LEASE





                               Feberuary 15, 1993






                                 By and Between





                           500 SANSOME STREET COMPANY,
                             a limited partnership,

                                    Landlord




                                       and




                       INSTANT VIDEO TECHNOLOGIES, INC.,
                             a Delaware corporation


                                     Tenant


<PAGE>




                                   INDEX TO LEASE


           Headings                                               PAGE
           --------                                               ----

     1.    Parties                                                  1
     2.    Term                                                     1
     3.    Use                                                      1
     4.    Rent                                                     1
     5.    Services                                                 4
     6.    Landlord's Title                                         5
     7.    Certain Rights Reserved Landlord                         5
     8.    Default Under Other Lease                                6
     9.    Waiver Of Certain Claims                                 6
     10.   Holding Over                                             7
     11.   Assignment And Subletting                                7
     12.   Condition Of Premises                                    9
     13.   Alterations                                              9
     14.   Use Of Premises                                          10
     15.   Repairs                                                  11
     16.   Untenantability                                          12
     17.   Eminent Domain                                           13
     18.   Compliance With Law                                      13
     19.   Default                                                  14
     20.   Insolvency Or Bankruptcy                                 15
     21.   Notices                                                  15
     22.   Subordination Of Lease                                   16
     23.   Taxes Payable By Tenant                                  17
     24.   Miscellaneous                                            17
     25.   Alterations By Landlord                                  18
     26.   Insurance                                                18
     27.   Attorney's Fees                                          19
     28.   Successors And Assigns                                   19
     29.   Surrender Of Lease                                       19
     30.   Captions                                                 20
     31.   Sale By Landlord                                         20
     32.   Improvements To Premises                                 20
     33.   Energy Conservation                                      20
     34.   Late Charges                                             20
     35.   Additional Charges                                       21
     36.   Right to Expand                                          21
     37.   Landlord's Right To Terminate                            21
     38.   Landlord's Right to Relocate                             21
     39.   Security Deposit                                         21



Attachments
-----------
Exhibit "A"          Premises
Exhibit "B"          Work Letter
Exhibit "C"          Rules and Regulations


                                        i


<PAGE>


         1.  Parties.  500  Sansome  Street  Company,  (a limited  partnership),
Landlord,  leases to Instant Video Technologies,  Inc. (a Delaware corporation),
Tenant,  those  premises  consisting  of Suite 503  containing  an  aggregate of
approximately 2,328 rentable square feet, of that certain  eight-story  building
known as 500 Sansome  Street,  San  Francisco,  California,  which  premises are
designated on Exhibit "A" attached  hereto and made a part hereof.  Said remises
are hereinafter called "premises".

         2. Term.  The term of this lease  shall be for one (1) year  commencing
February 16, 1993, and terminating February 15, 1994,  inclusive.  Tenant shall,
at least ninety (90) days before the expiration of the term of this lease,  give
to Landlord written notice of Tenant's  intention to surrender the premises upon
expiration of the term of this lease.

         3. Use. The  premises  are to be used for  business  offices and for no
other business or purpose without the prior written consent of Landlord.

         4. Rent And  Other  Payments.  Tenant  shall  pay to  Landlord  without
deduction or offset, at 500 Sansome Street, San Francisco, Suite 303, California
94111, or elsewhere as designated from time to time by Landlord's notice:

                  (a) Basic Rental.

                           (i) Upon execution of the lease, Twelve Thousand Four
Hundred  Sixteen  Dollars  ($12,416.00  shall be deposited with Landlord,  Three
Thousand  One  Hundred  Four  Dollars  ($3,104.00)  of which is to be applied as
rental for the first  month's rent due and the balance held as security  deposit
for the term of the lease.

                           (ii) Tenant shall pay to Landlord,  without deduction
or offset,  the sum of Three Thousand One Hundred Four Dollars  ($3,104.00),  as
basic rental for the premises,  payable in advance  promptly on the first day of
every calendar month of the term, and a pro rata

                                        1

<PAGE>


portion  thereof at the current rent for  fractions of a month if the term shall
be  commenced or  terminated  on any day other than the first or last day of any
month.

                  (b) Operating Costs and Taxes.

                           (i) Operating Costs. Tenant shall pay to Landlord, at
the time hereinafter set forth in this  subparagraph (b), 1.577 percent (1.577%)
of any increase in  Landlord's  "operating  costs" (as that term is  hereinafter
defined) for the  building in which the premises is located over such  operating
costs for the calendar year 1993 ("base cost year").

                           The term "operating costs" shall mean those costs and
expenses of Landlord  which, in accordance  with generally  accepted  accounting
principles as applied to the  management,  operation and  maintenance  of office
building,  are properly chargeable to the management,  operation and maintenance
of the building in which the premises is located.  Such  expenses  shall include
but not be limited to, all  management  office  expenses  and  management  fees,
repairs other than repairs constituting capital expenditures,  garbage and waste
disposal,  energy savings  devices,  insurance  premiums  (including  earthquake
insurance  premiums),  license,  permit and inspection  fees,  utility and sewer
usage taxes and charges (as  distinguished  from charges for  utilities),  heat,
light,  water,  power,  steam, air  conditioning and other services,  janitorial
services,  elevator  and  other  maintenance  contracts,  security  guards,  and
facilities and contracts relating thereto.

                           (ii) Taxes. Tenant shall pay to Landlord, at the time
hereinafter set forth in this  subparagraph  (b), 1.577 percent  (1.577%) of any
increase  in  property  taxes  (as that  term is  hereinafter  defined)  for the
building in which the premises is located over and above such property taxes for
the base year July 1, 1992 to June 30, 1993.

                           The term  "property  taxes" shall  include but not be
limited to real and personal property taxes (secured and unsecured),  any tax or
charge  levied  wholly  or partly in lieu of real or  personal  property  taxes,
general and special assessments,  business taxes, gross receipts taxes, taxes or
charges on rentals (as distinguished from rents), governmental charges or levies
of any kind and nature for public improvements,  services or benefits whether or
not  such  charges  or  levies  became  a lien on the  premises  and the cost of
contesting  by  appropriate  proceedings  the amount or  validity  of any of the
aforementioned taxes and charges; only

                                       2

<PAGE>


excluding from the foregoing those taxes on the net income of Landlord  commonly
referred  to as income  taxes,  unless  such income tax is in lieu of any of the
aforementioned  taxes or charges,  and taxes  otherwise  included  in  operating
costs.  Should,  at any time  during  the  term of this  lease,  property  taxes
decrease below the 1992-93 base year,  Landlord  shall adjust  property tax base
rate to the then current tax base rate.

                           (iii) Estimated Monthly Payments. Tenant shall pay to
Landlord an amount estimated by Landlord to be Tenant's share of operating costs
and  property  taxes  payable  pursuant  to this  subparagraph  (b) for the then
current  year.  Such payment shall be made on the first day of each month during
the term,  commencing on the date the term  commences or on the first day of the
month  following  the month the term  commences  if the term  commences on a day
other than the first day of the month, and shall be one-twelfth  (1/12th) of the
operating  costs and  property  taxes which are  estimated to be payable for the
then current year.

                           Landlord shall  calculate such sum payable  hereunder
based upon the operating  costs and property  taxes paid by Landlord  during the
respective  year  immediately  preceding  the year in which the payment is to be
made hereunder. Landlord shall have the right to increase such calculations from
time to time based upon any changes in operating costs and property taxes.

                           (iv) Annual Determination and Adjustment.  Within one
hundred-twenty  (120) days after the end of each  calendar  year,  including the
calendar year in which this lease expires or terminates,  Landlord shall furnish
to Tenant a statement of the total  operating  costs and property  taxes for the
calendar  year and  Tenant's  share of any  increases  payable  pursuant to this
subparagraph  (b). If Tenant's share of any such  increases  exceeds the monthly
payments  made by Tenant  pursuant to this  subparagraph  (b),  Tenant shall pay
Landlord the  deficiency  within ten (10) days after receipt of such  statement;
and if Tenant's  share of any such  increases is less than the monthly  payments
made by Tenant pursuant to this  subparagraph (b), Landlord shall pay Tenant the
excess at the time Landlord  furnished  such  statement to Tenant.  Tenant shall
make such  payments  whether  or not  Tenant  occupies  the  premises  when such
payments are due.

                           The annual  determination  and statement of operating
costs and property taxes shall be made by a certified public accountant selected
by Landlord. The

                                        3

<PAGE>


statement of said certified  public  accountant  shall be final and binding upon
Landlord and Tenant.

                  (c) Tenant shall pay as additional rent,  within ten (10) days
after Landlord renders statements of account  therefore,  any and all other sums
required to be paid under this lease  whether or not the same may be  designated
as additional rent.

         5. Landlord shall provide:

                  (a) Janitorial  Service.  Janitorial  service in and about the
premises.  If Tenant or  tenants  who occupy an entire  floor so desire,  and if
Landlord agrees,  said Tenant or tenants may provide his or their own janitorial
service  subject  always  to the  supervision  of  Landlord,  but  at  the  sole
responsibility and cost of Tenant or tenants.

                  (b)  Heat,  Air-Conditioning.  When in  Landlord's  reasonable
judgment heat and/or air-conditioning is necessary for comfortable occupation of
the premises,  it will be furnished  during  normal  business  hours,  except on
Saturdays,  Sundays and holidays,  subject,  however, to applicable governmental
laws, rules and  regulations.  Holidays are defined to include all of those days
so  indicated  in the  contract  negotiated  by  Building  Owners  and  Managers
Association  with the  representative  unions  during the year,  so long as such
holidays are reasonable in number and duration and heat and/or  air-conditioning
will be provided on those days that the general  business  community of the area
is open for business.  If Tenant desires HVAC during other than regular business
hours,  Landlord  shall use  reasonable  efforts to furnish  such service upon a
twenty-four  hour  notice from Tenant and Tenant  shall pay  Landlord's  charges
therefor on demand.

                  (c) Water. Water for ordinary purposes connected with Tenant's
stated use of the premises,  drawn through fixtures  installed by Landlord or by
Tenant with Landlord's written consent. Tenant shall pay at prevailing rates for
water used for any purpose other than ordinary purposes.

                  (d) Elevator  Service.  Elevator  service will be furnished at
all times except when closed for repairs, maintenance or cleaning.

                  (e)  Electricity.  Except as provided in  subparagraph  (b) of
Paragraph 4, Landlord will make no charge for reasonable use of electric current
for lighting purposes,

                                        4

<PAGE>


ordinary office machines and computer systems. Tenant shall pay for the quantity
used by Tenant  beyond the normal  business  hours at rates  fixed by the public
utility  company  furnishing  electric  current  to the  building  in which  the
premises is located.  Tenant's failure to pay promptly Landlord's proper charges
for electricity  shall entitle Landlord upon not less than ten (10) days' notice
to discontinue  furnishing electric current to Tenant and no such discontinuance
shall be deemed an eviction or disturbance  of Tenant's use of the premises,  or
render  Landlord  liable for  damages  or relieve  Tenant  from  performance  of
Tenant's obligations.

                  (f)  Toilet  Facilities.  Toilet  facilities  for both men and
women.  Landlord does not warrant that any of the above  mentioned,  or Tenant's
possession,  occupation or use of the premises  will be free from  interruptions
caused by  repairs,  renewals,  improvements,  alterations,  strikes,  lockouts,
accidents,  inability of Landlord to obtain fuel or supplies,  or other cause or
causes  beyond the  reasonable  control of Landlord.  Any such  interruption  of
service, or Tenant's possession,  occupation or use of the premises, shall never
be deemed an  eviction or  disturbance  of Tenant's  use and  possession  of the
premises or any part thereof,  or render  Landlord liable to Tenant for damages,
or relieve Tenant from performance of Tenant's obligations under this lease.

                  (g)  Normal  Business  Hours.  Normal  business  hours for the
building  are 7:00 a.m. to 6:00 p.m.  Monday  through  Friday.  Excepting  legal
holidays,  Landlord reserves the right to close and keep locked all entrance and
exit doors of the building at all other times and during such  further  hours as
Landlord may deem advisable for the adequate  protection of the building and the
property of its Tenants.

         6. Landlord's  Title.  Landlord's title is and always will be paramount
to the title of Tenant,  and nothing herein contained shall empower Tenant to do
any act which can, shall or may encumber the title of Landlord.

         7. Certain Rights Reserved  Landlord.  Landlord  reserves the following
rights:  (a) to change the name or street address of the premises without notice
or liability of Landlord to Tenant; (b) to designate all sources furnishing sign
painting and lettering,  mineral water,  towels and toilet  supplies used on the
premises; (c) during the last ninety (90) days of the term or any

                                        5

<PAGE>


part thereof,  if during or prior to that time Tenant  vacates the premises,  to
decorate,   remodel,  repair,  alter  or  otherwise  prepare  the  premises  for
occupancy;  (d) to at all times have pass keys to the premises; (e) to grant the
exclusive  right to  conduct  any  particular  business  or  undertaking  in the
premises;  (f) to provide such security in the building in which the premises is
located  during  normal  business  hours  as in its  discretion  Landlord  deems
necessary;  (g) to enter the premises at all reasonable  hours for  inspections,
repairs,  alterations  or  additions  to the  premises,  and during the last one
hundred-eighty (180) days of this lease to exhibit the premises to others and to
display  "For  Rent"  signs;  and (h) to  enter  the  premises  for any  purpose
whatsoever related to the safety,  protection,  and preservation of the premises
or Landlord's interest and to require temporary evacuation of all personnel from
the  premises in the event of any  emergency,  whether real or  threatened,  all
without  being deemed guilty of an eviction or  disturbance  of Tenant's use and
possession and without being liable in any manner to Tenant.

         8. Default Under Other Lease. If the term of any lease, other than this
lease, made by Tenant in the premises, shall be terminated or terminable,  after
the  making of this  lease,  because of any  default by Tenant  under such other
lease, such fact shall empower Landlord, at Landlord's sole option, to terminate
this lease by notice to Tenant.

         9. Waiver of Certain Claims.  Landlord shall not be liable,  and Tenant
waives all claims,  for damages to person or property sustained by Tenant or any
occupant or visitor of or to the  premises,  resulting  from the premises or any
part of it or any equipment or appurtenance becoming out of repair, or resulting
from any accident in or about the premises,  or resulting directly or indirectly
from any act or neglect  of any tenant or  occupant  of the  premises  or of any
other  person  including  any act of  Landlord or his agent in  connection  with
security in the  building in which the  premises is located,  except that due to
Landlord's or his agents' willful misconduct or negligence. Without limiting the
generality of the  foregoing,  such  limitation  and waiver shall include damage
caused by water, snow, frost,  steam,  excessive heat or cold, sewage, gas odors
or noise or the  bursting  or leaking of pipes or  plumbing  fixtures  and shall
apply equally  whether any such damage  results from the act or neglect of other
tenants,  occupants  or servants of the  premises  or of any other  person,  and
whether such damage be

                                       6

<PAGE>


caused or result from any thing or circumstance  above mentioned or referred to,
or any  other  thing or  circumstance  whether  of a like  nature or of a wholly
different  nature.  If any such damage  results from any willful  misconduct  or
negligence of Tenant,  Landlord may, at Landlord's  option,  repair such damage,
whether caused to the premises or to tenants thereof, and Tenant shall thereupon
pay to Landlord the total cost of such repairs and damages, both to the premises
and to the tenants  thereof.  Tenant  covenants and agrees to indemnify and save
Landlord  harmless  against  and from any and all  loss,  cost,  damage,  claim,
liability or expense including,  but not limited to, reasonable attorney's fees,
arising out of or resulting  from any injury or claim of injury of any nature or
sort  whatsoever to any person or property  suffered or received in or about the
premises at any time during the term hereof  including  any damage in connection
with  security in the  building in which the  premises is located,  or resulting
from any willful  misconduct or  negligence of Tenant in the premises  which may
cause injury to persons or property  outside of the premises,  or arising out of
any failure of Tenant in any respect to comply with any of the  requirements  or
provisions  of this lease;  provided,  however,  such  indemnity  shall  exclude
matters resulting from Landlord's willful misconduct or negligence. All personal
property  belonging to Tenant or any occupant of the premises  shall be there at
the risk of Tenant or such other person only,  and Landlord  shall not be liable
for any damage thereto or the theft or misappropriation thereof.

         10. Holding Over. If tenant holds possession hereunder after expiration
of the terms of this lease,  without prior written  consent of Landlord,  Tenant
shall,  at the  option of  Landlord,  become a tenant  from  month to month at a
monthly  rate 50 percent  (50%) higher than the then  prevailing  rental paid by
Tenant at the expiration of the term of this lease.  The foregoing  shall not be
considered  a  waiver  of  Landlord's  rights  of  reentry  or any  other  right
hereunder.

         11. Assignment and Subletting.

                  (a) Tenant  shall not (i)  assign or convey  this lease or any
interest  under it;  (ii) allow any  transfer  hereof or any lien upon  Tenant's
interest by operation of law; (iii) sublet the premises or any part thereof,  or
(iv) permit the use or  occupancy of the premises or any part thereof by any one
other than Tenant; provided, however, Tenant may assign a Tenant's interest

                                        7

<PAGE>


in this lease with the prior  written  consent of Landlord,  which consent shall
not be unreasonably withheld. Landlord, as a condition for Landlord's consent to
any  assignment,  may require the assignee to assume in writing all of the terms
and conditions of this lease on the part of Tenant to be performed.  If Landlord
shall  consent  to any  assignment,  neither  Tenant nor any  assignee  shall be
relieved of any liability  hereunder and in the event of default by any assignee
in the  performance  of any of the terms  hereof,  no notice of such  default or
demand of any kind need be  served  on  Tenant or  assignee  to hold him or them
liable to  Landlord.  Landlord  may consent to  subsequent  assignments  without
notifying  Tenant or any assignee  and without  obtaining  his or their  consent
thereto.  Consent  to any such  assignment  shall not  operate as a waive of the
requirement of the consent of Landlord to any subsequent assignment.

