's use of additional  services hereto and/or by reason of the Lessee's
use of telephone  services as supplied pursuant to this Agreement,  Lessor shall
be entitled to apply any of the security deposited pursuant to this Agreement to
any outstanding sums due or owing to the Lessor, and Lessor shall have the right
to  charge  the  Lessee,  as  additional  rent,  such sums as are  necessaiy  to
replenish any and all amounts applied so as to cause the security to be returned
to its entire  amount.  The  failure to pay such  amounts  as are  necessary  to
replenish the security  shall be considered a breach of this Agreement and shall
entitle the Lessor to exercise any of its rights  pursuant to this  Agreement or
otherwise.

        6. Delivery of Possession.

        If, for any reason  whatsoever,  Lessor cannot deliver possession of the
Premises to Lessee at the  commencement of the term, this Agreement shall not be
void nor  voidable  nor shall  Lessor be liable to Lessee for any loss or damage
resulting  therefrom;  but there  shall be an  abatement  of rent for the period
between the stated  term  commencement  and the time when  Lessor  does  deliver
possession of the Premises.

        7. Services.

         a. So long as Lessee is not in  default  hereunder,  Lessor  shall make
available certain amenities to Lessee as more particularly  described in Exhibit
"A." Such services shall be offered to Lessee, in conjunction with such services
being offered by Lessor to its other lessees,  without charge for the reasonable
use of the same.

         b.  In  addition,  provided  Lessee  is not in  default  hereunder  and
provided the cost thereof  does not exceed the  Security  Deposit,  Lessor shall
make  available  to Lessee  certain  other  services  the cost of which shall be
billed to the  Lessee  as  additional  rent and the  payment  of which  shall be
subject to the same terms and  conditions as those  governing the payment of the
Fixed Monthly Rental Charge herein regardless of when such charges are billed to
the Lessee.

         c. There will be a Client Services  Package charge of $120.00/mo.,  per
office, which is non-cumulative.  (Client Service Package will be waived in this
initial term only.)

         8. Telephone Services.

         a.  Provided  Lessee is not in default of any of the terms,  covenants,
conditions  or  provisions  of this  Agreement,  Lessor will make  available  to
Lessee, a  telecommunications  package which will consist of some combination of
telephone equipment, numbers, lines, conference calling, voice mail, local, long
distance and international service, and directory listing. All components of the
telecommunications  package  including any telephone numbers used by Lessee will
remain at all times the  property of Lessor and Lessee will acquire no rights in
the components beyond the term specified by Lessor.

         b. Upon Lessee's written  request,  Lessee shall be entitled to appoint
Lessor as its  exclusive  agent for the sole purpose of procuring  and arranging
Lessee's  local "white pages"  listings.  Lessor shall have no  involvement  nor
responsibility for any "yellow pages listings desired by Lessee.

         c.  Lessor  shall not be liable  for any  interruption  or error in the
performance  of its services to Lessee  under this  Section.  Lessee  waives any
recourse  as against  the  Lessor for any  claimed  liability  arising  from the
provision of telecommunication  services including, but not limited to; injuries
to  persons or  property  arising  out of  mistakes,  omissions,  interruptions,
delays, errors or defects in transmissions occurring in the course of furnishing
telecommunications  services provided same are not caused by the willful acts of
the Lessor,  as well any claim for business  interruption and for  consequential
damages.

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        d. Lessor shall use reasonable  efforts to provide Telephone Services to
Lessee in a first-class, professional manner. Telephone service charges shall be
as per Lessor's then scheduled rates for the same, or as the same may be amended
by Lessor from time to time.

        e. In the event that any toll fraud is traceable  to  telecommunications
services  employed  by Lessee,  such toll fraud shall be deemed to be a material
default in the Lessee's obligations  hereunder.  Lessee further hereby agrees to
indemnify, hold harmless and to reimburse Lessor for all charges associated with
any such toll fraud including,  but not limited to,  unauthorized use of calling
cards or telephone lines.

        f. It is expressly acknowledged and agreed that Lessor shall be the sole
and exclusive provider of  telecommunication  services to Lessee.  Lessee hereby
agrees  and  covenants  that it will  not use any  other  telephone  service  or
telephone  carrier to provide  it  service  in the  Premises.  In the event that
Lessee uses or acquires any other  telephone  service at the Premises,  such use
and/or  installation  shall  constitute  a  material  default  in  the  Lessee's
obligations hereunder.

           g. Notwithstanding anything to the contrary contained herein, neither
Lessor nor any of its agents,  employees,  officers or directors shall be deemed
to be making any  representations or warranties,  whether express or implied, as
to the ability of any  systems,  including,  without  limitation,  computer  and
electronic based equipment, related to the Building, Premises or to any services
to be provided  hereunder to process  date fields  relating to the Year 2000 nor
shall any of them be liable for the failure of such systems to process such date
fields.

        9. Furniture and Fixtures.

        At its own cost and expense, Lessor shall furnish and install furniture,
fixtures  and  equipment as are in Lessor's  sole  opinion  necessary to provide
suitable  office  accommodations  for  Lessee,  upon such  terms and  conditions
routinely applicable to the Facility. All such furniture, fixtures and equipment
shall remain Lessor's property.

