OFFICE LEASE AGREEMENT                                              AMERICENTERS
                                                        EXECUTIVE OFFICE NETWORK

THIS LEASE made this 6th day of August,  1999,  between  AmeriCenter  of Livonia
whose address is 39111 W. Six Mile Rd. Livonia,  MI 48152 (Landlord) and Instant
Video Technologies whose address is ________________________ (Tenant)


1. OFFICE

         a.      LEASED PREMISES. Landlord, in consideration of the performances
                 of the covenants  contained  herein and intending to be legally
                 binding,  the parties  agree as follows:  Landlord  does hereby
                 Lease unto  Tenant  premises  situated  in the City of Livonia,
                 County of Wayne, State of Michigan, more particularly described
                 as Suite(s) 111 in the  AmeriCenter  of Livonia as shown on the
                 floor plan attached hereto as Exhibit C.

         b.      TERM.  The term  shall be for a period  of Twelve  (12)  Months
                 commencing  September 1, 1999 (the commencement date) to expire
                 August  31,  2000  (the  expiration  date).  If for any  reason
                 Landlord is unable to deliver the leased premises or a mutually
                 agreed upon alternative office on the commencement date; Tenant
                 may  either  extend  the  commencement  date  until the  office
                 becomes  available,  or as its sole remedy cancel and terminate
                 this  Lease.  Landlord  shall not be  liable to Tenant  for any
                 damages  as a result  of  Landlord's  delay in  delivering  the
                 leased premises.

         c.      RENT. Such payments shall be made at the office of the Landlord
                 or such other place as Landlord  may  designate  in a notice to
                 Tenant.  If the  beginning  date  is not the  first  day of the
                 month,  the rent  will be  prorated  for that  initial  partial
                 month.  If the  Tenant  shall take over the  premises  prior to
                 commencement  date,  Tenant  shall pay  Landlord  the  prorated
                 rental at the rate  specified  below.  All Lease terms shall be
                 applicable upon Tenant's occupancy. The office rent is premised
                 on the services  being used by one person per office  only.  If
                 more than one person  habitually  uses such space or  services,
                 the  rent  will  be  increased  by a  factor  of 10%  for  each
                 additional  person.

                        Rent shall be promptly paid without prior demand in U.S.
                 funds,  in equal  monthly  installments,  upon the first day of
                 each month.  Overdue  rent or other  charges  shall bear a late
                 charge  equal to (5%)  percent  of each  such  rental  or other
                 charge and further bear interest at the rate of fourteen  (14%)
                 percent per annum during  delinquency until paid. If a check is
                 returned for any reason at all;  Tenant will pay an  additional
                 charge of $25.00 per  returned  check.  If a check is returned,
                 then, for the purposes of calculating late charges or events of
                 default,  it will be as if the payment represented by the check
                 had never  been made.  Landlord  shall  have no  obligation  to
                 accept less than the full amount of any installment of rent and
                 interest  thereon and all charges  hereunder  which are due and
                 owing by Tenant to Landlord,  and if Landlord shall accept less
                 than  the  full  amount  owing,  Landlord  may  apply  the sums
                 received  toward  any of  Tenant's  obligations  in  Landlord's
                 discretion. If Landlord allows Tenant occupancy for a period of
                 time  rent  free,  and  Tenant  defaults  under  the  Terms and
                 Conditions of the Lease,  rent for said period shall be due and
                 owing to Landlord for the entire period.

                 Tenant shall pay to the  Landlord as rent for the  following in
                 equal monthly installments of:

                                              SUITE# 111     SUITE#      SUITE#
                                              ----------     --------    -------

                 OFFICE(S) RENT               $ 895.00       $           $
                                              --------       --------    -------
                 PHONE INSTRUMENT(S) RENT.    $  70.00(2)    $           $
                                              --------       --------    -------
                 FURNITURE RENT.              $ 150.00       $           $
                                              --------       --------    -------

<PAGE>

Furniture Rent is based on the use of the following items: Desk, Credenza,  Desk
Chair, 2 Guest Chairs

Availability  of all or any of the  furniture  listed above shall not effect the
terms of the Agreement,  however, during such time as the furniture listed shall
be unavailable  the furniture  rental shall be prorated or similar items will be
substituted  at  the  Landlord's  option.  Rent  may  increase  as  Tenant  adds
additional furniture.