                  (b) (i) In the event that Tenant  shall,  at any time or times
during the term of this  lease,  assign  this lease or sublet all or part of the
premises,  Tenant shall pay to Landlord an amount  equal to 50 percent  (50%) of
all bonus rent  received  by Tenant  directly or  indirectly  in respect of such
assignment or sublease.  For this purpose,  "bonus rent" shall mean, in the case
of an  assignment,  all  consideration  so  received  in excess of the rents and
charges  reserved  under  this  lease,  as reduced  by the  following  costs and
expenses  incurred in connection  with the assignment or sublease:  a reasonable
brokerage commission,  reasonable  attorneys' fees,  reasonable  advertising and
other costs,  the cost of  improvements  installed by Tenant at its sole cost in
connection  with a sublease,  which cost shall,  for purposes of calculating the
amount of bonus  rent and the  installments  thereof  payable  to  Landlord,  be
amortized  over a period  beginning  upon the effective date of the sublease and
ending upon the expiration of the term hereof,  or if later,  upon the date that
the term would end if Tenant exercised each and all of the options to extend the
term herein provided.

                           (ii) The  aforesaid  percentage  of each  payment  or
installment  of bonus rent shall be paid to Landlord at the time such payment or
installment  is payable  pursuant  to the terms of the  assignment,  sublease or
other agreement or arrangement.  The assignee or sublessee shall,  upon assuming
the obligations of Tenant under this lease,  become jointly and severally liable
to Landlord for the payment of Landlord's share of Bonus Rent.

                           (iii) In the  event  that  Landlord  and  Tenant  are
unable  to agree on the  amount  of bonus  rent,  the  amount  thereof  shall be
determined by an appraisal of 100 percent

                                       8

<PAGE>


(100%) of the then fair market  rental value of the premises or, in the event of
a sublease of less than all of the  premises,  the then fair market rental value
of the portion of the premises subleased.

         12.  Condition of  Premises.  Within  fifteen (15) days after  Tenant's
taking possession of the premises it shall be considered  conclusive evidence as
against Tenant that the premises were in good order and  satisfactory  condition
when Tenant took possession. No promise of Landlord to alter, remodel or improve
the premises and no representation  respecting the condition of the premises has
been made by Landlord to Tenant,  unless the same is contained herein, or made a
part hereof by attachment as Exhibit "B", entitled "Work Letter".  Tenant waives
all right to make  repairs  at the  expense of  Landlord,  or to deduct the cost
thereof  from the rent.  This lease  does not grant any rights to light,  air or
view  over  property.  At the  termination  of this  lease  by  lapse of time or
otherwise,  Tenant shall return the premises in as good condition as when Tenant
took  possession,  ordinary  wear  and  loss by fire  excepted;  failing  which,
Landlord  shall restore to such condition and Tenant shall pay the cost thereof.
Tenant may remove any floor  covering  laid by Tenant,  provided (a) Tenant also
removes all nails,  tacks,  paper,  glue,  bases and other vestiges of the floor
covering,  and restores the floor surface to the condition  existing before such
floor covering was laid, or (b) Tenant pays to Landlord,  upon request, the cost
of  restoring  the floor  surface to such  condition.  If Tenant does not remove
Tenant's floor coverings,  radiator covers,  drapes,  built-in  furniture and/or
appliances  and other like  equipment  from the premises prior to the end of the
term, Tenant shall be conclusively presumed to have abandoned the same and title
thereto shall thereby pass to Landlord  without payment or credit by Landlord to
Tenant.

         13. Alterations.  Tenant shall not make any alterations in or additions
to the  premises  without  Landlord's  prior  written  consent in each and every
instance,  and, if such consent be sought, shall comply, before any work is done
or any materials are delivered on the premises or into the building in which the
premises is located, with Landlord's request for plans, specifications, names of
contractors, copies of contracts, necessary permits, and indemnification against
liens, costs, damages and expense of all kinds, and shall submit to Landlord's

                                        9

<PAGE>


supervision over operations during construction. Tenant shall notify Landlord in
writing at least five (5) days in advance of  commencement  of  construction  in
order to give  Landlord time to post Notices of  Non-responsibility,  and Tenant
shall keep the premises free of any liens or encumbrances  in any event.  Tenant
shall carry adequate liability insurance to protect Landlord against any and all
damage  or loss  suffered  by  anyone  resulting  from any such  alterations  or
construction  work; and said insurance policy or policies shall name Landlord as
an  additional  insured.  All  additions,  hardware,  fixtures or  improvements,
temporary or permanent,  except  movable  furniture  and equipment  belonging to
Tenant, in or upon the premises,  whether installed by Tenant or Landlord, shall
be Landlord's  property and shall remain upon the premises upon  termination  of
the term of this lease by lapse of time or otherwise,  all without compensation,
allowance  or credit  to  Tenant.  Tenant  shall  have the right to remove  said
movable furniture and equipment  belonging to Tenant prior to the termination of
the term or Tenant's right of possession  only if Tenant is then not in default.
Landlord  shall have a lien on said  moveable  furniture and equipment to secure
the performance of Tenant's covenants hereunder, but such lien shall not deprive
Landlord of the right to attachment or any other creditor's  rights given by law
in the absence of security, or other remedies provided in this lease.

         14. Use of Premises. Tenant will occupy and use the premises during the
term for the purpose above specified and none other;  will not exhibit,  sell or
offer for sale on the premises  any article or thing  whatsoever  (except  those
articles and things  essentially  connected with the stated use of the premises)
without the prior written  consent of Landlord;  will not make or permit any use
of the  premises  which,  directly or  indirectly,  is  forbidden by public law,
ordinance or governmental  regulation or which may be dangerous to life, limb or
property;  will not use or permit the use of any loud  speakers or other similar
devices or system or of any  equipment or apparatus  which may be heard  outside
the premises and will comply with the rules and  regulations  attached hereto as
Exhibit  "C" and  made a part  hereof,  and  such  other  reasonable  rules  and
regulations as Landlord may hereafter  adopt and make known to Tenant by written
notice.

         Tenant  shall  not do or  permit  anything  to be done in or about  the
premises nor bring or keep  anything  therein which will in any way increase the
existing rate of or affect any

                                       10

<PAGE>


fire or other  insurance  upon the  building in which the premises is located or
any of its contents,  or cause any cancellation of any insurance policy covering
said building or any part thereof of any of its contents. Tenant shall not do or
permit  anything  to be done in or  about  the  premises  which  will in any way
obstruct  or  interfere  with the rights of other  tenants or  occupants  of the
building  in which the  premises  is  located  or injure or annoy them or use or
allow  the  premises  to  be  used  for  any  improper,   immoral,  unlawful  or
objectionable  purpose, nor shall Tenant cause,  maintain or permit any nuisance
in, on or about the premises.  Tenant shall not commit or suffer to be committed
any waste in or upon the premises.  The  provisions of this Paragraph 14 are for
the benefit of Landlord  only and are not nor shall they be  construed to be for
the benefit of any tenant or occupant of the  building in which the  premises is
located.

         15.  Repairs.  Subject  to the terms and  provisions  of  Paragraph  16
hereof,  Tenant shall, at Tenant's own expense, keep the premises in good order,
condition and repair during the term,  including the  replacement  of all broken
glass with glass of the same size and quality,  under the  supervision  and with
the  approval  of  Landlord.  If  tenant  does not  make  repairs  promptly  and
adequately,  Landlord  may,  but need not,  make  repairs  and Tenant  shall pay
promptly the reasonable  cost thereof.  At any time or times,  Landlord,  either
voluntarily  or pursuant to  government  requirement,  may,  at  Landlord's  own
expense, make repairs,  alterations or improvements in or to the premises or any
part thereof,  and, during operations,  may close entrances,  doors,  corridors,
elevator or other  facilities,  all without any liability to Tenant by reason of
interference, inconvenience or annoyance. Landlord shall not be liable to tenant
for any expense,  injury, loss or damage resulting from work done in or upon, or
the use of any adjacent or nearby building,  land, street or alley. Tenant shall
pay Landlord for overtime and for other expense  incurred in the event  repairs,
alterations,  decorating  or other  work in the  premises  are not  made  during
ordinary business hours at Tenant's request.

         The  foregoing  provisions  of this  Paragraph  15 are  subject to this
qualification:  Tenant's  obligation to replace broken glass shall be limited to
instances in which the breakage is caused by Tenant, Tenant's employees or other
persons under the control or supervision of Tenant.

                                       11

<PAGE>


         Notwithstanding  the  provisions  above,   Landlord  shall  repair  and
maintain the  structural  portions of the building,  including  basic  plumbing,
heating, air conditioning, ventilation and electrical systems.

         16. Untenantability. In the event the premises or the building in which
the  premises is located is damaged by fire or other  casualty,  Landlord  shall
forthwith  repair the same  provided  such repairs can be made within sixty (60)
days under the laws and regulations of the state, federal,  county and municipal
authorities  and this lease  shall  remain in full force and effect  except that
Tenant shall be entitled to a proportionate reduction of rent while such repairs
are being  made,  such  proportionate  reduction  to be based upon the extent to
which the making of such repairs shall interfere with the business carried on by
Tenant in the premises.  If such repairs  cannot be made within sixty (60) days,
Landlord  shall have the option to either (a) repair and  restore  such  damage,
this  lease   continuing  in  full  force  and  effect,   but  the  rent  to  be
proportionately  reduced as hereinabove  in this  Paragraph 16 provided,  or (b)
give  notice to Tenant at any time  within  thirty  (30) days after such  damage
terminating  this lease as of a date to be specified in such notice,  which date
shall not be less than  thirty (30) days nor more than sixty (60) days after the
giving of such  notice.  In the event of the giving of such  notice,  this lease
shall  terminate on such date so specified in such notice and the rent,  reduced
by any  proportionate  reduction  based upon the  extent,  if any, to which same
damage interfered with the business carried on by Tenant in the premises,  shall
be paid up to the date of such  termination,  Landlord  agreeing  to  refund  to
Tenant any rent theretofore paid for any period of time subsequent to such date.
Landlord  shall not be  required to repair any injury or damage by fire or other
cause to the property of Tenant,  or to make any repairs or  replacement  of any
panelling,  decorations,  partitions,  railing, ceilings, floor covering, or any
improvements installed on the premises by Tenant.

         During  the last  twelve  (12)  months of the term of this Lease in the
event that the premises  are damaged to such extent that they cannot  reasonably
be repaired and restored  within six (6) months  following  the  casualty,  then
Tenant shall have the right to terminate  this Lease by written  notice given to
Landlord not later than thirty (30) days after such casualty.

                                       12

<PAGE>


         The provisions of Section 1932,  Subdivision 2, and 1933, Subdivision 4
of the Civil Code of California are hereby waived by Tenant.

         17.  Eminent  Domain.  If the  whole  or any  substantial  part  of the
premises  shall be taken or condemned by any competent  authority for any public
use or purpose,  the term of this lease shall end upon, and not before, the date
when  the  possession  of the part so taken  shall be  required  for such use or
purpose.  Current rent shall be apportioned  as of the date of such  termination
but the entire award shall be the property of Landlord without apportionment and
Tenant shall have no claim against Landlord or the condemning  authority for the
value of the unexpired term of this lease.  Notwithstanding,  Landlord will have
no interest in any award for Tenant's  personal  property,  moving expenses,  or
interruption  of Tenant's  business.  Tenant  waives the  provisions of Sections
1265.110 through 1265.160 of the Code of Civil Procedure of California.

         18. Compliance With Law.

                  (a) Tenant  shall,  at its sole cost and expense,  comply with
all of the requirements of all municipal,  state and federal  authorities now in
force, or which may hereafter be in force, pertaining to the premises, and shall
faithfully observe in the use of the premises all municipal ordinances and state
and  federal  statutes  now in force or which may  hereafter  be in  force.  The
judgement of any court of competent jurisdiction,  or the admission of Tenant in
any action or proceeding  against Tenant whether  Landlord be a party thereto or
not,  that Tenant has violated  any such  ordinance or statute in the use of the
premises, shall be conclusive of that fact as between Landlord and Tenant.

                  (b) Tenant  shall,  at its sole cost and expense,  comply with
all  federal,  state or local  laws from time to time in effect  ("Environmental
Laws")  concerning   hazardous,   toxic  or  radioactive  materials  ("Hazardous
Materials"),  including but not limited to,  chemicals  known to cause cancer or
reproductive  toxicity.  Tenant  shall not cause or permit the use,  generation,
storage  or  disposal  in or about the  premises  or the  building  in which the
premises  is  located  of any  Hazardous  Materials,  unless  Tenant  shall have
received Landlord's prior written consent therefor,  which Landlord may withhold
or revoke at any time in its sole discretion. Tenant shall

                                       13

<PAGE>


advise  Landlord  in writing of any use,  generation,  storage  or  disposal  of
Hazardous  Materials,  and  Tenant  shall  immediately  notify  Landlord  of any
violation,  inspection or enforcement  proceeding under any Environmental  Laws,
concerning Tenant or the premises,  of which Tenant becomes aware.  Tenant shall
make available to Landlord such  information and records as Landlord may request
concerning  the matters  described  in this  subparagraph  (b), and Tenant shall
permit  Landlord to inspect the  premises  and any and all  governmental  agency
files and records  relating to Tenant or the  premises  that  concern  Hazardous
Materials  and  to  conduct   investigations  and  tests  concerning   Hazardous
Materials.  Tenant shall pay to Landlord as additional  rental under this Lease,
within ten (10) days after Landlord sends Tenant an invoice therefor, the amount
of all costs and expenses  incurred by Landlord by reason of Tenant's  breach of
its obligations  under this  subparagraph or any  investigation or tests done by
Landlord by reason of Tenant's use and occupancy of the premises.

         19. Default.

                  (a) Except as otherwise  provided in subparagraph  (b) of this
paragraph 19, if Tenant  breaches this lease or abandons the premises before the
end of the term or if Tenant's right to possession of the premises is terminated
by  Landlord  because  of a breach of this lease by  Tenant,  this  lease  shall
terminate.  Upon such termination Landlord may recover from Tenant (i) the worth
at the time of award of the  unpaid  rent  which had been  earned at the time of
termination;  (ii) the  worth at the time of award of the  amount  by which  the
unpaid rent,  which would have been earned after  termination  until the time of
award, exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided;  (iii) the worth at the time of award of the amount by which
the unpaid rent for the balance of the term after the time of award  exceeds the
amount of such rental loss that Tenant proves could be reasonably  avoided;  and
(iv) any other amount  necessary to  compensate  Landlord for all the  detriment
proximately caused by Tenant's failure to perform Tenant's obligations under the
lease or which in the  ordinary  course  of  events  would be  likely  to result
therefrom.

                  Efforts by Landlord to mitigate the damage  caused by Tenant's
breach of this lease shall not waive  Landlord's  right to recover damages under
this subparagraph (a).

                                       14

<PAGE>


                  (b) Should  Landlord,  following  any breach or default  under
this lease by Tenant,  elect to keep this lease in full force and  effect,  with
Tenant  retaining the right to possession of the premises  (notwithstanding  the
fact Tenant may have abandoned the premises),  then besides all other rights and
remedies  Landlord may have at law or equity,  Landlord  shall have the right to
enforce all of Landlord's rights and remedies under this lease,  including,  but
not  limited  to,  Landlord's  right to recover the rent as it becomes due under
this lease.  Notwithstanding any such election to have this lease remain in full
force  and  effect,  Landlord  may at any time  thereafter  elect  to  terminate
Tenant's  right to possession of the premises and thereby  terminate  this lease
for any previous  breach or default which remains  uncured or for any subsequent
breach or default.

                  For the purpose of this  subparagraph (b), the following shall
not  constitute  termination  of  Tenant's  right  to  possession;  (i)  acts of
maintenance  or  preservation  or  efforts  to relet the  premises;  or (ii) the
appointment  of a receiver  upon  initiative  of Landlord to protect  Landlord's
interest under this lease.

         20. Insolvency or Bankruptcy.  Either (a) the appointment of a receiver
to take possession of all or substantially all of the assets of Tenant or (b) an
assignment  by Tenant for the benefit of  creditors  or (c) any action  taken or
suffered by Tenant under any insolvency, bankruptcy or reorganization act, shall
constitute  a breach of this lease by  Tenant.  Upon the  happening  of any such
event,  this  lease  shall  terminate  five (5) days  after  written  notice  of
termination from Landlord to Tenant. In no event shall this lease be assigned or
assignable  by  operation  of  law or by  voluntary  or  involuntary  bankruptcy
proceedings  or  otherwise  in no  event  shall  this  lease  or any  rights  or
privileges  hereunder be an asset of Tenant under any bankruptcy,  insolvency or
reorganization proceedings.

         21.  Notices.  All notices and demands  which may or are required to be
given to Tenant shall be in writing and shall be delivered personally or sent by
United States Registered or Certified Mail, postage prepaid, addressed to Tenant
at the premises, or to such other address as may be designated by written notice
delivered by Tenant to  Landlord.  All notices and demands by Tenant to Landlord
shall be in writing and shall be delivered personally or sent by

                                       15

<PAGE>


United  States  Registered  or Certified  Mail,  postage  prepaid,  addressed to
Landlord at 500 Sansome Street,  Suite 303, San Francisco,  California 94111, or
at such  other  address as may be  designated  by written  notice  delivered  by
Landlord to Tenant.

