END-USER SOFTWARE LICENSE AGREEMENT
                                     between

                        INSTANT VIDEO TECHNOLOGIES, INC.
                          500 Sansome Street, Suite 503
                         San Francisco, California 94111
                                       and

                                      RMSI



         Company Name:              RMSI

         Principal Address:         2700 Mercantile Drive, Suite 100
                                    Sacramento, California  95742

         Contact Person:            Thomas Lusi
                                    Chairman and Founder

         Phone Number:              (916) 858-3313

         Facsimile Number:          (916) 858-3300

By executing this Agreement,  Instant Video Technologies,  Inc. ("IVT") and RSMI
("Licensee")  are  agreeing  to  a  license  of  certain  computer  programs  in
accordance with the terms and conditions contained in this Agreement.

This  Agreement  consists of (1) this cover  page;  (2) the  attached  Terms and
Conditions;  and  (3)  the  Program  Order  attached  as  Exhibit  A, as well as
additional  Program  Orders  accepted  from  time to time with  respect  to this
Agreement.

Licensee has read,  understands  and agrees to the terms and  conditions of this
Agreement and has duly  authorized the individual  signing this Agreement on its
behalf to do so.


INSTANT VIDEO TECHNOLOGIES, INC.            RMSI


By:                                         By:
   ------------------------------------        ---------------------------------
                 Thomas Koshy
---------------------------------------     ------------------------------------
                                                  (Print Name)

Title: Senior VP Strategic Planning         Title:
       -------------------------------            ------------------------------
Date:  August 27, 1999                      Date:                      , 19
       ---------------                            ---------------------    -----


<PAGE>
End-User Software License Agreement                                         RMSI

                              TERMS AND CONDITIONS


I.       DEFINITIONS

         A.       "Burstware  Conductor(TM)" means the computer program included
                  among the Licensed  Software  that is designed to operate on a
                  hardware  server and that  manages the  distribution  of audio
                  and/or  video  content  from one or more  hardware  servers on
                  which the  Burstware  Server  software  has been  installed to
                  Burstware  Players   installed  on  client   computers.   Each
                  Burstware   Conductor   requires  a   Burstware   License  Key
                  configured  for the host name or IP address of the computer on
                  which the Burstware Conductor is installed.

         B.       "Burstware(R)   License  Key"  means  the  unique,   encrypted
                  software  program  provided  by IVT (only upon  payment of the
                  applicable  license  fees) that is  designed to prevent use of
                  the Licensed Software beyond the scope of the license paid for
                  by Licensee by limiting,  as  appropriate,  and in addition to
                  other  limits,  the  number  of  Concurrent  Burstware  Player
                  Connections,  the amount of Managed Bandwidth,  and the number
                  of Burstware  Servers that the Burstware  Conductor can manage
                  and the number of copies of the Burstware  Conductor  that can
                  be used.

         C.       "Burstware  Player(TM)"  means the computer  program  included
                  among the Licensed  Software  that  operates on a  single-user
                  client computer,  permitting that computer to receive and play
                  audio and/or video content  delivered by the Burstware  Server
                  software.

         D.       "Burstware  Server(TM)"  means the computer  program  included
                  among the  Licensed  Software  that stores  audio and/or video
                  content and delivers it to client  computers  for viewing with
                  the Burstware Player.

         E.       "Concurrent  Burstware(R) Player Connections" means the number
                  of  simultaneous   connections   between   Burstware   Players
                  installed on client computers and Burstware  Servers installed
                  on hardware servers that the Burstware License Key enables the
                  Burstware Conductor to manage simultaneously.

         F.       "Documentation"  means  all  materials  in  written,  computer
                  readable  or  other  form  containing  information  about  the
                  Licensed  Software that  accompany the Licensed  Software,  or
                  that IVT may provide during the term of this Agreement.

         G.       "Licensed   Software"  means  the  IVT  Burstware   Conductor,
                  Burstware  Server  and  Burstware  Player  software  for which
                  Licensee is granted a license under this Agreement.

         H.       "Managed  Bandwidth"  means the total  bandwidth,  measured in
                  megabits per second,  used by the Burstware Server software to
                  deliver audio and/or video content to Burstware Players.


