STOCK PURCHASE AGREEMENT


         This STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of  __________,  199_ by and among  Instant Video Technologies,  Inc., a
Delaware  corporation  (the  "Company"),  and  ______________,  whose address is
_____________________.

         The  Company  desires  to sell to  Investor,  and  Investor  desires to
purchase from the Company,  units of investment,  each of which consists of (one
hundred fifty thousand  (150,000)  shares of the Company's  Series B Convertible
Preferred  Stock (the "Series B Stock") and (ii) a warrant to purchase  nineteen
thousand  five  hundred  (19,500)   warrants  for  the  Company's  Common  Stock
("Warrant")  at a Warrant  exercise  price of $2.00 per share  (individually,  a
"Unit" and collectively,  the "Units"), on the terms and conditions set forth in
this Agreement. See, Exhibit A.

         THEREFORE, PARTIES HEREBY AGREE AS FOLLOWS:

         1. AGREEMENT TO PURCHASE AND SELL STOCK.

                  1.1  Authorization.  As of the Closing (as defined  below) the
Company will have authorized the issuance,  pursuant to the terms and conditions
of this  Agreement,  of up to five million  (5,000,000)  shares of the Company's
Series B Preferred Stock (the "Series B Stock") having the rights,  preferences,
privileges and  restrictions  set forth in the Certificate of Designation of the
Company attached to this Agreement as Exhibit B (the "Certificate"). The Company
reserves  the  right to amend  its  Certificate  of  Incorporation  prior to the
closing to eliminate  provisions relating to the Company's  authorized shares of
Series A,  Series B,   Series C,  Series D  and Series E  Convertible  Preferred
Stock,  none of which  shares shall then be  outstanding,  and  redesignate  the
Company's  Series F Convertible  Preferred  Stock ("Series F Stock") as Series A
Preferred  Stock.  Each  Investor  hereby  consents  to  such  amendment  to the
Certificate of Incorporation  and an amendment to this Agreement to reflect such
changes in the Certificate of Incorporation. In the event of such redesignation,
all  references  herein  to  Series  F Stock  shall  be  deemed  to refer to the
Company's Series A Convertible Preferred Stock.

                  1.2 Agreement to Purchase and Sell. The Company agrees to sell
to Investor at the closing, and Investor agrees, to purchase from the Company at
the  Closing,  one  hundred  and  fifty  thousand  (150,000)  shares of Series B
Convertible  Preferred Stock set forth above at a price of $2.00 per share.  The
shares of Series B Stock and the Warrants  purchased  and sold  pursuant to this
Agreement  shall  be  collectively  hereinafter  referred  to an the  "Purchased
Securities",  and the shares of Common  Stock  issuable  upon  conversion of the
Shares of Series B Stock and  the  shares  of  Common  Stock  issuable  upon the
exercise of any Warrant  shall be  collectively  hereinafter  referred to as the
"Common Shares".

         2. CLOSINGS.

                  2.1 The  Closing.  The  purchase  and  sale  of the  Purchased
Securities shall take place at the offices of Instant Video  Technologies,  Inc.
at 500 Sansome Street, Suite 503, San



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Stock Purchase Agreement


Francisco  California,  at 10:00 a.m.  Pacific  Time, on December 17, 1998 or at
such other  time and place as the  Company  and  Investors  mutually  agree upon
(which time and place are referred to in this Agreement as the closing).  At the
Closing, the Company will deliver to Investor a certificate representing 150,000
shares of Series B Stock,  and a warrant for the  purchase  of 19,500  shares of
common  stock,  that such  Investor  has agreed to purchase  hereunder as stated
above,  against  delivery to the Company by such  Investor of the full  purchase
price of $300,000  paid by (i) a bank  certified  check payable to the Company's
order,  (ii) wire transfer of  immediately  available  funds to the Company,  or
(iii) any combination of the foregoing.