         22. Subordination of Lease. This lease shall be subject and subordinate
at all times to all ground or underlying leases which may now exist or hereafter
be executed  affecting  the  premises or any  building in which the  premises is
located or the land upon which the premises or said  building is situated and to
the lien of any  mortgages  and deeds of trust  (and any  amendments  thereof or
thereto)  in any  amount or amounts  whatsoever  now or  hereafter  placed on or
against the  premises  or  building in which the  premises is located or land on
which the  premises or said  building is situated,  or on or against  Landlord's
interest  or estate  herein or on or  against  any ground or  underlying  lease,
without the  necessity of having  further  instruments  on the part of Tenant to
effectuate such subordination.  Notwithstanding the foregoing,  Tenant covenants
and  agrees  to  execute  and  deliver  upon  demand  such  further  instruments
evidencing such  subordination of this lease to such ground or underlying leases
and to the lien of any such  mortgages  or deeds of trust as may be  required by
Landlord.  If any mortgagee or beneficiary  under a deed of trust elects to have
this lease  superior  to its  mortgage or deed of trust,  then upon  delivery of
notice  thereof to Tenant by Landlord,  this lease shall be superior to the lien
of any such  mortgage or deed of trust.  Tenant  hereby  appoints  Landlord  the
Attorney-in-Fact  of Tenant irrevocably to execute and deliver any instrument or
instruments  for or in the name of  Tenant  required  to  effectuate  any of the
foregoing.

         Tenant  agrees  upon not  less  than ten (10)  days  prior  request  by
Landlord to execute,  acknowledge and deliver to Landlord a statement in writing
certifying  that this lease is unmodified  and in full force and effect,  (or if
there  have been  modifications  that the same are in full  force and  effect as
modified and stating the modifications)  and, if so, the dates to which the rent
and other charges have been paid in advance,  if any, it being intended that any
such statement delivered pursuant to this paragraph 22 may be relied upon by any
prospective purchaser,  mortgagee, or beneficiary under any deed of trust or any
assignee or successor to any thereof.

                                       16

<PAGE>


         23. Taxes Payable by Tenant. Tenant shall pay, before delinquency,  any
and all taxes levied or assessed and which become payable during the term hereof
upon Tenant's equipment, furniture, fixtures and other personal property located
in the premises.

         24. Miscellaneous.

                  (a) No  receipt of money by  Landlord  from  Tenant  after the
termination  of this  lease or after  the  service  of any  notice  or after the
commencement  of any  suit,  or  after  final  judgment  for  possession  of the
premises,  shall reinstate,  continue or extend the term of this lease or affect
any such notice, demand or suit.

                  (b) No waiver of any  default  of  Tenant  hereunder  shall be
implied  from any  omission  by  Landlord  to take any action on account of such
default if such  default  persists or be repeated,  and no express  waiver shall
affect any default  other than the default  specified in the express  waiver and
that  only  for the time and to the  extent  therein  stated.  The  validity  or
unenforceability  of any  provision  hereof shall not affect or impair any other
provision.

                  (c) In the absence of fraud,  no person,  firm or corporation,
or the heirs,  legal  representatives,  successors  and  assigns,  respectively,
thereof  executing this lease as agent,  trustee or in any other  representative
capacity  shall ever be deemed or held  individually  liable  hereunder  for any
reason or cause whatsoever.

                  (d) The words  "Landlord"  and "Tenant"  wherever used in this
lease shall be construed  to mean  Landlords or Tenants in all cases where there
is more than one  Landlord  or Tenant,  and the  necessary  grammatical  changes
required  to  make  the  provisions   hereof  apply  either  to  corporation  or
individuals,  men or women, shall in all cases be assumed as though in each case
fully expressed.

                  (e)  Submission of this  instrument for  examination  does not
constitute a reservation of or option for the premises.  The instrument  becomes
effective as a lease upon execution and delivery by both Landlord and Tenant.

                  (f) Tenant  shall not allow any liens nor  encumbrances  to be
placed or remain  against his property on the premises or against the  premises,
insofar as such liens or encumbrances may be asserted by reason of Tenant's acts
or occupation or use of the premises. In case any taxing authority shall, during
the term of this lease or any extension thereof, levy

                                       17

<PAGE>


or  assess  against  the above  described  area or space  occupied  by Tenant or
against  the rent  herein  reserved or the  interest  of Tenant  hereunder,  any
character of tax (except income tax), assessment against the same by such taxing
authority,  then and in that event, Tenant shall, in addition to the rent herein
reserved  pay to  Landlord  on demand  the  amount of such  tax,  assessment  or
license.

                  (g) Tenant  covenants  and agrees  that if the  display of any
article  exhibited by him in the show  windows on the outside,  in or about said
premises,  or the display of any signs or placards in or on the  premises at any
time or times during the term hereof  shall be objected to by  Landlord,  and if
notice in  writing  is given by  Landlord  or its  agents of said  objection  or
objections,  Tenant will  immediately and as often as such notices are received,
remove  such  display or such  articles  or signs or  placards  objected  to and
failing so to do,  expressly  agrees  that  Landlord or its agents may enter the
premises,  remove the article,  sign or placard objected to, using such force as
may be necessary so to do without  being  deemed  guilty of any forcible  entry,
detainer or trespass.

                  (h) Provisions  inserted herein or affixed hereto shall not be
valid unless appearing in the duplicate original hereof held by Landlord. In the
event of variation or discrepancy, Landlord's duplicate shall control.

                  (i) Time is of the essence in this lease.

         25.  Alterations  by  Landlord.  Landlord is not  obligated to make any
alterations or improvements in the premises for the benefit of Tenant (except as
hereinafter expressly provided in Paragraph 32).

         26.  Insurance.  Throughout  the term hereof,  Tenant shall procure and
maintain public  liability  insurance,  naming Landlord and Landlord's  Agent as
coinsured,  in the sum of  $500,000  for  injury or death to any one  person and
$1,000,000 for injury or death to more than one person or damage to the property
in any one  occurrence  covering  the  premises.  In the event  Tenant  fails to
procure and maintain such  insurance in force through the term hereof,  Landlord
may,  at its  election,  procure  insurance  of such  coverage at the expense of
Tenant, and the sums

                                       18

<PAGE>

paid by Landlord  therefor  shall be  considered as rent and added to the rental
due for the month immediately following the procurement thereof.

         All insurance required hereunder shall:

                  (a) Contain an endorsement requiring twenty (20) days' written
notice  from  the   insurance   company  to  both  Landlord  and  Tenant  before
cancellation or change in the coverage, scope or amount of any policy;

                  (b) Be issued by insurance companies authorized to do business
in the State of California with a financial  rating of at least an A-X status as
rated in the most recent edition of Best's Insurance Reports; and

                  (c)  Be  issued  as  a  primary  policy.  Each  policy,  or  a
certificate of the policy, together with evidence of payment of premiums,  shall
be delivered to Landlord and Landlord's  Agent at the  commencement of the term,
and on renewal of the policy not less than twenty (20) days before expiration of
the term of the policy.

         27.  Attorney's  Fees.  In case suit shall be brought for any  unlawful
detainer  of the  premises  or for  the  recovery  of any  rent  due  under  the
provisions of this lease or because of the breach of any other  covenant  herein
contained  on the  part  of  Tenant  or  Landlord  to be  performed,  the  party
prevailing in such suit shall be entitled to its reasonable  attorneys'  fees to
be paid by the unsuccessful party which fee shall be fixed by the court.

         28.  Successors  and  Assigns.  The  covenants  and  conditions  herein
contained shall,  subject to the provisions as to assignment,  apply to and bind
the heirs, successors, executors,  administrators and assigns of all the parties
hereto;  and the respective parties hereto shall be jointly and severally liable
hereunder.

         29.  Surrender of Lease. The voluntary or other surrender of this lease
by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at  the  option  of  Landlord,  terminate  all  or  any  existing  subleases  or
subtenancies,  or may, at the option of Landlord,  operate as an  assignment  to
Landlord of any or all such subleases or subtenancies.

                                       19

<PAGE>


         30.  Captions.  The captions of this lease are for convenience only and
are not a part of this  lease and do not in any way limit or  amplify  the terms
and provisions of this lease.

         31. Sale by Landlord.  In the event of a sale or conveyance by Landlord
of the  building in which the  premises is  located,  the same shall  operate to
release and relieve Landlord from any future liability upon any of the covenants
or conditions,  express or implied,  herein contained in favor of Tenant, and in
such event,  Tenant agrees to look solely to the responsibility of the successor
in interest of Landlord in and to this lease.

         32. Improvements to Premises. Space to be taken in "as is" condition.

         33. Energy Conservation. Tenant and Tenant's employees and agents shall
participate in any energy conservation  program  established by Landlord,  which
program may include such  procedures as turning off lighting when not needed and
office machines when not used. In the event of a mandatory conservation program,
Tenant shall comply with such program.

         34. Late Charges.  Tenant  acknowledges  that late payment by Tenant to
Landlord of rent will cause  Landlord to incur  costs not  contemplated  by this
lease,   the  exact  amount  of  such  costs  being   extremely   difficult  and
impracticable to fix. Such costs may include, without limitation, processing and
accounting charges and late charges that may be imposed on Landlord by the terms
of  any  note  or  encumbrance  covering  the  premises.   Accordingly,  if  any
installment of rent due from Tenant is not received by Landlord when due, Tenant
shall pay to Landlord an  additional  sum of 6 percent  (6%) of any such overdue
rent payment as a late charge. The parties agree that the late charge represents
a fair and reasonable estimate of the cost that Landlord will incur by reason of
late  payment by Tenant.  Acceptance  of any late charge by  Landlord  shall not
constitute a waiver of Tenant's  default  with respect to the overdue  amount or
prevent Tenant from exercising any of the other rights and remedies available to
Landlord.

         35. Additional  Charges.  Tenant shall pay to Landlord upon demand, but
no later than the next  rental  payment,  any  charges  occasioned  by  Tenant's
business or use of the premises

                                       20

<PAGE>


which result in additional  costs or charges to Landlord not otherwise  provided
hereunder.  Such costs and  charges  shall  include,  but not be limited to, the
charges  for  security  services  in  addition  to those  otherwise  provided by
Landlord.

         36.  Right to Expand.  Lessor will make its best effort to  accommodate
Lessee's  possible  expansion desires during the term of the lease. In the event
larger  accommodations are secured within the 500 Sansome Street Building during
the term of this lease, the lease for this larger space will supersede the lease
for Suite 503 and the lease for Suite 503 will become null and void.

         37. Landlord's Right to Terminate.  If Landlord  determines to demolish
the building in which the premises is located,  or undertake a major  remodeling
of 50  percent  (50%) or more of the office  space in such  building,  then,  in
either  event,  Landlord  shall  have the  right,  exercisable  at any time,  to
terminate and cancel this lease without penalty or compensation.  Landlord shall
exercise  its right to  terminate  by  written  notice to Tenant  given at least
one-hundred-eighty (180) days prior to the effective date of termination,  which
notice  shall  be  accompanied  by a copy of a  building  or  demolition  permit
authorizing Landlord to demolish or remodel the building.

         38. Landlord's Right to Relocate. Landlord, at Landlord's sole cost and
expense,  shall  reserve  the right to relocate  Tenant to a different  location
within the building.

         39. Security  Deposit.  As stated in Paragraph 4 (a) above,  the Tenant
shall  deposit with  Landlord a security  deposit in the amount of Nine Thousand
Three Hundred Twelve Dollars  ($9,312.00)  for the  performance by Tenant of the
provisions  of this lease.  If Tenant is in default,  Landlord  can use security
deposit, or any portion of it, to cure the default or to compensate Landlord for
any damage sustained by Landlord  resulting from Tenant's default.  Tenant shall
immediately on demand pay to Landlord a sum equal to the portion of the security
deposit  expended or applied by Landlord as provided in this  paragraph so as to
maintain the security  deposit in the sum  initially  deposited  with  Landlord.
Landlord's obligations with

                                       21

<PAGE>


respect  to the  security  deposit  are  those  of a debtor  and not a  trustee.
Landlord can maintain the security  deposit  separate and apart from Landlords's
general funds or can commingle the security deposit with Landlord's  general and
other  funds.  Landlord  shall not be  required  to pay Tenant  interest  on the
security deposit.

         IN WITNESS WHEREOF,  the parties have executed and delivered this Lease
as of the day and year first above written.


                                    LANDLORD:

                                    500 SANSOME STREET COMPANY,
                                    a limited partnership

                                    By: L&B INSTITUTIONAL PROPERTY
                                        MANAGERS OF CALIFORNIA, INC.,
                                        a California corporation, Its
                                        Managing Agent


                                    By: /s/ Kathy Hannon
                                       -----------------------------------------

                                    Its:   Senior Vice President
                                        ----------------------------------------
                                    Name:  Kathy Hannon
                                         ---------------------------------------



                                    TENANT:


                                    INSTANT VIDEO TECHNOLOGIES, INC.
                                    a Delaware co ration,


                                    By: /s/ Wayne Van Dyck
                                       -----------------------------------------


                                    Its: Chief Executive Officer
                                        ----------------------------------------

                                    Name:  Wayne Van Dyck
                                         ---------------------------------------


                                           22

<PAGE>


                                  EXHIBIT "A"


                               [GRAPHIC OMITTED]



<PAGE>


                                   EXHIBIT "B"


                                   WORK LETTER



Space to be taken in "as is" condition.


<PAGE>


                                   EXHIBIT "C"


                             RULES AND REGULATIONS

         A. The Tenant shall not display,  inscribe,  print, paint,  maintain or
affix on any place in or about the premises any sign, notice, legend, direction,
figure  or  advertisement,  except  on  the  doors  of the  premises  and on the
Directory Boards of the building and floors and then only such name or names and
matter,  and in such color,  size, style, place and material as shall first have
been approved by the Landlord in writing.

         B.  The  Tenant  shall  not  advertise  the  business,  profession,  or
activities of the Tenant  conducted in the building in any manner which violates
the letter or spirit of any code of ethics adopted by any recognized association
or organization pertaining to such business, profession or activities, and shall
not use the  address  of the  premises  for any  purpose  other than that of the
business  address of the Tenant and shall  never use any  picture or likeness of
the premises in any circulars, notices, advertisements or correspondence without
the  Landlord's  express  consent in writing.  Any violation of this Rule may be
restrained by injunction.

         C. The  Tenant  shall  not  obstruct,  or use for  storage,  or for any
purpose  other than  ingress and egress,  the  sidewalks,  entrances,  passages,
courts, corridors, vestibules, halls, elevators, and stairways of the building.

         D. No bicycle or other  vehicle  and no animal or bird shall be brought
or permitted to be in the building or any part thereof.

         E. The  Tenant  shall  not make or  permit  any  noise or odor  that is
objectionable  to other  occupants of the premises to emanate from the premises,
and shall not  create or  maintain a nuisance  thereon,  and shall not  disturb,
solicit  or  canvass  any  occupant  of the  building,  and shall not do any act
tending to injure the reputation of the premises.

         F. The Tenant  shall not  install or operate  any  phonograph,  musical
instrument or similar devise on the premises,  or any antennae,  aerial wires or
other equipment inside the premises,  without, in each and every instance, prior
approval  in  writing  by the  Landlord  to the end  that  others  shall  not be
disturbed or annoyed.

         G. The Tenant shall not place or permit to be placed any article of any
kind on the outside window ledges or elsewhere on the exterior walls,  and shall
not throw or drop or permit to be thrown or dropped any article  from any window
of the building.

         H. The Tenant  shall not waste  water by tying,  wedging  or  otherwise
fastening open any faucet.

         I. No additional locks or similar devises shall be attached to any door
or window.  No keys for any door other than those provided by the Landlord shall
be made.  If more  that two keys for one lock are  desired  by the  Tenant,  the
Landlord may provide the same upon payment by the Tenant.  Upon  termination  of
this lease or of the Tenant's possession, the Tenant shall surrender all keys of
the  premises  and shall  make  known to the  Landlord  the  explanation  of all
combination locks on safes, cabinets, and vaults.


<PAGE>


Exhibit C
Building Rules and Regulations
Page 2


         J. The Tenant  shall be  responsible  for the  locking of doors and the
closing of transoms  and windows in and to the  premises.  Any damage  resulting
from neglect of this Rule shall be paid for by the Tenant.

         K. If the Tenant desires  telegraphic,  telephonic,  burglar alarm,  or
signal devise, the Landlord will, upon request, direct where and how connections
and wiring for such service shall be introduced and run. Without such direction,
no boring, cutting or installation of wires or cables is permitted.

         L. If the Tenant  desires  and the  Landlord  permits  blinds,  shades,
awnings,  or other form of inside or outside covering,  or window ventilation or
similar  devises,  they shall be furnished  and  installed at the expense of the
Tenant and must be of such shape, color,  material,  and make as are approved by
the Landlord.

         M. All  persons  entering or leaving  the  premises  may be required to
identify  themselves to a watchman by registration or otherwise and to establish
their rights to enter and leave the premises.  The Landlord may exclude or expel
any peddler, solicitor or beggar at any time.