                                       2
<PAGE>
End-User Software License Agreement                                         RMSI


II.      GRANT OF LICENSE

         On the terms and conditions of this Agreement,  and upon payment of all
applicable  license  fees,  IVT grants to  Licensee  and  Licensee  accepts  the
non-exclusive licenses and the restrictions set forth below.

         A.       Software  License.  IVT  grants to  Licensee  a  non-exclusive
                  license  to  install   and  use  the   Licensed   Software  in
                  machine-readable  object  code form only in the  configuration
                  and to the scope  identified in the Program Order  attached as
                  Exhibit A, or such other Program  Order(s) as IVT might accept
                  at a later date.

         B.       Documentation.  IVT grants to Licensee a non-exclusive license
                  to use the  Documentation in connection with Licensee's use of
                  the Licensed Software.

         C.       Limitation on Use. Licensee  understands and acknowledges that
                  use of the Licensed  Software is  controlled  by the Burstware
                  License Key. Licensee may not use the Licensed Software beyond
                  the scope enabled by the Burstware License Key provided by IVT
                  to Licensee  upon payment of the  applicable  license fee. The
                  Licensed Software  functions as three separate  programs,  the
                  Burstware  Conductor,  Burstware Server, and Burstware Player,
                  that operate cooperatively.  Licensee may install and use only
                  the number of copies of the Burstware  Conductor and Burstware
                  Server software  specifically enabled by the Burstware License
                  Key  provided  to  Licensee  by IVT.  Licensee  may install an
                  unlimited  number of copies of the Burstware  Player  software
                  for use by Licensee,  provided  Licensee  does not receive any
                  direct payment for doing so, but may  simultaneously  use only
                  the  number  of copies of the  Burstware  Player  specifically
                  enabled by the  Burstware  License Key provided to Licensee by
                  IVT. Licensee may not modify or alter the Licensed Software or
                  Burstware  License Key to increase the scope of its use of the
                  Licensed Software.  Further,  Licensee may not use any device,
                  process  or  computer  program  that  increases,  directly  or
                  indirectly,  the scope of use of the Licensed Software enabled
                  by the  Burstware  License Key provided to Licensee by IVT. If
                  Licensee  wishes to increase  the scope of its licensed use of
                  the Licensed  Software,  Licensee  must purchase an additional
                  Burstware License Key from IVT.

         D.       Back-Up Copies. Licensee may make one copy of the Licensed
                  Software solely for the back-up or archival purposes, provided
                  that such copy must contain all proprietary notices affixed to
                  or appearing in the original copy.

         E.       Sun  Microsystems  Java(TM)  Runtime  Environment  Provisions.
                  Licensee may not modify the Java  Platform  Interface  ("JPI",
                  identified as classes contained with the "java" package or any
                  subpackages  of the "java"  package),  by creating  additional
                  classes within the JPI or otherwise causing the addition to or
                  modification  of the  classes  in the JPI.  In the event  that
                  Licensee creates any Java-related API and distributes such API
                  to others for application development,  Licensee must promptly
                  publish broadly,  an accurate  specification  for such API for
                  free use by all developers of Java-based software.

         F.       Hazardous Environments.  The Licensed Software is not designed
                  or  intended   for  use  in  online   control   equipment   in
                  environments  requiring  fail-safe  performance,  such  as the
                  operation of nuclear  facilities,  aircraft  communication  or
                  control  systems or life support  systems,  in which  software
                  failure  could lead to


                                       3
<PAGE>
End-User Software License Agreement                                         RMSI


                  personal  injury or severe property or  environmental  damage.
                  Licensee warrants that it will not use or allow the use of the
                  Licensed Software for such purposes.

III.     OWNERSHIP AND USE RESTRICTIONS

         A.       Ownership.  Licensee  acknowledges that the Licensed Software,
                  all   enhancements,   corrections  and  modifications  to  the
                  Licensed Software (regardless whether made by IVT, Licensee or
                  anyone else),  all  copyrights,  patents,  trade  secrets,  or
                  trademarks or other intellectual property rights protecting or
                  pertaining  to any  aspect of the  Licensed  Software  (or any
                  enhancements,    corrections   or   modifications)   and   the
                  Documentation,  are and shall  remain  the sole and  exclusive
                  property of IVT and, where applicable,  IVT's suppliers.  This
                  Agreement does not convey title or ownership to Licensee,  but
                  instead gives  Licensee  only the limited  rights set forth in
                  Section II. IVT reserves all rights not  expressly  granted by
                  this Agreement.