        10. Insurance: Waiver of Claims.

        a. Lessor has no obligation to and will not carry insurance for Lessee's
benefit.  Lessor will not be liable to Lessee or to any other person for damages
on account of loss,  damage or theft,  to any  business  or pesonal  property of
Lessee  Lessee  hereby  waives any claims  against  Lessor from any loss,  cost,
liability  or  expense  (including  reasonable  attorneys'  fees)  arising  from
Lessee's  use of the  Premises or any common  areas made  available to Lessee by
Lessor or from the conduct of Lessee's business, or from any activity,  work, or
thing  done in the  Premises  or  common  areas by Lessee  or  Lessee's  agents,
contractors  visitors or employees.  To the extent that Lessor has any liability
for any of the forgoing pursuant to any law, ordinance or statute,  Lessee shall
seek recovery for such loss(es)/or  damage(s) from its own insurance  company as
provided  for in  subparagraph  (c) herein  prior to making  any claims  against
Lessor.

        b. The Lessor shall not be liable or  responsible  to the Lessee for any
injury or damage resulting from the acts or omissions of Lessor,  its employees,
persons  leasing  office space or obtaining  services from the Lessor,  or other
persons  occupying  any part of the Premises or Building,  or for any failure of
services  provided such as water, gas or electricity,  HVAC or for any injury or
damage to person or property caused by any person except for such loss or damage
arising  from the willful or grossly  negligent  misconduct  of the Lessor,  its
agents,  servants,  or employees  or from the  Lessor's  failure to make repairs
which it is obligated to make  hereunder.  Neither  Lessor or any of its agents,
employees, officers or directors shall be responsible for damages resulting from
any error,  omission or defect in any work  performed or provided as part of the
services rendered, whether uncompensated services or compensated services.

        c.  Lessee  shall  provide   Lessor  with  a  certificate  of  insurance
evidencing  General/Public  Liability coverage with liability limits of not less
than One Million  Dollars  ($1,000,000)  per occurrence for Bodily Injury and/or
Property  Damage  Liability  and One Hundred  Thousand  Dollars  ($100,000)  per
occurrence for  Fire/Legal  Liability.  Said insurance  coverage shall remain in
force  during the term of this  Agreement  and  renewals  thereof.  The  Lessor,
Alliance National, Inc, and Alliance Business Centers, Inc. shall be named as an
additional named insured on each of these policies.  Lessee's failure to provide
or  maintain  such  insurance  shall not  reduce  or  otherwise  alter  Lessee's
liability or responsibility to pay any judgment rendered against Lessee for such
Liability  and Damages  Failure to maintain  such  insurance  and/or to name the
Lessor and its designees, as set forth above, shall constitute a material breach
of this Agreement

        d. Both  parties  hereby agree to defend,  indemnify  and hold the other
harmless from and against any and all claims, damages, injury, loss and expenses
to or of any person or property  resulting  from the acts or negligence of their
agents,  employees,  invitees and/or licensees while in the Building,  Executive
Suite and/or Premises.

        e. Any fire and extended risk casualty  insurance that Lessee  maintains
shall include a waiver of subrogation in favor of Lessor and Building  Landlord,
and any fire and extended risk insurance carried on the Facility by Lessor shall
likewise contain a waiver of subrogation in favor of Lessee.

        11. Waiver of Breach.

        Should  Lessor not insist  upon the  strict  performance  of any term or
condition of this  Agreement or to exercise any right or remedy  available for a
breach  thereof,  and no  acceptance  of  full or  partial  payment  during  the
continuance  of any such breach shall  constitute a waiver of any such breach or
any such term or condition.  No term or condition of this Agreement  required to
be  performed  by Lessee  and no breach  thereof,  shall be  waived,  altered or
modified,  except by a written  instrument  executed by Lessor. No waiver of any
breach shall affect or alter any term or condition in this  Agreement,  and each
term or  condition  shall  continue in full force and effect with respect to any
other then existing or subsequent breach thereof.

        12. Operating Standards.

        The Operating  Standards  attached to this  Agreement as Exhibit "B" are
hereby made an integral part of this Agreement.  Lessee, its employees,  agents,
guests, invitees,  visitors and/or any other persons caused to be present in and
around the  Premises  by the  Lessee  shall  perform  and abide by the rules and
regulations  and any  amendments or additions to said rules and  regulations  as
Lessor may make.  In addition,  Lessee,  its employees and agents shall abide by
all applicable governmental rules, regulations, statutes and ordinances relating
in any way to the  Premises or the  Facility or Lessee's use or occupancy of the
Premises or the Facility; failing which Lessee shall be in default hereunder and
shall pay any fines or penalties imposed for such  violation(s)  directly to the
appropriate  governmental authority or to Lessor, if Lessor has paid such amount
on behalf of Lessee. Such remedy shall not be exclusive. It is


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hereby further  explicitly  agreed and understood  that full compliance with the
Operating  Standards  as set forth  constitutes  a material  obligation  of this
Agreement,  and that the failure to so comply  shall  constitute  a violation of
this Agreement  entitling the Lessor to exercise any of its remedies pursuant to
this Agreement or otherwise.