                  2.2 Additional Closings.

                           (a) Conditions of Additional Closing(s).  At any time
and from time to time during the period  immediately  following  the Closing and
ending on December 31, 1999, the Company may at one or more additional  closings
(each an "Additional  Closing"),  without  obtaining the  signature,  consent or
permission  of  the  Investor,   offer  and  sell  to  other  investors  ("Other
Investors"),  at a price of $2.00 per Unit,  such that the total number of Units
sold  by  the   Company   [inclusive   of  the  number  of  Units  sold  at  the
above-mentioned Closings (1&2) and at any prior Additional Closings] equals five
million  (5,000,000).  New Investors  may include  persons or entities that were
previously Investors under this Agreement

                           (b)  Amendments.  The Company  and the New  Investors
purchasing Units at each Additional Closing will execute  counterpart  signature
pages to the Stock Purchase  Agreement,  the  Registration  Rights Agreement (as
defined in Section 5.4) and the Voting  Agreement  (as defined in Section  5.5),
and such New  Investors  will,  upon  delivery to the Company of such  signature
pages, become parties to, and bound by, this Agreement,  the Registration Rights
Agreement and the Voting Agreement,  each to the same extent as if they had been
Investors at the Closing.  Upon the  completion  of each  Additional  Closing as
provided in section 2, each New Investor will be deemed to be an "Investor"  for
all purposes of the Stock Purchase Agreement,  the Registration Rights Agreement
and the Voting Agreement.

         3.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents  and  warrants  to  Investor  that the  statements  in the  following
paragraphs of section 3 are all true and correct:

                  3.1 Organization Good Standing and Qualification.  The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State  of  Delaware  and  has all  requisite  corporate  power  and
authority to own its  properties  and assets and to carry on its business as now
conducted  and as  proposed to be  conducted.  The  Company is  qualified  to do
business as a foreign  corporation in each  jurisdiction  where failure to be so
qualified  would  have a material  adverse  effect on its  financial  condition,
business, prospects or operations.

                  3.2 Due Authorization. All corporate action on the part of the
Company,   its   officers,   directors  and   shareholders   necessary  for  the
authorization, execution, delivery of, and the performance of all obligations of
the  Company  under,  the Stock  Purchase  Agreement,  the  Registration  Rights
Agreement and the Voting Agreement have been taken or will be taken prior to the
Closing.  The  Registration  Rights  Agreement  and the  Voting  Agreement  when
executed

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Stock Purchase Agreement


will  constitute,   valid  and  legally  binding  obligations  of  the  Company,
enforceable in accordance with their respective terms,  except as may be limited
by (i)  applicable  bankruptcy,  insolvency,  reorganization  or others  laws of
general  application  relating to or affecting  the  enforcement  of  creditors'
rights  generally and (ii) the effect of rules of law governing the availability
of equitable remedies.

                  3.3 Valid  Issuance of  Purchased  Securities.  The  Purchased
Securities, when issued, sold and delivered in accordance with the terms of this
Agreement for the  consideration  provided for herein,  will be duly and validly
issued, fully paid and nonassessable.

                  3.4   Capitalization.   Immediately  prior  to  Closing,   the
capitalization of the Company will consist of the following:

                           (a)  Preferred   Stock.  A  total  of   11,938,467.32
authorized shares of preferred stock, $.0001 par value per share (the "Preferred
Stocks"), consisting  of  11,966,497  shares  designated as Series A Convertible
Preferred Stock,  none of which will be issued and outstanding,  an aggregate of
6,500,829  shares  designated  as Series B-1 through B-4  Convertible  Preferred
Stock, none of which will be issued and outstanding, 20,000 shares designated as
Series  C  Convertible  Preferred  Stock,  none  of  which  will be  issued  and
outstanding,  5,900,000  shares  designated  as Series D  Convertible  Preferred
Stock, none of which will be issued and outstanding  1,000,000 shares designated
as Series B  Convertible  Preferred  Stock,  none of which  will be  issued  and
outstanding  (all such Series A through B  Convertible  Preferred  Stock  having
previously  either been converted  into Common Stock or contributed  back to the
Company),  and 5,000,000 shares of Series F Convertible  Preferred  5,000,000 of
which are issued and outstanding.

