Denver West
                           Suites & Secretarial, Inc.
--------------------------------------------------------------------------------


            1746 Cole Boulevard o Suite 225 o Golden, Colorado 80401
                   Phone: (303) 233-9141 o Fax: (303) 278-0092




                            Office Services Agreement


<PAGE>


                                TABLE OF CONTENTS

1.  USE OF OFFICE AND PROVISION OF SERVICES ................................ 1

2.  CONDITIONS OF USE ...................................................... 1

3.  TERM ................................................................... 1

4.  SERVICES CHARGE ........................................................ 1

5.  RECEIPT OF RETAINER .................................................... 2

6.  ADDITIONAL SERVICES .................................................... 2

7.  SURRENDER .............................................................. 2

8.  DEFAULTS AND REMEDIES .................................................. 3

9.  NOTICES ................................................................ 3

10. ASSIGNMENT ............................................................. 4

11. INSURANCE COVERAGE ..................................................... 4

12. DWSS'S LIABILITY ....................................................... 4

13. WAIVER OF BREACH ....................................................... 4

14. EMPLOYMENT OF EMPLOYEES ................................................ 4

15. RULES AND REGULATIONS .................................................. 4

16. GENERAL ................................................................ 5

17. RELOCATION OF THE OFFICE ............................................... 5


EXHIBIT "A"
    ADDITIONAL SERVICES AND AMENITIES INCLUDED ............................. 6

EXHIBIT "B"
    RULES AND REGULATIONS .................................................. 7

EXHIBIT "C"
    ADDITIONAL SERVICES AND AMENITIES AVAILABLE ............................ 8


<PAGE>


                            OFFICE SERVICES AGREEMENT

                     DENVER WEST SUITES & SECRETARIAL, INC.

This Office  Services  Agreement is made on July 12, 1999,  between  Denver West
Suites & Secretarial, Inc., a Colorado corporation having offices at Denver West
Office Park, Building No. 21, 1746 Cole Boulevard,  Suite 225, Golden,  Colorado
80401 ("DWSS") and Instant Video Technologies of San Francisco, CA ("Licensee").
The  parties  hereto  for  themselves,   their  heirs,  legal   representatives,
successors and assigns, hereby agree as follows:


1.       USE OF OFFICE AND PROVISION OF SERVICES

         For the Term of this Agreement,  as hereinafter defined, and subject to
         the conditions and covenants hereinafter set forth, Licensee shall have
         the right to use office  number(s) 07B (the  "Office")  located in that
         certain  office  building  located  at the  Denver  West  Office  Park,
         Building  No. 21, 1746 Cole  Boulevard,  Suite 225,  Golden,  Colorado,
         80401 (the  "Property")  and to receive those  services  defined herein
         (collectively the "Services").

2.       CONDITIONS OF USE

         (a)      The  Office  shall  be used by  Licensee  for  general  office
                  purposes  only  and such  other  use as is  normally  incident
                  thereto and for no other purpose, in accordance with the rules
                  and  regulations  attached hereto and which may be promulgated
                  for the  mutual  benefit  of all  parties  that shall have the
                  right  to  so  use  the  Property  or  any  portion   thereof.
                  Additionally,  Licensee  shall not offer at the Property or in
                  the Office any of the Services which DWSS provides or has made
                  available on the Property to its other users,  including,  but
                  not  limited  to, any of the  Services  provided  herein or as
                  described  in  Exhibits  "A"  and  "C"  attached  hereto;  and
                  Licensee shall, under no circumstances, assign any part of its
                  interest  under  this  Agreement  to  any  other  user  of the
                  Property. In the event Licensee breaches any provision of this
                  paragraph,  there  shall be payable to DWSS the sum of $100.00
                  per week as liquidated damages for each such breach.

