Consult your lawyer before signing this lease --
                      it has important legal consequences.

                                 BUSINESS LEASE

         The  Landlord  and the Tenant  agree to lease the Rental  Space for the
Term and at the Rent stated, as follows:

              (The words Landlord and Tenant include all landlords
                       and all tenants under this Lease.)


Landlord Wagner, Hohns, Inglis              Tenant Instant Video Technology
         ------------------------------            -----------------------------
         print or type                             print or type

         100 High Street                           500 Sansome Street, Suite 503
---------------------------------------     ------------------------------------
Address                                     Address

        Mount Holly, NJ 08060                    San Francisco, California 94111
---------------------------------------     ------------------------------------

Rental Space 575 sq. ft. approx.
             -------------------------------------------------------------------

--------------------------------------------------------------------------------

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in the Building at 100 High Street, Mount Holly, NJ 08060
                   -------------------------------------------------------------
                   Address

Date of Lease October 13, 1999
              -------------------------------

Term 2 yes. w/ 1, 2 yr. option
     ----------------------------------------

     Beginning November 1, 1999
               ------------------------------
     Ending October 31, 2001
            ---------------------------------

Security $675.00, one month's rent
         ------------------------------------

Broker. The Landlord and the Tenant recognize
        TERRA ASSOCIATES & RANCOCAS
        -------------------------------------
        VALLEY REALTY
        -------------------------------------
as the Broker who brought about this Lease. The Landlord shall pay the Broker's
commission.

Liability Insurance. Minimum amounts: for each person injured $5,00,000, for any
one accident $1,000,000, for property damages $500.00

Municipal Real Estate Taxes $    N/A
                                 -------
Base Year 19_________    Percent of Increase _____%

Rent for the Term is $17,100.00
                     ----------
The Rent is payable in advance on the first day of each month, as follows:

$675.00  per month for the first 12 months  due and  payable on the first day of
the month;  $750.00 per month for the second year of the term due and payable on
the first day of each month.  Option Years to be increased based upon the Phila.
CPI with a minimum increase of 3% per term if exercised.
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Use of Rental Space   general professional office
                      ---------------------------

Additional  agreements  LATE  CHARGES:  Tenant shall be  responsible  for a late
charge in the amount of $25.00 in addition to the regular monthly payment if the
rental payment is received after the 10th day of each month.

OPTION:  Tenant shall be responsible to notify the landlord,  in writing, of its
intent to exercise each option of the lease agreement  ninety (90) days prior to
the expiration of the initial term.

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<TABLE>
<CAPTION>
                                                 Table of Contents

<S>                                                                  <C>
 1. Possession and Use                                               16. No Alterations

 2. Delay in Giving of Possession                                    17. Signs

 3. No Assignment or Subletting                                      18. Access to Rental Space

 4. Rent and Additional Rent                                         19. Fire and Other Casualty

 5. Security                                                         20. Eminent Domain

 6. Liability Insurance                                              21. Subordination to Mortgage

 7. Unavailability of Fire Insurance, Rate Increases                 22. Tenant's Certificate

 8. Water Damage                                                     23. Violation, Eviction, Re-entry and Damages

 9. Liability of Landlord and Tenant                                 24. Notices

10. Real Estate Taxes                                                25. No Waiver

11. Acceptance of Rental Space                                       26. Survival

12. Quiet Enjoyment                                                  27. End of Term

13. Utilities and Services                                           28. Binding

14. Tenant's Repairs, Maintenance, and Compliance                    29. Full Agreement

15. Landlord's Repairs and Maintenance
</TABLE>

--------------------------------------------------------------------------------

<PAGE>

1. Possession and Use

     The Landlord  shall give  possession  of the Rental Space to the Tenant for
the Term.  The Tenant shall take  possession of and use the Rental Space for the
purpose  stated  above.  The Tenant  may not use the Rental  Space for any other
purpose without the written consent of the Landlord.