        13. Employment of Lessor's Employees.

        a. Lessee agrees that it will not, during the term of this Agreement and
any renewals thereof, or for a period of one year after the expiration or sooner
termination of this  Agreement,  hire or issue an offer to employ any person who
is or has been an employee of Lessor or Lessor's  agent  without  prior  consent
from Lessor.  If Lessee either hires an employee of Lessor or Lessor's agent; or
hires any  person  who has been an  employee  of Lessor or its agent  within six
months prior to the time they are hired by Lessee,  Lessee will, at Lessors sole
option, be liable to Lessor for liquidated  damages equal to six months wages of
the employee, at the rate last paid that employee by Lessor.

        b. If Lessor assists in hiring an employee for Lessee,  Lessee shall pay
to the Lessor a commission  equal to 20% of that employee's  annual salary.  The
provisions hereof shall survive the expiration or sooner termination of the term
thereof.

        14. Alteration.

        If  Lessee  requires  any  special  wiring  or  office  alterations  for
extraordinary  business  machines  or other  purposes  not  consistent  with the
current wiring,  extraordinary  telephone equipment or computer equipment.  Such
alteration  shall be done (i) only with the express  written  permission  of the
Lessor,  and if said permission is granted,  then (ii) by an agent designated by
Lessor at Lessee's  cost.  The  electrical  current  shall be used for  ordinary
lighting  purposes only,  unless written  permission to do otherwise shall first
have been  obtained  from  Lessor at an agreed  cost to Lessee.  Lessor  further
reserves the sole and exclusive  right to limit the number and type of lines and
telephone equipment Lessee can install in the leased Premises.

        15. Re-Entry

        Lessor and its agents  shall have the right to enter the Premises at any
time for the purpose of making any repairs,  alterations,  inspections  which it
shall  deem  necessary  for the  preservation,  safety or  improvements  of said
Premises,  without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Lessee.

        16. Relocation

        a. Lessee agrees that the Lessor may, in its sole  discretion,  relocate
the lessee from its present  Premises to a like or similar  office  space within
the same facility upon ten (10) days notice to the Lessee. In the event that the
Lessor  requires the Lessee to relocate,  the Lessor  hereby  agrees to bear the
reasonable cost of any such relocation,  which cost shall be limited to the cost
associated with the physical  transfer of the Lessee's property to any different
office, which the Lessor may designate.

        b. ln the event that any such relocation is effected,  the Lessee hereby
acknowledges that, unless otherwise agreed in writing, that all of the terms and
conditions of this Agreement shall remain in full force and effect.

        17. Assignment and Subletting

        No assignment or subletting of the Premises,  this Agreement or any part
thereof shall be made by Lessee without  Lessor's prior written  consent,  which
consent  may be  withheld  for any or no reason  in  Lessor's  sole  discretion.
Neither all nor any part of Lessee's  interest in the Premises or this Agreement
shall be encumbered, assigned or transferred, in whole or in part, either by act
of the Lessee or by operation of law.

        18. Surrender.

        a. On expiration of the term, any extended  term, or sooner  termination
of this Agreement,  Lessee shall promptly  surrender and deliver the Premises to
Lessor,  without demand, and in as good condition as when let, ordinary wear and
tear excepted.

        b. Upon Lessee serving a notice of cancellation as provided in 3b herein
Lessor shall have the right to show Lessee's  Premises  during the 60 day period
(for one or two  offices)  or 90 day period  (for three or more  offices) as the
case may be.

        c. Without prior written approval of Lessor, Lessee shall not remove any
of its property from the Premises upon  termination  of this Agreement or at any
other time,  except during  Lessor's  normal business hours. In the event Lessor
consents to Lessee's  removing  property  before or after normal business hours,
any  expenses  incurred  by Lessor as a result,  including  but not  limited  to
expenses for personnel, security, elevator, utilities and the like shall be paid
by Lessee in advance,  to the extent determinable by Lessor, by certified and/or
bank check.

        d. If Lessee  vacates  the  Premises  and leaves  behind  any  property,
whatsoever,  same will be deemed  abandoned  by Lessee and may be disposed of by
Lessor at  Lessee's  expense.  If Lessee  defaults in the payment of sums due to
Lessor, and Lessor changes the locks,  removes Lessee's  property,  or otherwise
denies access to Lessee,  Lessor shall not be liable for  conversion or partial,
actual and/or constructive eviction.

        19. Holding Over.

        a. In the  event  that  Lessee,  should  not  renew  this  Agreement  in
accordance  with the terms and conditions  hereof;  and/or fall to surrender the
Premises upon the  expiration  of the term of the Agreement as provided  herein,
Lessee  agrees to pay Lessor,  as liquidated  damages,  a sum equal to twice the
monthly  rent and all  additional  charges  for  services  provided by Lessor to
Lessee,  for each month that Lessee  retains  possession  of the Premises or any
part thereof, provided,  however, that the acceptance of such sums, representing
liquidated damages shall not be deemed to be permission to Lessee to continue in
possession of the Premises.