         d.      RELOCATION.  Landlord  reserves the right to relocate Tenant to
                 another  comparable  space in the  building  upon not less than
                 thirty (30) days prior written notice to Tenant. Landlord shall
                 pay the cost of moving Tenant to the new space.  If Tenant does
                 not wish to accept  relocation,  Tenant may  object  thereto by
                 written  notice to  Landlord  within  ten (10)  days  after the
                 notice from Landlord. In the event Tenant so objects,  Landlord
                 may rescind the notice of intention  to relocate  Tenant or may
                 reaffirm  said  intention,  in which event Tenant may terminate
                 this Lease by notice to Landlord at anytime  effective prior to
                 the  expiration  of the  original  thirty (30) day  period.  If
                 Tenant  decides to move,  he must  vacate the  premises  within
                 thirty (30) days of the written notice from the Landlord.

         e.      USE OF  OFFICE.  Tenant  will use its space  exclusively  as an
                 office.  The  rules  and  regulations  set  forth on  Exhibit D
                 attached hereto,  together with such other reasonable rules and
                 regulations  as Landlord shall make from time to time which are
                 of uniform  applicability  to all  Tenants of the  building  of
                 which the leased  premises are a part and of which Tenant shall
                 have  received  notice,  shall be binding  upon  Tenant and are
                 hereby made a part of this Lease.

         f.      ACCESS TO PREMISES. On month to month agreements,  Landlord has
                 the right to show Tenant's  office(s),  during normal  business
                 hours on any day. If either party has given notice to the other
                 to terminate  this Lease or if Tenant is in default  under this
                 Lease,  Landlord will have the right to show Tenant's office(s)
                 to prospective clients.

     Tenant shall permit  Landlord and its agents  access to the premises at all
     reasonable  hours for the purpose of  examining  the  premises,  making any
     repairs,  alterations,  or additions  which the Landlord may deem necessary
     for  the  safety,  preservation  or  improvement  of  the  premises  or the
     building.

         g.      ALTERATIONS.  Tenant shall not make any alterations,  additions
                 or improvements to the leased premises (whether or not the same
                 may be structural in nature) without  Landlord's  prior written
                 consent, and all alterations, additions or improvements made by
                 either  party  hereto to the leased  premises,  except  movable
                 office furniture and equipment  installed at Tenant's  expense,
                 shall  be the  property  of  Landlord  and  remain  upon and be
                 surrendered  with the leased  premises at the expiration of the
                 term hereof.  All alterations  shall be done only at such times
                 and such manner as  Landlord  may  designate,  and only by such
                 contractors as are approved by Landlord.

         h.      VACATING. At the expiration of this Lease, Tenant will promptly
                 vacate  the  premises  in the  same  condition  as  when  first
                 occupied by Tenant, normal wear and tear excepted,  turn in its
                 keys,  and  provide  Landlord  with a  forwarding  address  and
                 telephone  number.  In the event  that  Landlord  shall deem it
                 necessary  to make  repairs  to the leased  premises  or to the
                 building  required  as a result of  Tenant's  acts,  neglect or
                 default, all repairs shall be done at Tenant's sole expense, at
                 such times and in such  manner as  Landlord  designates  and by
                 such  contractors or mechanics as approved by Landlord.  Tenant
                 will be  charged  a $150 move out fee per  office  on  Tenant's
                 final bill for phone  disconnect,  carpet  cleaning,  painting,
                 etc. This is not a damage fee.

III SERVICES

         a.      While this Lease  remains in effect and  provided  there are no
                 defaults  thereof,  Landlord agrees to provide certain services
                 to Tenant  as  described  in  Exhibit  A  attached  and by this
                 reference made a part hereof. Provided Tenant is not in default
                 hereunder,  Landlord  shall make  available  to Tenant  certain
                 other services as described in Exhibit B attached.  Services on
                 Exhibit B shall be provided at a rate which is then  prevailing
                 throughout  the  premises  and which may be changed by Landlord
                 upon thirty (30) days written  notice.  Payment for any and all
                 services  rendered  shall  be due on  date  stated  on  service
                 invoice.  If Tenant  shall be in  default in payment of charges
                 for services rendered,  as herein identified,  all services are
                 subject to suspension  without notice and constitutes a default
                 under this Lease.