         B.       Restrictions. Except as expressly set forth in this Agreement,
                  Licensee  has no  right  to  use,  make,  sublicense,  modify,
                  transfer,  rent,  lease,  sell,  display,  distribute  or copy
                  originals or copies of any Licensed Software or Documentation,
                  or to permit anyone else to do so.

         C.       Transfer. Licensee may not assign or transfer its rights under
                  this Agreement or its rights to the Licensed  Software without
                  the prior  written  consent of IVT.  Upon any such transfer or
                  assignment,  Licensee must transfer all copies of the Licensed
                  Software and  Documentation and assignee must agree in writing
                  to all the terms of this Agreement.

         D.       Proprietary  Notices.  Licensee  shall not remove any  patent,
                  copyright or trademark or other intellectual  property notices
                  that may appear on any part of the  Licensed  Software  or the
                  Documentation.

         E.       Trade  Secrets.   Licensee   acknowledges  that  the  Licensed
                  Software,  in its source code form,  contains  valuable  trade
                  secrets  belonging to IVT.  Licensee may not reverse engineer,
                  unencrypt,  decompile,  disassemble or otherwise translate the
                  Licensed Software or allow anyone else to do so.

         F.       Audit Rights. Licensee authorizes IVT or its designee to audit
                  its compliance with this Agreement, as IVT deems reasonable.

         G.       Notice to Employees and Agents. Licensee will use commercially
                  reasonable efforts to inform its employees,  agents and others
                  using the Licensed  Software  under this Agreement that it may
                  not be  used,  copied  or  transferred  in  violation  of this
                  Agreement.

         H.       Irreparable Harm. Licensee acknowledges that money damages may
                  not be an adequate  remedy for any breach or  violation of any
                  requirement  set forth in Section  III of this  Agreement  and
                  that any such  breach or  violation  may leave IVT  without an
                  adequate  remedy at law.  Licensee  therefore  agrees that, in
                  addition to any other remedies  available at law, in equity or
                  under  this  Agreement,   IVT  shall  be  entitled  to  obtain
                  temporary,   preliminary  and  permanent   injunctive  relief,
                  without  bond,  from a  court  of  competent  jurisdiction  to
                  restrain any such breach or violation.


                                       4
<PAGE>
End-User Software License Agreement                                         RMSI


IV.      SHIPMENT AND PAYMENT

         A.       Shipment of  Licensed  Software.  IVT shall ship all  Licensed
                  Software  ordered  under  this  Agreement  F.O.B.   IVT's  San
                  Francisco  facility,  or other  point of  shipment  within the
                  United  States  designated  by IVT.  Risk of loss or damage to
                  copies of the Licensed  Software shall pass to Licensee at the
                  point of  shipment.  All  shipping  and in  transit  insurance
                  charges shall be paid by Licensee.  Licensee  shall specify in
                  its Program Order the mode of shipment and/or carrier for each
                  order. In the absence of written  instructions  from Licensee,
                  IVT shall determine the carrier and/or mode of shipment.

         B.       IVT Product Delivery  Schedule and Delays.  Although IVT shall
                  use reasonable  efforts to meet Licensee's  requested delivery
                  schedules for Licensed  Software,  IVT shall not be liable for
                  any loss, damage or expense due to late delivery.

         C.       Payment.  Licensee shall pay for all Licensed  Software within
                  thirty  (30)  days  after the date of IVT's  invoice  for such
                  products.  In  addition  to  all  other  available  rights  or
                  remedies,   IVT   reserves  the  right  to  declare  all  sums
                  immediately due and payable upon written notice to Licensee if
                  Licensee  fails to pay when due any  amounts  due  under  this
                  Agreement or any invoice. Interest shall accrue on any amounts
                  not paid when due at an annual rate of eighteen (18) percent.