        20. Default and Remedies.

        a.  If the  Lessee  shall  default  in  fulfilling  any  of  its  terms,
conditions, covenants or provisions of this Agreement, including but not limited
to:

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        1. Payment of fixed  Monthly  Rental  Charges  and/or any other  charges
        hereunder within ten days of the date such charges become due;

        2. Becomes insolvent,  makes an assignment for benefit of creditors,  or
        files a voluntary  petition under any  bankruptcy or insolvency  law, or
        has filed against it an involuntary petition under any such law;

        3. Defaults in  fulfilling  any of the terms,  conditions,  covenants or
        provisions of this Agreement  including but not limited to the breach of
        any of the  terms and  conditions  set  forth in the  exhibits  attached
        hereto;

        4. The abandonment  and/or vacatur of the Premises by the Lessee;

then, after five days notice of any such default(s), the Lessor may, at its sole
discretion,  terminate this  Agreement upon five days notice to the Lessee,  and
upon the expiration of such notice  period,  the Lessee shall quit and surrender
the  Premises  to the  Lessor.  In the event that the  Lessee  fails to quit and
surrender  the  Premises,  the Lessor may  re-enter and take  possession  of the
Premises and remove all persons and property  therefrom,  as well as  disconnect
any telephone lines  installed for the benefit of Lessee,  without any liability
whatsoever to Lessee. In addition,  Lessor may elect concurrently or alternately
to accelerate all of Lessee's obligations hereunder including without limitation
the rental,  direct expenses,  Schedule B Costs,  and Telephone  Services costs,
and/or the  re-letting of the Premises or any part thereof,  for all or any part
of the remainder of said term, to a party satisfactory to Lessor, at any monthly
rental rate.  Lessor,  in its sole discretion,  may accept  notwithstanding  the
foregoing,  Lessor shall have no obligation,  implied or otherwise,  to mitigate
its damage(s) under such circumstances.

        b.  Should  Lessor  be unable to re-let  the  Premises,  or should  each
monthly re-rental be less than the rental, Lessee is obligated to pay under this
Agreement or any renewal thereof, at Lessor's option Lessee shall pay the amount
of such deficiency, plus the expenses of reletting,  immediately in one lump sum
(if  allowable  under  law) to Lessor  upon  demand  and/or as such  obligations
accrue.

        c. If Lessee shall default in the  observance or performance of any term
or covenant on Lessee's  part to be observed or performed  under or by virtue of
any of the terms or  provisions  in any  article  of this  lease,  then,  unless
otherwise  provided  elsewhere in this lease,  Lessor may  immediately or at any
time thereafter and with notice perform the obligation of Lessee thereunder, and
if Lessor,  in connection  therewith or in connection with any default by Lessee
in the  covenant  to pay rent  hereunder  makes any  expenditures  or incurs any
obligations  for the payment of money,  including  but not limited to attorney's
fees, in instituting,  prosecuting or defending any actions or proceeding,  such
sums so paid or obligations  incurred with interest and costs shall be deemed to
be additional rent hereunder and shall be paid by Lessee to Lessor  rendition of
any bill or statement to Lessee therefor,  and if Lessee's lease term shall have
expired  at the  time  of  making  of such  expenditures  or  incurring  of such
obligations, such sums shall be recoverable by Lessor as damages.

        21. Mail & Telephone Forwarding.

        a. After termination or expiration of the term of this Agreement, Lessee
hereby  agrees that it will take all  reasonable  steps to notify all parties of
Lessee's  new address and phone  numbers.  Lessor  shall have no  obligation  to
notify any person or entity of Lessee's new address and/or phone numbers, except
as expressly provided herein.

        b. Lessor will, unless otherwise  instructed by Lessee in writing,  hold
mail for Lessee on the  premises and give out new  telephone  number via a voice
mail message for a period of three (3) months at the rate of $ 150.00 per month,
which sums  shall be  deducted  from any  amounts  deposited  with the Lessor as
security hereunder and paid to the Lessor in advance. In the event that there is
not  sufficient  security  remaining on deposit to pay for the charges set forth
herein,  unless the Lessee  shall pay the charges set forth herein to the Lessor
in advance,  Lessor shall have no  obligation  to provide the services set forth
herein.

        22. Notices.

        Any notice under this Agreement  shall be in writing and shall be either
delivered  by hand or by first  class mail to the party at the address set forth
below. Lessor hereby designates its address as:

          ALLIANCE/INTEROFFICE/KING STREET, INC. STREET, INC.
          l800 Diagonal Road
          Suite 600
          Alexandria, Virginia 22314-2840

          Attn: Management
          with a copy by regular first class mail to:
          ALLIANCE
          90 Park Avenue
          31st Floor
          New York, NY 10016
          Attn. Legal Department

Lessee hereby  designates  its address  (which address must be an address within
the United States), as

          Instant Video Techonologies
          ----------------------------------------------
          Attn: David Morgenstein
                ----------------------------------------
          500 Sansome St. #503, San Francisco, CA  94111
          ----------------------------------------------
          Phone: 415 391-4455
                 ---------------------------------------
          Fax:   415 391-3392
                 ---------------------------------------

If such mail is  properly  addressed  and mailed,  as above,  it shall be deemed
notice for all  purposes,  given when sent or  delivered,  even if  returned  as
undelivered.