                                       2
<PAGE>


         Landlord  makes no warranties,  expressed or implied,  in regard to the
equipment  utilized by  Landlord or the  services  rendered,  and Tenant  hereby
specifically  waives  any and all claims in regard to the  accuracy,  quality or
timeliness  of services  rendered  pursuant to the terms and  conditions of this
Lease.  Tenant  specifically  hereby  acknowledges  that the sums  paid for such
services  are  not  sufficient  to  permit   Landlord  to  assume  any  risk  of
consequential or other damages to the Tenant due to the failure of the equipment
provided,  or  Landlord's  negligence,  whether  by action or  inaction.  If the
Landlord  should  be  found  liable  for  loss or  damage  due to a  failure  of
equipment,  or the  negligence  of the  Landlord or his  employees  or agents in
regard to any of the services  herein  provided,  the parties agree that damages
shall  be a sum  equal  to the  cost of  rendering  the  services  in  issue  as
liquidated damages and not as a penalty,  and this stipulated liability shall be
the exclusive remedy.

         Tenant  shall  not  offer at the  premises  any of the  services  which
Landlord  provides  to its  Tenants  including,  but  not  limited  to  services
described in Exhibits A and B.

         Tenant shall receive four (4) hours  conference room usage at no charge
per  month.  If  Tenant  leases  multiple  offices,  the  maximum  hours of free
conference room usage per company, per month is eight (8) hours. Any unused will
not carry forward. Additional conference room usage will be charged according to
the current hourly/daily rates.

         b.      TELECOMMUNICATlON.  While  in the  premises  of  the  Landlord,
                 Tenant  will  only  use   telephone   communications   systems,
                 equipment and services  provided by Landlord.  Tenant agrees to
                 pay to Landlord a fixed monthly phone equipment and line charge
                 for the use of Landlord's  telephone  instrument(s),  voice and
                 data line(s) and  voicemail.  All changes to  telecommunication
                 services,  lines,  equipment must be arranged through Landlord.
                 Landlord will make  available to Tenant,  a  telecommunications
                 package  which may  consist of some  combination  of  telephone
                 numbers,  lines,  features,  etc.,  voicemail,  long  distance,
                 pagers, 800 service,  and directory listing.  All components of
                 the telecommunications  package including any telephone numbers
                 used by  Tenant  will  remain  at all  times  the  property  of
                 Landlord  and Tenant will  acquire no rights in the  components
                 beyond the terms  specified by Landlord.  In the event that any
                 toll fraud is traceable to telecommunications services employed
                 by Tenant,  Tenant  will  reimburse  Landlord  for all  charges
                 associated  with the toll fraud.  This may include,  but is not
                 limited  to,  unauthorized  use of calling  cards or  telephone
                 lines.

                        Landlord will answer Tenant's  incoming  telephone calls
                 dialed directly to the telephone number(s) assigned by Landlord
                 during the normal  business hours.  Answering  services will be
                 provided for a reasonable  volume of inbound  calls.  Tenant is
                 not  permitted to use,  unless by prior  written  permission by
                 Landlord,  any telephone  number as assigned by Landlord and/or
                 processed  through  Landlord's  telephone system in advertising
                 (i.e.  newspaper  classified(s)  or in the conduct of any other
                 activity  (telemarketing,   mass  mailings,  etc.)  that  would
                 generate a noticeable increase in the number of calls processed
                 through  Landlord's  telephone  system. If Tenant violates this
                 restriction and the increase of phone calls negatively  impacts
                 Landlord's   ability  to  provide  proper  telephone   service,
                 Landlord may immediately and without notice, take any or all of
                 the  following  actions;  program  the phone to  forward  calls
                 directly to Tenant's phone or voicemail,  charge $2.00 for each
                 phone call answered or processed by Landlord's  phone system or
                 discontinue and/or disconnect services for all such phone lines
                 and/or phone  numbers  violated by Tenant.  Tenant  agrees that
                 Landlord  will have no liability for any  consequences  of such
                 actions per terms, conditions of the Lease.

         c.      COMPETING  SERVICES.  Tenant  will not hire  any  secretary  or
                 typist to work in Tenant's  office,  whether full or part time,
                 during normal  business  hours or after hours.  Tenant will not
                 sell any goods or perform  any  services  in  competition  with
                 Landlord.  If Tenant  desires the use of a  temporary  employee
                 from an agency, Tenant must give Landlord the first opportunity
                 to provide said employee at a competitive rate.