         N. Tenant shall hire  furniture and equipment  movers with  substantial
experience and reputation in moving furniture and equipment in and out of office
buildings  and Tenant  shall be required to obtain  Landlord's  written  consent
prior to such hiring.  Tenant shall be liable to Landlord for all damages to the
building caused by such moving.

         0. The Tenant shall not overload any floor. The Landlord may direct the
routing and location of safes and other heavy articles.  Safes,  furniture,  and
all large articles  shall be brought  through the building and into the premises
at such times and in such manner as the  Landlord  shall  direct at the Tenant's
sole risk and  responsibility.  The Tenant shall list all furniture,  equipment,
and  similar  articles  to be removed  from the  building,  and the list must be
approved by the Landlord before building employees will permit any article to be
removed.

         P. Unless the Landlord gives advance  written consent in each and every
instance,  the  Tenant  shall not  install  or  operate  any  steam or  internal
combustion  engine,  boiler,  machinery,  refrigerating  or  heating  devise  or
air-conditioning  apparatus in or about the premises, or carry on any mechanical
business therein, or use the premises for lodging, sleeping purposes, or use any
illumination  other than electric light, or use of permit to be brought onto the
premises any  inflammable  oils or  explosives  or other  articles  deemed extra
hazardous to life, limb or property.

         Q. The Tenant  shall not place or allow any thing to be against or near
the glass of  partitions  of doors of the premises  which may diminish the light
in, or be unsightly from the halls or corridors.

         R.  Tenant  shall not leave  windows  open when it rains,  and shall be
liable to Landlord and other tenants for any damages to the building or property
of other  tenants  resulting  from rain coming into the  building  through  open
windows.  Tenant shall see that the windows and doors of said  demised  premises
are closed and securely  locked before leaving the building.  In addition to the
waiver of any of the Landlord's liability in Paragraph 9., it is further


<PAGE>


Exhibit C
Building Rules & Regulations
Page 3


specifically  provided that  Landlord is not liable for any damage  resulting to
Tenant's property as the result of windows being left open.

         S. All  deliveries  to Tenant shall be made at and through the delivery
entrance and nowhere else and Tenant shall advise all parties  intending to make
deliveries to Tenant to this Rule.

         T. Landlord  shall not be  responsible to Tenant or to any other person
for the  nonobservance  or violation of these rules and regulations by any other
tenant or other  person.  Tenant shall be deemed to have read these rules and to
have agreed to abide by them as a condition to its occupancy.


<PAGE>


                            FIRST AMENDMENT TO LEASE


         This First Amendment to Lease (this "First  Amendment") is entered into
as of the 9th day of February, 1994 by and between 500 Sansome Street Company, a
limited  partnership  ("Landlord")  and  Instant  Video  Technologies,  Inc.,  a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eight-story building known as 500 Sansome Street, San Francisco, California (the
"Leased Premises").

         B.  Landlord  and  Tenant  now  desire  to  further  amend the Lease as
hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the Lease.


<PAGE>


         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this  lease  shall be  extended  for six (6)  months
commencing February 16, 1994, and terminating August 15, 1994.

         3. Conflict. In the event of any conflict between the provisions of the
Lease and this First  Amendment to Lease,  the provisions of the First Amendment
to Lease shall govern.

         4. Ratification. The Lease as modified by this First Amendment to Lease
is ratified in all respects.

         IN WITNESS  WHEREOF,  the parties have executed this First Amendment to
Lease as of the date first hereinabove written.



         LANDLORD:                       500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:     L&B INSTITUTIONAL PROPERTY
                                                 MANAGERS OF CALIFORNIA, INC.,
                                                 its managing agent


                                         By: /s/ Kathy Hannon
                                             -----------------------------------
                                             Kathy Hannon, Sr. Vice President


         TENANT:                         INSTANT VIDEO TECHNOLOGIES, INC.,
                                         a Delaware corporation


                                         By: /s/ Richard Lang
                                             -----------------------------------
                                             Richard Lang, Chairman & CEO


<PAGE>


                            SECOND AMENDMENT TO LEASE


         This Second  Amendment to Lease (this  "Second  Amendment")  is entered
into as of the 9th day of June,  1994 by and between 500 Sansome Street Company,
a limited  partnership  ("Landlord")  and Instant  Video  Technologies,  Inc., a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eight-story building known as 500 Sansome Street, San Francisco, California (the
"Leased  Premises").  Landlord and Tenant also entered into a First Amendment to
Lease (the "First  Amendment")  dated February 9, 1994,  whereby Tenant extended
the Lease by an additional six (6) months, terminating August 15, 1994.

         B.  Landlord  and  Tenant  now  desire  to  further  amend the Lease as
hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:


<PAGE>


         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the Lease.

         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this lease shall be extended for an  additional  six
(6) months commencing August 16, 1994, and terminating February 15, 1995

         3. Conflict. In the event of any conflict between the provisions of the
Lease,  the First  Amendment to Lease,  or this Second  Amendment to Lease,  the
provisions of the Second Amendment to Lease shall govern.

         4.  Ratification.  The Lease as modified by this  Second  Amendment  to
Lease is ratified in all respects.

         IN WITNESS WHEREOF,  the parties have executed this Second Amendment to
Lease as of the date first hereinabove written.



         LANDLORD:                    500 SANSOME STREET COMPANY,
                                      a limited partnership

                                      By:    L&B INSTITUTIONAL PROPERTY
                                             MANAGERS OF CALIFORNIA, INC.,
                                             its managing agent


                                      By:    /S/ Kathy Hannon
                                             -----------------------------------
                                             Kathy Hannon, Sr. Vice President


         TENANT:                      INSTANT VIDEO TECHNOLOGIES, INC.,
                                      a Delaware corporation


                                      By:    /s/ Richard Lang
                                             -----------------------------------
                                      Name:  Richard Lang
                                             -----------------------------------
                                      Its:   Chairman + CEO
                                             -----------------------------------

<PAGE>


                            THIRD AMENDMENT TO LEASE


         This Third Amendment to Lease (this "Third  Amendment") is entered into
as of the 13th day of January, 1995 by and between 500 Sansome Street Company, a
limited  partnership  ("Landlord")  and  Instant  Video  Technologies,  Inc.,  a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eight-story building known as 500 Sansome Street, San Francisco, California (the
"Leased Premises").  Landlord and Tenant entered into a First Amendment to Lease
(the "First  Amendment")  dated February 9, 1994,  whereby  Tenant  extended the
Lease by an additional six (6) months  terminating August 15, 1994, and a Second
Amendment to Lease (the "Second  Amendment") dated June 9, 1994,  whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1995.

         B.  Landlord  and  Tenant  now  desire  to  further  amend the Lease as
hereinafter provided.


<PAGE>


         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the Lease.

         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this lease shall be extended for an  additional  six
(6) months commencing February 16, 1995, and terminating August 15, 1995.

         3. Conflict. In the event of any conflict between the provisions of the
Lease,  the First  Amendment to Lease,  the Second  Amendment to Lease,  or this
Third  Amendment to Lease,  the provisions of the Third Amendment to Lease shall
govern.

         4. Ratification. The Lease as modified by this Third Amendment to Lease
is ratified in all respects.

//
//
//
//
//
//
//
//
//
//


<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this Third Amendment to
Lease as of the date first hereinabove written.



         LANDLORD:                       500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:   L&B INSTITUTIONAL PROPERTY
                                               MANAGERS OF CALIFORNIA, INC.,
                                               its managing agent


                                         By:   /s/ Kathy Hannon
                                               ---------------------------------
                                               Kathy Hannon, Sr. Vice President



         TENANT:                         INSTANT VIDEO TECHNOLOGIES, INC.,
                                         a Delaware corporation


                                         By:   /s/ Richard Lang
                                               ---------------------------------
                                         Name: Richard Lang
                                               ---------------------------------
                                         Its:  Chairman + CEO
                                               ---------------------------------

<PAGE>


                            FOURTH AMENDMENT TO LEASE


         This Fourth  Amendment to Lease (this  "Fourth  Amendment")  is entered
into as of the 12th day of June, 1995 by and between 500 Sansome Street Company,
a limited  partnership  ("Landlord")  and Instant  Video  Technologies,  Inc., a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eight-story building known as 500 Sansome Street, San Francisco, California (the
"Leased Premises").  Landlord and Tenant entered into a First Amendment to Lease
(the "First  Amendment")  dated February 9, 1994,  whereby  Tenant  extended the
Lease by an  additional  six (6) months  terminating  August 15,  1994, a Second
Amendment to Lease (the "Second  Amendment") dated June 9, 1994,  whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1995, and a Third Amendment to Lease (the "Third  Amendment")  dated January 13,
1995,  whereby  Tenant  extended  the  Lease  by an  additional  six (6)  months
terminating August 15, 1995.


<PAGE>


         B.  Landlord  and  Tenant  now  desire  to  further  amend the Lease as
hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the Lease.

         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this lease shall be extended for an  additional  six
(6) months commencing August 16, 1995, and terminating February 15, 1996.

         3. Conflict. In the event of any conflict between the provisions of the
Lease,  the First Amendment to Lease,  the Second  Amendment to Lease, the Third
Amendment to Lease,  or this Fourth  Amendment to Lease,  the  provisions of the
Fourth Amendment to Lease shall govern.

         4.  Ratification.  The Lease as modified by this  Fourth  Amendment  to
Lease is ratified in all respects.

//
//
//
//
//
//
//

<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Lease as of the date first hereinabove written.

         LANDLORD:                       500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:   L&B INSTITUTIONAL PROPERTY
                                               MANAGERS OF CALIFORNIA, INC.,
                                               its managing agent

                                         By:   /s/ Daniel L. Plumlee
                                               ---------------------------------
                                               Daniel L. Plumlee
                                               President and COO





         TENANT:                         INSTANT VIDEO TECHNOLOGIES, INC.,
                                         a Delaware Corporation


                                         By:   /s/ Gary R. Familian
                                               ---------------------------------
                                         Name: Gary R. Familian
                                               ---------------------------------
                                         Its:  President/CEO
                                               ---------------------------------

<PAGE>



                            FIFTH AMENDMENT TO LEASE


         This Fifth Amendment to Lease (this "Fifth  Amendment") is entered into
as of the 13th day of February,  1996 by and between 500 Sansome Street Company,
a limited  partnership  ("Landlord")  and Instant  Video  Technologies,  Inc., a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A Landlord and Tenant  entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eighty-story  building known as 500 Sansome  Street,  San Francisco,  California
(the "Leased  Premises").  Landlord and Tenant entered into a First Amendment to
Lease (the "First  Amendment")  dated February 9, 1994,  whereby Tenant extended
the Lease by an additional six (6) months  terminating August 15, 1994, a Second
Amendment to Lease (the "Second  Amendment") dated June 9, 1994,  whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1995, a Third Amendment to Lease (the "Third Amendment") dated January 13, 1995,
whereby Tenant  extended the Lease by an additional  six (6) months  terminating
August 25, 1995, and a Fourth


                                      -1-
<PAGE>


Amendment to Lease (the "Fourth  Amendment") dated June 12, 1995, whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1996.

         B.  Landlord  and  Tenant  now  desire  to  further  amend the lease as
hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the lease.

         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this lease shall be extended for an  additional  six
(6) months commencing February 16, 1996, and terminating Auguat 15, 1996.

         3. Conflict. In the event of any conflict between the provisions of the
Lease,  the First Amendment to Lease,  the Second  Amendment to Lease, the Third
Amendment to Lease,  the Fourth  Amendment to Lease,  or this Fifth Amendment to
Lease, the provisions of the Fifth Amendment to Lease shall govern.

         4. Ratification. The Lease as modified by this Fifth Amendment to Lease
is ratified in all respects.

//

//

//

                                      -2-

<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this Fifth Amendment to
Lease as of the date first hereinabove written.

         LANDLORD:                       500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:   L&B INSTITUTIONAL PROPERTY
                                               MANAGERS OF CALIFORNIA, INC.,
                                               its managing agent

                                         By:   /s/ Paul C. Chapman
                                               ---------------------------------
                                               Paul C. Chapman
                                               Authorized Signatory





         TENANT:                         INSTANT VIDEO TECHNOLOGIES, INC.,
                                         a Delaware Corporation

                                         By:   /s/ Gary R. Familian
                                               ---------------------------------

                                         Name: Gary R. Familian
                                               ---------------------------------

                                         Its:  President/CEO
                                               ---------------------------------

                                       -3-


<PAGE>


                            SIXTH AMENDMENT TO LEASE

         This Sixth Amendment to Lease (this "Sixth  Amendment") is entered into
as of the 2nd day of August,  1996 by and between 500 Sansome Street Company,  a
limited  partnership  ("Landlord")  and  Instant  Video  Technologies,  Inc.,  a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant entered into a written lease (the "Lease") dated
February  15,  1993,  whereby  Landlord  leased to Tenant and Tenant  hired from
Landlord, certain premises on the fifth floor designated as Suite 503 containing
an aggregate  of  approximately  2,328  rentable  square  feet,  of that certain
eight-story building known as 500 Sansome Street, San Francisco, California (the
"Leased Premises").  Landlord and Tenant entered into a First Amendment to Lease
(the "First  Amendment")  dated February 9, 1994,  whereby  Tenant  extended the
Lease by an  additional  six (6) months  terminating  August 15,  1994, a Second
Amendment to Lease (the "Second  Amendment") dated June 9, 1994,  whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1995, a Third Amendment to Lease (the "Third Amendment") dated January 13, 1995,
whereby Tenant  extended the Lease by an additional  six (6) months  terminating
August 15, 1995, a Fourth

                                       -1-


<PAGE>


Amendment to Lease (the "Fourth  Amendment") dated June 12, 1995, whereby Tenant
extended  the Lease by an  additional  six (6) months  terminating  February 15,
1996, and a Fifth Amendment to Lease (the "Fifth  Amendment") dated February 13,
1996,  whereby  Tenant  extended  the  Lease  by an  additional  six (6)  months
terminating August 15, 1996.

         B.  Landlord  and  Tenant  now  desire  to  further  amend the Lease as
hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

         1.  Definitions.  All defined terms not otherwise  defined herein shall
have the same meaning as in the Lease.

         2.  Amendment  of Section 2. The first  sentence of Section 2 is hereby
deleted and replaced with the following sentence:

         Term.  The term of this lease shall be extended for an  additional  six
(6) months commencing august 16, 1996, and terminating February 15, 1997.

         3. Conflict. In the event of any conflict between the provisions of the
Lease,  the First Amendment to Lease,  the Second  Amendment to Lease, the Third
Amendment to Lease,  the Fourth Amendment to Lease, the Fifth Amendment to Lease
or this Sixth Amendment to Lease, the provisions of the Sixth Amendment to Lease
shall govern.

                                       -2-


<PAGE>


         4. Ratification. The Lease as modified by this Sixth Amendment to Lease
is ratified in all respects.

         IN WITNESS  WHEREOF,  the parties have executed this Sixth Amendment to
Lease as of the date first hereinabove written.


         LANDLORD:                       500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:   L&B INSTITUTIONAL PROPERTY
                                               MANAGERS OF CALIFORNIA, INC.,
                                               its managing agent

                                         By:   /s/ Paul C. Chapman
                                               ---------------------------------
                                               Paul C. Chapman
                                               Authorized Signatory

         TENANT:                         INSTANT VIDEO TECHNOLOGIES, INC.
                                         a Delaware corporation

                                         BY:   /s/ Gary R. Familian
                                               ---------------------------------
                                         Name: Gary R. Familian
                                               ---------------------------------
                                         Its:  President/CEO
                                               ---------------------------------

                                       -3-


<PAGE>


                           SEVENTH AMENDMENT TO LEASE

         This Seventh  Amendment to Lease (the "Seventh  Amendment")  is entered
into as of the 1st day of May, 1997 by and between 500 Sansome Street Company, a
limited  partnership  ("Landlord"),  and Instant  Video  Technologies,  Inc.,  a
Delaware corporation ("Tenant"),  based upon the following facts, understandings
and agreements:

         A. Landlord and Tenant  entered into a written lease dated February 15,
1993, as amended by that certain First Amendment to Lease dated February 9, 1994
between  Landlord and Tenant,  that certain Second Amendment to Lease dated June
9, 1994 between Landlord and Tenant, that certain Third Amendment to Lease dated
January 13, 1995 between  Landlord and Tenant,  that certain Fourth Amendment to
Lease dated June 12,  1995  between  Landlord  and Tenant,  that  certain  Fifth
Amendment to Lease dated February 13, 1996 between Landlord and Tenant, and that
certain  Sixth  Amendment  to Lease dated  August 2, 1996  between  Landlord and
Tenant (as amended,  the "Lease"),  whereby Landlord leased to Tenant and Tenant
hired  from  Landlord  certain  premises  designated  as Suite  503,  containing
approximately 2,328 rentable square feet (the "Original  Premises") on the fifth
floor of that certain  eight-story  building  known as 500 Sansome  Street,  San
Francisco, California (the "Building").

                                       -1-


<PAGE>


         B. Landlord and Tenant  desire to extend the term of the Lease,  Tenant
desires  to expand its  Original  Premises  into an  adjacent  space  containing
approximately 1,140 rentable square feet known as Suite 505 in the Building (the
"Expansion  Premises"),  and Landlord and Tenant  desire to otherwise  amend the
Lease as hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
undertakings of the parties  hereinafter set forth, it is hereby agreed that the
Lease shall be amended as follows:

         1.  Defined  Terms.  All defined  terms used  herein and not  otherwise
defined shall have the meanings given to such terms in the Lease.