        23. Landlord's Election Under This Agreement

        Upon early  termination of the main Building lease, this Agreement shall
terminate unless the Building  Landlord under the main lease elects to have this
Agreement assigned to the Building Landlord or another entity as provided in the
main lease.  Upon notice to Lessor of the termination of the main lease and such
election,  (i) the Agreement  shall be deemed to have been assigned by Lessor to
the Building Landlord or to such other entity as is designated in such notice by
the  Building  Landlord,  (ii) the Building  Landlord  shall be deemed to be the
Lessor under this Agreement and shall assume all rights and  responsibilities of
Lessor under this  Agreement,  and (iii) Lessee shall be deemed to have attorned
to the Building Landlord as Lessor under this Agreement.

                                                       DM Intials  TG Initials
                                                       --          --

                                       5
<PAGE>


        24. Time of Essence.

        Time is of the essence as to the performance by Lessee of all covenants,
terms and provisions of this Agreement.

        25. Severability.

        The  invalidity  of  any  one or  more  of  the  sections,  subsections,
sentences,  clauses or words  contained  in this  Agreement  or the  application
thereof to any particular set of circumstances, shall not affect the validity of
the remaining  portions of this  Agreement or of their valid  application to any
other  set of  circumstances.  All of  said  sections,  subsections,  sentences,
clauses and words are inserted  conditionally  on being valid in law; and in the
event that one or more of the sections, subsections, sentences, clauses or words
contained  herein shall be deemed invalid,  this Agreement shall be construed as
if such invalid sections, subsections,  sentences, clauses or words had not been
inserted.  In the  event  that  any part of this  Agreement  shall be held to be
unenforceable   or  invalid,   the  remaining  parts  of  this  Agreement  shall
nevertheless continue to be valid and enforceable as though the invalid portions
had not been a part hereof. In addition,  the parties  acknowledge (i) that this
Agreement has been fully negotiated by and between the parties in good faith and
is the result of the joint efforts of both parties,  (ii) that both parties have
been provided with the  opportunity to consult with legal counsel  regarding its
terms,  conditions and  provisions  and (iii) that  regardless of whether or not
either party has elected to consult with legal counsel,  it is the intent of the
parties  that in no event  shall the terms,  conditions  or  provisions  of this
Agreement be construed against either party as the drafter of this Agreement.

        26. Execution by Lessee.

        The party or parties  executing  this  Agreement on behalf of the Lessee
warrant(s) and represent(s):  (i) that such executing party (or parties) has (or
have) complete and full authority to execute this Agreement on behalf of Lessee;
(ii) that Lessee shall fully perform its obligations hereunder.

        27. Assumption Agreements and Covenants.

        This  Agreement is subject and  subordinate  to the main Building  lease
governing  the  Facility,  under  which  Lessor  is  bound  as  tenant,  and the
provisions  of the main  lease,  other  than as to the  payment of rent or other
monies,  are incorporated into this Agreement as if completely herein rewritten.
Lessee shall comply with and be bound by all provisions of the main lease except
that the payment of rent shall be governed by the provisions of this  Agreement,
and Lessee shall  indemnify and hold Lessor  harmless from and against any claim
or liability  under the main lease of Lessor arising from Lessee's breach of the
Main Lease or this Agreement.  Lessor covenants and warrants that the use of the
Premises as a business  office is consistent with and does not violate the terms
of the main lease.

        28. Covenant and Conditions.

        Each term, provision and obligation of this Agreement to be performed by
Lessee shall be construed as both a covenant and condition.

        29. Entire Agreement.

        This Agreement  embodies the entire  understandings  between the parties
relative to its subject matter, and shall not be modified, changed or altered in
any respect except in writing signed by all parties.

        This  Agreement  may be  executed in two or more  counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same instrument.

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


LESSOR  ALLIANCE/INTEROFFICE/KING STREET, INC.
(d/b/a Vantas)

By:  /s/ ?????????????????????????
     -----------------------------
Date:   7-20-99
     -----------------------------


LESSEE: Instant Video Technologies
(If a corporation)

By: /s/ David Morgenstein
    ------------------------------

Title:  C.O.O.
       ---------------------------

Date:     7/16/99
       ---------------------------

     [Corporate Seal]


LESSEE:
(If an individual or partnership)

By:
    ------------------------------

By:
    ------------------------------

Date:
     -----------------------------


                                                       DM Intials  JM Initials
                                                       --          --

                                       6

<PAGE>

EXHIBIT "A"

o    Furnished Private Office

o    24 Hour Access to Suite/Office # 609 and Building  Located at 1800 Diagonal
     Road

o    Furnished, Decorated Reception Room with Professional Receptionist

o    Personalized Telephone Answering During Office Hours

o    24 hour Voicemail

o    4 hours of Conference Room or private furnished  offices,  subject to prior
     scheduling and use by other lessees

o    Corporate Identity on Lobby Directory where Available

o    Complete Mail Room Facility

o    Receipt of Mail and Packages

o    Complete Kitchen Facilities with Coffee Machine

o    Utilities and Maintenance

o    HVAC During Normal Business Hours

o    Janitorial Services

o    8  hours  per  month  courtesy  use  of  other  Alliance  Business  Centers
     affiliated  facilities.   Locations  subject  to  current  affiliation  and
     availability.

EXHIBIT "B" OPERATING STANDARDS

1.   Lessees and their guests will conduct  themselves in a businesslike manner;
     proper  attire will be worn at all times;  and the noise level will be kept
     to a level so as not to interfere with or annoy other Lessees.