         D.       Taxes.  With the sole  exception  of taxes  based on IVT's net
                  income, Licensee shall pay all sales, use, excise, value added
                  or other taxes that may arise out of  Licensee's  installation
                  or use of the Licensed Software.

V.       NO PRODUCT MAINTENANCE AND SUPPORT

         Licensee is not entitled to any maintenance or support for the Licensed
Software or any  upgrades or  enhancements  under this  Agreement.  Licensee may
purchase from IVT maintenance and support pursuant to the terms,  conditions and
pricing of IVT's  maintenance and support  agreement as in effect on the date of
Licensee's  purchase.  All upgrades and enhancements  made available to Licensee
shall become part of the Licensed Software and become subject to this Agreement.

VI.      LIMITED WARRANTY

         A.       Ownership.  IVT  warrants  that it owns or has the  right  and
                  authority to license the Licensed  Software and  Documentation
                  to Licensee on the terms and conditions of this Agreement.

         B.       Media and  Documentation.  IVT  warrants  that if the Licensed
                  Software's   media  or   Documentation  is  in  a  damaged  or
                  physically  defective condition at the time it is delivered to
                  Licensee,  and  if it is  returned  to IVT  (postage  prepaid)
                  within ninety (90) days of delivery, IVT will provide Licensee
                  with replacements at no charge.

         C.       Licensed Software. IVT warrants that, in the form delivered to
                  Licensee  by  IVT,  the  Licensed   Software   shall   perform
                  substantially in accordance with the  Documentation for ninety
                  (90) days  after  delivery  to  Licensee.  IVT's  warranty  is
                  conditioned  upon:  (a) the use of the  Licensed  Software  in
                  accordance with the


                                       5
<PAGE>
End-User Software License Agreement                                         RMSI


                  Documentation and other instructions provided by IVT and shall
                  be null and void if Licensee  alters or modifies  the Licensed
                  Software  without IVT's prior written  approval,  does not use
                  the Licensed Software in accordance with the Documentation and
                  IVT's instructions,  or if the Licensed Software fails because
                  of any  accident,  abuse or  misapplication;  and (b) Licensee
                  notifying IVT in writing of the claimed  nonconformity  within
                  ninety (90) days after  delivery of the  Licensed  Software to
                  Licensee.  As IVT's sole liability and Licensee's  sole remedy
                  respecting  the Licensed  Software's  nonconformance  with the
                  limited  warranty set forth in this Section  VI.C,  IVT may at
                  its option: (i) use reasonable efforts to correct the Licensed
                  Software   to  make  it   conform   substantially   with   the
                  specifications  set forth in the  Documentation;  (ii) replace
                  the  Licensed  Software;  or (iii) upon return of the Licensed
                  Software  and  Documentation  to IVT,  refund the license fees
                  paid by  Licensee  under this  Agreement  and  terminate  this
                  Agreement. IVT DOES NOT REPRESENT OR WARRANT THAT THE LICENSED
                  SOFTWARE  WILL  OPERATE   PROPERLY  WITH  OTHER   HARDWARE  OR
                  SOFTWARE,  THAT THE  LICENSED  SOFTWARE  WILL MEET  LICENSEE'S
                  REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE LICENSED
                  SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

VII.     NO OTHER WARRANTY

         EXCEPT  AS SET FORTH IN  SECTION  VI,  IVT IS  PROVIDING  THE  LICENSED
SOFTWARE AND THE  DOCUMENTATION "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE  LAW,  IVT  SPECIFICALLY  DISCLAIMS  ANY  AND ALL  OTHER  WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR
WRITTEN)  WITH  RESPECT TO THE  LICENSED  SOFTWARE  OR  DOCUMENTATION  INCLUDING
WITHOUT  LIMITATIONANY  AND ALL WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE  (WHETHER  OR NOT IVT KNOWS,  HAS  REASON TO KNOW,  HAS BEEN
ADVISED OR IS  OTHERWISE  IN FACT AWARE OF ANY SUCH  PURPOSE) OR  CONDITIONS  OF
TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON
OF CUSTOM OR USAGE IN THE TRADE OR BY  COURSE  OF  DEALING.  IVT ALSO  EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR  REPRESENTATION TO ANY PERSON OTHER
THAN LICENSEE.  THIS LIMITED  WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.  YOU MAY
HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