     The Tenant  shall not allow the Rental Space to be used for any unlawful or
hazardous  purpose.  The Tenant is satisfied  that the Rental Space is zoned for
the Use stated.  The Tenant shall obtain any necessary  certificate of occupancy
or other certificate permitting the Tenant to use the Rental Space for that Use.

     The Tenant shall not use the Rental Space in any manner that results in (1)
an increase in the rate of fire or liability  insurance or (2)  cancellation  of
any fire or liability  insurance  policy on the Rental  Space.  The Tenant shall
comply with all  requirements  of the  insurance  companies  insuring the Rental
Space.  The Tenant  shall not abandon the Rental  Space  during the Term of this
Lease or permit it to become vacant for extended periods.

2. Delay in Giving of Possession

     This paragraph  applies if (a) the Landlord  cannot give  possession of the
Rental  Space to the  Tenant on the  beginning  date and (b) the  reason for the
delay is not the Landlord's fault. The Landlord shall not be held liable for the
delay.  The  Landlord  shall then have 30 days in which to give  possession.  If
possession is given within that time, the Tenant shall accept possession and pay
the Rent from that  date.  The  ending  date of the Term  shall not  change.  If
possession  is not given  within that time this Lease may be cancelled by either
party on notice to the other.

3. No Assignment or Subletting

     The Tenant may not do any of the following  without the Landlord's  written
consent:  (a) assign this Lease (if the Tenant is a  corporation,  the sale of a
majority of its shares shall be treated as an assignment), (b) sublet all or any
part of the Rental  Space or (c) permit any other  person or business to use the
Rental Space.

4. Rent and Additional Rent.

         Tenant shall pay the Rent to the Landlord at the Landlord's address.

     If the  Tenant  fails to  comply  with any  agreement  in this  Lease,  the
Landlord may do so on behalf of the Tenant.  The Landlord may charge the cost to
comply,  including  reasonable  attorney's  fees,  to the Tenant as  "additional
rent."  The  additional  rent  shall be due and  payable  as Rent  with the next
monthly Rent payment. Non-payment of additional rent shall give the Landlord the
same rights against the Tenant as if the Tenant failed to pay the Rent.

5. Security

     The  Tenant  has given to the  Landlord  the  Security  stated  above.  The
Security  shall  be held by the  Landlord  during  the Term of this  Lease.  The
Landlord may deduct from the Security any expenses  incurred in connection  with
the Tenant's  violation  of any  agreement  in this Lease.  For example,  if the
Tenant does not leave the Rental Space in good condition at the end of the Term,
the  Security may be used to put it in good  condition.  If the amount of damage
exceeds the Security, the Tenant shall pay the additional amount to the Landlord
on demand.

     If the Landlord  uses the  Security or any part of it during the Term,  the
Tenant shall on demand pay the  Landlord for the amount used.  The amount of the
Security is to remain  constant  throughout  the Term. The Security is not to be
used by the Tenant for the  payment of Rent.  The  Landlord  shall  repay to the
Tenant any balance remaining within a reasonable time after the end of the Term.
The Tenant shall not be entitled to interest on the Security.

     If the Landlord's interest in the Rental Space is transferred, the Landlord
shall turn over the Security to the new Landlord.  The Landlord shall notify the
Tenant of the name and address of the new Landlord.  Notification  must be given
within 5 days after the transfer,  by registered or certified mail. The Landlord
shall  then no longer be  responsible  to the Tenant  for the  repayment  of the
Security.  The new Landlord shall be responsible to the Tenant for the return of
the Security in accordance with the terms of this Lease.

6. Liability Insurance

     The Tenant shall obtain, pay for, and keep in effect for the benefit of the
Landlord and the Tenant  public  liability  insurance on the Rental  Space.  The
insurance  company  and the broker  must be  acceptable  to the  Landlord.  This
coverage must be in at least the minimum amounts stated above.

     All policies shall state that the insurance company cannot cancel or refuse
to renew without at least 10 days written notice to the Landlord.

