EMPLOYMENT AGREEMENT

This  EMPLOYMENT  AGREEMENT,  dated as of the 13th day of  November,  1998  (the
"Effective Date") between Instant Video  Technologies,  Inc. (the "Company"),  a
corporation, and Kyle Faulkner (the "Employee").

WHEREAS,  the  Company  wishes to employ the  Employee  as its Chief  Technology
Officer; and

         WHEREAS,  the  Employee  wishes to be  employed  by the Company in such
position.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Employment. Duties and Acceptance

         1.1 Employment by the Company.  The Company hereby employs the Employee
for the term (as defined herein), to render, subject to the following paragraph,
exclusive and full-time  services to the Company as Chief Technology  Officer of
the Company,  reporting to the Chief Executive Officer, subject to the direction
of the Company's Board of Directors (the Board of Directors),  and in connection
therewith,  to perform  such  duties as he shall be  directed  to perform by the
Company's Board of Directors.

         1.2 Acceptance of Employment by Employee.  The Employee  hereby accepts
such employment and agrees to render the services  described above. The Employee
further  agrees to accept  election  and to serve  during all or any part of the
term as an officer or director of the Company and of any subsidiary or affiliate
of the Company (or of any other corporation at the Company's reasonable request)
without any compensation  therefor,  other than that specified in this Agreement
if elected to any such position by the shareholders or by the Board of Directors
of the Company or of any subsidiary or affiliate (or other corporation),  as the
case may be.

         1.3  Vacation.  The  Employee  shall be entitled to annual  vacation in
accordance  with the vacation  policy of the Company,  as in effect from time to
time.

         1.4  Travel.  The  Employee  shall  be  subject  to  reasonable  travel
requirements  as may be necessary or desirable to perform fully his  obligations
hereunder.

2.  Term  of  Employment.  The  term of the  Employee's  employment  under  this
Agreement  (the "Initial  Term") shall  commence on the Effective Date and shall
continue  for  twenty-four  (24) months from the  Effective  Date unless  sooner
terminated  pursuant to Article 4 of this Agreement.  The term of the Employee's
employment shall automatically be extended for one additional year at the end of
the Initial Term

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("Extended  Term")  unless,  not later than 90 days  preceding  such  date,  the
Employee or the Company shall give written notice to the other that the Employee
or the  Company  does  not  wish to  extend  the  term of  employment  for  such
additional one-year period.

3. Compensation.

         3.1  Salary.  As full  compensation  for all  services  to be  rendered
pursuant to this  Agreement,  the Company agrees to pay the Employee (or, in the
event the Employee performs services  hereunder on behalf of a subsidiary of the
Company,  the Company shall cause such  subsidiary to pay the Employee,  without
duplication  and  only to the  extent  not  paid  by the  Company  or any  other
subsidiary), during the term, a salary at the fixed rate of Two hundred Thousand
Dollars  ($200,000.00)  per annum or such greater amount as shall be approved by
the Board of Directors in its sole discretion  (the "Base  Salary"),  payable in
accordance  with the  payroll  policies  of the  Company as from time to time in
effect,  less such  deductions as shall be required to be withheld by applicable
law and regulations. Additionally, Employee shall be entitled to receive 320,000
stock  options   previously  granted  pursuant  to  the  attached  stock  option
agreement.

         3.2 Bonuses. During the term, the Employee shall be entitled to receive
a bonus (the Bonus) as a  participant  in the Company's  incentive  compensation
arrangement as approved by the Board of Directors on an annual basis.

         3.3  Expenses.  Subject  to such  policies  as may from time to time be
established  by the Board of Directors,  applicable to its employees  generally,
the Company  shall pay or reimburse  the Employee  for all  reasonable  expenses
actually  incurred  or paid by him  during  the term in the  performance  of his
services  under this  Agreement,  upon  presentation  of expense  statements  or
vouchers  or such other  supporting  information  as the  Company  may  require;
Provided,  however,  that the maximum amount  available for such expenses during
any period may be fixed in advance by the Board of Directors of the Company.

         3.4 Participation in Benefit Plans. During the term, the Employee shall
participate in each group life,  hospitalization  or disability  insurance plan,
health program,  and any other similar benefit plan and any stock option plan of
the Company  which is available to other  employees of the Company and for which
he qualifies.  Employee understands such benefit plans may be modified from time
to time under guidelines established by the Board of Directors.