VIII.    LIMITATION OF LIABILITY

         TO THE MAXIMUM  EXTENT  PERMITTED BY  APPLICABLE  LAW,  THE  CUMULATIVE
LIABILITY OF IVT FOR ALL CLAIMS OF ANY NATURE  RELATED TO THE LICENSED  SOFTWARE
OR DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE
OF  ACTION  BASED ON  WARRANTY,  CONTRACT,  TORT,  STRICT  LIABILITY  PATENT  OR
COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL  PROPERTY,  SHALL NOT
EXCEED THE TOTAL  AMOUNT OF ALL LICENSE FEES THAT  LICENSEE  HAS  ACTUALLY  PAID
UNDER  THIS  AGREEMENT.  NEITHER  IVT NOR  ANY OF ITS  RESELLERS,  SUPPLIERS  OR
LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL,  INCIDENTAL, INDIRECT, SPECIAL,
EXEMPLARY  OR  PUNITIVE  DAMAGES,   WHETHER  IN  CONTRACT,  IN  TORT  (INCLUDING
NEGLIGENCE) OR OTHERWISE,  OR FOR ANY


                                       6
<PAGE>
End-User Software License Agreement                                         RMSI


LOSS OF PROFITS,  LOSS OF SAVINGS,  LOSS OF DATA OR LOSS OF USER DAMAGES ARISING
OUT OF THIS AGREEMENT OR THE USE (OR INABILLITY TO USE) OF THE LICENSED SOFTWARE
EVEN IF IVT OR RESELLER,  SUPPLIER OR LICENSOR HAS BEEN AWARE OF THE POSSIBILITY
OF SUCH POTENTIAL  LOSS OR DAMAGE.  IN NO EVENT WILL IVT BE LIABLE FOR ANY CLAIM
BROUGHT  MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION  AROSE OR SHOULD  HAVE
BEEN DISCOVERED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,  THE ABOVE LIMITATION MAY NOT
APPLY.  BECAUSE  SOME   STATES/JURISDICTIONS  DO  NOT  ALLOW  THE  EXCLUSION  OR
LIMITATION  OF LIABILITY FOR  CONSEQUENTIAL  OR  INCIDENTAL  DAMAGES,  THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.

 IX.     TERMINATION

         Without  prejudice to any other rights it may have under this Agreement
or at law or equity,  IVT may  terminate  this  Agreement  if Licensee  fails to
comply with the terms of this Agreement.  Upon termination of this Agreement for
any reason,  Licensee will immediately discontinue use of the Licensed Software,
destroy or return to IVT all copies of the Licensed  Software and  Documentation
in  whatever  form they exist,  including  all  back-up  copies,  and certify in
writing to IVT that all copies have been destroyed.

X.       INDEMNIFICATION

         The Licensed  Software is intended for use only with properly  licensed
media,  content, and content creation tools. It is Licensee's  responsibility to
ascertain  whether any copyright,  patent or other licenses are necessary and to
obtain any such  licenses  to serve  and/or  create or  compress  such media and
content.  Licensee  agrees to transmit  and/or compress only those materials for
which it has the  necessary  patent,  copyright or other  permissions,  licenses
and/or clearances.  Licensee agrees to hold harmless,  indemnify and defend IVT,
its officers,  directors and  employees,  from and against any losses,  damages,
fines and  expenses  (including  attorneys'  fees and costs)  arising  out of or
relating  to any  claims  that  Licensee  has  encoded,  compressed,  copied  or
transmitted any materials  (other than materials  provided by IVT) in connection
with the  Licensed  Software  in  violation  of  another  party's  rights  or in
violation of any law. If Licensee is importing  the Licensed  Software  from the
United  States,  it shall  indemnify  and hold IVT harmless from and against any
import and export duties or other claims arising from such importation.