         (b)      Licensee  will  not make or  permit  to be made any use of the
                  Property,  the Office or any part thereof  which would violate
                  any  of  the  covenants,  agreements,  terms,  provisions  and
                  conditions of this  Agreement or which  directly or indirectly
                  is   forbidden  by  public  law,   ordinance   or   government
                  regulations  or which may be dangerous to the life,  limb,  or
                  property,  or which may  invalidate or increase the premium of
                  any policy of  insurance  carried on the  Property or covering
                  its operation,  or which will suffer or permit the Property or
                  any part  thereof to be used in any manner or  anything  to be
                  brought into or kept therein  which,  in the judgment of DWSS,
                  shall  in any way  impair  or tend to  impair  the  character,
                  reputation  or  appearance  of the  Property as a high quality
                  office  building,  or which will impair or  interfere  with or
                  tend to impair or interfere with any of the Services performed
                  by DWSS for the Property.

3.       TERM

         The term of this  Agreement  shall be for a period of 12  months  and 0
         days,  commencing  on the 1st day of July,  1999 and ending on the 30th
         day of June, 2000, unless renewed as provided hereinafter.

4.       SERVICES CHARGE

         (a)      For and during the term of this Agreement,  Licensee shall pay
                  DWSS a monthly charge (collectively  "Charges") for the use of
                  the  Office  and  for the  Services  provided  herein  of Nine
                  Hundred  Nineteen  and  00/100  Dollars  ($919.00),  which  is
                  comprised of the following:


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       1

<PAGE>


                  (1)      Monthly  charge for use of the Office:  Eight Hundred
                           Seventy-four and 00/100 Dollars ($874.00).

                  (2)      Monthly charge for Furniture  Package:  (N/A) for the
                           following furniture:

                  (3)      Monthly   charge  for   Telecommunications   package:
                           Forty-five  and  00/100  Dollars   ($45.00)  for  the
                           following: One speaker phone and two data lines.

                  The aggregate  Charges are payable beginning July 1, 1999. The
                  amount of Nine Hundred Nineteen and 00/100 Dollars  ($919.00),
                  plus a Retainer  in the amount of Nine  Hundred  Nineteen  and
                  00/100  Dollars  ($919.00),  is due  upon  execution  of  this
                  Agreement.  Thereafter, equal monthly payments of Nine Hundred
                  Nineteen and 00/100  Dollars  ($919.00),  each must be made in
                  advance  on the first  day of each  calendar  month  beginning
                  August 1, 1999.

         (b)      Should Licensee  commence using any portion of the Office on a
                  day other than the first day of the month,  the Charges  shall
                  be  prorated  for the first month as  follows:  The  aggregate
                  monthly Charges will be divided by 30 and the resulting number
                  will be  multiplied  by the  number of days  remaining  in the
                  month.

         (c)      If DWSS, for any reason,  cannot make the Office  available to
                  Licensee  to  use  on  the  commencement  of  the  Term,  this
                  Agreement  shall not be void or  voidable  nor  shall  DWSS be
                  liable to Licensee for any loss or damage resulting therefrom,
                  but there  shall be an  abatement  of  Charges  for the period
                  between the commencement of the Term and the time when DWSS is
                  able to make the Office available to Licensee.

5.       RECEIPT OF RETAINER

         Concurrent  with execution  hereof Licensee has deposited with DWSS the
         sum of Nine Hundred Nineteen and 00/100 Dollars ($919.00), acknowledged
         by DWSS,  to ensure the full  performance  by Licensee of the terms and
         conditions  of this  Agreement as well as for the cost of any repair or
         collection  of damages  to the  Office  occasioned  by  Licensee's  use
         thereof.  The Retainer or any balance  thereof shall be returned within
         forty-five  (45) days after  Licensee has ceased  using the Office,  so
         long as the same is in an  acceptable  condition  (following a personal
         inspection by DWSS) and  surrendered  all keys. If DWSS determines that
         any damage or injury  chargeable  to  Licensee  hereunder  exceeds  the
         Retainer,  DWSS,  at its  option,  may  retain  said sum as  liquidated
         damages or may apply the sum  against  any actual  damage or injury and
         the balance  thereof  will be the  responsibility  of  Licensee.  It is
         further  understood  that  the  Retainer  is  not  to be  considered  a
         prepayment of the last month's Charges due under this Agreement.