         3.5 Company Automobile.  During the term, Employee may be entitled to a
car allowance  consistent  with the guidelines for employees as set forth in the
Company's Policies and Procedures.  Employee agrees to maintain such records and
documentation,  including  calculations  as may be required from time to time by
the Company's Policies and Procedures or the Internal Revenue Service.

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         3.6 Stock  Options.  During the term,  Employee  shall be  entitled  to
participate in such stock option plans as may be  established  from time to time
by the Board of  Directors  of the  Company.  All stock  option  awards  must be
approved by the Board of Directors' Compensation Committee.

         3.7  Limitations  Imposed  by Law.  The  provisions  of this  Agreement
relating to the  compensation to be paid to the Employee shall be subject to any
limitations  provided by law or regulation  that may from time to time limit the
compensation payable to the Employee.

4. Termination.

         4.1 Termination  Upon Death. If the Employee shall die during the term,
this Agreement shall terminate except that the Employee's beneficiaries shall be
entitled to receive the Employee's  Base Salary for a period of three (3) months
following the last day of the month in which his death occurs.

         4.2  Termination  Upon  Disability.  If, during the term,  the Employee
shall become physically or mentally disabled,  whether totally or partially,  so
that he is unable  substantially  to perform his  services  hereunder  for (i) a
period of six (6) consecutive  months,  or (ii) for shorter periods  aggregating
six months  during any twelve (12) month  period,  the Company  may, at any time
after the last day of the six (6) consecutive  months of disability,  or the day
on which the shorter  periods of  disability  shall have equaled an aggregate of
six (6) months,  by written notice to the Employee,  but before the Employee has
recovered from such disability,  terminate the term of the Employee's employment
hereunder.  Notwithstanding  such disability,  the Company shall continue to pay
the Employee  sixty percent (60%) of his Base Salary,  not to exceed $72,000 per
annum, through the date of such termination, and following the end of the fiscal
year in which such termination occurs, the amount of incentive or other bonuses,
if any, that would otherwise have been payable to Employee under Section 3.2 and
which have accrued through the end of the fiscal year in which such  termination
occurs as if the Employee had been employed by the Company for the entire fiscal
year.  The  company is  currently  in the  process of  renegotiating  disability
coverage. If and when such coverage occurs,  Employee's coverage shall be raised
to the same percentage as that of other senior executives of the Company.

         4.3 Termination Without Cause. If at any time during the term, Employee
shall be  terminated  by the Company for reasons other than cause (as defined in
Paragraph  4.4),  Employee or  Employee's  estate will be entitled to receive as
severance the continuation of Base Salary, at its then current rate, through and
until the  later of (i) one  fourth  of the  remaining  period to the end of the
Initial Term,  or (ii) a period of three (3) months from the  effective  date of
termination,  but shall not be  entitled to any  incentive  bonus for the fiscal
year during which the effective  date of termination  occurs,  or any subsequent
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                  If  Employee's  employment  shall  be  terminated  during  any
Extended  Term,  for any reason other than cause,  Employee shall be entitled to
receive as severance the  continuation  of Base Salary for a period of three (3)
months from the effective date of termination,  but shall not be entitled to any
incentive  bonus  for  the  fiscal  year  during  which  the  effective  date of
termination occurs, or any subsequent year.

                  Notwithstanding  the  foregoing,   any  payments  to  Employee
hereunder,  whether  during the  Initial  Term or any  Extended  Term,  shall be
reduced by any  compensation  (in any form) received for services from any other
source for or during the period which  Employee  receives  any  post-termination
compensation hereunder.  These severance payments shall be in full settlement of
any claim Employee may have to compensation in any form.

         4.4 Termination by the Company for Cause.  The Company may, at any time
during the term,  terminate for cause (as  hereinafter  defined) the  Employee's
employment  hereunder,  in which event the Employee shall be entitled to receive
his Base Salary  accrued  through the effective  date of such  termination.  The
Employee  shall  have no right to  receive  any other  compensation  or  benefit
hereunder after the effective date of such termination;  provided, however, that
the foregoing shall not affect the Employee's  right to receive any compensation
or benefit under the profit  sharing/401(k)  plans. As used herein, the term for
"cause"  shall be deemed to mean and include  with  respect to the  Employee (i)
conduct of the  Employee at any time,  which has involved  criminal  dishonesty,
conviction  of the  Employee  of any felony,  or of any lesser  crime or offense
involving the property of the Company or any of its  subsidiaries or affiliates,
significant conflict of interest,  serious  impropriety,  or breach of corporate
duty, misappropriation of any money or other assets or properties of the Company
or its  subsidiaries,  (ii) willful  violation of specific and lawful directions
from  the  Board of  Directors  of the  Company  (which  directions  must not be
inconsistent  with the  provisions  of this  Agreement),  failure  or refusal to
perform the services  customarily  performed  by an executive  officer (and such
failure  or  refusal  continues  after a  written  direction  from the  Board of
Directors),  or expressly  required by the terms of this  Agreement,  or willful
misconduct  or  gross   negligence  by  the  Employee  in  connection  with  the
performance of his duties hereunder, (iii) chronic alcoholism or drug addiction,
and (iv) any other acts or conduct  inconsistent with the Company's Policies and
Procedures or the standards of loyalty, integrity or care reasonably required by
the Company of its executives.