                           (b)  Common  Stock.  A total  100,000,000  authorized
shares of common stock,  no par value per share (the "Common  Stock"),  of which
4,4644,011 shares will be issued and outstanding.

                           (c) Options.  Warrants.  Reserved Shares.  Except for
(i) the conversion  privileges of the Series F Stock; the right of first refusal
granted  to  the  Investor  hereunder  and,  (iii)  other  outstanding  options,
warrants,  rights or agreements for the purchase or acquisition of not in excess
of 5,000,000 Common Stock equivalents;  there are no other outstanding  options,
warrants,  rights (including  conversion or preemptive rights) or agreements for
the purchase or acquisition  from the Company of any shares of its capital stock
or any securities convertible into or ultimately exchangeable or exercisable for
any shares of the Company's capital stock. Except for the right of first refusal
provided in the Voting  Agreement,  none of the  Company's  outstanding  capital
stock, or stock issuable upon  exercise or exchange of any outstanding  options,
warrants or rights, is subject to any rights of first refusal or other rights to
purchase  such stock  (whether  in favor of the  Company  or any other  person),
pursuant to any agreement or commitment of the Company.

                  3.5 Disclosure.  This  Agreement,  the Exhibits hereto and all
written  documents  previously  provided to the Investors in connection with the
transactions  contemplated by this Agreement (when read together) do not contain
any untrue  statement  of a  material  fact and do not omit any  material  fact;
except  that,  with  respect  to  any  financial  projections  submitted  to the
Investors,  the  Company  represents  and  warrants  only  that  such  financial
projections were prepared in good

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Stock Purchase Agreement


faith based on reasonable  assumptions that may or may not be accurate or occur,
in which case the  Investors  could lose all or part of their  investment in the
Purchased Securities.

         4.  REPRESENTATIONS.  WARRANTIES  AND CERTAIN  AGREEMENTS  OF INVESTOR.
Investor hereby represents and warrants to, and agrees with, the Company, that:

                  4.1  Authorization.  All corporate or other action on the part
of  such  Investor,  its  officers,   directors,  partners  and/or  shareholders
necessary for the authorization,  execution, delivery of, and the performance of
all obligations of such Investor under this Agreement,  the Registration  Rights
Agreement and the Voting Agreement have been taken or will be taken prior to the
Closing.  This  agreement  constitutes  Investor's  valid  and  legally  binding
obligation, enforceable in accordance with its terms except as may be limited by
(i) applicable bankruptcy,  insolvency,  reorganization or other laws of general
application  relating to or  affecting  the  enforcement  of  creditors'  rights
generally  and (ii) the effect of rules of law  governing  the  availability  of
equitable remedies.  Investor represents that it has full power and authority to
enter into this  Agreement,  the  Registration  Rights  Agreement and the Voting
Agreement.

                  4.2  Purchase  for Own  Account.  The  Purchased  Shares to be
purchased  by Investor  will be  acquired  for  investment  for  Investor's  own
account,  not as a nominee or agent, and not with a view to the public resale or
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended (the "1933 Act"), and such Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same.