6.       ADDITIONAL SERVICES

         DWSS may make  available  certain  services  to Licensee in addition to
         those  described in Exhibit "A" which are included  within the Charges.
         Such  additional  services  shall be offered to Licensee  and all other
         users of the Property,  for a charge (depending upon the type and usage
         of the service) as published from time to time.

7.       SURRENDER

         Licensee  agrees to and shall,  on expiration or sooner  termination of
         this  Agreement or of any extended  term hereof,  promptly  deliver the
         Office to DWSS without demand therefore and in good condition, ordinary
         wear and tear  excepted.  DWSS  shall have the right to show the Office
         during  the sixty (60) day period  prior to the  scheduled  termination
         date of this  Agreement.  Failure  to  deliver  the  Office  to DWSS as
         required  herein may result in damages to DWSS which are  difficult  if
         not impossible to ascertain.  Accordingly,  if the Office is not timely
         delivered to DWSS, Licensee will pay as damages,  and not as a penalty,
         an amount equal to 175% of the last monthly  Charges due  hereunder for
         all or any part of any month during which Licensee continues to use the
         Office following  termination of this Agreement.  Failure to remove any
         personal  belongings  of Licensee  will be deemed  continued use of the
         Office.


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       2

<PAGE>


8.       DEFAULTS AND REMEDIES

         (a)      Charges  are due in advance on or before the first day of each
                  month and become delinquent  thereafter and are subject to all
                  lawful late charges and/or interest.

         (b)      Licensee  shall not allow the  Charges to be in  arrears  more
                  than five (5) days after written notice of such delinquency or
                  if Licensee shall remain in default under any other  condition
                  of this  Agreement for a period of ten (10) days after written
                  notice,  DWSS may terminate  this Agreement and remove special
                  computer or  communication  lines installed for the benefit of
                  Licensee, without being deemed to have committed any manner of
                  trespass,  and may enter into an agreement  with a third party
                  for the use of the  Office  or any part  thereof,  at any time
                  thereafter,  with monthly Charges as DWSS may, with reasonable
                  diligence, be able to secure. DWSS will be entitled to collect
                  damages  equal to the  difference  between  the  amount  which
                  Licensee owed for the remainder of the term of this  Agreement
                  and the amount  which  Licensee  proves DWSS could  reasonably
                  receive  as charges  from a third  party for use of the Office
                  and  provision  of the  Services  for such period of time.  In
                  addition,   DWSS  will  be  entitled  to  recover  as  damages
                  following any such  default,  an amount equal to all costs and
                  expenses  incurred  in  enforcing  its  rights  hereunder,  in
                  entering  into a new  agreement  with a third party for use of
                  the Office, costs associated with making the office usable for
                  such third  party's use, plus interest on all of the foregoing
                  amounts  at a rate equal to 12% in excess of the prime rate of
                  interest  charged by Norwest Bank of Denver,  N.A. to its most
                  creditworthy  clients.  If  Licensee  has  left  any  personal
                  property  in the  Office,  DWSS  may take  possession  of such
                  personal  property and sell the same at public or private sale
                  after giving Licensee  written notice of the time and place of
                  any  public  sale or of the time and  place  after  which  any
                  private sale is to be made,  for such prices and on such terms
                  as DWSS deems appropriate. The proceeds of such sales shall be
                  applied  first to the  payment of any  Charges  past due under
                  this  Agreement and then to necessary  and proper  expenses of
                  removing, storing and selling such property, with the balance,
                  if any, to be applied against damages  suffered as a result of
                  Licensee's default hereunder.  All rights and remedies of DWSS
                  under  this  Agreement  shall be  cumulative,  and none  shall
                  exclude  any other right or remedy of law.  DWSS is  expressly
                  given the right to assign  any or all of its  interests  under
                  the terms of this Agreement.