5. Protection of Confidential Information: Non-Competition.

         5.1 Confidential  Information.  In view of the fact that the Employee's
work for the Company will bring him into close  contact  with many  confidential
affairs of the Company not readily available to the public, and plans for future
developments, the Employee agrees:

<PAGE>

         5.1.1 To keep and retain in the strictest  confidence all  confidential
matters of the Company,  including,  without  limitation,  all trade "know how",
secrets,  customer  lists,  pricing  policies,  operational  methods,  technical
processes,  formulae,  inventions  and  research  projects,  and other  business
affairs of the  Company,  learned by him  heretofore  or  hereafter,  and not to
disclose  them to anyone  outside  of the  Company,  either  during or after his
employment  with the  Company,  except in the  course of  performing  his duties
hereunder or with the Company's express written consent;

         5.1.2 To execute  and fully  comply with a  confidentiality  and rights
agreement or such other similar  agreement  which may be required by the Company
from time to time, consistent with its Policies and Procedures; and

         5.1.3  To  deliver  promptly  to  the  Company  on  termination  of his
employment  by the  Company,  or at any time the  Company  may so  request,  all
memoranda,  notes, records,  reports,  manuals,  drawings,  blueprints and other
documents  (and all copies  thereof) to the Company's  business and all property
associated therewith, which he may then possess or have under his control.

         5.2 Non-Competition.  During the term and for a period of not less than
six (6) months  following the  termination of such period,  or for any period in
which  Employee  would have been  eligible to receive Base Salary,  the Employee
shall not in any state of the United  States,  or any other  foreign  country in
which the Company shall then be doing  business,  directly or indirectly,  enter
the employ of, or render  any  services  to,  any  person,  firm or  corporation
engaged in any business  competitive  with the business of the Company or of any
of its  subsidiaries or affiliates;  he shall not engage in such business on his
own account;  and he shall not become interested in any such business,  directly
or  indirectly;  as an  individual,  partner,  shareholder,  director,  officer,
principal,   agent,  lender,  employee,   trustee,   consultant,  or  any  other
relationship  or capacity;  provided,  however,  that nothing  contained in this
Paragraph 5.2 shall be deemed to prohibit the Employee from acquiring, solely as
an  investment,  not more than 1% of the shares of  capital  stock of any public
corporation.

         In  addition,  Employee  agrees  that he shall not during  such  period
solicit,  induce or attempt to solicit or induce any employee or  consultant  of
the Company to terminate such employee's or consultant's  relationship  with the
Company in order to become  employed by any other person or entity,  without the
consent of a majority of the Company's Board of Directors.

         5.3  Remedies of the Company  Upon  Employee  Breach.  If the  Employee
commits a breach,  or threatens to commit a breach,  of any of the provisions of
Paragraphs  5.1 or 5.2 hereof,  the Company shall have the following  rights and
remedies:

         5.3.1 The right and  remedy to have the  provisions  of this  Agreement
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed  that

<PAGE>

any such  breach or  threatened  breach  will  cause  irreparable  injury to the
Company  and that  money  damages  may not  provide  an  adequate  remedy to the
Company; and

         5.3.2 The right and remedy to require  the  Employee to account for and
pay over to the Company all compensation,  profits, monies, accruals, increments
or other benefits (collectively, "Benefits") derived or received by the Employee
as the result of any transactions constituting a breach of any of the provisions
of the Paragraphs 5.1 or 5.2, and the Employee  hereby agrees to account for and
pay over such Benefits to the Company.

          Each of the rights and remedies of the company shall be independent of
the  other,  and shall be  severally  enforceable,  and all of such  rights  and
remedies  shall be in  addition  to,  and not in lieu of,  any other  rights and
remedies available to the Company under the law or in equity.