     The Tenant shall deliver the original  policy to the Landlord with proof of
payment of the first year's  premiums.  This shall be done not less than 15 days
before the Beginning of the Term.  The Tenant shall deliver a renewal  policy to
the Landlord  with proof of payment not less than 15 days before the  expiration
date of each policy.

7. Unavailability of Fire Insurance, Rate Increases

     If due to the Tenant's use of the Rental Space the Landlord  cannot  obtain
and maintain  fire  insurance  on the Building in an amount and form  reasonably
acceptable to the Landlord, the Landlord may cancel this Lease on 30 days notice
to the Tenant. If due to the Tenant's use of the Rental Space the fire insurance
rate is  increased,  the Tenant  shall pay the  increase  in the  premium to the
Landlord on demand.

8. Water Damage

     The Landlord shall not be liable for any damage or injury to any persons or
property  caused  by the  leak or flow of  water  from or into  any  part of the
Building.

9. Liability of Landlord and Tenant

     The  Landlord  shall not be liable  for  injury or damage to any  person or
property unless it is due to the Landlord's act or neglect. The Tenant is liable
for any loss,  injury or damage to any person or  property  caused by the act or
neglect of the Tenant or the  Tenant's  employees.  The Tenant  shall defend the
Landlord from and  reimburse the Landlord for all liability and costs  resulting
from any  injury  or  damage  due to the act or  neglect  of the  Tenant  or the
Tenant's employees.

10. Real Estate Taxes     N/A

11. Acceptance of Rental Space

     The Tenant has  inspected the Rental Space and agrees that the Rental Space
is  in  satisfactory  condition.  The  Tenant  accepts  the  Rental  Space  with
modifications. See Addendum No. 30.

12. Quiet Enjoyment

     The Landlord has the right to enter into this Lease. If the Tenant complies
with  this  Lease,  the  Landlord  must  provide  the  Tenant  with  undisturbed
possession of the Rental Space.

13. Utilities and Services

     The Tenant shall arrange and pay for all  utilities  and services  required
for the Rental Space, including the following:

     NONE. Telephone and cleaning service.

     The Landlord shall pay for the following utilities and services:  All Other
Utilities.

     The  Landlord  is not liable for any  inconvenience  or harm  caused by any
stoppage  or  reduction  of  utilities  and  services  beyond the control of the
Landlord. This does not excuse the Tenant from paying Rent.



<PAGE>



14. Tenant's Repairs, Maintenance, and Compliance

     The Tenant shall:

          (a) Promptly comply with all laws,  orders,  rules and requirements of
governmental  authorities,  insurance carriers,  board of fire underwriters,  or
similar groups.

          (b) Maintain the Rental Space and all  equipment and fixtures in it in
good repair and appearance.

          (c) Make all  necessary  repairs to the Rental Space and all equipment
and fixtures in it, except structural repairs.

          (d)  Maintain the Rental Space in a neat,  clean,  safe,  and sanitary
condition, free of all garbage.

          (f) Use all  electric,  plumbing  and other  facilities  in the Rental
Space safely.

          (g) Use no more  electricity  than the wiring or feeders to the Rental
Space can safely carry.

          (h) Promptly replace all broken glass in the Rental Space.

          (i) Do nothing to destroy,  deface,  damage, or remove any part of the
Rental Space.

          (j) Keep nothing in the Rental Space which is  inflammable,  dangerous
or explosive or which might increase the danger of fire or other casualty.

          (k) Promptly notify the Landlord when there are conditions  which need
repair.

          (l) Do nothing to destroy the peace and quiet of the  Landlord,  other
tenants or persons in the neighborhood.

          (m) Avoid littering in the building or on its grounds.

     The Tenant shall pay any expenses involved in complying with the above.

15. Landlord's Repairs and Maintenance

     The Landlord shall:

          (a)  Maintain  the  public  areas,  roof  and  exterior  walls in good
condition.

          (b)  Make  all  structural  repairs  unless  these  repairs  are  made
necessary by the act or neglect of the Tenant or the Tenant's employees.