         (c)      It is  expressly  agreed  that  in the  event  of  default  by
                  Licensee  hereunder,  DWSS  shall  have a lien upon all goods,
                  chattels or personal property of any description  belonging to
                  Licensee  which are placed in, or become  part of, the Office,
                  as  security  for  Charges  due  and to  become  due  for  the
                  remainder of the Term of this Agreement,  which lien shall not
                  be in lieu of or any way  affect any  statutory  lien given by
                  law, which shall be cumulative  thereof;  and Licensee  hereby
                  grants DWSS a security  interest in all such personal property
                  placed in the Office for such purposes.

9.       NOTICES

         Any notice under this  Agreement must be in writing and must be sent by
         certified mail,  return receipt  requested,  to the last address of the
         party to whom  notice is to be given,  as  designated  by such party in
         writing. DWSS hereby designates its address as:

                  Denver West Suites & Secretarial, Inc.
                  1746 Cole Boulevard, Suite 225
                  Golden, Colorado 80401-3210

                  Licensee hereby designates its address as:

                  Instant Video Technologies
                  500 Sansome, Suite 503
                  San Francisco, CA 94111
                  Phone: 415-391-4455


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       3

<PAGE>


         Such  notice  shall  be  deemed  to be duly  given  only  if  delivered
         personally or mailed by certified mail, return receipt requested,  in a
         postage  paid  envelope,  addressed  to the other  party at the address
         given above. When such mail is properly  addressed and mailed as above,
         it shall be deemed notice for all purposes herein even if undelivered.

10.      ASSIGNMENT

         Any   assignment   or  transfer   (whether  by  present  or  collateral
         assignment, operation of law, or otherwise) of any or all of the rights
         of Licensee under this Agreement  without DWSS's prior written  consent
         shall be null and void.

11.      INSURANCE COVERAGE

         Licensee  shall  provide  proof of insurance to DWSS within thirty (30)
         days of taking  possession of the Office.  Licensee shall, at all times
         during  the term of this  Agreement,  and at its own  cost and  expense
         procure and continue in force the following insurance coverage:  Bodily
         injury and property damage  liability  insurance with a combined single
         limit  for  bodily  injury  and  property   damage  of  not  less  than
         $1,000,000.00.   Fire  and  Extended  coverage   Insurance,   including
         vandalism and malicious  mischief  coverage,  in an amount equal to the
         full  replacement  value of all personal  property,  trade fixtures and
         furniture of Licensee.

12.      DWSS'S LIABILITY

         DWSS shall not be liable or  responsible  to Licensee for any injury or
         damage  resulting  from  the acts or  omissions  of  DWSS's  employees,
         persons  using office  space or services  from DWSS,  or other  persons
         using any part of the Property, or for any failure of services provided
         such as  water,  gas or  electricity,  or for any  injury  or damage to
         persons  or  property  caused by any  person  (except  for such loss or
         damage  arising  from the willful or grossly  negligent  misconduct  of
         DWSS,  its agents,  servants or  employees),  or from DWSS's failure to
         make repairs which it is obligated to make hereunder.

13.      WAIVER OF BREACH

         No failure by DWSS to insist upon the strict performance of any term or
         condition  of  this  Agreement  or to  exercise  any  right  or  remedy
         available  following a default hereunder,  and no acceptance of full or
         partial payment during the continuance of any default will constitute a
         waiver of any such default or any such term or condition.  No waiver of
         any  default  will  affect  or  alter  any  term or  condition  in this
         Agreement, and each such term or condition shall continue in full force
         and  effect  with  respect  to any other then  existing  or  subsequent
         default hereunder.

14.      EMPLOYMENT OF EMPLOYEES

         Licensee  agrees  not  to  offer  or  have  offered  employment  to any
         employees,  or to employ any  employees of DWSS during the Term of this
         Agreement  or any  extension  thereof  or for a  period  of six  months
         following the termination of this Agreement.  Because of the difficulty
         of ascertaining  exact damages,  there shall be payable to DWSS the sum
         of three thousand dollars ($3,000.00)  liquidated damages for each such
         breach.