         2. Leasing of Expansion Premises.  Landlord hereby leases to Tenant and
Tenant hereby hires from  Landlord the  Expansion  Premises for the term, at the
rental and upon all of the conditions and agreements  described  herein.  Unless
otherwise  provided in this Seventh  Amendment or required by the context of the
Lease as amended hereby, from and after the date hereof, Tenant shall observe or
perform,  with respect to the  Expansion  Premises,  all  obligations  of Tenant
pursuant to the Lease with respect to the Original Premises.

         3. Premises. The defined term premises shall

                                       -2-


<PAGE>


hereinafter  refer  to  suites  503 and 505  containing  an  aggregate  of 3,468
rentable square feet, on the fifth floor of that: certain  eight-story  building
known as 500 Sansome Street, San Francisco, California.

         4. Term. The first sentence of Section 2 is hereby amended and restated
in its entirety as follows:


         "Term.  The new  term  of  this  lease  shall  be for  six (6)  months,
         commencing May 15, 1997 and terminating November 14, 1997."

         5.  Rent.  Section  4(a) (ii) is hereby  amended  and  restated  in its
entirety as follows:

         "(ii) Tenant shall pay to Landlord,  without  deduction or offset,  the
         sum of seven thousand five hundred fourteen dollars ($7,514),  as basic
         rental for the premises,  payable in advance  promptly on the first day
         of every calendar month of the term, and a pro rata portion  thereof at
         the  current  rent  for  fractions  of a month  if the  term  shall  be
         commenced or  terminated on any day other than the first or last day of
         the month."

         6. Security Deposit.  Upon execution of this Seventh Amendment,  Tenant
shall pay to Landlord the sum of seven thousand

                                       -3-


<PAGE>


four  hundred  ten  dollars  ($7,410),  which sum shall be held by Landlord as a
security deposit for the term of the lease.  Such security deposit shall be held
by Landlord in addition to any other sums already so held by Landlord.

         7. Tenant  Improvements.  Within  thirty (30) days of the date  hereof,
Tenant shall, at Tenant's sole cost and expense,  install new building  standard
carpeting in the entire premises and repaint the Expansion  Premises in a manner
reasonably  acceptable  to  Landlord.  Tenant  shall  submit a carpet  sample to
Landlord on or before May 14, 1997.  Landlord  shall approve or disapprove  such
carpet within two (2) business days of Tenant's submission, which approval shall
not be  unreasonably  withheld.  Landlord  shall,  at  Landlord's  sole cost and
expense,  construct  either an  opening  or an opening  and a door  between  the
Original Premises and the Expansion  Premises subject to mutually and reasonably
agreeable specifications. Within seven (7) days of the execution of this Seventh
Amendment  by Tenant and payment by Tenant of the sums due  hereunder,  Landlord
shall  construct  such opening  between the Original  Premises and the Expansion
Premises.

         8. Option to Extend.  Provided and on condition  that (a) Tenant is not
in  default  under  the Lease at the time of giving  notice of  exercise  of the
option  to  extend  the  Lease  term  herein  granted,  and  (b)  Instant  Video
Technologies,  Inc., a Delaware  corporation,  shall be and have been during the
entire

                                       -4-


<PAGE>


term the Tenant  under the Lease and shall not have (i) assigned or conveyed the
Lease or any interest under it; (ii) allowed a transfer of the Lease or any lien
upon  Tenant's  interest by operation  of law;  (iii) sublet the premises or any
part  thereof;  or (iv)  permitted the use occupancy of the premises or any part
thereof by any one other than Tenant during the Lease term, Tenant shall have an
option,  exercisable upon written notice to Landlord, given not later sixty (60)
days prior to the  expiration  of the term of the Lease,  to extend the term for
thirty-six (36) months commencing November 15, 1997 and terminating November 14,
2000 (the  "Extension  Term").  The lease to Tenant of the  premises  during the
Extension  Term  shall be upon all the  terms  and  conditions  set forth in the
Lease,  except  basic  rental  payable  during the  Extension  Term shall be six
thousand nine hundred thirty-six dollars ($6,936) per month.

         9.  Floor  Plan.  Exhibit A to the Lease  shall be  amended  to include
therein  the  depiction  of the  Expansion  Premises  attached  to this  Seventh
Amendment as Exhibit A.

         10.  Counterparts.  This Seventh  Amendment  may be executed in several
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same document.

         11. Ratification of Lease. The Lease as amended by

                                       -5-
<PAGE>

this  Seventh  Amendment  is hereby  ratified,  confirmed  and  approved  in all
respects.  In the event of any  inconsistency  between  the  provisions  of this
Seventh  Amendment  and the  provisions  of the Lease,  the  provisions  of this
Seventh Amendment shall govern.

         12.  Entire  Agreement.  This Seventh  Amendment  sets forth the entire
understanding of the parties in connection with the subject matter hereof. There
are no agreements  between  Landlord and Tenant relating to the Lease other than
those set forth in writing and signed by the parties.  Neither  party hereto has
relied upon any understanding,  representation or warranty not set forth herein,
either oral or written, as an inducement to enter into this Seventh Amendment.

         13. Effectiveness.  This Seventh Amendment shall be effective as of the
date of this Seventh Amendment.

         14. Successors and Assigns.  The provisions contained herein shall bind
and inure to the benefit of the heirs,


                                      -6-

<PAGE>


representatives,  successors and assigns of the parties  hereto,  subject to the
provisions of Section 28 of the Lease.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Seventh Amendment as of the day and year first above written.

                                         LANDLORD:

                                         500 SANSOME STREET COMPANY,
                                         a limited partnership

                                         By:   L&B INSTITUTIONAL PROPERTY
                                               MANAGERS OF CALIFORNIA, INC.,
                                               a California corporation,
                                               its Managing Agent

                                         By:   /s/ Paul C. Chapman
                                               ---------------------------------

                                         Its:  Authorized Signatory
                                               ---------------------------------

                                         Name: Paul C. Chapman
                                               ---------------------------------

                                         TENANT:

                                         INSTANT VIDEO TECHNOLOGIES, INC
                                         a Delaware corporation

                                         By:   /s/ Gary R. Familian
                                               ---------------------------------

                                         Its:
                                               ---------------------------------

                                         Name:
                                               ---------------------------------

                                      -7-

<PAGE>


                        Commercial Use License Agreement

This  COMMERCIAL USE LICENSE  AGREEMENT  (this  "Agreement") is made and entered
into on this 20th day of  August,  1998,  by and  between  BPG  SANSOME,  L.L.C.
("Owner")  through BARKER PACIFIC GROUP,  INC.  ("Managing  Member") and INSTANT
VIDEO TECHNOLOGIES, lNC. ("User");

                                   WITNESSETH:

In  consideration of the mutual  Premises,  covenants and agreements  herein set
forth, the parties hereby agree as follows:

1. LICENSE:  Owner hereby grants to User a license to occupy and use, subject to
all of the terms and conditions  hereinafter stated, that certain space known as
suite 504 (the  "Premises")  consisting of  approximately  1,872 rentable square
feet  located on the Fifth Floor of the property  commonly  known as 500 Sansome
Street,  located in San Francisco,  California  (the  "Property"),  the Premises
being more  particularly  set forth in Exhibit "A",  attached  hereto and made a
part hereof.

2. USE: The  Premises may be occupied and used by User solely for the  following
purpose;  as general office usage only,  and for no other purpose.

3. TERM:  The User shall use the Premises  under this  Agreement  for the period
commencing the 21st day of August,  1998, and terminating upon receipt of thirty
(30) days written notice provided by either party to the other party.

4. RENTAL: User shall pay to Owner as follows: one thousand five hundred dollars
($1,500) per month, due on the first day of each month. A late fee equal to five
percent  (5%) of the overdue  amounts  will be assessed on amounts not  received
within  five (5) days of the due date.  In  addition,  for all  amounts not paid
within  30 days of the due  date,  owner may  charge  interest  on such past due
amounts equal to the lesser of (a) 3% per annum over the prime rate in effect at
Wells Fargo Bank or (b) the maximum lawful rate.

5.  SUPERVISION  OF  EMPLOYEES:  User  shall at all times  during its use of the
Premises  provide  sufficient  supervision and maintain  adequate control of its
employees,  guests, or invitees.

6. NO PARTNERSHIP IMPLIED: Nothing contained herein shall be deemed or construed
by the parties hereto,  nor by any third party, as creating the  relationship of
principal and agent or of  partnership  or of joint venture  between the parties
hereto, it being understood and agreed that nothing  contained  herein,  nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of licensor and licensee.


<PAGE>


7.  NOTICES:  All  notices,  requests,  demands,  consents,  approvals  or other
communications  sent in  accordance  with the  Agreement  shall  hereinafter  be
addressed to the parties as follows:

          Owner:           BPG Sansome, L.L.C.
                           500 Sansome Street
                           Suite 608
                           San Francisco, CA 94111

          and

          User:            Instant Video Technologies, Inc.
                           500 Sansome Street
                           Suite 503
                           San Francisco, CA 94111

IN WITNESS WHEREOF,  the parties have entered into this Agreement on the day and
year first hereinabove written.

BPG Sansome, L.L.C., a Delaware Limited Liability Company (Owner)
By:   Barker Pacific Group, Inc., a Delaware corporation, its Managing Member

 By:    /s/ Michael S. Baskauskas
        -------------------------
        Michael S. Baskauskas
        Executive Vice President

 Instant Video Technologies, Inc., a Delaware corporation (User)

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

 NAME:  DAVID MORGENSTEIN
        ------------------------

 TITLE: CHIEF OPERATING OFFICER
        ------------------------



<PAGE>


                                    EXHIBIT A


                               500 SANSOME STREET
                                    5TH FLOOR





                                [GRAPHIC OMITTED]


<PAGE>




                            EIGHTH AMENDMENT TO LEASE

          THIS EIGHTH AMENDMENT TO LEASE  (hereinafter  "Amendment") is made and
entered into as of Oct. 12, 1998, by and between BPG SANSOME, L.L.C., a Delaware
limited  liability  company,  as  successor-in-interest  to 500  Sansome  Street
Company, a limited  partnership  ("Landlord"),  AND INSTANT VIDEO  TECHNOLOGIES,
INC., a Delaware corporation ("Tenant").

                                    RECITALS:

          A. Landlord's predecessor-in-interest, 500 Sansome Street Company, and
tenant  heretofore  have entered into a lease dated as of February 15, 1993,  as
amended by that certain  First  Amendment to Lease dated as of February 9, 1994,
that certain  Second  Amendment to Lease dated as of June 9, 1994,  that certain
Third  Amendment  to Lease dated as of January 13,  1995,  that  certain  Fourth
Amendment to Lease dated as of June 12, 1995,  that certain  Fifth  Amendment to
Lease dated as of February 13, 1996, that certain Sixth Amendment to Lease dated
as of August 2, 1996,  and that certain  Seventh  Amendment to Lease dated as of
May  1,  1997,   each  executed  by  500  Sansome   Street  Company  and  tenant
(collectively,  "Lease"), pursuant to which 500 Sansome Street Company leased to
tenant certain premises designated as Suites 503 and 505 containing an aggregate
of  approximately  3,468 rentable  square feet (the "Original  Premises") on the
fifth floor of that certain building known as 500 Sansome Street, San Francisco,
California ("Building").

          B. The Lease, as amended, is currently scheduled to expire on November
14, 2000 (the "Original  Termination  Date").  Landlord and Tenant now desire to
amend the Lease to provide for, inter alia, (i) the extension of the term of the
Lease for the Original Premises, commencing on November 15, 2000, and continuing
until January 31, 2002 (the "Extension  Term"),  all on the terms and conditions
contained in this  Amendment,  (ii) the expansion of the Original  Premises into
space  containing  1,146 rentable square feet known as Suite 506 in the Building
("Suite 506") and space  containing  1,334 rentable  square feet in Suite 502 in
the  building  (the  "Suite 502  Space")  (Suite 506 and the Suite 502 Space are
collectively referred to herein as the "Additional Premises"), (iii) an increase
in the Base Rental rate,  (iv) the payment by Landlord to Tenant of an allowance
for  improvements  to the  Additional  Premises,  and (v) the  establishment  of
commencement dates, a Base Year, and rental rates for the Additional Premises.

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Defined Terms.  Unless defined  otherwise  herein,  all capitalized
terms used in this Amendment shall have the meanings attributed to such terms in
the Lease. Upon the expiration or earlier  termination of the term of the Lease,
as extended hereby,  Tenant shall vacate and surrender the Original Premises and
the Additional  Premises to Landlord in the condition  required by Section 12 of
the Lease and otherwise pursuant to the terms of the Lease.


<PAGE>


           2. TERM.  The term of the Lease for the  Original  Premises  shall be
extended for the Extended  Term,  which shall  commence on November 15, 2000 and
expire on January 31, 2002 (the "Extended  Termination  Date").  The term of the
lease for Suite 506 shall  commence upon  delivery,  anticipated  to occur on or
before November 15, 1998 and expire on the Extended  Termination  Date. The term
of the lease for the Suite 502 Space shall commence upon  delivery,  anticipated
to occur on or before  October 15, 1998 and expire on the  Extended  Termination
Date.  Within thirty (30) days  following the  determination  of the  respective
commencement  dates for Suite 506 and the Suite 502 Space,  Landlord  and Tenant
shall  each  execute  a  Commencement  Date  Memorandum  confirming  the  actual
commencement date for each such space.

           3. Leasing of Additional  Premises.  Landlord hereby leases to Tenant
Suite 506 and the Suite 502 Space for the respective  terms set forth in Section
2 above.  Accordingly,  Exhibit A to the Lease shall be deleted in its  entirety
and replaced with Exhibit A attached hereto.  Unless otherwise  provided in this
Amendment, from and after the respective commencement dates set forth in Section
2 above,  Tenant  shall  observe or perform,  with  respect to Suite 506 and the
Suite 502 Space, respectively, all obligations of Tenant pursuant to the Lease.

           4.  Rental  Rate.  From the date  first  written  above  through  the
Original  Termination Date, Tenant shall pay to Landlord as basic rental for its
lease of the  Original  Premises  the sum of $24.00 per  rentable  square  foot.
During the Extension Term,  Tenant shall pay to Landlord as basic rental for its
lease of the Original  Premises the sum of $31.50 per rentable square foot. From
the  commencement  date of the term of the lease for Suite 506 through  July 31,
2000,  Tenant  shall pay to Landlord as basic  rental for its lease of Suite 506
the sum of $30.00 per rentable  square foot;  from November 1, 1998 through July
31,  2000,  Tenant  shall pay to Landlord  as basic  rental for its lease of the
Suite 502 Space the sum of $30.00 per  rentable  square  foot  (i.e.,  if Tenant
occupies the Suite 502 Space prior to November 1, 1998,  Tenant will not have to
pay basic rental for the Suite 502 Space until November 1, 1998). From August 1,
2000  through the  Extended  Termination  Date,  Tenant shall pay to Landlord as
basic  rental  for its  lease of Suite  506 and the  Suite  502 Space the sum of
$31.50 per rentable square foot.

          5.  Tenant  Improvement  Allowance.  On  or  before  their  respective
commencement dates, Landlord shall deliver to Tenant Suite 506 and the Suite 502
Space in their current "As Is" condition.  Landlord shall provide Tenant with an
allowance (the "Tenant Improvement Allowance") of $5.00 per rentable square foot
in the  Additional  Premises  for  Tenant's  required  work  in  the  Additional
Premises.  The Tenant  Improvement  Allowance shall be provided to Tenant within
thirty (30) days after the lien-free completion of Tenant's  improvements in the
Additional  Premises,  provided  that  Tenant  delivers  to  Landlord  receipts,
invoices,  purchase  orders,  and other  documentation  reasonably  requested by
Landlord, including

                                       2
<PAGE>


mechanics' and materialmens' lien releases,  substantiating Tenant's expenditure
of the Tenant Improvement Allowance. In addition,  Landlord shall be responsible
for  installing  a demising  wall in the Suite 502 Space to separate  such space
from the remaining space in Suite 502.

          6. Base Year. The Base Year for the  Additional  Premises shall be the
1999 calendar year. The Base Year for the Original  Premises shall remain as the
1993 calendar year through the Extended  Termination Date.  Tenant's  percentage
share of  increases in operating  costs and  property  taxes for the  Additional
Premises shall be one and  seventy-three  hundredths  percent (1.73%).  Tenant's
percentage  share of  increases in  operating  costs and property  taxes for the
Original Premises shall remain two and forty-three hundredths percent (2.43%).

          7.  Successors and Assigns.  This Amendment  shall be binding upon and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns of the respective parties hereto.

          8. Limitation of Amendment.  Except as  specifically  modified by this
Amendment,  all of the terms and provision of the Lease shall remain  unmodified
and in full force and effect.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the day and  year  first  above  written.

TENANT:                                       LANDLORD:

INSTANT  VIDEO TECHNOLOGIES,                  BPG SANSOME,  L.L.C.,  a Delaware
INC.,  a Delaware  corporation                limited liability company

                                              By: BARKER PACIFIC GROUP
                                                  INC., Its Managing Member
By:  /s/  ???????????????
     -----------------------
ITS: V.P. OPERATIONS                              BY: /S/ MICHAEL D. BARKER
     -----------------------                          --------------------------
                                                          Michael D. Barker
BY:                                                       Managing Director
     -----------------------

ITS:
     -----------------------



                                       3

<PAGE>


                                   EXHIBIT A



                               [graphic omitted[


500 SANSOME STREET                                                   FIFTH FLOOR
--------------------------------------------------------------------------------
SAN FRANCISCO, CA


<PAGE>


                          COMMENCEMENT DATE MEMORANDUM

    To:      Instant Video Technologies                        November 20, 1998
             500 Sansome Street, Suite 503
             San Francisco, CA 94111

     Re:     Eighth  Amendment  to Lease  dated  October 12,  1998,  Between BPG
             Sansome,  LLC,  Lessor,  and Instant  Video  Technologies,  Lessee,
             Concerning  the Additional  Premises  (Suites 502 & 506) located at
             500 Sansome Street, San Francisco.