          (c) Make necessary replacements of the plumbing,  cooling, heating and
electrical  systems,  except  when made  necessary  by the act or neglect of the
Tenant or the Tenant's employees.

          (d) Maintain the elevators in the Building, if any.

16. No Alterations

     The  Tenant  may not make any  changes or  additions  to the  Rental  Space
without the Landlord's  written  consent.  Any changes or additions made without
the Landlord's written consent shall be removed by the Tenant on demand.

     All changes or additions  made with the  Landlord's  written  consent shall
become the property of the Landlord  when  completed and paid for by the Tenant.
They  shall  remain  as part of the  Rental  Space at the end of the  Term.  The
Landlord  may demand that the Tenant  remove any changes or additions at the end
of the Term.  The  Tenant  shall  promptly  pay for all  costs of any  permitted
changes or additions.  The Tenant shall not allow any  mechanic's  lien or other
claim to be filed  against the  Building.  If any lien or claim is filed against
the Building, the Tenant shall have it promptly removed.

17. Signs

     The Tenant shall obtain the Landlord's  written  consent before placing any
sign on or about the  Rental  Space.  Signs  must  conform  with all  applicable
municipal ordinances and regulations.

18. Access to Rental Space

     The Landlord shall have access to the Rental Space on reasonable  notice to
the  Tenant  to (a)  inspect  the  Rental  Space  (b)  make  necessary  repairs,
alterations,  or  improvements,   (c)  supply  services,  and  (d)  show  it  to
prospective buyers, mortgage lenders, contractors or insurers.

     The Landlord may show the Rental Space to rental  applicants  at reasonable
hours on notice to the Tenant within 6 months before the end of the Term.

     The Landlord  may enter the Rental Space at any time without  notice to the
Tenant in case of emergency.

19. Fire and Other Casualty

     The Tenant shall notify the Landlord at once of any fire or other  casualty
in the  Rental  Space.  The Tenant is not  required  to pay Rent when the Rental
Space is unusable.  If the Tenant uses part of the Rental Space, The Tenant must
pay Rent pro-rata for the usable part.

     If the Rental Space is  partially  damaged by fire or other  casualty,  the
Landlord  shall repair it as soon as possible.  This  includes the damage to the
Rental  Space and  fixtures  installed by the  Landlord.  The Landlord  need not
repair or replace anything installed by the Tenant.

     Either  party may cancel  this  Lease if the Rental  Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor  chosen by the Landlord and the Tenant
will be binding on both parties.

     This Lease shall end if the Rental Space is totally  destroyed.  The Tenant
shall pay Rent to the date of destruction.

     If the fire or other casualty is caused by the act or neglect of the Tenant
or the Tenant's  employees,  the Tenants shall pay for all repairs and all other
damage.

20. Eminent Domain

     Eminent  domain is the right of a government  to lawfully  condemn and take
private  property for public use. Fair value must be paid for the property.  The
taking occurs either by court order or by deed to the condemning  party.  If any
part of the Rental  Space is taken by eminent  domain,  either  party may cancel
this lease on 30 days  notice to the other.  The entire  payment  for the taking
shall  belong to the  Landlord.  The Tenant shall make no claim for the value of
this Lease for the remaining part of the Term.

21. Subordination to Mortgage

     In a foreclosure  sale all mortgages  which now or in the future affect the
Building have priority over this Lease. This means that the holder of a mortgage
may end this  Lease on a  foreclosure  sale.  The  Tenant  shall sign all papers
needed to give any mortgage priority over this Lease. If the Tenant refuses, the
Landlord may sign the papers on behalf of the Tenant.

22. Tenant's Certificates

     At the request of the Landlord, the Tenant shall sign a certificate stating
that (a) this Lease has not been amended and is in effect,  (b) the Landlord has
fully performed all of the Landlord's  agreements in this Lease,  (c) the Tenant
has no rights to the Rental Space except as stated in this Lease, (d) the Tenant
has paid all Rent to date,  and (e) the  Tenant  has not paid Rent for more than
one month in advance.  The Certificate shall also list all the property attached
to the Rental Space owned by the Tenant.

