September 14, 1999

Richard B. Jones
6435 Camino Verde Dr.,
San Jose,  CA 95119

RE:  Offer of Employment

Dear Richard:

On behalf of Instant Video  Technologies  Inc., it is my pleasure to make you an
offer of employment as our Chief Financial Officer. In this capacity you will be
reporting to the Chief Operating  Officer or his designated  representative  and
will be responsible for the following duties:

      o       Organize,  build and manage our  accounting  department  including
              account payable and receivable, tax cmpliance, audit requirements,
              and other accounting functions.

      o       Responsible  for  all  financial  matters  including  the  various
              filings with SEC and other regulatory agencies.

      o       Support the CEO in all funding and financing matters as required.

      o       Create business  plans,  pro-forma  financial  statements and make
              presentations to potential investors.

      o       Conduct  "road shows" in an effort to show the viability of IVT to
              the financial community as needed.

      o       Any other duties related to accounting and financial  needs of the
              company.

As an exempt employee, your compensation and benefits are as follows:

Salary                     $150,000 per year.

Stock Options              Subject  to Board  approval,  you will be  granted as
                           soon as  practicable  after you start as an  employee
                           with the Company,  70,000 common stock  options.  The
                           options  will vest over a period  of four  years,  as
                           follows:  17,500  options  will  vest  at the  end of
                           twelve months after the date of grant;  Following the
                           12 month  anniversary  date,  1458  options will vest
                           monthly  thereafter  for 35 months  and 1470  options
                           will vest in the 36th month.  The options will have a
                           term of five  years  from  the  date  of  grant.  The
                           options  will  also  be  subject  to  the  terms  and
                           conditions of an option agreement to be signed at the
                           time the option is granted.

Vacation                   15 days of personal time.

<PAGE>


Benefits                   Eligible  for the  standard  package  as  offered  to
                           employees of Instant Video Technologies.

Options                    Eligible  for all ISO  programs  as  approved  by the
                           Board periodically.

All properly  documented and normal business  expenses will be reimbursed by the
company, and must conform to IRS and company policies and procedures.

You will be eligible  for a  performance  and salary  review  every  twelve (12)
months.  As you know,  we are anxious to fill this position as soon as possible.
This offer valid until  September  17th, 1999 and is contingent upon your review
and signature of this letter and receipt of satisfactory proof of identification
and work  authorization  as required by the Immigration  Reform and Control Act.
IVT reserves the right to perform  background  verifications  of information and
previous employment at company expense.

Your employment and compensation  with Instant Video  Technologies are "at will"
in that  they can be  terminated  with or  without  cause,  and with or  without
notice,  at any  time,  at the  option  of  either  yourself  or  Instant  Video
Technologies,  except as  otherwise  provided  by law.  The terms of this  offer
letter, therefore, do not and are not intended to create an expressed or implied
contract  of  employment  with  Instant  Video   Technologies.   No  manager  or
representative  of  Instant  Video  Technologies  other  than an  Officer of the
company  has  authority  to enter  into any  agreement  for  employment  for any
specified  period of time or to make any agreement or contract to the foregoing,
and any  promises to the  contrary may only be relied upon by you if they are in
writing and signed by an Officer of Instant Video Technologies.

Richard,  let me close by  reaffirming  our belief that the skill and background
you have  brought to Instant  Video  Technologies  will be  instrumental  to the
future success of the company.  The single most important  factor in the success
of  Instant  Video  Technologies  will be our  people.  We look  forward to your
joining us. Please confirm your acceptance of this offer by signing on the space
provided below and returning the copy to me.

Sincerely,


Thomas Koshy
Chief Operating Officer


ACCEPTED:

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Richard B. Jones                               Date