2.   Lessee  shall not  provide or offer to provide  any  services  to  Lessor's
     customers if such services are available from Lessor.

3.   Lessee  will not affix  anything to the walls of the  Premises  without the
     prior written consent of the Lessor.

4.   Lessee  will  not  prop  open  any  corridor  doors,  exit  doors  or doors
     connecting corridors during or after business hours.

5.   Lessees  using  public areas may only do so with the consent of the Lessor,
     and those areas must be kept neat and attractive at all times.

6.   Lessee will not conduct any activity  within the Premises,  Executive Suite
     or  Building,  which in the  sole  judgment  of the  Landlord  will  create
     excessive  traffic  or is  inappropriate  to  the  executive  office  suite
     environment.

7.   Lessee may not conduct  business in the corridors or any other areas except
     in its designated  offices or conference  rooms without the written consent
     of Lessor.

8.   All corridors,  halls,  elevators and stairways  shall not be obstructed by
     Lessee or used for any purpose other than normal egress and ingress.

9.   No  advertisement,  identifying  signs or other notices shall be inscribed,
     painted or affixed on any part of the corridors, doors, or public areas.

10.  Without Lessor's specific prior written permission, Lessee is not permitted
     to  place  "mass  market",  direct  mail  or  advertising  (i.e. newspaper,
     classified   advertisements,   yellow  pages,  billboards)  using  Lessor's
     assigned  telephone  number or take any such action  that would  generate a
     excessive of incoming calls.

11.  Lessee  shall not solicit  clients of Lessor or and their  employees in the
     Building without first obtaining Lessor's prior written approval.

12.  Immediately   following  Lessee's  use  of  conference  room  space  and/or
     audio/visual  equipment,  Lessee  shall  clean up and  return the space and
     equipment to the state and  condition  it was in prior to Lessee's  use. If
     not,  Lessor may charge Lessee for any other  expenses  required to restore
     the conference space and/or equipment to its original condition.

13.  Lessor  must be  notified  in  writing if Lessee  desires  to  utilize  the
     conference room or other common areas of the Executive Suite during evening
     or weekend hours. Lessor may deny the Lessee access if the desired usage is
     inappropriate and may disrupt normal operations.

14.  Lessee shall not, without  Lessor's  written consent,  store or operate any
     computer  (except a  desktop/laptop  computer or fax  machine) or any other
     large business machines,  reproduction equipment, heating equipment, stove,
     speakerphones,  radios, stereo equipment or other mechanical  amplification
     equipment,  refrigerator  or coffee  equipment,  or  conduct  a  mechanical
     business,  do any cooking or use or allow to be used on the  Premises  oil,
     burning fluids,  gasoline,  kerosene for heating,  warming or lighting.  No
     article deemed extra  hazardous on account of fire or any explosives  shall
     be brought into said  Premises or Facility.  No offensive  gases,  odors on
     liquids shall be permitted.

15.  Lessee will bring no animals into the Premises or Facility except for those
     assisting disabled individuals.

16.  Lessee shall not remove  furniture  fixtures or  decorative  material  from
     offices or common areas without the written consent of Lessor.


                                                       DM Intials  TG Initials
                                                       --          --
                                       7
<PAGE>

17.  Lessee shall not make any additional  copies of any Lessor issued keys. All
     keys and  security  cards are the  property  of Lessor and must be returned
     upon  request or by the close of the business on the  expiration  or sooner
     termination  of the Agreement  term.  Any lost or unreturned  keys or cards
     shall incur a $25.00 per item charge and the cost to re-key the office.

18.  Lessee  shall  not smoke nor  allow  smoking  in any area of the  Facility,
     including the Premises, and shall comply with all governmental  regulations
     and ordinances concerning smoking.

19.  Lessee shall not allow more than three  visitors in the reception  lobby of
     the Premises at any one time.

20.  Lessee's parking rights (if any) are defined by Lessor's Agreement with the
     owner of the  Building.  Landlord  reserves  the  right to  modify  parking
     arrangements if required to do so by Building management.

21.  Lessee shall  cooperate  and be courteous  with all other  occupants of the
     Facility and Lessor's staff and personnel.

22.  Lessor  reserves  the  right  to  make  such  other  reasonable  rules  and
     regulations  as in its  judgment  may from time to time be  needed  for the
     safety, care, appropriate operation and cleanliness of the Facility.


                                                       DM Intials  TG Initials
                                                       --          --