15.      RULES AND REGULATIONS

         The rules and  regulations  attached to this  instrument as Exhibit "B"
         are made a part hereof by  reference  and are an integral  part of this
         Agreement.  Licensee,  its  employees,  contractors  and  agents,  will
         perform and abide by the rules and  regulations  and any  amendments or
         additions to said rules and regulations as DWSS may make. Failure to so
         comply will constitute a default hereunder.

16.      GENERAL

         This  Agreement  embodies  the entire  agreement  between  the  parties
         relative  to the  subject  matter  hereof,  and shall not be  modified,
         changed, or altered in any respect except in writing.


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                        4

<PAGE>


17.      RELOCATION OF THE OFFICE

         For the purpose of maintaining an economical and proper distribution of
         users  throughout the Property  acceptable to DWSS,  DWSS has the right
         from time to time  during  the term of this  Agreement  to  change  the
         office  designated  as the  Office for use by  Licensee  subject to the
         following terms and conditions:

         (a)      The size of the new  location  is  approximately  equal to the
                  existing  Office  (subject to a variation of up to ten percent
                  (10%)  provided the Charges  payable under this  Agreement are
                  not increased;  if the size of the new location varies by more
                  than ten percent  (10%),  the  Agreement may be amended by the
                  parties on such terms and conditions as they deem acceptable;

         (b)      If the then prevailing portion of the Charges  attributable to
                  use of the new  location  are less than the amount  being paid
                  for use of the existing location,  the Charges will be reduced
                  to equal the then prevailing Charges for the new location;

         (c)      DWSS shall pay the cost of providing any  improvements  in the
                  new location  comparable,  in its opinion, to the improvements
                  in the existing location;

         (d)      DWSS  shall  deliver  to  Licensee  written  notice  of DWSS's
                  election to relocate the Office,  specifying  the new location
                  and the Charges  payable  therefore  at least 30 days prior to
                  the date the relocation is to be effective.  If the relocation
                  of the Office is not  acceptable  to Licensee,  Licensee for a
                  period of 10 days after  receipt of DWSS's  notice to relocate
                  shall have the right (by delivering  written notice to DWSS to
                  terminate this  Agreement  effective 30 days after delivery of
                  written notice to DWSS).

IN WITNESS  WHEREOF,  DWSS and  Licensee  have caused this  Agreement to be duly
executed as of the date first written above.

"DWSS"

Denver West Suites & Secretarial, Inc.

By: /s/ Scott E. Stevinson
    --------------------------------------------------
    Scott E. Stevinson, Secretary


"LICENSEE"

Instant Video Technologies

By: /s/ David Morgenstein
    --------------------------------------------------
    David Morgenstein, COO



                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       5

<PAGE>


                                   EXHIBIT "A"
                   ADDITIONAL SERVICES AND AMENITIES INCLUDED

Prestigious Denver West Office Park address as your company address

Attractive  reception area with professional  receptionist to greet and announce
all visitors

Personalized telephone coverage in your absence during normal business hours

Experienced on-site management

Use of two conference rooms, one with TV and VCR

Telephone line installation arrangements with U.S. West

Telephone equipment, telephone installation and programming by our vendor

Corporate identity on lobby directory and office suite

Mail and package receipt and handling

Storage facilities

Twenty-four-hour a day, seven-day a week office access

Ample free parking for tenants and guests

Complimentary coffee and tea

Kitchen/lounge area

Maintenance, utilities and janitorial services


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                        6

<PAGE>
                                   EXHIBIT "B"
                              RULES AND REGULATIONS

 1)      All users of offices  within the Property  (collectively  "Users" or in
         the singular "User") will conduct themselves in a businesslike  manner;
         proper  attire will be worn at all times;  the noise level will be kept
         to a level so as not to interfere with or annoy other tenants.