     In accordance  with the original  Lease and the subject Eight  Amendment to
     Lease (together the "Lease"), we wish to advise and/or confirm as follows:

     1)      The  Additional  Premises have been accepted by the Tenant as being
             substantially complete in accordance with the Lease and there is no
             deficiency in construction.

     2)      Lessee has possession of the Additional  Premises and  acknowledges
             that  under the  provisions  of Lease,  the term of said  Lease for
             Suite 502 shall  commence  as of  November  1, 1998,  for a term of
             thirty-nine  (39)  months  ending on January 31, 2002 and for Suite
             506  shall  commence  as  of  November  23,  1998,  for a  term  of
             approximately thirty-eight (38) months ending on January 31, 2002.

     3)      In accordance  with the Lease,  Rent  commenced to accrue for Suite
             502 on November 1, 1998 and for Suite 506 on November 23, 1998.

     4)      If the  commencement  date of the Lease is other than the first day
             of the month, the first billing will contain a pro rata adjustment.
             Each billing thereafter shall be for the full amount of the monthly
             installment as provided for in the Lease.

     5)      Rent is due and  payable  in  advance  on the first day of each and
             every month. Rent checks should be made payable to BPG Sansome, LLC
             and delivered to:

                                       BPG Sansome, LLC
                                       PO Box 8743
                                       Los Angeles, CA 90088-8743

     6)      The rentable square footage in the Additional Premises is 2,480.

     7)      Tenant's Percentage Share for the Additional Premises is 1.73%.

    Lessor:                                     Lessee:
    BPG Sansome, LLC                            Instant Video Technologies, Inc.
    a Delaware limited liability company        a Delaware Corporation
    500 Sansome Street, Suite 608
    San Francisco, CA 94111

    By: Barker Pacific Group                    By: David Morgenstein
        Managing Member                             ---------------------------

                                                Print Name: ____________________
    By: Michael D. Barker
        ----------------------                  Title:     C. O. O.
    Michael D. Barker                                 --------------------------
    Managing Director


<PAGE>
                        Commercial Use License Agreement

This  COMMERCIAL USE LICENSE  AGREEMENT  (this  "Agreement") is made and entered
into on this  12th  day of  January,  1999,  by and  between  BPG  SANSOME,  LLC
("Owner")  through BARKER PACIFIC GROUP,  lNC.  ("Managing  Member") and INSTANT
VIDEO TECHNOLOGIES, INC. ("User");

                                   WITNESSETH:

In  consideration of the mutual  Premises,  covenants and agreements  herein set
forth, the parties hereby agree as follows:

1. LICENSE:  Owner hereby grants to User a license to occupy and use, subject to
all of the terms and conditions  hereinafter  stated, the certain space known as
Storage Room S-0l (the  "Premises")  consisting  of  approximately  130 rentable
square  feet  located in the  basement  of the  property  commonly  known as 500
Sansome  Street,  located in San Francisco,  California  (the  "Property"),  the
Premises being more  particularly set forth in Exhibit "A",  attached hereto and
made a part  hereof.

2. USE: The  Premises may be occupied and used by User solely for the  following
purpose; as storage for non-hazardous materials only, and for no other purpose.

3. TERM:  The User shall use the Premises  under this  Agreement  for the period
commencing  the first day of February,  1999,  and  terminating  upon receipt of
thirty (30) days written notice provided by either party to the other party.

4. RENTAL: User shall pay to Owner as follows:
Fifteen and No/l00 Dollars ($15) per rentable  square foot per annum, or $162.50
dollars per month,  due on the first day of each month. A late fee equal to five
percent  (5%) of the overdue  amounts  will be assessed on amounts not  received
within  five (5) days of the due date.  In  addition,  for all  amounts not paid
within  30 days of the due  date,  owner may  charge  interest  on such past due
amounts equal to the lesser of (a) 3% per annum over the prime rate in effect at
Wells Fargo Bank or (b) the maximum lawful rate.

5.  SUPERVISION  OF  EMPLOYEES:  User  shall at all times  during its use of the
Premises  provide  sufficient  supervision and maintain  adequate control of its
employees, guests, or invitees.

6. NO PARTNERSHIP IMPLIED: Nothing contained herein shall be deemed or construed
by the parties hereto,  nor by any third party, as creating the  relationship of
principal and agent or of  partnership  or of joint venture  between the parties
hereto, it being understood and agreed that nothing  contained  herein,  nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of licensor and licensee.


<PAGE>


7.  NOTICES:  All  notices,  requests,  demands,  consents,  approvals  or other
communications  sent in  accordance  with the  Agreement  shall  hereinafter  be
addressed to the parties as follows:

          Owner:           BPG Sansome, LLC
                           500 Sansome Street
                           Suite 608
                           San Francisco, CA 94111

          and

          User:            Instant Video Technologies, Inc.
                           500 Sansome Street
                           Suite 503
                           San Francisco, CA 94111

IN WITNESS WHEREOF,  the parties have entered into this Agreement on the day and
year first hereinabove written.

BPG Sansome, LLC, a Delaware Limited Liability Company (Owner)
By:  Barker Pacific Group, Inc., a Delaware corporation, its Managing Member

By:       Michael S. Baskauskas
       -----------------------------------

Name:     Michael S. Baskauskas
       -----------------------------------

Title:    Executive Vice President
       -----------------------------------


Instant Video Technologies, Inc. (User)

By:       David Morgenstein
       -----------------------------------

Name:     David Morgenstein
       -----------------------------------

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



<PAGE>


                                    EXHIBIT A



                                [Graphic Omitted



500 SANSOME STREET                                                      BASEMENT
--------------------------------------------------------------------------------
SAN FRANCISCO, CA



<PAGE>



ORDERED BY:                                                       Purchase Order
Instant Video Technologies, Inc.                              Purchase Order No.
500 Sansome Street, Suite 503                                               1023
San Francisco, CA 94111
                                                                     Date Issued
Fax: 415.391.3392/Phone 415.391.4455                                      1/8/99

To:
   Barker Pacific Group, Inc.                   Ship To:
   P.O. Box 8743                                Instant Video Technologies, Inc.
   Los Angeles, CA 90088-8743                   500 Sansome Street, Suite 503
                                                San Francisco, CA 94111
   Fax: 415.421.3077 Phone: 415.421.0575


--------------------------------------------------------------------------------
   Good Thru              Ship Via                Account No.       Terms
--------------------------------------------------------------------------------
    2/7/99                 Courier                25-0503-CU     Net 30 Days
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
     Item                   Description        Quantity   Unit Price   Extension
--------------------------------------------------------------------------------
               Monthly rent of Basment storage   12.00      167.50      2,010.00





--------------------------------------------------------------------------------
                                                             TOTAL     $2,010.00
                                                       -------------------------
Authorized Signature ???????????????
                     -------------------------

<PAGE>

                        Commercial Use License Agreement

This  COMMERCIAL USE LICENSE  AGREEMENT  (this  "Agreement") is made and entered
into on this 6th day of April,  1999, by and between BPG SANSOME,  LLC ("Owner")
through BPG PARTNERS,  LLC ("Managing  Member") and INSTANT VIDEO  TECHNOLOGIES,
INC. ("User");

                                   WITNESSETH:

In  consideration of the mutual  Premises,  covenants and agreements  herein set
forth, the parties hereby agree as follows:

1. LICENSE:  Owner hereby grants to User a license to occupy and use, subject to
all of the terms and conditions  hereinafter  stated, the certain space known as
Storage Room S-22 (the  "Premises")  consisting  of  approximately  382 rentable
square  feet  located in the  basement  of the  property  commonly  known as 500
Sansome  Street,  located in San Francisco,  California  (the  "Property"),  the
Premises being more  particularly set forth in Exhibit "A",  attached hereto and
made a part hereof.

2. USE: The  Premises may be occupied and used by User solely for the  following
purpose; as storage for non-hazardous materials only, and for no other purpose.

3. TERM:  The User shall use the Premises  under this  Agreement  for the period
commencing the first day of May, 1999,  and  terminating  upon receipt of thirty
(30) days written notice provided by either party to the other party.

4.  RENTAL:  User shall pay to Owner as  follows:
Fifteen and No/100  Dollars  ($15.00)  per  rentable  square foot per annum,  or
$477.50 dollars per month,  due on the first day of each month. A late fee equal
to five  percent  (5%) of the  overdue  amounts  will be assessed on amounts not
received within five (5) days of the due date. In addition,  for all amounts not
paid within 30 days of the due date,  owner may charge interest on such past due
amounts equal to the lesser of (a) 3% per annum over the prime rate in effect at
Wells Fargo Bank or (b) the maximum lawful rate.

5.  SUPERVISION  OF  EMPLOYEES:  User  shall at all times  during its use of the
Premises  provide  sufficient  supervision and maintain  adequate control of its
employees, guests, or invitees.

6. NO PARTNERSHIP IMPLIED: Nothing contained herein shall be deemed or construed
by the parties hereto,  nor by any third party, as creating the  relationship of
principal and agent or of  partnership  or of joint venture  between the parties
hereto, it being understood and agreed that nothing  contained  herein,  nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of licensor and licensee.


<PAGE>


7.  NOTICES:  All  notices,  requests,  demands,  consents,  approvals  or other
communications  sent in  accordance  with the  Agreement  shall  hereinafter  be
addressed to the parties as follows:

          Owner:           BPG Sansome, LLC
                           500 Sansome Street
                           Suite 608
                           San Francisco, CA 94111

          and

          User:            Instant Video Technologies, Inc.
                           500 Sansome Street
                           Suite 503
                           San Francisco, CA 94111

IN WITNESS WHEREOF,  the parties have entered into this Agreement on the day and
year first hereinabove written.

BPG Sansome, LLC, a Delaware limited liability company (Owner)
By: BPG Partners, LLC, a Delaware limited liability company, its Managing Member

By:    /s/ Michael S. Baskauskas
       -------------------------

Name:  Michael S. Baskauskas
       -------------------------

Title: Exec. VP
       -------------------------

Instant Video Technologies, Inc. (User)

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

 Name: David Morgenstein
       -------------------------

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


<PAGE>



                                    EXHIBIT A




                               [Graphic Omitted]



500 SANSOME STREET                                                      BASEMENT
--------------------------------------------------------------------------------
SAN FRANCISCO, CA



<PAGE>


                            NINTH AMENDMENT TO LEASE

          THIS NINTH  AMENDMENT TO LEASE  (hereinafter  "Amendment") is made and
entered into as of May 5, 1999, by and between BPG SANSOME,  L.L.C.,  a Delaware
limited  liability  company,  as  successor-in-interest  to 500  Sansome  Street
Company, a limited  partnership  ("Landlord"),  and INSTANT VIDEO  TECHNOLOGIES,
INC., a Delaware corporation ("Tenant").

                                    RECITALS:

          A. Landlord's predecessor-in-interest, 500 Sansome Street Company, and
Tenant  heretofore  have entered into a Lease dated as of February 15, 1993,  as
amended by that certain  First  Amendment to Lease dated as of February 9, 1994,
that certain  Second  Amendment to Lease dated as of June 9, 1994,  that certain
Third  Amendment  to Lease dated as of January 13,  1995,  that  certain  Fourth
Amendment to Lease dated as of June 12, 1995,  that certain  Fifth  Amendment to
Lease dated as of February 13, 1996, that certain Sixth Amendment to Lease dated
as of August 2, 1996,  and that certain  Seventh  Amendment to Lease dated as of
May 1, 1997,  each executed by 500 Sansome Street  Company and Tenant,  and that
certain  Eighth  Amendment to Lease dated as of October 12, 1998  (collectively,
"Lease"),  pursuant  to which  Tenant  leases  from  Landlord  certain  premises
designated  as  Suites  502,  503,  505  and  506  containing  an  aggregate  of
approximately  5,948 rentable square feet (the "Premises") on the fifth floor of
that certain  building known as 500 Sansome  Street,  San Francisco,  California
("Building").

          B. The Lease,  as amended,  is scheduled to expire on January 31, 2002
(the "Termination  Date").  Landlord and Tenant now desire to amend the Lease on
the terms and  conditions  contained  in this  Amendment  to provide for (i) the
expansion of the Premises into space containing 1,872 rentable square feet known
as Suite 504 ("Suite 504") and space containing 2,842 rentable square feet known
as Suite 500 ("Suite 500") (Suite 504 and Suite 500 are collectively referred to
herein as the "Additional Premises"),  (ii) the payment by Landlord to Tenant of
an  allowance  for  improvements  to the  Additional  Premises,  and  (iii)  the
establishment  of  commencement  dates,  a Base Year,  and rental  rates for the
Additional  Premises.  With the expansion of the Premises  contemplated  hereby,
Tenant's total leased space shall comprise 10,662 rentable square feet.

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Defined Terms.  Unless defined  otherwise  herein,  all capitalized
terms used in this Amendment shall have the meanings attributed to such terms in
the Lease.

          2.  Leasing  of  Additional  Premises.  Upon and  subject to the terms
hereof,  Landlord  hereby  leases  to  Tenant  Suite  504 and  Suite 500 for the
respective  terms set forth in  Section 3 below.  Accordingly,  Exhibit A to the
Lease shall be deleted in its


<PAGE>


entirety and replaced with Exhibit A attached hereto.  Unless otherwise provided
in this Amendment, from and after the respective commencement dates set forth in
Section 2 above, Tenant shall observe and perform, with respect to Suite 504 and
Suite 500, respectively, all obligations of Tenant pursuant to the Lease.

          3.  Term.  The term of the lease for  Suite  504 shall  commence  upon
delivery,  anticipated  to occur on or before  May 15,  1999,  and expire on the
Termination  Date.  The term of the lease for  Suite  500  shall  commence  upon
delivery,  anticipated to occur on or before November 1, 1999, and expire on the
Termination  Date.  Within thirty (30) days following the  determination  of the
respective  commencement  dates for Suite 504 and Suite 500, Landlord and Tenant
shall execute a Commencement  Date Memorandum  confirming the commencement  date
for each suite.  Upon the  expiration or earlier  termination of the term of the
Lease,  Tenant  shall  vacate and  surrender  the  Premises  and the  Additional
Premises to Landlord  in the  condition  required by Section 12 of the Lease and
otherwise pursuant to the terms of the Lease.

          4. Rental Rate. From the respective  commencement dates for Suites 504
and 500 as provided herein, Tenant shall pay to Landlord as basic rental the sum
of $35.00 per rentable square foot with respect to each suite.

          5. Tenant  Improvement  Allowance.  Landlord shall be responsible  for
creating a  "passthrough"  in the hallway  between  Suite 504 and Suite 500 once
Suite 500 becomes available.  On or before their respective  commencement dates,
Landlord  shall  deliver to Tenant Suite 504 and Suite 500 in their  current "As
Is" condition, and, except as provided herein, Landlord shall have no obligation
whatsoever  to  provide  any  alterations  or  improvements  with  regard to the
Additional  Premises.  Landlord  shall  provide  Tenant with an  allowance  (the
"Tenant  Improvement  Allowance") of $4,680.00 for Suite 504, and $14,210.00 for
Suite 500,  for  Tenant's  required  work in those  suites  which may be used by
Tenant for any  improvement it makes to those suites  (provided the same is made
in accordance with the Lease). The aggregate Tenant Improvement Allowance amount
may be allocated by Tenant to  improvement  work in Suites 500 and 504 as Tenant
may elect (e.g.,  Tenant may elect to shift some of the  allowance  allocated to
Suite 500 over to Suite 504),  provided that  Landlord  shall not be required to
make available the amounts  described above until following the  commencement of
the Lease for each  respective  Suite (i.e.,  Landlord  shall not be required to
make  available  the  $14,210.00  amount  allocated to Suite 500 until after the
lease  commences with respect to Suite 500).  Tenant shall  construct the tenant
improvements for the Additional  Premises in accordance with all applicable laws
and codes and pursuant to plans and using such  contractors as shall be approved
in advance by Landlord.  Landlord shall pay out the Tenant Improvement Allowance
as any such work is completed  based upon the stage of  completion  and provided
Landlord has received bills and lien releases from Tenant's contractor(s) and/or
suppliers,  subject to a ten percent (10%) retention to be withheld until final,
lien-free completion of the work. Tenant shall

                                       2

<PAGE>

pay all  costs  for  constructing  its  improvements  in  excess  of the  Tenant
Improvement Allowance, and shall pay for all applicable fees and permits.

          6. Base Year. The Base Year for the  Additional  Premises shall be the
1999  calendar  year.  Upon  commencement  of the term for Suite  504,  Tenant's
percentage  share of increases in  operating  costs and property  taxes shall be
increased  by an amount  equal to one and  thirty-four  one  hundredths  percent
(1.34%),  and upon commencement of the term for Suite 500,  Tenant's  percentage
share of increases in operating  costs and property  taxes shall be increased by
an amount equal to two and three one-hundredths percent (2.03%).