                  4.3  Disclosure  of  Information.  The  Investor  has had full
access to all information that Investor (or the Investor's  advisors)  considers
necessary  or  appropriate  to make an  informed  decision  with  respect to the
Investor's  investment in the Purchased  Securities.  The Investor  acknowledges
that the Company has made available to the Investor and the Investor's  advisors
the opportunity to ask questions and examine any documents matter or information
that the Investor  considers  relevant or  appropriate  in connection  with such
investment  and to obtain  additional  information  (to the extent  the  Company
possessed such  information or could acquire it without  unreasonable  effort or
expense)  necessary  to verify any  information  furnished to the Investor or to
which the  Investor  had access.  To the extent that the Investor has not sought
information  regarding any particular matter,  the Investor  represents that the
Investor  had no interest in doing so and that such  matters are not material to
the Investor in connection with such  investment.  The Investor has accepted the
responsibility for conducting the Investor's own investigation and obtaining for
the Investor,  from the above sources and other sources,  such information as to
the  foregoing  and  all  other  subjects  as the  Investor  deems  relevant  or
appropriate in connection with such investment.

                  4.4 Investment Experience.  Such Investor understands that the
purchase of the Purchased  Securities  involves  substantial risk. Such Investor
has  experience  as an investor in  securities  of companies in the  development
stage and acknowledges  that such Investor is able to fend for itself,  can bear
the economic risk of such Investor's  investment in the Purchased Securities and
has such  knowledge and  experience  in financial or business  matters that such
Investor is capable of evaluating the merits and risks of this investment in the
purchased securities.  If not an individual,  such Investor also represents that
it has not been organized for the specific purpose of

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Stock Purchase Agreement


acquiring the Purchased Securities, or, alternatively, if such Investor has been
organized for the specific purpose of acquiring the Purchased  Securities,  such
Investor has notified the Company in writing of such fact, and has provided, and
shall provide to the Company prior to the Closing, such additional documents and
information as the Company may reasonably  request to confirm  compliance by the
Company with applicable federal and state securities laws and regulations.

                  4.5   Accredited   Investor   Status.   Such  Investor  is  an
"accredited  investor" within the meaning of Regulation D promulgated  under the
1933 Act.

                  4.6 Restricted Securities.  Such Investor understands that the
Purchased Securities are characterized as "Restricted Securities" under the 1933
Act inasmuch as they are being  acquired from the Company in a  transaction  not
involving  a  public  offering  and  that  under  the  1933  Act and  applicable
regulations  thereunder such securities may be resold without registration under
the 1933 Act only in certain limited  circumstances.  In this  connection,  such
Investor represents that it is familiar with Rule 144 of the U.S. Securities and
Exchange  Commission ("SEC"), as presently in effect, and understands the resale
limitations imposed thereby and by the 1933 Act. Such Investor  acknowledges and
agrees  that  the  Company   shall  be  under  no  obligation  to  maintain  the
registration of the Company's Common Stock under the Securities and Exchange Act
of 1934  and  that if such  registration  is  terminated,  Rule  144 will not be
available to such Investor for resale of any of the Purchased  Securities or the
Common Shares. Such Investor understands that the Company is under no obligation
to  register  any of the  securities  sold  hereunder  except as provided in the
Registration Rights Agreement.  Such Investor  understands that no public market
now exists for any of the  Purchased  Securities  and it is uncertain  whether a
public market will ever exist for the Purchased Securities or the Common Shares.

                  4.7 Further  Limitations  on  Disposition.  Without in any way
limiting the  representations  set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Purchased Securities or the
Common Shares unless and until:

                           (a)  there  is  a  proposed   disposition   and  such
disposition is made in accordance with such registration statement; or

                           (b) (i) such Investor shall have notified the Company
of the  proposed  disposition  and  shall  have  furnished  the  Company  with a
statement of the circumstances  surrounding the proposed  disposition,  and (ii)
such Investor shall have furnished the Company,  at the expense of such Investor
or its transferee,  with an opinion of counsel,  reasonably  satisfactory to the
Company,  that such disposition will not require registration of such securities
under the 1933 Act.