III. RENEWAL

         a.      RENEWAL.  Upon the  termination  date set forth herein,  or any
                 extension  thereof,  this Lease shall be extended  for the same
                 period of time as the  initial  term,  upon the same  terms and
                 conditions  as contained  herein,  at the then  current  market
                 rental rate, unless either party notifies the other in writing,
                 by  certified  or  registered  mail at least  60 days  prior to
                 expiration  date,  that the agreement will not be extended.  If
                 Tenant  occupies  three or more  offices,  such  notice must be
                 given at least 90 days prior to the expiration of this Lease.

         b.      HOLDOVER.  If Tenant retains  possession of the premises or any
                 part  thereof  after  termination  of the  Lease  term  without
                 consent  of  Landlord,  except  when  automatically  renewed as
                 provided  herein,  the Tenant  shall pay Landlord 1.5 times the
                 monthly  rent as set  forth  in this  Lease  or any  extensions
                 thereof.  The tenancy will be deemed  month to month  occupancy
                 and there will be no prorations thereof.


                                        3

<PAGE>


IV. SECURITY DEPOSIT

         a.      SECURITY DEPOSIT.  As security for the faithful  performance by
                 Tenant  of all of the terms and  conditions  upon the  Tenant's
                 part to be performed,  Tenant has  deposited  with Landlord the
                 sum equivalent to one (1) month's combined rental in U.S. Funds
                 which shall be returned to Tenant,  without  interest within 60
                 days of the expiration date of this Lease, provided that Tenant
                 has fully and faithfully performed all of the terms,  covenants
                 and conditions on its part to be performed. Landlord shall have
                 the right  (but not the  obligation)  to apply any part of said
                 deposit to cure any default of Tenant and if Landlord  does so,
                 Tenant shall upon demand  deposit  with  Landlord the amount so
                 applied so that Landlord shall have the full deposit on hand at
                 all  times  during  the  term of the  Lease  or any  subsequent
                 renewal.  Landlord shall hold such security deposit in a lawful
                 manner.  Tenant may not apply  security  deposit to last months
                 rent.  Landlord  shall have the right to apply said security to
                 any damages to premises,  other than normal  wear,  upon Tenant
                 vacating.

     In the  event  of a sale of the  building  or Lease of the land on which it
     stands,  subject  to this  Lease,  the  Landlord  shall  have the  right to
     transfer  this  security to the vendee or lessee and the Landlord  shall be
     considered released by the Tenant from all liability for the return of such
     security and Tenant shall look solely to the new Landlord for the return of
     the said security, and it is agreed that this shall apply to every transfer
     or  assignment  made  of  the  security  to a new  Landlord.  The  security
     deposited  under this Lease shall not be mortgaged,  assigned or encumbered
     by the Tenant  without the written  consent of the Landlord and any attempt
     to do so  shall  be  void.  In the  event  of any  rightful  and  permitted
     assignments of this Lease,  the said security deposit shall be deemed to be
     held by Landlord as a deposit to the assignor.

V. INSURANCE/DAMAGES

         a.      PERSONAL  PROPERTY  DAMAGE--PERSONAL  INJURY.  Landlord and its
                 respective  agents,  employees  and invitees  shall not, to the
                 extent  permitted by law, be liable for, and the Tenant  waives
                 all rights of recovery  against such  entities and  individuals
                 for any damage or claim with respect to any injury to person or
                 damage  to,  or  loss or  destruction  of any  property  of the
                 Tenant,  its employees,  authorized persons and invitees due to
                 any act, omission or occurrence in or about the office,  office
                 premises  or the  building.  Without  limitation  of any  other
                 provision hereof, Tenant agrees to indemnify,  defend,  protect
                 and save  Landlord and its  respective  agents,  employees  and
                 invitees  harmless  from and  against  all  liability  to third
                 parties arising out of Tenant's use and occupancy of the Office
                 or actions or  omissions  of Tenant and its agents,  employees,
                 contractors,  and  invitees.  Tenant  further  agrees  that all
                 personal property of Tenant, its agents, employees contractors,
                 and  invitees,  shall  be at the  sole  risk of  Tenant.  It is
                 Tenant's  responsibility  to  maintain  insurance  to cover the
                 risks set forth in this paragraph.