XI.      GENERAL TERMS

         A.       Export  Regulations.  The Licensed Software and Documentation,
                  including  technical  data, is subject to U.S.  export control
                  laws,  including the U.S.  Export  Administration  Act and its
                  associated regulations, and may be subject to export or import
                  regulations  in other  countries.  Licensee  agrees  to comply
                  strictly with all such  regulations and  acknowledges  that it
                  has  the   responsibility   to  obtain   licenses  to  export,
                  re-export,  or import the Licensed  Software or Documentation.
                  Neither the Software nor Documentation  may be downloaded,  or
                  otherwise  exported or re-exported  (i) into, or to a national
                  or resident of Cuba, Iraq, Iran,  North Korea,  Libya,  Sudan,
                  Syria or any country to which the U.S. has embargoed goods; or
                  (ii) to  anyone  on the  U.S.  Treasury  Department's  list of
                  Specially Designated Nations or the U.S. Commerce Department's
                  Table of Denial  Orders.  By  installing or using the Licensed
                  Software,  Licensee is


                                       7
<PAGE>
End-User Software License Agreement                                         RMSI


                  warranting  that it is not located in or under the control of,
                  or a national or  resident of any such  country or on any such
                  list.

         B.       U.S.  Government   Restrictions.   The  use,   duplication  or
                  disclosure  by the United  States  Government  of the Licensed
                  Software and  Documentation  is subject to the restrictions as
                  set  forth  in the  Rights  in  Technical  Data  and  Computer
                  Software  Clauses  in  DFARs  252.227-7013(c)(1)(ii)  and  FAR
                  52.227-19(c)

         C.       Governing Law and Forum.  This Agreement  shall be governed by
                  and  construed  in  accordance  with the laws of the  State of
                  California  and  the  United  States   without   reference  to
                  conflicts  of  laws  principles.   Licensee  consents  to  the
                  exclusive  jurisdiction  and  venue of the  federal  and state
                  courts in San Francisco  County,  California for resolution of
                  any disputes concerning this Agreement.

         D.       Attorneys'  Fees.  If  any  action  at  law  or in  equity  is
                  necessary to enforce or interpret the terms of this Agreement,
                  the  prevailing  party shall be  entitled to recover  from the
                  losing  party  its  reasonable   attorney's  fees,  costs  and
                  necessary  disbursements  in addition  to any other  relief to
                  which such party may be entitled.

         E.       Complete Understanding.  This Agreement constitutes the entire
                  agreement  between  the  parties  with  respect to its subject
                  matter   and    supersedes   and   replaces   all   prior   or
                  contemporaneous understandings or agreements, written or oral,
                  regarding its subject matter.  No amendment to or modification
                  of this Agreement will be binding unless in writing and signed
                  by duly authorized representatives of both IVT and Licensee.

         F.       Survival.  The following  provisions of this  Agreement  shall
                  survive  termination of this  Agreement,  along with any other
                  terms which by their  nature  require  survival:  Section III,
                  Section V, Section VI, Section VII, Section IX and Section X.

         G.       Absence  of  Third  Party   Beneficiaries.   Unless  otherwise
                  expressly  provided,  no  provisions  of  this  Agreement  are
                  intended or shall be  construed  to confer upon or give to any
                  person  other than IVT and  Licensee  any rights,  remedies or
                  other benefits under or by reason of this Agreement.

         H.       Disclaimer of Agency.  IVT and Licensee each  acknowledge that
                  the parties to this Agreement are  independent.  Neither party
                  is   authorized   or  empowered  to  act  as  agent  or  legal
                  representative  for the other for any purpose and shall not on
                  behalf of the  other  enter  into any  contract,  warranty  or
                  representation as to any matter.  Neither party shall be bound
                  by the acts or conduct of the other and nothing  herein  shall
                  be construed as creating a partnership or joint venture.

         I.       No  Waiver.  The  failure  of  either  party  to  enforce  any
                  provision  of this  Agreement  shall not be deemed a waiver of
                  that provision or any other available right or remedy.

         J.       Headings.  The section  headings  used in this  Agreement  are
                  intended  for  convenience  only and  shall  not be  deemed to
                  modify, limit or supersede any provision.