5.4 Construction and Enforceability.

         5.4.1 If any of the  covenants  contained in Section 5.1 or 5.2, or any
part thereof,  is hereafter  construed to be invalid or unenforceable,  the same
shall not affect the  remainder  of the  covenant or  covenants,  which shall be
given full effect, without regard to the invalid portions.

         5.4.2 If any of the  covenants  contained in Section 5.1 or 5.2, or any
part  thereof,  is held to be  unenforceable  because  of the  duration  of such
provision or the area covered  thereby,  the parties agree that the court making
such  determination  shall have the power to reduce the duration  and/or area of
such  provision  and,  in  its  reduced  form,  said  provision  shall  then  be
enforceable.

         5.5  Enforceability in Jurisdictions.  The parties hereto intend to and
hereby confer  jurisdiction  to enforce the covenants  contained in Sections 5.1
and 5.2 upon federal or state  courts or the courts of any foreign  jurisdiction
within the geographical scope of such covenants. In the event that the courts of
any one or more of such state, federal or foreign  jurisdictions shall hold such
covenants  wholly  unenforceable  by  reason  of the  breadth  of such  scope or
otherwise, it is the intention of the parties hereto that such determination not
bar or in any way affect the Company's right to the relief provided above in the
courts  of  any  other  state,  federal  or  foreign  jurisdictions  within  the
geographical  scope of such covenants,  as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
and  foreign  country  being  for  this  purpose,  severable  into  diverse  and
independent covenants.

          5.6 Customer  Lists.  The Employee  recognizes and agrees (i) that all
existing  lists of customers  of the Company,  and all lists of customers of the
Company developed during the course of the Employee's employment by the Company,
are and  shall be the  sole  exclusive  property  of the  Company,  and that the
Employee neither has nor shall have any right,  title or interest therein;  (ii)
that such lists of customers  are and must

<PAGE>

continue to be confidential; (iii) that such lists are not readily accessible to
competitors of the Company;  (iv) that the Company's present and future business
is and will  continue to be of a type that  customers  will  normally  patronize
principally one concern;  and (v) that the Company's present and future business
relationship  with its  customers  is and will  continue  to be of a type  which
normally continues unless interfered with by others.

 6.  Inventions and Patents.

         6.1  The  Employee  agrees  that  all  processes,   computer  software,
technologies  and  inventions   ("Inventions"),   including  new  contributions,
improvements,  ideas and  discoveries,  whether  patentable  or not,  conceived,
developed,  invented  or made by him  during  the term,  shall be the  exclusive
property  of the  Company and shall  belong to the  Company  provided  that such
Inventions  grew  out of the  Employee's  work  with the  Company  or any of its
subsidiaries  or  affiliates,   are  related  in  any  manner  to  the  business
(commercial  or  experimental)  of the  Company  or any of its  subsidiaries  or
affiliates or are conceived or made on the Company's time or with the use of the
Company's  facilities or materials.  The Employee  shall  further:  (i) promptly
disclose  such  Inventions to the Company;  (ii) assign to the Company,  without
additional  compensation,  all patent and other rights to such Inventions in the
United States and foreign  countries;  (iii) sign all papers  necessary to carry
out the foregoing; and (iv) give testimony in support of his inventorship.

         6.2 If  any  Invention  is  described  in a  patent  application  or is
disclosed to third parties,  directly or indirectly,  by the Employee within two
years  after the  termination  of his  employment  by the  Company,  it is to be
presumed  that the  Invention  was  conceived  or made  during the period of the
Employee's employment by the Company.

         6.3 The  Employee  agrees  that he will not  assert  any  rights to any
Invention  as  having  been  made or  acquired  by him prior to the date of this
Agreement, except for Inventions, if any, disclosed to the Company in Exhibit A.
All  Inventions,  Patents and ideas set forth in Exhibit A shall remain the sole
property of Employee.

7.  Intellectual  Property.  The  Company  shall  be the  sole  owner of all the
products and proceeds of the Employee's services hereunder,  including,  but not
limited to, all  materials,  ideas,  concepts,  formats,  suggestions,  computer
software, developments,  arrangements, packages, programs and other intellectual
properties  that  the  Employee  may  acquire,  obtain,  develop  or  create  in
connection with and during the term of the Employee's employment hereunder, free
and clear of any claims by the Employee (or anyone  claiming under the Employee)
of any kind or character  whatsoever (other than the Employee's right to receive
payments hereunder).  The Employee shall, at the request of the Company, execute
such assignments, certificates or other instruments as the Company may from time
to time deem necessary or desirable to evidence,  establish,  maintain, perfect,
protect,  enforce or defend its right,  or title and  interest in or to any such
properties.