 2)      Users  will not  affix  anything  to the walls of the  office  premises
         without the prior consent of DWSS.

 3)      Users  will not prop open any exit doors or door  connecting  corridors
         after business hours.

 4)      Users using public  areas can only do so with the consent of DWSS,  and
         those areas must be kept neat and attractive at all times.

 5)      All corridors,  halls,  elevators and stairways shall not be obstructed
         by any User or used for any purpose other than egress and ingress.

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

 7)      Users shall not,  without  DWSS written  consent,  store or operate any
         large  computer  or any other  large  business  machines,  reproduction
         equipment,   heating  equipment,   stove,  stereo  equipment  or  other
         mechanical amplification  equipment,  refrigerator or coffee equipment,
         or conduct a mechanical  business thereon,  do any cooking thereon,  or
         use or allow to be used in the Office oil,  burning  fluids,  gasoline,
         kerosene for  heating,  warming or  lighting.  No article  deemed extra
         hazardous  on account of fire or any  explosives  shall be brought onto
         said Office. No offensive gases, odors or liquids will be permitted.

 8)      The  electrical  current  shall  be used  for  ordinary  purposes  only
         (lighting,  clocks,  radios,  personal computers,  etc.) unless written
         permission to do otherwise shall first have been obtained by DWSS at an
         agreed cost to the  requesting  User.  If a User  requires  any special
         wiring  for  business  machines,  fax  machines,  copiers,  specialized
         computers or other special use  electrical  or electronic  equipment or
         otherwise,  such wiring shall be done by an  electrician  designated by
         DWSS and at the sole cost of such User.

 9)      If a User  requires  any  special  wiring for  telephone  equipment  or
         otherwise,  such wiring shall be done by the  personnel  designated  by
         DWSS and at the sole cost of such User.

10)      DWSS and its  agents  shall  have the  right to enter  into any  office
         within the Property at all  reasonable  hours for the purpose of making
         any repairs,  alterations or additions which shall be deemed  necessary
         for the  preservation,  safety or improvement of said office without in
         any way being deemed or held to have committed an  interference  with a
         User's right to use its office.

11)      A User shall  give DWSS  immediate  access to the  offices to show said
         office  following  User's  giving  notice of intent to  terminate  this
         Agreement in accordance  with the provisions  hereof.  User shall in no
         way hinder DWSS from showing said office.

12)      Users may not conduct  business in the  hallways  or  corridors  or any
         other areas except in its designated offices without written consent of
         DWSS.

13)      Other  than  guide  dogs or  assistance  animals,  Users  will bring no
         animals onto the Property.

14)      Users shall not remove  DWSS-owned  furniture,  fixtures or  decorative
         material, if any, from offices without written consent of DWSS.

15)      Users will not, without the prior written consent of DWSS, allow anyone
         other than  themselves  and their  employee(s),  or the  employee(s) of
         DWSS, to operate,  use, move or remove any equipment  furnished by DWSS
         for use by Users to perform work for Users.

16)      DWSS  reserves  the  right to make  such  other  reasonable  rules  and
         regulations as in its judgement may from time to time be needed for the
         safety, care and cleanliness of the offices.

17)      The offices are  subject to a lease  between  DWSS and the owner of the
         Property.  All Users will be bound by all terms and  provisions of said
         lease to the extent they  affect the use of the  offices and  Property.
         Upon request DWSS will provide a copy of the  pertinent  provisions  of
         the lease to Users.


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       7
<PAGE>


                                   EXHIBIT "C"
                   ADDITIONAL SERVICES AND AMENITIES AVAILABLE


Secretarial Services/Word Processing

Desktop Publishing

Scanning

Fax & Telex

Copies

Mail Handling

Federal Express, UPS & Express Mail

Notary Public

Furniture Rental

Speaker Phone Rental

Fitness Club Membership


                                                                 PLEASE INITIAL
                                                                 DWSS /s/ SW
                                                                 LICENSEE /s/ DM

                                       8