         b.      INSURANCE. Prior to occupancy, Tenant shall procure and keep in
                 effect  during the term public  liability  and property  damage
                 insurance  protecting Landlord and Tenant having minimum limits
                 of liability of Five Hundred Thousand ($500,000.00) Dollars for
                 damages  resulting to one person.  One Million  ($1,000,000.00)
                 for  damages  resulting  from  one  casualty,  and One  Hundred
                 Thousand  ($100,000.00)  Dollars for property damage  resulting
                 from any  occurrance.  Tenant  shall  deliver  policies of such
                 insurance or certificates thereof to Landlord.

         c.      CASUALTY DAMAGES.  In the event the leased premises are damaged
                 or  destroyed  in whole  or in part by fire or  other  casualty
                 during the term  hereof,  Landlord  shall,  at its own cost and
                 expense,  repair and restore the same to  tenantable  condition
                 with  reasonable  dispatch,  and the rent herein  provided  for
                 shall abate  entirely in case the entire  leased  premises  are
                 untenantable and prorate for the portion rendered untenantable,
                 in the event of partial untenantability, until such time as the
                 leased  premises are restored to tenantable  condition.  If the
                 leased  premises  cannot be  restored to  tenantable  condition
                 within a period of ninety (90) days,  Landlord and Tenant shall
                 each have the right to terminate this Lease upon written notice
                 to the other and any rent paid for any period in advance of the
                 date of such  damage  and  destruction  shall  be  refunded  to
                 Tenant. If the leased premises are damaged due to fire or other
                 casualty,  Tenant shall at its own cost and expense remove such
                 of its furniture and other  belongings from the leased premises
                 as  Landlord  shall  require in order to repair and restore the
                 leased premises.

                                       4
<PAGE>


VI. DEFAULT


         a.      EVENTS OF  DEFAULT.  Events  of  Default  include,  but are not
                 limited to the following:

                 1.        Rent becoming past due;
                 2.        Services becoming past due;
                 3.        Alterations,  additions  or  improvements  to  leased
                           premises being made without  Landlord's prior written
                           consent;
                 4.        Tenant's failure to keep in effect during the term of
                           the  Lease  public   liability  and  property  damage
                           insurance   protecting   Landlord   and   Tenant   in
                           accordance  with the  requirements of Paragraph V. b.
                           above;
                 5.        Default  in any  other  terms or  conditions  of this
                           Lease or violation of the rules and  regulations  set
                           forth in Exhibit D.

         b.      LANDLORD'S  REMEDIES.  On the occurrence of an event of default
                 as set forth in  Paragraph  VI. a. above,  Landlord  shall give
                 Tenant written notice of such default, and if Tenant shall fail
                 to cure such  default  within  seven (7) days after  receipt of
                 such notice,  Landlord shall, in addition to its other remedies
                 provided by law, have the remedies set forth in Paragraphs  c.,
                 d. and e., and in the respective sub-paragraphs thereunder.

         c.      1.        If any rent shall be due and  unpaid or Tenant  shall
                           be in  default  under any of the other  terms of this
                           Lease,  and such  default  has not been  cured  after
                           notice and within the time provided in  sub-paragraph
                           VI. b., or if the Leased  premises  are  abandoned or
                           vacated,  then  Landlord,  in  addition  to its other
                           remedies,  shall have the immediate right of reentry.
                           Should  Landlord elect to reenter or take  possession
                           pursuant to legal  proceedings or any notice provided
                           for by law,  Landlord may either terminate this Lease
                           without  waiving its right to damages or from time to
                           time,  without  terminating  this  Lease,  re-let the
                           premises  or any  part  thereof  on  such  terms  and
                           conditions Landlord in its sole discretion shall deem
                           suitable.  The  avails  of such  re-letting  shall be
                           applied first to the payment of any  indebtedness  of
                           Tenant to  Landlord,  other than rent due  hereunder,
                           including all collection and court costs and attorney
                           fees suffered in recovering and re-letting the leased
                           premises,  second to the  payment  of any  reasonable
                           costs of such  re-letting,  including the cost of any
                           reasonable  alterations  or repairs to the  premises,
                           third  to  the   payment   of  rent  due  and  unpaid
                           hereunder,  and the residue, if any, shall be held by
                           Landlord and applied on payment of future rent as the
                           same may become due and payable hereunder. Should the
                           avails of such  re-letting  during  any month be less
                           than the monthly rent reserved hereunder, then Tenant
                           shall  during  such  month  pay  such  deficiency  to
                           Landlord.