          7. Right of First Refusal on the 5th Floor.

                  (a) Landlord hereby agrees that should space become  available
on the 5th floor of the  Building,  other than the Premises  and the  Additional
Premises,  and  Landlord  receives a bona fide third  party  offer to lease such
available space upon terms and conditions  acceptable to Landlord  ("third party
offer"),  Landlord  shall give notice to Tenant that such space is available for
lease by Tenant  upon the terms and  conditions  set forth in such  third  party
offer. If Tenant desires to exercise its right to lease such space,  Tenant must
give  Landlord  notice of its intent to  exercise  such right  stating  Tenant's
unequivocal  acceptance of such offered terms and  conditions no later than five
(5) business days after  Landlord sends Tenant such notice of  availability.  If
Tenant does not timely provide Landlord with such written notice and acceptance,
then  Landlord  shall  thereafter be free to lease such space to any third party
upon any terms Landlord deems acceptable.  In the event Tenant exercises a right
to add additional space in accordance with this paragraph,  Tenant's  percentage
share  of  increases  in  operating   expenses  and  taxes  shall  be  increased
proportionately in accordance with the terms of the Lease.

                  (b) Space subject to this paragraph  shall be deemed to become
available  upon  expiration or other  termination  of a lease to another  tenant
covering  such space or any part of it,  taking  into  account  any  renewals or
extensions of such lease or new lease of such space to such existing tenant, and
vacation of such space by such tenant.

                  (c)  Notwithstanding  any  provision  of this  section,  it is
understood and agreed that the right of refusal  described  herein shall,  as to
any space offered hereunder, at Landlord's option terminate and be of no further
force or effect if:

                      (i)  Landlord   gives  Tenant  a  written  notice  of  the
availability of such space upon the terms provided hereinabove,  and Tenant does
not notify Landlord,  in writing,  of Tenant's acceptance of such terms when and
as hereinabove provided, time being of the essence;


                                        3

<PAGE>

                      (ii) Landlord presents Tenant with an "Amendment to Lease"
to incorporate the space into the Premises upon the terms described  above,  and
Tenant  fails to  execute  such  Amendment  within  fifteen  (15) days after its
receipt;

                      (iii) At any time that any portion of the space becomes or
is  available  until an  "Amendment  to Lease" is fully  executed,  Tenant is in
default in the performance of any of the covenants,  conditions or agreements to
be performed under the Lease beyond any applicable cure period;

                      (iv)  The  original  term  of  the  Lease  expires  or  is
terminated.

          8. FTI Termination.  Notwithstanding  anything to the contrary herein,
Landlord's  obligation  to  deliver  Suite  504  shall be  conditioned  upon the
execution by Forensic  Technologies  Inc., the current tenant of Suite 504, of a
Lease Termination Agreement satisfactory to Landlord in its sole discretion.  If
for any reason  Landlord cannot deliver Suite 504 to Tenant on or before May 15,
1999,  Landlord  shall  not be  subject  to any  liability  therefor,  nor shall
Landlord be in default  hereunder,  and Tenant  agrees to accept  possession  of
Suite 504, and the term hereof with respect to Suite 504 shall commence, at such
time as Landlord does deliver same to Tenant.

          9.  Successors and Assigns.  This Amendment  shall be binding upon and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns of the respective parties hereto.

          10. Limitation of Amendment.  Except as specifically  modified by this
Amendment,  all of the terms and provision of the Lease shall remain  unmodified
and in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.


TENANT:                                       LANDLORD:

INSTANT VIDEO TECHNOLOGIES,                   BPG SANSOME, L.L.C., a Delaware
INC., a Delaware corporation                  limited liability company

                                              By: BPG PARTNERS, LLC,
                                                  Managing Member

Its: Edward H. Davis                              By: Richard J. Johnson
     --------------------------------
By:  Edward H. Davis                                  Richard J. Johnson
     --------------------------------
Its: Vice President & General Counsel
     --------------------------------


                                       4

<PAGE>


                                   Exhibit A




                               [Graphic Omitted]


                                                                     FIFTH FLOOR

<PAGE>




                          COMMENCEMENT DATE MEMORANDUM

To:      Instant video Technologies                                 May 21, 1999
         500 Sansome Street, Suite 503
         San Francisco, CA 94111

Re:      Ninth Amendment to Lease dated May 5, 1999,  between BPG Sansome,  LLC,
         Lessor, and Instant Video  Technologies,  Inc., Lessee,  concerning the
         Additional  Premises  (Suite 504)  located at 500 Sansome  Street,  San
         Francisco.

In accordance  with the original Lease and the subject Ninth  Amendment to Lease
(together the "Lease"), we wish to advise and/or confirm as follows:

1)       The Additional Premises (Suite 504) have been accepted by the Tenant as
         being substantially  complete in accordance with the Lease and there is
         no deficiency in construction.

2)       Lessee  has  possession  of the  Additional  Premises  (Suite  504) and
         acknowledges that under the provisions of Lease, the term of said Lease
         for  Suite  504  shall  commence  as of May  15,  1999,  for a term  of
         thirty-two and one half (32.5) months ending on January 31, 2002.

3)       In accordance with the Lease, Rent commenced to accrue for Suite 504 on
         May 15, 1999.


4)       If the  commencement  date of the Lease is other  than the first day of
         the month, the first billing will contain a pro rata  adjustment.  Each
         billing  thereafter  shall  be for  the  frill  amount  of the  monthly
         installment as provided for in the Lease.

5)       Rent is due and  payable  in advance on the first day of each and every
         month.  Rent  checks  should be made  payable to BPG  Sansome,  LLC and
         delivered to:

                                   BPG Sansome, LLC
                                   PO Box 8743
                                   Los Angeles, CA 90088-8743

6)       The rentable  square footage in the Additional  Premises (Suite 504) is
         1,872.

7)       Tenant's Percentage Share for Suite 504 is 1.34%.

Lessor:                                         Lessee:

BPG Sansome, LLC                                Instant Video Technologies, Inc.
a Delaware limited liability company            a Delaware corporation
500 Sansome Street, Suite 608                   500 Sansome Street, Suite 503
San Francisco, CA 94111                         San Francisco CA 94111

By:      BPG Partners, LLC                      By: /s/ David Morgenstein
         Managing Member                            ----------------------------

                                               Print Name: David Morgenstein
                                                           ---------------------
By:      /s/ Richard J. Johnson                Title: C.O.O.
         -----------------------                      --------------------------
         Richard J. Johnson
         Manager


<PAGE>


                        Commercial Use License Agreement

This  COMMERCIAL USE LICENSE  AGREEMENT  (this  "Agreement") is made and entered
into on this 7th day of May,  1999,  by and between BPG SANSOME,  LLC  ("Owner")
through BPG PARTNERS,  LLC ("Managing  Member") and INSTANT VIDEO  TECHNOLOGIES,
lNC. ("User");

                                   WITNESSETH:

In  consideration of the mutual  Premises,  covenants and agreements  herein set
forth, the parties hereby agree as follows:

1. LICENSE:  Owner hereby grants to User a license to occupy and use, subject to
all of the terms and conditions  hereinafter stated, the certain spaces known as
Storage  Rooms S-20 & S-21 (the  "Premises")  consisting  of  approximately  566
rentable  square feet located in the basement of the property  commonly known as
500 Sansome Street, located in San Francisco,  California (the "Property"),  the
Premises being more  particularly set forth in Exhibit "A",  attached hereto and
made a part hereof.

2. USE: The  Premises may be occupied and used by User solely for the  following
purpose; as storage for non-hazardous materials only, and for no other purpose.

3. TERM:  The User shall use the Premises  under this  Agreement  for the period
commencing the first day of June,  1999, and terminating  upon receipt of thirty
(30) days written notice provided by either party to the other party.

4. RENTAL: User shall pay to Owner as follows:
Fifteen and No/l00  Dollars  ($15.00)  per  rentable  square foot per annum,  or
$707.50 dollars per month,  due on the first day of each month. A late fee equal
to five  percent  (5%) of the  overdue  amounts  will be assessed on amounts not
received within five (5) days of the due date. In addition,  for all amounts not
paid within 30 days of the due date,  owner may charge interest on such past due
amounts equal to the lesser of (a) 3% per annum over the prime rate in effect at
Wells Fargo Bank or (b) the maximum lawful rate.

5.  SUPERVISION  OF  EMPLOYEES:  User  shall at all times  during its use of the
Premises provide  sufficient  supervision and maintain adequate control,  of its
employees, guests, or invitees.

6. NO PARTNERSHIP IMPLIED: Nothing contained herein shall be deemed or construed
by the parties hereto,  nor by any third party, as creating the  relationship of
principal and agent or of  partnership  or of joint venture  between the parties
hereto, it being understood and agreed that nothing  contained  herein,  nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
the parties hereto other than the relationship of licensor and licensee.


<PAGE>


7.  NOTICES:  All  notices,  requests,  demands,  consents,  approvals  or other
communications  sent in  accordance  with the  Agreement  shall  hereinafter  be
addressed to the parties as follows:

          Owner:           BPG Sansome, LLC
                           500 Sansome Street
                           Suite 608
                           San Francisco, CA 94111

          and

          User:            Instant Video Technologies, Inc.
                           500 Sansome Street
                           Suite 503
                           San Francisco, CA 94111

IN WITNESS WHEREOF,  the parties have entered into this Agreement on the day and
year first hereinabove written.

BPG Sansome, LLC, a Delaware limited liability company (Owner)
By: BPG Partners, LLC, a Delaware limited liability company, its Managing Member

By:    /s/ Michael S. Baskauskas
       -------------------------

Name:  Michael S. Baskauskas
       -------------------------

Title: Executive Vice President
       -------------------------

Instant Video Technologies, Inc. (User)

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

 Name: David Morgenstein
       -------------------------

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


<PAGE>


                                    EXHIBIT A




                               [Graphic Omitted]




500 SANSOME STREET                                                      BASEMENT
--------------------------------------------------------------------------------
SAN FRANCISCO, CA



<PAGE>


                            TENTH AMENDMENT TO LEASE

          THIS TENTH  AMENDMENT TO LEASE  (hereinafter  "Amendment") is made and
entered into as of June 24, 1999, by and between BPG SANSOME, L.L.C., a Delaware
limited  liability  company,  as  successor-in-interest  to 500  Sansome  Street
Company, a limited  partnership  ("Landlord"),  and INSTANT VIDEO  TECHNOLOGIES,
INC., a Delaware corporation ("Tenant").

                                    RECITALS:

          A. Landlord's predecessor-in-interest, 500 Sansome Street Company, and
Tenant  heretofore  have entered into a Lease dated as of February 15, 1993,  as
amended by that certain  First  Amendment to Lease dated as of February 9, 1994,
that certain  Second  Amendment to Lease dated as of June 9, 1994,  that certain
Third  Amendment  to Lease dated as of January 13,  1995,  that  certain  Fourth
Amendment to Lease dated as of June 12, 1995,  that certain  Fifth  Amendment to
Lease dated as of February 13, 1996, that certain Sixth Amendment to Lease dated
as of August 2, 1996,  and that certain  Seventh  Amendment to Lease dated as of
May 1, 1997,  each executed by 500 Sansome Street  Company and Tenant,  together
with that certain  Eighth  Amendment to Lease dated as of October 12, 1998,  and
that certain  Ninth  Amendment  to Lease dated as of May 5, 1999  (collectively,
"Lease"),  pursuant  to which  Tenant  leases  from  Landlord  certain  premises
designated as Suites 500, 502, 503, 504, 505 and 506  containing an aggregate of
approximately 10,662 rentable square feet (the "Premises") on the fifth floor of
that certain  building known as 500 Sansome  Street,  San Francisco,  California
("Building").

          B. The Lease,  as amended,  is scheduled to expire on January 31, 2002
(the "Termination  Date").  Landlord and Tenant now desire to amend the Lease on
the terms and  conditions  contained  in this  Amendment  to provide for (i) the
expansion of the  Premises  into space  containing  2,237  rentable  square feet
located on the second floor of the Building known as Suite 201 (the  "Additional
Premises"),  (ii)  the  payment  by  Landlord  to  Tenant  of an  allowance  for
improvements  to the  Additional  Premises,  and  (iii) the  establishment  of a
commencement date, Base Year, and rental rate for the Additional Premises.  With
the expansion of the Premises  contemplated hereby,  Tenant's total leased space
shall comprise 12,899 rentable square feet.

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Defined Terms.  Unless defined  otherwise  herein,  all capitalized
terms used in this Amendment shall have the meanings attributed to such terms in
the Lease.

          2.  Leasing  of  Additional  Premises.  Upon and  subject to the terms
hereof,  Landlord  hereby leases to Tenant the Additional  Premises (as shown on
Exhibit A attached  hereto)  for the term set forth in  Section 3 below.  Unless
otherwise  provided in this Amendment,  from and after the commencement date set
forth in Section 3


<PAGE>


below,  Tenant  shall  observe  and  perform,  with  respect  to the  Additional
Premises, all obligations of Tenant pursuant to the Lease.

          3.  Term.  The term of the lease  for the  Additional  Premises  shall
commence  upon  delivery,  anticipated  to occur on or before July 1, 1999,  and
expire  on  the  Termination   Date.  Within  thirty  (30)  days  following  the
determination of the commencement date for the Additional Premises, Landlord and
Tenant shall execute a Commencement Date Memorandum confirming. the commencement
date for the Additional Premises.  Upon the expiration or earlier termination of
the term of the Lease,  Tenant shall vacate and  surrender  the Premises and the
Additional  Premises to Landlord in the condition  required by Section 12 of the
Lease and otherwise pursuant. to the terms of the Lease.

          4. Rental Rate. From the commencement date for the Additional Premises
as provided  herein,  Tenant  shall pay to  Landlord as basic  rental the sum of
$36.00 per rentable square foot per year.

          5. Tenant Improvement  Allowance.  On or before the commencement date,
Landlord shall deliver to Tenant the Additional  Premises in its current "As Is"
condition,  and,  except as provided  herein,  Landlord shall have no obligation
whatsoever  to  provide  any  alterations  or  improvements  with  regard to the
Additional  Premises.  Landlord  shall  provide  Tenant with an  allowance  (the
"Tenant Improvement  Allowance") of $4,474.00 for the Additional Premises (equal
to $2.00 per  rentable  square foot of the  Additional  Premises),  for Tenant's
required  work in the  Additional  Premises  which may be used by Tenant for any
improvement  it makes to the Additional  Premises  (provided the same is made in
accordance with the Lease).  Tenant shall construct the tenant  improvements for
the Additional  Premises in accordance  with all  applicable  laws and codes and
pursuant to plans and using such  contractors as shall be approved in advance by
Landlord.  Landlord shall pay out the Tenant  Improvement  Allowance as any such
work is completed  based upon the stage of completion and provided  Landlord has
received bills and lien releases from Tenant's  contractor(s)  and/or suppliers,
subject to a ten percent (10%)  retention to be withheld until final,  lien-free
completion  of the  work.  Tenant  shall  pay all  costs  for  constructing  its
improvements in excess of the Tenant  Improvement  Allowance,  and shall pay for
all applicable fees and permits.

          6. Base Year. The Base Year for the  Additional  Premises shall be the
2000 calendar year. Upon  commencement of the term for the Additional  Premises,
Tenant's  percentage  share of increases in operating  costs and property  taxes
shall be increased by an amount  equal to one and sixty one  hundredths  percent
(1.60%).

          7. First Month's Rent; Increase of Security Deposit. Upon execution of
this  Amendment,  Tenant shall deposit with Landlord the sum of  $13,422.00,  of
which $6,711 shall be credited  towards the first  month's  basic rental due for
the  Additional  Premises,  and of which  $6,711  shall be added to the Security
Deposit held by Landlord

                                       2

<PAGE>


pursuant the Lease as security for tenant's performance of its obligations under
the Lease.

          8. Delay in Delivery.  If for any reason  Landlord  cannot deliver the
Additional  Premises to Tenant on or before July 1, 1999,  Landlord shall not be
subject to any liability  therefor,  nor shall Landlord be in default hereunder,
and Tenant agrees to accept possession of the Additional Premises,  and the term
hereof with respect to the Additional  Premises shall commence,  at such time as
Landlord does deliver same to Tenant.

          9.  Broker.  Landlord  shall be  responsible,  pursuant  to a separate
agreement,  for payment of a brokerage commission to Belvedere Associates,  Inc.
(as the broker for Tenant) (the  "Broker") in  connection  with this  Amendment.
Landlord and Tenant each represent and warrants to the other that no party other
than  Broker  is  entitled  to any fee or  commission  in  connection  with  the
negotiation or consummation  of this  Amendment.  Landlord and Tenant shall each
indemnify,  defend and hold the other  harmless  from and against  liability for
compensation  or charges  which may be claimed  by any  broker,  finder or other
similar party other than Broker by reason of this Amendment.

          10.  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns of the respective parties hereto.

          11. Limitation of Amendment.  Except as specifically  modified by this
Amendment,  all of the terms and provision of the Lease shall remain  unmodified
and in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

TENANT:                                       LANDLORD:

INSTANT VIDEO TECHNOLOGIES,                   BPG SANSOME, L.L.C., a Delaware
INC., a Delaware corporation                  limited liability company

                                              By: BPG PARTNERS, LLC,
                                                  Managing Member

Its: /s/ David Morgenstein                        By: Richard J. Johnson
     ----------------------                           --------------------------
By:  /s/ David Morgenstein                            Richard J. Johnson
     ----------------------                           Manager
Its: C.O.O.
     ----------------------

                                       3


<PAGE>


                                    Exhibit A



                               [Graphic Omitted[


                                                                    SECOND FLOOR

                                                                      REFERENCE
                                                                        NORTH

                                       500
                                 SANSOME STREET





<PAGE>



                          COMMENCEMENT DATE MEMORANDUM


To:      Instant Video Technologies                                July 7, 1999
         500 Sansome Street, Suite 503
         San Francisco, CA 94111


 Re:     Tenth Amendment to Lease dated June 24, 1999, between BPG Sansome, LLC,
         Lessor, and Instant Video  Technologies,  Inc., Lessee,  concerning the
         Additional  Premises  (Suite 201)  located at 500 Sansome  Street,  San
         Francisco.