                  4.8 Legends.

                           (a) It is understood that the certificates evidencing
the Purchased  Securities  and the Common Shares will bear the legends set forth
below:

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE

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Stock Purchase Agreement


SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE  STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                           (b) Any legend  required  by the laws of the State of
California,  including  any legend  required  by the  California  Department  of
Corporations and Sections 417 and 418 if the California Corporations Code or any
other state securities laws, including legends on certificates evidencing shares
of Series B Stock substantially in the form of the following:

                  THE SHARES EVIDENCED BY THIS CERTIFICATE:  (1) ARE CONVERTIBLE
INTO  SHARES OF COMMON  STOCK OF THE  COMPANY AT THE OPTION OF THE HOLDER AT ANY
TIME PRIOR TO  AUTOMATIC  CONVERSION  THEREOF;  (2)  AUTOMATICALLY  CONVERT INTO
COMMON STOCK OF THE COMPANY IN THE EVENT OF A  PUBLIC OFFERING  MEETING  CERTAIN
REQUIREMENTS OR UPON CERTAIN CONSENTS OF THE HOLDERS OF THE COMPANY'S  PREFERRED
STOCK;  AND (3) ARE REDEEMABLE ALL PURSUANT TO AND UPON THE TERMS AND CONDITIONS
SPECIFIED IN THE COMPANY'S CERTIFICATE OF INCORPORATION,  A COPY OF WHICH MAY BE
OBTAINED, WITHOUT CHARGE, AT THE COMPANY'S PRINCIPAL OFFICE.

                           (c) It is understood that the certificates evidencing
the shares of Common Stock subject to the Voting  Agreement will bear the legend
set forth below:

                  THESE  SECURITIES  ARE  SUBJECT  TO THE TERMS OF A VOTING  AND
RIGHT OF FIRST  REFUSAL  AGREEMENT,  THE TERMS OF WHICH ARE  AVAILABLE  FROM THE
SECRETARY  OF THE  COMPANY.  SUCH  AGREEMENT IS BINDING UPON ANY HOLDER OF THESE
SECURITIES, AND ANY SUCCESSOR OR ASSIGN OF ANY HOLDER OF THESE SECURITIES.

                  The  legend  set forth in (a) above  shall be  removed  by the
Company from any certificate  evidencing  Purchased  Securities or Common Shares
upon  delivery  to the  Company of an  opinion by counsel in form and  substance
reasonably  satisfactory to the Company, that a registration statement under the
1933 Act is at that time in effect with  respect to the legend  security or that
such  security  can be  freely  transferred  in a  public  sale  without  such a
registration  statement  being  in  effect  and  that  such  transfer  will  not
jeopardize the exemption or exemptions from  registration  pursuant to which the
Company issued the Purchased Securities or Common Shares.

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Stock Purchase Agreement


         5. CONDITIONS TO INVESTORS'  OBLIGATIONS AT CLOSING. The obligations of
Investor  under Section 2 of this  Agreement are subject to the  fulfillment  or
waiver,  on or before the  Closing,  of each of the  following  conditions,  the
waiver of which shall not be effective against any Investor who does not consent
to such  waiver,  which  consent  may be given  by  written,  oral or  telephone
communication  to  the  Company,  its  counsel  or to  special  counsel  to  the
Investors:

                  5.1   Representations   and  Warranties   True.  Each  of  the
representations  and  warranties of the Company  contained in Section 3 shall be
true and  correct on and as of the  Closing  with the same effect as though such
representations  and  warranties  had  been  made  on and as of the  date of the
Closing.

                  5.2 Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing and
shall have  obtained all  approvals,  consents and  qualifications  necessary to
complete the purchase and sale described herein.

                  5.3 Certificate  Effective.  The  Certificate  shall have been
duly filed with and accepted by the Secretary of State of the State of Delaware.

                  5.4  Registration  Rights  Agreement.  The Company  shall have
executed and delivered the Registration Rights Agreement in the form attached to
this Agreement as Exhibit C (the "Registration Rights Agreement").