                                       8
<PAGE>
End-User Software License Agreement                                         RMSI


         K.       Severability.   In  the  event  that  any  provision  of  this
                  Agreement  is found to be  invalid,  illegal or  unenforceable
                  pursuant to judicial decree or decision, the remainder of this
                  Agreement shall remain valid and enforceable  according to its
                  terms.






Burstware,  Instant Video,  Burstware  Server,  Burstware  Conductor,  Burstware
Player,  "Faster  Than Real  Time," and "Why  Stream  When You Can  Burst?"  are
registered trademarks or trademarks of Instant Video Technologies,  Inc., in the
United States and other countries. Use of this software may also be protected by
one or more of the following  U.S.  patents:  4,963,995;  5,057,932;  5,164,839;
5,262,875;   5,440,334;   and  5,710,970.   Additional  U.S.   patents  pending.
International  patents  and  patents  pending  may also be  applicable  in their
respective countries. Sun Microsystems,  Java, and all Java-based trademarks and
logos are trademarks or registered  trademarks of Sun Microsystems,  Inc. in the
United States and other countries.

All contents  Copyright (C) 1998-1999 by Instant  Video  Technologies,  Inc. All
rights reserved.


                                       9
<PAGE>
End-User Software License Agreement                                         RMSI


                                    EXHIBIT A

                                  PROGRAM ORDER



Burstware Enterprise Software Package includes:

     o         Two (2) Burstware Servers
     o         Two (2) Burstware Conductors
     o         100 Mbps of managed bandwidth
     o         100 concurrent connections maximum
     o         Additional failover Burstware Server

Sixty- (60) day evaluation required. At the end of the 60-day evaluation period,
RMSI may return  above  product to IVT at no charge to RMSI.  If RSMI decides to
keep the above, terms will become net 30 with payments.


TOTAL:    $28,000


                                       10
<PAGE>
End-User Software License Agreement                                         RMSI


                                    EXHIBIT B

                                 IVT TRADEMARKS
                                 --------------


                  Instant Video(R)

                  Burstware(R)

                  Burstware Conductor(TM)

                  Burstware Server(TM)

                  Burstware Player(TM)

                  "Faster Than Real Time"(TM)

                  "Why Stream When You Can Burst?"(TM)



                                       11
<PAGE>
End-User Software License Agreement                                         RMSI


                                    EXHIBIT C

                                    TRAINING




Training Programs:

     Module 1:  General Operations Overview

     This  module  would be intended  to provide  the  student  with  high-level
     general   knowledge  on  Burstware.   The  student  would  have  a  general
     understanding of Burstware's components, network hardware requirements, and
     applications.  Additionally,  the  student  would be  familiar  with how to
     operate the overall system, demonstrate capabilities,  install the software
     for the server,  conductor,  and player,  including  how to add  additional
     servers, conductors, players, etc. to an existing network.

     Module 2:  Technical Support, Maintenance, & Troubleshooting

     This module would be intended to provide advanced  technical training to be
     used to  support  their  customers.  This  may be  viewed  as some  type of
     technical  support  certification.  The student would have to be trained on
     all  detailed  technical  aspects of how to install,  troubleshoot,  how to
     identify and isolate  Burstware from network  problems,  etc.  Prerequisite
     would be Module 1.


                                       12
<PAGE>
End-User Software License Agreement                                         RMSI


                                    EXHIBIT D

                             IVT YEAR 2000 STATEMENT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

       [X]     Annual  report  under  Section  13 or  15(d)  of  the  Securities
               Exchange Act of 1934

                  For the Fiscal Year ended: December 31, 1998

                                       OR

       [ ]     Transition  report  under  Section 13 or 15(d) of the  Securities
               Exchange Act of 1934

               For the  transition  period  from  _____________  to ___________.

               Commission File No. 33-35580-D

                        INSTANT VIDEO TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
           (Name of Small Business Issuer as Specified in its Charter)

                Delaware                                84-1141967
                --------                                ----------
    (State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
     Incorporation or Organization)

     500 Sansome Street, Suite 503
       San Francisco, California                           94111
       -------------------------                           -----
(Address of Principal Executive Offices)                 (Zip Code)

                                 (415) 391-4455
                (Issuer's Telephone Number, Including Area Code)

Securities  Registered Under Section 12(b) of the Exchange Act: None. Securities
Registered Under Section 12(g) of the Exchange Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days. [N/A]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B not contained in this form,  and will not be  contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [N/A]

State Issuer's revenues for its most recent fiscal year: $15,000.