                 2.        If Tenant  shall  fail to pay rent as due  hereunder,
                           shall fail to perform any other terms  hereunder,  or
                           shall become insolvent, bankrupt, or cease to conduct
                           its normal business activity in this office, then all
                           installments  of  rent  for the  entire  term of this
                           Lease shall,  at the option of the  Landlord,  become
                           immediately  due and  payable,  without  demand.  Any
                           failure  of  Landlord  to  exercise   the  rights  of
                           acceleration  hereunder  shall not waive nor prohibit
                           Landlord from  exercising said rights of acceleration
                           upon any subsequent or continuing  nonpayment of rent
                           or other breach of Tenant hereunder.

                 3.        Deny use of any or all of the  services  described in
                           Exhibit A and Exhibit B of this Lease.

         d.      ADDITIONAL  CHARGES  UPON  DEFAULT.  In the  event of  default,
                 Tenant will be liable for the following additional charges;

                 1.        All  collection  and court  costs and  attorney  fees
                           incurred by Landlord in recovering and re-letting the
                           leased premises.

                 2.        Interest on all unpaid sums at 14% per annum.

                 3.        Any  other  legally  recoverable  costs  incurred  by
                           Landlord as a result of Tenant's default.

         e.      OTHER  CONSENQUENCES  OF  DEFAULT.  In the  event  of  default,
                 Landlord may immediately, without prior notice, cease providing
                 Tenant  with any or all  services  described  in  Exhibit A and
                 Exhibit B, including telecommunications services.


                                        5


<PAGE>

VII. NOTICES

         a.      Whenever under this Lease a provision is made for notice of any
                 kind, it shall be deemed  sufficient notice and service thereof
                 if such notice to Tenant is in writing,  addressed to Tenant at
                 his last known post office address,  or at the leased premises,
                 and deposited in the mail,  certified or registered  mail, with
                 postage prepaid,  and if such notice is to the Landlord,  it is
                 to be in  writing,  addressed  to the last  known  post  office
                 address of the Landlord,  and deposited in the mail,  certified
                 or registered mail, with postage  prepaid.  Notice need be sent
                 to only one Tenant or  Landlord,  where  Tenant or  Landlord is
                 more than one person.

VIII. EMPLOYEES

         a.      Tenant   recognizes  that  Landlord  or  Landlord's  agent  has
                 expended  considerable  time,  effort and expense in hiring and
                 training its  employees,  and that the hiring of an employee by
                 Tenant  would  save  them  considerable  time  and  expense  in
                 training and procurement but would cause Landlord or Landlord's
                 agent to expend additional time and expense.  Therefore, during
                 the term  and for nine (9)  months  after  its  expiration,  if
                 Tenant  hires an employee of Landlord or  Landlord's  agent who
                 was an  employee  at any of  Landlord's  locations  during  any
                 portion  of the term or for nine (9) months  after  expiration.
                 Tenant agrees to pay Landlord a  procurement  fee equal to four
                 (4) months salary of said employee, computed at his or her rate
                 in  effect  at  date  such  employee   terminated  his  or  her
                 employment with Landlord.  Tenant hereby  acknowledges that the
                 stipulated  sum  herein  set  forth  is a  fair  and  equitable
                 estimate of the loss  incurred by Landlord  resulting  from the
                 loss of its  employee  and  payment  of such sum by  Tenant  is
                 solely   intended  to  compensate   Landlord  in  the  form  of
                 liquidated  damages  for  Tenants,  or its  employee  or agents
                 breach of this agreement.

IX. MISCELLANEOUS TERMS & CONDITIONS

         a.      LANDLORD'S  AGENTS.  The only people who have  authority to act
                 for Landlord, and to bind Landlord, are James Blain, President,
                 or those  designated as officers of Landlord.  Until and unless
                 written  notice is received from either above,  no one else has
                 any authority to act on behalf of Landlord.

         b.      UNENFORCEABILITY OF ANY PROVISION.  Any provision of this Lease
                 Agreement  which  is  prohibited  or is  unenforceable  in  any
                 jurisdiction shall, as to such jurisdiction,  be ineffective to
                 the  extent of such  prohibition  or  unenforceability  without
                 invalidating the remaining  portions of this Lease or affecting
                 the validity or  enforceability  of such provision in any other
                 jurisdiction.

         c.      AMBIGUITIES.  Tenant has had an  opportunity to read this Lease
                 and to ask questions.  If Tenant asserts any ambiguities in the
                 Lease,  those  ambiguities  will be  interpreted  in  favor  of
                 Landlord.