                  5.5  Voting  Agreement.  The  Company  and the  holders of the
Company's  Common Stock who are parties to the Voting and Right of First Refusal
Agreement  in the form  attached  to this  Agreement  as Exhibit D (the  "Voting
Agreement") shall each have executed and Delivered the Voting Agreement.

         6. CONDITIONS TO THE COMPANY'S  OBLIGATIONS AT CLOSING.  The obligation
of the Company to Investor  under this  Agreement is subject to  fulfillment  or
waiver on or before the Closing of each of the following conditions by Investor:

                  6.1  Representations  and Warranties.  The representations and
warranties  of Investor  contained in Section 4 shall be true and correct on the
date of the  Closing  with the same effect as though  such  representations  and
warranties had been made on and as of the Closing.

                  6.2 Payment of Purchase  Price.  Investor shall have delivered
to the Company the purchase price  specified for Investor in accordance with the
provisions of Section 2.

                  6.3 Certificate  Effective.  The  Certificate  shall have been
duly filed with and accepted by the Secretary of State of the State of Delaware.

                  6.4 Securities Exemptions. The offer and sale of the Purchased
Securities to the Investors  pursuant to this Agreement shall be exempt from the
registration   requirements  of  the  1933  Act,  and  the  registration  and/or
qualification requirements of all applicable state securities laws.

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Stock Purchase Agreement


                  6.5  Proceedings  and  Documents.   All  corporate  and  other
proceedings in connection with the transactions  contemplated at the Closing and
all documents  incident  thereto shall be  reasonably  satisfactory  in form and
substance to the Company and to the  Company's  legal  counsel,  and the Company
shall have received all such counterpart originals and certified or other copies
of such documents as it may reasonably request.

         7. RIGHT OF FIRST REFUSAL.

                  7.1  General.  Each holder of Series B Stock,  including  each
holder of Common Stock  received upon  conversion of such holders Series B Stock
(a  "Holder"),  has the right of first refusal to purchase such Holders pro rata
share (as defined below) of all, and not less than all, of any "New  Securities"
(as defined in Section 7.2) that the Company may, from time to time,  propose to
sell and issue.  A Holder's "Pro rata share" for purposes of this right of first
refusal is the ratio of the (a) number of shares of Common  Stock into which the
shares of the Holder's Series B Stock are convertible, plus the number of shares
of Common Stock held by the Holder that were  received  upon  conversion of such
holder's Series B Stock and received upon exercise of Warrants, to (b) the total
number of shares of Common Stock into which all currently  outstanding shares of
Series B Stock are convertible,  plus the total number of shares of Common Stock
that were issued upon conversion of Series B Stock and received upon exercise of
Warrants.

                  7.2 New  Securities.  "New  Securities"  shall mean any Common
Stock or Preferred  Stock of the  Company,  whether now  authorized  or not, and
rights,  options or warrants to purchase  such Common Stock or Preferred  Stock,
and securities of any type  whatsoever  that are, or may become,  convertible or
exchangeable into such Common Stock or Preferred Stock; provided,  however, that
"New Securities" does not include:  (i) shares of the Company's Common Stock (or
related options) issued to employees,  officers, directors or consultants of the
Company  pursuant  to  incentive  agreements  or plans  approved by the Board of
Directors of the Company or any other securities issued upon the exercise of any
outstanding  option,  warrant or  other right,  (ii)  securities  issuable  upon
conversion  of or with respect to Series F Stock,  (iii) shares of the Company's
Common Stock or Preferred  Stock  issued in  connection  with any stock split or
stock dividend (iv) securities  offered to the public pursuant to a registration
statement  filed under the 1933 Act, or (v)  securities  issued  pursuant to the
acquisition of another corporation or entity by the Company by merger,  purchase
of  substantially  all of the assets,  or other  reorganization  after which the
Company  owns not less than  fifty-one  (51%) of the voting  power of such other
corporation or fifty-one (51%) of the ownership of such other entity.