                                       13
<PAGE>
End-User Software License Agreement                                         RMSI


The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates  on March 31,  1999 (based  upon the last  reported  price of the
Common  Stock on the  NASDAQ  OTC  Bulletin  Board  Exchange  on such  date) was
approximately $63,100,000.

As  of  April  9,  1999,  there  were  approximately  9,018,228  shares  of  the
Registrant's Common Stock outstanding.

Documents  incorporated  by  reference  Part  III of  this  Report  incorporates
information  by  reference  from  the   definitive   Proxy   statement  for  the
Registrant's  annual meeting of stockholders,  to be filed within 120 days after
the end of the fiscal year ended December 31, 1998.

This Form 10-KSB consists of 41 pages.
Year 2000 Issues

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  application  year.  Programs or products
that have  time-sensitive  software may  recognize a date using "00" as the year
1900 rather than the year 2000. In addition, the year 2000 is a leap year, which
may also lead to  incorrect  calculations,  functions or systems  failure.  As a
result, this year, computer systems and software used by many companies may need
to be upgraded to comply with such Year 2000 requirements.  In 1998, the Company
began a project to determine if any actions were required regarding date-related
effects to: (i) the Company's  software  products;  (ii) the Company's  internal
operating and desktop computer systems and  non-information  technology systems;
and (iii) the  readiness  of the  Company's  third-party  vendors  and  business
partners.

The Company has formed a team consisting of operations,  development, marketing,
and finance  members to determine the impact of Year 2000 and to take corrective
action.  As of February 1999, the Company had completed  testing of its suite of
Burstware(R)  software  products  and has found no known Year 2000  issues.  The
Company has also tested its internal operating and desktop hardware and software
and has found that all its software is Year 2000  compliant  and appears to have
no known Year 2000 issues.  The Company has also confirmed with its  third-party
vendors and business  partners to ensure that their  software and hardware  will
not impact IVT operations. At this time, the Company knows of no known Year 2000
issues or problems with its vendors, or business partners.

The majority of the costs associated with this project is not incremental to the
Company,  but  represents  a  reallocation  of existing  resources.  The Company
believes that modifications  deemed necessary will be made on a timely basis and
does not believe that the cost of such modifications will have a material effect
on the Company's  operating results. To date, the Company's costs related to the
year 2000 issues  have not been  material,  and the Company  does not expect the
aggregate amount spent on the year 2000 issue to be material.  In addition,  the
Company is in the  process of  evaluating  the need for  contingency  plans with
respect to year 2000 requirements. The necessity of any contingency plan must be
evaluated on a case-by-case  basis and may vary considerably in nature depending
on the year 2000 issue it may address.

The Company's  expectations  as to the extent and  timeliness  of  modifications
required in order to achieve year 2000 compliance is a forward-looking statement
subject to risks and  uncertainties.  Actual  results may vary  materially  as a
result of a number of factors, including, among others, those described above in
this  section.  There can be no assurance  that  unexpected  delays or problems,
including  the  failure to ensure  year 2000  compliance  by systems or products
supplied to the Company by third parties, will not have an adverse effect on the
Company, its financial


                                       14
<PAGE>
End-User Software License Agreement                                         RMSI


performance and results of operations.  In addition,  the Company cannot predict
the  effect  of the year 2000  issues  on its  customers  or other  third  party
business  partners or the resulting effect on the Company.  As a result, if such
third parties do not take  preventative  and/or  corrective  actions in a timely
manner, the year 2000 issue could have an adverse effect on their operations and
accordingly have a material adverse effect on the Company's business,  financial
condition  and  results  of  operations.   Furthermore,  the  Company's  current
understanding  of expected costs is subject to change as the project  progresses
and does not include the cost of internal  software and hardware replaced in the
normal course of business  whose  installation  otherwise may be  accelerated to
provide solutions to year 2000 compliance issues.


                                       15