         d.      GUARANTOR. The undersigned Guarantor(s) shall be liable for all
                 sums due  under  this  Lease,  any  extensions,  any  addendums
                 executed  contemporaneously  with this Lease, and for any other
                 sums  due  from  Tenant  to  Landlord,  no  matter  when or how
                 incurred,  Landlord does not have to attempt to collection from
                 Tenant before proceeding against Guarantor.  Guarantor will not
                 be released unless Landlord  specifically releases Guarantor in
                 writing signed by Landlord.

         e.      CANCELLATION.  Landlord  retains the right to cancel this Lease
                 Agreement  at any time with the  payment of one months  rent to
                 Tenant,  if it is  in  Landlord's  opinion  it is in  the  best
                 interests of Landlord or its clients.

         f.      ASSIGNMENT AND SUBLETTING.  Tenant shall not assign or transfer
                 this Lease or sublet the leased  premises  or any part  thereof
                 without the prior written consent of Landlord.

         g.      WAIVER.  If  Landlord  allows any  default or  variance in this
                 Lease,  that will not  constitute  a waiver of its  rights.  No
                 matter how many times Landlord  allows the default or variance,
                 or a variety of defaults or variances  by Tenant or others,  it
                 may still, without advance notice,  require strict adherence to
                 this Lease or prohibit  future  variances.  Nothing will change
                 the terms of this Lease,  or extend it, or add to it, unless in
                 writing and signed by Landlord and Tenant.

         h.      CONVERSION.  If Tenant  vacates the premises and leaves  behind
                 any personal  property,  files, or anything else, that property
                 will be considered  abandoned by Tenant.  If Tenant defaults in
                 the payment of sums due to Landlord,  and Landlord  changes the
                 locks,  removed Tenant's property or otherwise denies access to
                 Tenant, Landlord will not be guilty of conversion.

                                       6


<PAGE>


         i.      MAIL HANDLING AFTER LEASE EXPIRATION. At the expiration of this
                 Lease, it is the Tenant's  responsibility to notify all persons
                 of its new  address.  Mail will be  forwarded  by Landlord  for
                 period of thirty  days.  Tenant  will pay all  expenses of mail
                 forwarding.  Thereafter,  unless  there is an  agreement to the
                 contrary, mail will be returned to sender.


             ALL PARTIES HAVE READ THE ABOVE PAGES AND AGREE TO ALL
                              TERMS AND PROVISIONS

<TABLE>
<CAPTION>
LANDLORD                                     TENANT
<S>                                          <C>

        AmeriCenter of Livonia               Company Name    Instant Video Technologies
---------------------------------------                      ------------------------------

By:                                          By: /s/ Tom Koshy
   ------------------------------------         ---------------------------------------
       Signature                                    Signature

         James Blain, G.P.                      Tom Koshy, Senior V.P.
   ------------------------------------         ---------------------------------------
   (Please Type or Print Name & Title)


Date:                                        Date:  8-29-99
     ----------------------------------           -------------------------------------


Exhibits:
         A & B - Services
             C - Floor Plan
             D - Rules & Regulations
                                             GUARANTOR:
(Please Type or Print Name & Title)
                                             ------------------------------------------

                                             ------------------------------------------
                                                  (Print Name)
</TABLE>


                                        7
<PAGE>


                                   EXHIBIT "A"
                                   -----------

         Personalized Telephone Answering of Reasonable Volume of Incoming Calls

         Receptionist/phone attendant

         Utilities (except for telephone line charges)

         Unlimited phone calls

         Maintenance and janitorial services

         Notary Service

         Parking

         Mail and package receipt

         Use of spacious lobby

         Kitchen

         Complimentary coffee



                                   EXHIBIT "B"
                                   -----------

         General secretarial services

         Word Processing services

         Administrative assistant services

         Facsimile services

         Copy services and binding

         Outgoing mail handling

         Office furniture

         Office supplies

         Catering and beverage services

         Travel reservations

         Telephone equipment

         Telephone lines and service


                                        8
<PAGE>
                                                                       Exhibit C

                                                                         LIVONIA
                                                                      floor plan

3911 W. Six Mile o Livonia, Michigan 48152



                               [Graphic Omitted]