<PAGE>

8. Indemnification.  Where, in the determination of the Board of Directors,  the
Employee has acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company,  the Company will indemnify
the Employee to the maximum  extent  permitted by  applicable  law,  against all
costs,  charges and expenses incurred or sustained by him in connection with any
action,  suit or  proceeding  to which he may be made a party by  reason  of his
being an  employee  of the  Company or an  officer,  director or employee of any
subsidiary  or affiliate of the Company or any other  corporation  for which the
Employee serves as an officer, director or employee, at the Company's request.

9.  Arbitration.  Any  controversy  or claim  arising out of or relating to this
Agreement,  or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American Arbitration  Association then pertaining,  in the
County  of San  Francisco,  State of  California,  and  judgment  upon the award
rendered  by the  Arbitrator  may be  entered in any court  having  jurisdiction
thereof.  The Arbitrator shall be deemed to possess the power to issue mandatory
orders and  restraining  orders in connection with such  arbitration;  provided,
however,  that  nothing in this  Article 9 shall be  construed so as to deny the
Company the right and power to seek and obtain  injunctive  relief in a court of
equity  for any  breach  or  threatened  breach  by the  Employee  of any of his
covenants contained in Articles 5, 6 and 7 hereof.

10. Attorneys Fees. In the event either party hereto commences any action,  suit
or other  proceeding  in law or in equity,  or any  arbitration,  to enforce the
provisions of this Agreement or for any remedy for breach of this Agreement, the
non-prevailing  party in such action shall pay the prevailing  party's costs and
expenses,  including  reasonable  attorneys'  fees  incurred  in such  action or
arbitration proceeding.

11. Notices. All notices, requests, consents and other communications,  required
or permitted to be given  hereunder,  shall be in writing and shall be deemed to
have been duly given if delivered by registered or certified mail (notices shall
be deemed to have been given on the date  sent),  as  follows  (or to such other
address as either  party  shall  designate  by notice in writing to the other in
accordance herewith):

11.1 If to the Company, to it at:

c/o Instant Video Technologies, Inc.
500 Sansome Street, Suite 503
San Francisco, CA  94111
Attention: Ed Davis

<PAGE>

11.2 If to the Employee, to him at:

Kyle Faulkner
5690 Ocean View Drive
Oakland, CA 94618

12. General.

12.1  Governing  Law.  This  Agreement  shall be governed by and  construed  and
enforced in accordance  with the laws of the State of  California  applicable to
agreements made and to be performed entirely in California.

12.2  Headings.  The  article  and  section  headings  contained  herein are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

12.3  Entire  Agreement.  This  Agreement  sets forth the entire  agreement  and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating  to the  subject  matter  hereof as of the  Effective  Date.  No
representation,  promise or inducement has been made by either party that is not
embodied in this  Agreement,  and neither  party shall be bound by or liable for
any alleged representation, promise or inducement not so set forth.

12.4 Assignability:  Successors.  This Agreement,  and the Employee's rights and
obligations  hereunder,  may not be  assigned by the  Employee.  The Company may
assign its rights,  together with its obligations hereunder to any subsidiary or
affiliate Company or in connection with any sale,  transfer or other disposition
of all or  substantially  all of its  business  or  assets;  in any  event,  the
obligations  of the  Company  hereunder  shall be binding on its  successors  or
assigns, whether by assignment to a subsidiary or affiliate of the Company or by
merger, consolidation or acquisition of all or substantially all of its business
or assets.

12.5  Modifications:   Waivers.   This  Agreement  may  be  amended,   modified,
superseded, cancelled, renewed or extended and the terms or covenants hereof may
be waived,  only by a written instrument executed by both of the parties hereto,
or in the case of a waiver,  by the party  waiving  compliance.  The  failure of
either party at any time or times to require performance of any provision hereof
shall in no manner  affect  the right at a later time to  enforce  the same.  No
waiver by either  party of the breach of any term or covenant  contained in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be  deemed to be or  construed  as a further  or  continuing  waiver of any such
breach,  or a waiver of the breach of any other term or  covenant  contained  in
this Agreement.

<PAGE>

13.  Subsidiaries and Affiliates.  As used herein,  the term "subsidiary"  shall
mean any corporation or other business  entity  controlled by the corporation in
question,  and the term  "affiliate"  shall mean and include any  corporation or
other business  entity  controlling,  controlled by or under common control with
the corporation in question.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

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

Title: Chief Operating Officer
       -----------------------------


EMPLOYEE

/s/ Kyle Faulkner
------------------------------------


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