<PAGE>
<TABLE>

                                             BASIC TERMS OF AGREEMENT

Tenant:                                                       Burstware
Landlord:                                                     Alliance/InterOffice/King Street (d/b/a Vantas)
Term:                                                         23 Days and 12 Months (7/09/99 - 7/31/2000)
Move in date:                                                 August 1st 1999
Move out date:                                                July 31, 2000
Office/Suite No.(s):                                          609
<CAPTION>
                                                 Terms                                  Quantity       Amount        Total
                                                 -----                                  --------       ------        -----
<S>                                            <C>                                    <C>              <C>        <C>
Fixed Monthly Fees:
Conference Room Usage Allowance                Up to 4 hours per month                Per Company        4 Hrs    4 Induded
Fixed Monthly Office Rental:                   Suite(s): 609                           160 sq ft       $855.00      $855.00
Fixed Monthly Furniture Rental:                Set up for two                         2 occupants       $75.00       $75.00
Additional Furniture Rental:                   Waived in initial term                 2nd desk/chair    $50.00       waived
Fixed Monthly Phone Charge:                    per set with speakerphone $125               2          $125.00      $250.00
Fixed Monthly Data lines                       $60 per fax/modem                            1           $60.00       $60.00
Fixed Monthly Network Jacks                    $25 per network jack                         0           $25.00            $
Fixed Monthly T1 Access                        $125 per computer hookup                     1          $125.00      $125.00
Kitchen/Coffee Services                        $30/mo/person                                1           $30.00      $waived
Fixed Monthly Add'l People Charge:             Effective with 3rd full time person      2 occupant     $150.00            $
Flxed Monthly Parking:                         $ll0 per month/per pass                      1          $110.00      $110.00
Fixed Monthly Client Services Package          $120 per office                          1 Office        120.00      $waived
Other Fixed Monthly Charges:                   Telephone Directory listing                  1            $4.00        $4.00

                                                                 Total Fixed Monthly Charges:      $1,479.00

Payment Due at Signing:

Pro Rated Rent                                 Pro-Rated Rent (50% off in August)
1st Months Rent                                                                                        $427.50      $427.50
1st Months Furniture                           Furniture Rent                             For 2         $27.50       $27.50
1st Months Client services Package             $120 per month/office                    1 Office       $120.00      $waived
lst Months Parking                             $ll0 per month/pass                          1          $110.00      $110.00
lst Months Telephone Charges:                  $125 per set with speakerphone               2          $125.00      $250.00
1st Months T1 Access                           $125 per computer/hookup                     1          $125.00      $125.00
1st Months Network Jacks                       $25 per jack                                 0
1st Months Data Line Charges:                  $60 per fax/modem                            1           $60.00       $60.00
Modem Line Installation:                       $150 per line                                1          $150.00      $150.00
Phone Installation Charges                     $150 per line/jack                           2          $150.00      $300.00
T1/Lan Setup Charges:                          $150.00/drop + technical svcs @$125/hr       1          $150.00      $150.00
lst Months Add'l Person                        Per person                               3 or more      $l50 each          $
Start-up Fee                                   Per office $150.00                           1          $150.00      $150.00
Refundable Service Deposit                     Two Month's Rent                                      $1,860.00    $1,860.00
State Tax                     4.5%             Fum $3.38phn ll.25, setup $6.75 data 2.70                $24.08       $24.08

                                        Total First Months rental, charges, deposit and set-up fees:              $3,634,08

<FN>
            State Tax will be calculated for the following services as provided: Production, Furniture, Copies,
             Catering, Additional Furniture, Equipment Rental, Incoming Facsimile, Line Charges, Moves, Adds &
                                  Changes, Office Supplies and Telephone Equipment Rental.
</FN>
</TABLE>

                                                             1
<PAGE>

                             SCHEDULE OF FURNISHINGS

FURNITURE                     COLOR              Condition               Charge

2     Executive Desk(s)

1     Credenza(s)

2     Executive Chair(s)

1     Guest Chair(s)

      Secretarial Desk(s)

      Secretarial Chair(s)

1     Bookcase(s)

      Conference Table(s)

      Lateral File(s)

1     Waste Basket(s)

2     Floor Mat(s)

      Other                   All  Boling   furniture   items  in  609  in  fair
                              condition  to  accommodate  2  occupants  will  be
                              leased as is to Lessee for a monthly rental amount
                              of $75.00. The cost of $50 for the second desk and
                              executive  chair  will be waived  in this  initial
                              term only.

ARTWORK              ___ Framed Picture(s)


Additions/Deletions:________________________ Date: _________________

Comments on Changes: _______________________________________________

Tenant Signature: __________________________ Date: _________________

Landlord Signature ________________________ Date: __________________


                                       2
<PAGE>




SCHEDULE OF KEYS
----------------

Additional keys are $25.00 each.


1 each Key(s) for office/suite (656) door

1      Security PIN Codes for Suite 600

1      Security card for building  1300 Diagonal  Rd. (Card # to be  determined)

Tenant Signature: ___________________________________  Date: __________________

Landlord Signature: ________________________________   Date: __________________


                                                               Initials ________
                                                                        ________

                                       3
<PAGE>

[LOGO]                     LEASE AND SERVICE AGREEMENT
                            INTERNET T1 ACCESS RIDER

RE: Lease and Service Agreement between Burstware and Alliance/InterOffice  King
Street (d/b/a Vantas) ("Agreement").