23. Violation, Eviction, Re-entry and Damages

     The Landlord  reserves a right of re-entry which allows the Landlord to end
this Lease and re-enter the Rental Space if the Tenant violates any agreement in
this Lease. This is done by eviction.  Eviction is a court procedure to remove a
tenant.  This is done by  eviction.  Eviction is a court  procedure  to remove a
tenant.  Eviction  is  started  by the  filing of a  compliant  in court and the
service of a summons on a tenant to appear in court. The Landlord may also evict
the Tenant for any one of the other grounds of good cause provided by law. After
a court  order of eviction  and  compliance  with the  warrant of  removal,  the
Landlord may re-enter and take back possession of the Rental Space. If the cause
for  eviction is  non-payment  of Rent,  notice does not have to be given to the
Tenant before the Landlord


<PAGE>


files a complaint.  If there is any other cause to evict, the Landlord must give
to the Tenant the notice  required by law before the Landlord  files a complaint
for eviction.

     The Tenant is liable for all damages  caused by the  Tenant's  violation of
any agreement in this Lease. This includes reasonable attorney's fees and costs.

     After  eviction  the  Tenant  shall  pay the Rent for the Term or until the
Landlord  re-rents the Rental  Space,  if sooner.  If the Landlord  re-rents the
Rental  Space  for  less  than the  Tenant's  Rent,  the  Tenant  shall  pay the
difference  until the end of the Term.  The Tenant  shall not be entitled to any
excess  resulting  from  the  re-renting.  The  Tenant  shall  also  pay (a) all
reasonable  expenses  incurred by the Landlord in preparing the Rental Space for
re-renting and (b) commissions paid to a broker for finding a new tenant.

24. Notices

     All  notices  given  under this Lease must be in  writing.  Each party must
accept and claim the notices given by the other.  Unless  otherwise  provided by
law, they may be given by (a) personal  delivery,  or (b) certified mail, return
receipt  requested.  Notices  shall be  addressed to the Landlord at the address
written at the beginning of this Lease and to the Tenant at the Rental Space.

25. No Waiver

     The  Landlord's  failure to enforce any  agreement  in this Lease shall not
prevent the Landlord from enforcing the agreement for any  violations  occurring
at a later time.

26. Survival

     If any  agreement  in this Lease is contrary to law,  the rest of the Lease
shall remain in effect.

27. End of Term

     At the end of the Term the Tenant  shall (a) leave the Rental  Space clean,
(b) remove all of the Tenant's  property,  (c) remove all signs and restore that
portion of the Rental  Space on which  they were  placed,  (d) repair all damage
caused by moving,  and (e) return the Rental  Space to the  Landlord in the same
condition  as it was at the  beginning  of the Term  except for normal  wear and
tear.

     If the Tenant leaves any property in the Rental Space, the Landlord may (a)
dispose of it and charge the Tenant for the cost of disposal,  or (b) keep it as
abandoned property.

28. Binding

     This Lease binds the  Landlord  and the Tenant and all parties who lawfully
succeed to their rights or take their places.

29. Full Agreement

     The parties have read this Lease. It contains their full agreement.  It may
not be changed except in writing signed by the Landlord and the Tenant.

30. The landlord agrees to replace carpeting within the open outer office area,
at landlord's expense prior to tenancy.


Signatures

     The  Landlord  and the  Tenant  agree to the terms of this Lease by signing
below. If a party is a corporation, this Lease is signed by its proper corporate
officers and its corporate seal is affixed.

Witnessed or attested by:


--------------------------------------
As to Landlord


--------------------------------------


--------------------------------------   SEAL
Richard S. Merkhofer          Landlord

WAGNER, HOHNS, INGLIS
--------------------------------------   SEAL
                              Landlord
/s/ Thomas Koshy
--------------------------------------   SEAL
Thomas Koshy                    Tenant

INSTANT VIDEO TECHNOLOGY
--------------------------------------   SEAL
CHIEF OPERATING OFFICER
OCTOBER 21,1999