                                                                    AMERICENTERS
                                                        EXECUTIVE OFFICE NETWORK
                                                         AmeriCenter  of Livonia
                                                               39111 W. Six Mile
                                                         Livonia, Michigan 48152
                                                   For leasing information call:
                                                                  (734) 591-7200
<PAGE>


                                    EXHIBIT D

                              RULES AND REGULATIONS

This Lease is subject to the following  Rules and  Regulations  which are made a
part hereof.  Landlord shall have no  responsibility to Tenant for the violation
or  nonperformance  by any  other  Tenants  of any of the  following  Rules  and
Regulations but shall use reasonable  efforts to uniformly enforce all Rules and
Regulations.

a.)  Tenant and their  employees  will  conduct  themselves  in a business  like
manner,  appropriate  attire will be worn at all times.  No person shall disturb
the occupants of this or adjoining buildings or premises by the noise of radios,
television  sets,  loudspeakers,  musical  instruments  or  by  making  loud  or
disturbing noises.

b.) No electric or other wires for any purpose shall be brought into the demised
premises  without  Landlord's  written  permission.   Electricity  furnished  by
Landlord  shall be used only for purposes of  illumination  and the operation of
normal  office  equipment.  Electricity  for any  other use shall be paid for by
Tenant.

c.) No bicycle or other vehicle,  and no dog (unless  seeing-eye  dogs) or other
animal  shall be  allowed in  offices,  halls,  corridors  or  elsewhere  in the
building.

d.) Landlord  reserves the right to approve fumiture and equipment being brought
in by Tenant. All furniture,  equipment or other heavy articles shall be carried
in or out of the  premises  only at such  time  and in such  manner  as shall be
prescribed by Landlord.

e.) No  additional  lock or locks  shall be placed  on any door in the  building
without  Landlord's prior written consent.  A reasonable  number of keys will be
furnished by Landlord,  and Tenant shall not make or permit any duplicated  keys
to be made.

f.) Tenant will not prop open any exit door(s) or ask  cleaning  staff to unlock
any center doors at anytime or for any reason.  Tenant shall lock exterior doors
to the building when entering or leaving after normal business hours.

g.) Tenant  shall not  install  or operate  any steam or gas engine or boiler or
carry on any mechanical  business on said premises,  or use oil, burning fluids,
camphor or  gasoline  for  heating or  lighting,  or for any other  purpose.  No
article deemed extra hazardous on account of fire or other dangerous properties,
or any explosive, shall be brought into said premises.

h.) The  demised  premises  shall not be used for lodging or sleeping or for any
immoral or illegal purposes.

i.)  Landlord  shall have the right to enter upon the  demised  premises  at all
reasonable hours for the purpose of inspecting the same.

j.) Tenant shall not conduct  business in hallways,  lobby or corridors,  or any
other areas except in it's office, without written consent of Landlord.

k.) It is Landlord's  intention to provide  secretarial support for our Tenants.
Therefore, Tenants are prohibited from retaining their own secretarial support.

l.) Any office  equipment that typically would generate the services  offered in
our Business  Services Center are not allowed in the suites of the Tenants.  Not
included in this are company and personal computers, printers, and fax machines.

m.) Any  newspaper,  magazine or other  advertising  done from the said  demised
premises or referring to the said premises, which in the opinion of the Landlord
is  objectionable  shall  be  immediately  discontinued  upon  notice  from  the
Landlord. No sign, picture, lettering, notice or advertisement of any kind shall
be painted or displayed on or from the windows,  doors, roof or outside walls of
the building in which the demised premises are located.

n.) This is a  non-smoking  building.  Smoking is prohibited in all areas of the
building included but not limited to entrances, all common areas and offices.

o.)  Canvassing,  soliciting  and peddling in the building  are  prohibited  and
Tenant shall not solicit other Tenants for any business or other purpose without
prior approval of Landlord.


                                       10
<PAGE>


p.) Any property belonging to Tenant or their employee,  agent or invitee, shall
be at the risk of such person only and Landlord  shall not be liable for damages
thereto or for theft or misappropriation.

q.) Conference  rooms are available during business hours 8:00 a.m. - 5:00 p.m.,
Monday through Friday.  They are not available on weekends and holidays.  Tenant
must clean up immediately  after use of conference room and return the space and
equipment  to the state and  condition  it was prior to  Tenant's  use.  If not,
Landlord may charge Tenant a service charge and any other  expenses  required to
restore conference room and/or equipment to it's original state.


                                       11