DATE:___________________________________    CENTER: King Street, #202

TERM OF AGREEMENT:  August 1st 1999 -- July 31, 2000

a.   Provided  Lessee is not in  default  of any of the  terms of the  Agreement
     (including,  without limitation.  the provisions of this Rider) Lessor will
     make  available  to  Lessee  non-exclusive  access  to  Lessor's  dedicated
     Internet T1 data line ("Internet Access").  Lessee shall be entitled to use
     the Internet  Access for web browsing,  e-mail,  file transfers and general
     low  bandwidth use of Internet  technologies.  Lessee's use of the Internet
     Access is not to exceed  256 kbps for over 10 hours in any calendar  month.
     Lessor reserves the right to monitor the average and aggregate usage of the
     Internet Access by Lessee. Fees and charges for the Internet Access will be
     as per Lessor's  scheduled  rates for the same,  which rates are subject to
     change. Lessor reserves the right to charge additional fees and charges for
     the provision of services beyond those described above, including,  without
     limitation,  high  bandwidth  applications,  web hosting or other  Internet
     services,  video  conferencing,  streaming  technologies  and/or use of the
     Internet Access in excess of the allotted amount at Lessor's standard rates
     for same.

b.   In connection with the provision of Internet Access, Lessor will provide an
     Internet  router  and,  at  Lessee's   request  and  for  customary  rates,
     connectivity services.  Unless otherwise agreed, Lessee will be responsible
     for providing workstations and network interface cards. Lessor will provide
     limited  security in connection  with the Internet  Access through  Network
     Address Translation.  Any other additional security desired by Lessee shall
     be  provided at Lessee's  sole cost and expense and shall be  installed  by
     Lessee only upon the prior written consent of Lessor.

c.   Lessee will be  responsible  for any  software  and content  displayed  and
     distributed by Lessee or, if permitted by, Lessee's web hosting  customers,
     if any. Lessee's (and Lessee's  customers') use of the Internet Access will
     be subject to all terms and conditions of the Agreement,  this Rider and to
     applicable  law.  Lessor reserves the right to discontinue the provision of
     Internet  Access  at any  time,  without  liability  to  Lessor,  if Lessor
     determined in its sole  discretion  that Lessee's (or Lessee's  customers')
     use  of  the  Internet  Access  is  inappropriate,   illegal  or  otherwise
     inconsistent  with the  provisions  of the Agreement and this Rider or with
     the rules of proper  etiquette  of  Lessor's  Internet  services  provider,
     Lessee will indemnify Lessor for any claims,  damages, or expenses suffered
     by Lessor  arising  out of or  relating  to the  improper or illegal use by
     Lessee or Lessee's  customers' of the Internet Access,  including,  without
     limitation,  any  such  claims,  damages,  or  expenses  arising  out of or
     relating to any  termination  of Lessor's  Internet  Access by its internet
     services  provider.  Lessor  also may,  in its sole  discretion and without
     any cause or reason whatsoever, terminate the Internet Access upon 30 days'
     written notice to Lessee.

d.   Lessee waives any recourse as against  lessor for any claimed  liability or
     damage  arising  from the  provision  of Internet  Access  (which for these
     purposes shall include the installation by Lessor or its  subcontractors of
     third party software necessary for the provision of such access) as well as
     any  claim  for  business  interruption  (including  loss of data)  and for
     consequential damages. All other terms of the Agreement will remain in full
     force and effect. This  agreement  is subject and  subordinate  to the main
     "Lease and Services Agreement"


ACCEPTED BY LESSOR:                          ACCEPTED BY LESSEE:

By:  /s/ ???????????????                     By:  /s/ ????????????????????
     ------------------------                     ---------------------------
Date:    7-20-99                             Title:      C.O.O.
      -----------------------                       -------------------------
                                             Date:          7-16-99
                                                   --------------------------

<PAGE>

[LOGO]                                        OFFICE SERVICE AGREEMENT
                                              REBATE RIDER

RE: Office Service Agreement ("The Agreement") between BURSTWARE. ("Client") and
ALLIANCE/INTEROFFICE KING STREET, (D/B/A VANTAS)

DATE: July 1, 1999

The  Agreement  in  paragraph 4 provides  that the Client  shall pay, as Monthly
Office Charge, a sum of $930.00.

The parties agree and  understand  that the Monthly  Office Charge  reflects the
market  value  for the use of the  Premises  for the  purpose  described  in the
Agreement

The parties have agreed,  that in  consideration  of the  following,  the Center
shall  accept  instead and in place of the Monthly  Office  Charge  described in
paragraph 4 of the Agreement (the "Original Monthly Office Charge"),  the sum of
$465.00 for the month of August,  1999, in this initial term only. (the "Reduced
Monthly  Office  Charge") such that the Client's  Monthly Office Charge shall be
reduced in July, 1999, by the sum of $465.00

It is hereby agreed as follows:

1.   Paragraph 3 is hereby  modified so that, upon the expiration of the Initial
     Term  of the  Agreement  and  for  the  Renewal  Term  then  beginning,  if
     applicable,  the Client  shall pay as Monthly  Office  Charge the  Original
     Monthly Office Charge.

2.   Upon the  expriation  of any such Renewal  Term,  Client  hereby agrees and
     understands  that  Paragraph  3 of the  Agreement  shall  apply to any such
     renewals.

All other terms and  conditions of the Agreement  shall remain in full force and
effect.


ACCEPTED BY LESSOR:                          ACCEPTED BY LESSEE:

By:  /s/ ???????????????                     By:  /s/ ????????????????????
     ------------------------                     ---------------------------
Date:    7-20-99                             Title:      C.O.O.
      -----------------------                       -------------------------
                                             Date:          7-16-99
                                                   --------------------------