In accordance  with the original Lease and the subject Tenth  Amendment to Lease
(together the "Lease"), we wish to advise and/or confirm as follows:

 1)      The Additional Premises (Suite 201) have been accepted by the Tenant as
         being substantially  complete in accordance with the Lease and there is
         no deficiency in construction.

 2)      Lessee  has  possession  of the  Additional  Premises  (Suite  201) and
         acknowledges that under the provisions of Lease, the term of said Lease
         for  Suite  201  shall  commence  as of  July  1,  1999,  for a term of
         thirty-one (31) months ending on January 31, 2002.

 3)      In accordance with the Lease, Rent commenced to accrue for Suite 201 on
         July 1, 1999.

 4)      If the  commencement  date of the Lease is other  than the first day of
         the month, the first billing will contain a pro rata  adjustment.  Each
         billing  thereafter  shall  be for  the  full  amount  of  the  monthly
         installment as provided for in the Lease.

 5)      Rent is due and  payable  in advance on the first day of each and every
         month.  Rent  checks  should be made  payable to BPG  Sansome,  LLC and
         delivered to:

                                   BPG Sansome, LLC
                                   P0 Box 8743
                                   Los Angeles, CA 90088-8743

 6)      The rentable  square footage in the Additional  Premises (Suite 201) is
         2,237.

 7)      Tenant's Percentage Share for Suite 201 is 1.60%.

Lessor:                                         Lessee:
BPG Sansome, LLC                                Instant Video Technologies, Inc.
a Delaware limited liability company            a Delaware corporation
500 Sansome Street, Suite 608                   500 Sansome Street, Suite 503
San Francisco, CA 94111                         San Francisco, CA 94111

By:      BPG Partners, LLC                      By: /s/ David Morgenstein
         Managing Member                            ----------------------------
                                                Print Name: DAVID MORGENSTEIN
                                                            --------------------
By:      /s/ Richard J. Johnson                 Title: C.O.O.
         -----------------------                       -------------------------
         Richard J. John
         Manager


<PAGE>


500 SANSOME STREET COMPANY
500 Sansome Street
San Francisco, CA 94111


                          ESTOPPEL CERTIFICATE (TENANT)

Re:       Landlord:                        500 Sansome Street Company
                                           a California limited partnership

          Tenant:                          Instant Video Technologies, Inc.

          Premises:                        Office Building located at
                                           500 Sansome Street,
                                           Suites 503 and 505,
                                           San Francisco, California

Lease Dated:                               February 15, 1993

Commencement Date                          Original Date: February 16, 1993
of Lease;                                  Amended Date: May 15, 1997

Basic Lease Term:                          Six (6) months

Security Deposit:                          $9,312.00

Gentlemen:

         The undersigned,  Tenant under the above described lease (the "Lease"),
hereby confirms, as of the date hereof the following:

         1.       That  Exhibit  A  attached   hereto  and  by  this   reference
                  incorporated  herein is a true,  complete and accurate copy of
                  the Lease.

         2.       The  undersigned  is in full and  complete  possession  of the
                  Premises;  that the Premises  are  accurately  designated  and
                  shown on Exhibit A; and that the information hereinabove as to
                  Landlord,  Tenant,  Premises, Lease Date, Commencement Date of
                  Lease,  Basic  Lease  Term and  Security  Deposit  is true and
                  correct.

         3.       That the Lease is in full force and effect;  that there are no
                  existing  conditions  on the part of the  Landlord  under  the
                  terms thereof,  including without limitation,  any requirement
                  of the Landlord to install tenant improvements,  nor are there
                  any existing  defaults  under the Lease,  or otherwise,  which
                  would give the  undersigned  the right to cancel or  terminate
                  the Lease. None

         4.       That  subsequent to the date  thereof;  the Lease has not been
                  amended,  modified,   supplemented  or  superseded  except  as
                  follows:

                  First Amendment to Lease dated February 9, 1994

                  Second Amendment to Lease dated June 9, 1994

                  Third Amendment to Lease dated January 13, 1995

                  Fourth Amendment to Lease dated June 12, 1995

                  Fifth Amendment to Lease dated February 13, 1996

                  Sixth Amendment to Lease dated August 2, 1996

                  Seventh Amendment to Lease dated May 1, 1997

                                    EXHIBIT I


<PAGE>




          5.      That the undersigned  has received no rental inducements, free
                  rent,  or any  other  economic  inducement  to enter  into the
                  lease except as follows: None

          6.      That no rents  have been  prepaid  except as  provided  by the
                  Lease;  and that the undersigned does not now have or hold any
                  claims  against  Landlord  which  might be set off or credited
                  against future-accruing rents, except as follows: None

          7.      That the  undersigned  has  received  no notice of prior sale,
                  transfer, assignment,  hypothecation or pledge of the Lease or
                  of the rents secured "herein," except as follows: None

          8.      That  the  undersigned  has no  options  with  respect  to the
                  premises  except as  follows:  Provided  that Tenant is not in
                  default,  tenant  shall  have the option to extend the term of
                  this  Lease for an  additional  period of three (3) years (the
                  "Extension Term").

          9.      That the  undersigned  is not the  subject of any  bankruptcy,
                  reorganization or insolvency proceedings.

         10.      That the  undersigned  has no option or right of first refusal
                  to purchase  the Office  Building of which the  Premises are a
                  part. The undersigned  acknowledges that it is aware that this
                  Estoppel  Certificate  may be relied  upon by any  prospective
                  purchaser, mortgagee or beneficiary under any deed of trust or
                  any assignee or successor to any thereof.


Dated: 22 May, 1997

                                                INSTANT VIDEO TECHNOLOGIES, INC.

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

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

                                                By: ????????????
                                                    ----------------------------
                                                Its: Chairman/CEO
                                                     ---------------------------

          We agree with and confirm the  information  contained in the foregoing
Estoppel Certificate.

                                          LANDLORD
                                          500 SANSOME STREET COMPANY,
                                          a California limited partnership

                                          By: _______________________________
                                              Peter A. Salz, its General Partner


Dated: _______________, 1997


                                   EXHIBIT I

<PAGE>


                                 TENANT ESTOPPEL


                                 August 31, 1998


Prime Capital Funding, LLC
230 Park Avenue
New York, New York


          Re:  Lease  between BPG  SANSOME,  LLC,  as Landlord or its  assignees
          ("Landlord"),   and  INSTANT  VIDEO   TECHNOLOGIES,   INC.  as  Tenant
          ("Tenant"),  dated  February 15, 1993 for  approximately  3,468 square
          feet of space in 500 Sansome  Street,  San Francisco,  California (the
          "Project") (the "Lease")

Gentlemen:

          Tenant  understands  that PRIME CAPITAL  FUNDING,  LLC or an affiliate
(together with its successors and assigns,  "Lender")  intends to make a loan to
BPG SANSOME,  LLC  ("Borrower") to be secured by the Project.  Tenant  presently
leases  premises  within the Project  pursuant to the Lease,  and, in connection
with the  foregoing,  Tenant  does  hereby  certify  to  Borrower  and Lender as
follows:


         (a) The Lease is in full force and effect;  there are no  amendments or
modifications  of any kind to the Lease except the  following:  First  Amendment
dated February 9, 1994;  Second  Amendment  dated June 9, 1994;  Third Amendment
dated January 13, 1995;  Fourth  Amendment dated June 12, 1995;  Fifth Amendment
dated February 13, 1996; Sixth Amendment dated August 2, 1996; Seventh Amendment
dated May 1, 1997; there are no other promises, agreements,  understandings,  or
commitments  between  Landlord and Tenant  relating to the premises leased under
the  Lease;  and  Tenant  has not  given  Landlord  any  notice  of  termination
hereunder;

         (b) There has not been and is now no subletting of the leased premises,
or any part  thereof,  or  assignment  by Tenant  of the  Lease,  or any  rights
therein, to any party;

         (c) A security  deposit in the  amount of  $9,312.00  has been given by
Tenant under the terms of, or with respect to, the Lease;

         (d) No uncured default,  event of default, or breach by Landlord exists
under the Lease, no facts or circumstances exist that, with the passage of time,
will or could constitute a default, event of default, or breach under the Lease.
Tenant has made no claim against Landlord alleging  Landlord's default under the
Lease;


<PAGE>


         (e) Tenant is in full and complete possession of its leased premises in
the Project and has accepted its leased  premises in the Project,  including any
work of Landlord  performed  thereon pursuant to the terms and provisions of the
Lease,  and all common  areas of the  Project  (including,  without  limitation,
parking areas,  sidewalks,  access ways and  landscaping) are in compliance with
the Lease and are satisfactory for Tenant's purposes;

         (f) To the best of Tenant's knowledge and belief,  there are no rental,
lease, or similar  commissions  payable with respect to the Lease, except as may
be expressly set forth therein;

         (g) Tenant is  obligated  to pay rent to Landlord at the rate set forth
in the Lease. Tenant is current with respect to, and is paying the full rent and
other charges  stipulated in the Lease (including,  without  limitation,  common
area maintenance charges) with no offsets,  deductions,  defenses or claims; and
Tenant has not prepaid any rent or other amounts to Landlord other than rent and
other charges due and payable in the calendar month of this certification;

         (h) Tenant is not entitled to any concession or rebate of rent or other
charges  from time to time due and  payable  under the  Lease,  and there are no
unpaid or unreimbursed construction allowances or other offsets due Tenant under
the Lease;

         (i) The current monthly estimated  operating expense passthrough charge
paid by Tenant under the Lease is $292.00;

         (j) The monthly storage rent under the month to month lease for storage
space is $0.00;

         (k) The  monthly  base rent under the Lease is  $6,936.00  and has been
paid by Tenant through August 31, 1998;

         (l) Tenant is open for business and in operation in the Project;

         (m) Tenant  agrees to provide  copies of all notices  given to Landlord
under the Lease to Lender at the following address:

                           Prime Capital Funding, LLC
                           77 West Wacker Drive, Suite 3900
                           Chicago, Illinois 60601
                           Attn:  Victoria A. Cory, Senior Vice President

         (n) The  undersigned  representative  of Tenant is duly  authorized and
fully  qualified to execute this  instrument on behalf of Tenant thereby binding
Tenant;

         (o)  Tenant  agrees  and  acknowledges  that the  Lease is and shall be
subordinate  to the  mortgage/deed  of trust in favor of Lender.  Tenant  agrees
that, in the event

                                       2
<PAGE>


Lender becomes the owner of the premises by  foreclosure,  conveyance in lieu of
foreclosure  or otherwise,  then Tenant shall attorn to and recognize  Lender as
the landlord  under the Lease for the  remainder of the term hereof,  and Tenant
shall perform and observe its obligations thereunder,  subject only to the terms
and conditions of the Lease.  Tenant further covenants and agrees to execute and
deliver upon request of Lender an appropriate  agreement of attornment to Lender
and any subsequent titleholder of the premises.

         (p) Tenant acknowledges that the initial term of the Lease commenced on
February  16, 1993, and  shall  expire  on  November  14,  2000,  unless  sooner
terminated  in accordance  with the terms of the Lease.  Tenant has no option to
renew or extend the lease term, except as follows: None.

         (q) Tenant has no option or right to purchase the property of which the
demised premises are a part, or any part thereof.

         (r) Tenant  understands and  acknowledges  that you are about to make a
loan to  Landlord  and  receive  as part of the  security  for  such  loan (i) a
Mortgage/Deed  of Trust  encumbering  Landlord's fee interest in the Project (of
which the demised  premises are a portion) and the rents,  issues and profits of
the  Lease  (the  "Mortgage"),  and  (ii) an  Assignment  of  Leases  and  Rents
("Assignment  of Leases") which affects the Lease,  and that you (and persons or
entities to whom the Mortgage  and/or  Assignment of Leases may  subsequently be
assigned) are relying upon the representations  and warranties  contained herein
in making such loan. Further,  Tenant has notice that the Lease and the rent and
all other sums due thereunder have been assigned or are to be assigned to you as
security for the aforesaid  loan secured by the Mortgage.  In the event that you
(or any person or entity to whom the Mortgage  and/or  Assignment  of Leases may
subsequently  be  assigned)  notify  Tenant of a default  under the  Mortgage of
Assignment  of Leases and demand that Tenant pay its rent and all other sums due
under the Lease to you (or such future  lender),  Tenant shall honor such demand
and pay its rent and all other sums due under the Lease directly to you (or such
future lender) or as otherwise required pursuant to such notice.

          Tenant  acknowledges  and agrees  that  Landlord  and Lender  shall be
entitled to rely on Tenant's  certifications  set forth  herein.  Tenant  hereby
further  agrees for a period of thirty  (30) days from the date hereof to notify
Landlord  and Lender in writing at the address set forth above of any changes in
the truth and accuracy of any of the  certifications  contained  herein promptly
upon Tenant's learning of each such change.

                                       3
<PAGE>


          IN WITNESS WHEREOF,  Tenant has executed this instrument this 22nd day
of September, 1998.


                                           TENANT:
                                           -------

                                           INSTANT VIDEO TECHNOLOGIES, INC.,
                                           a Delaware corporation


                                           By: /s/ Edward H. Davis
                                               -------------------------

                                           Name: Edward H. Davis
                                                 -----------------------

                                           Title: V.P. General Counsel
                                                  ----------------------


                                       4

<PAGE>


                           TENANT ESTOPPEL CERTIFICATE


         To:      FINOVA  REALTY  CAPITAL  INC.,  a  Delaware  corporation,  its
                  successors and assigns (collectively "Lender")

                   The undersigned hereby certifies and agrees as follows:

                  1. The  undersigned  is the tenant (the  "Tenant")  under that
certain  Lease (the  "Lease")  by and  between  Tenant and BPG  SANSOME,  LLC, a
Delaware limited liability company (such party, together with its successors and
assigns hereinafter  collectively  referred to as the "Landlord") dated February
15, 1993  affecting  space in the  building  known as Suites  502,  503 and 506,
located at 500 Sansome Street, San Francisco, California (the "Building").

                  2. The Lease commenced on February 16, 1993.

                  3. The Lease expires on January 31, 2002. Tenant has no option
or other right to extend the term of the Lease beyond January 31, 2002.

                  4. Tenant has accepted and is  occupying  the entire  premises
demised  to it under the Lease  (the  "Premises")  and all  improvements  to the
Premises  required by the Lease have been  completed  by Landlord in  accordance
with the Lease.

                  5.  Tenant  has not paid rent or  additional  rent  beyond the
current month and agrees not to pay rent or additional  rent more than one month
in advance at anytime.

                  6. Rent payable in the amount of $13,136.00 per month has been
paid through December 31, 1998.

                  7. To Tenant's knowledge,  there are no defenses to or offsets
against the enforcement of the Lease or any provision thereof by the Landlord.

                  8. Tenant has deposited  $9,312.00 as a security  deposit with
Landlord pursuant to the terms of the Lease.

                  9.  Landlord  has not agreed to grant  Tenant any free rent or
rent rebate or to make any contribution to tenant improvements. Landlord has not
agreed to reimburse  Tenant for or to pay  Tenant's  rent  obligation  under any
other lease.

                  10.  Tenant  has not  advanced  any  funds for or on behalf of
Landlord  for which Tenant has a right to deduct from or offset  against  future
rent payments.

                  11.  The Lease is in full  force and  effect  without  default
thereunder by Tenant or, to the best knowledge of Tenant, Landlord.

                  12. The Lease is the entire agreement between the Landlord and
Tenant pertaining to the Premises.


<PAGE>


                  13. The Lease has not been amended,  modified or  supplemented
except the following:  First Amendment dated February 9, 1994,  Second Amendment
dated June 9, 1994,  Third  Amendment dated January 13, 1995,  Fourth  Amendment
dated June 12, 1995,  Fifth Amendment  dated February 13, 1996,  Sixth Amendment
dated August 2, 1996,  Seventh  Amendment dated May 1, 1997 and Eighth Amendment
dated October 12, 1998.

                  14. Tenant does not have any purchase  option or first refusal
right with respect to the Building. Tenant does not have any right or option for
additional space in the Building.

                  15.  Since the date of the Lease,  there has been no  material
adverse change in the financial  condition of Tenant,  and there are no actions,
whether  voluntary or otherwise,  pending  against Tenant under the  bankruptcy,
reorganization,  arrangement,  moratorium or similar laws of the United  States,
any state thereof or any other jurisdiction.

                  16.  Tenant  will not seek to  terminate  the Lease or seek or
assert any set-off or counterclaim against the rent or additional rent by reason
of any act or omission of the  Landlord,  until Tenant shall have given  written
notice of such act or omission to Lender.

                  Tenant  acknowledges that Lender will rely on this Certificate
in making a loan or otherwise extending credit to Borrower.


                                            INSTANT VIDEO TECHNOLOGIES, INC.,
                                            a Delaware corporation


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

                                            Print Name: David Morgenstein
                                                        --------------------
                                            Title: C.O.O.
                                                   -------------------------