                  7.3 Mechanics of Right. In the event that the Company proposes
to undertake an issuance of New Securities, it shall give to each Holder written
notice of its intention,  describing the type of New  Securities,  the price and
the general terms upon which the Company proposes to issue the same. Each Holder
shall have ten (10) days from the date of mailing of any such notice to agree to
purchase such Holder's pro rata share of such New  Securities  for the price and
upon the general terms  specified in the notice by giving  written notice to the
Company and stating therein the quantity of New Securities to be purchased. Each
purchasing  Holder shall have a right of  over-allotment  such that if any other
Holder fails to exercise such other Holder's right hereunder

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Stock Purchase Agreement


to purchase  such  Holder's  pro rata share of New  Securities,  the  purchasing
Holder may  purchase the  non-purchasing  Holder's  unpurchased  pro rata share,
within five (5) days from the date such non-purchasing  Holder fails to exercise
such Holder's right hereunder to purchase such non-purchasing  Holder's full pro
rata share of New Securities.

                  7.4 Failure to Exercise. In the event that the Holder fails to
exercise in full the right of first  refusal with respect to all New  Securities
within  such ten (10) plus five (5) day  period (it being the  intention  of the
parties  that  unless  the right of first  refusal  is  exercised  as to all New
Securities,  the  Company  may  issue all or any part of the New  Securities  as
hereinafter  provided),  the Company  shall have 120 day  thereafter to sell (or
enter into an agreement  pursuant to which the sale of new  securities  shall be
closed,  if at all,  within  120 days from the date of said  agreement)  the New
Securities  respecting which the Holder's rights were not exercised,  at a price
and  upon  general  terms  no more  favorable  to the  purchasers  thereof  than
specified in the Company's notice to the Holders.  In the event that the Company
has not sold the New  Securities  within  120-day period (or sold and issued New
Securities  in  accordance  with the above  within 120 days from the date of the
agreement),  the Company shall not  thereafter  issue or sell any New Securities
without first offering the New Securities pursuant to this Section 7.

                  7.5 Co-sale Agreement.  The stock held by certain founders and
senior  management of the Company  shall be made subject to a co-sale  agreement
(subject  to  certain  reasonable  exceptions)  with  the  holders  of  Series B
Preferred Stock such that the founders may not sell,  transfer or exchange their
stock unless each holder of the Series B Preferred  Stock has the opportunity to
participate  in the sale on a pro rata basis on the same  terns and  conditions.
This right shall  terminate  on a Qualified  Public  Offering  with an aggregate
offering  price for all shares of at least  $15,000,000.  The co-sale  agreement
shall provide a right of first  refusal in favor of the Preferred  Stock and the
other  classes  of  preferred  stock with  respect  to sales of Common  Stock by
certain founders. Senior officers of the Company will be prohibited from selling
shares,  whether  publicly or in private  sales,  in any amount greater than the
number of shares  that  could be sold to the public by such  officers  under the
volume restrictions imposed by Rule 144.

                  7.6  Termination.  The right of first refusal shall  terminate
immediately before the closing of the first firmly  underwritten public offering
of Common Stock of the Company pursuant to an effective  registration  statement
under the 1933 Act,  covering the offer and sale of Common Stock for the account
of the  Company  with an  aggregate  offering  price for all  shares  under such
registration statement of at least $15,000,000.

         8. LIQUIDATION PREFERENCE

                  8.1 In the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the affairs of the Corporation,  the holder of each
share of Series B Stock shall be  entitled to receive,  out of the assets of the
Corporation available for distribution to its stockholders before any payment or
distribution  shall be made on the Common  Stock,  an amount per share equal to:
(1) 125% of the  purchase  during the first year  following  the closing up to a
maximum of 300%; (2) 140% of the purchase price during the second year following
the  closing up to a maximum of 300%;  (3) 155% of the  purchase  price (up to a
maximum of 300%) during the third year  following the closing;  adjusted for any
combinations, consolidations, or stock distributions or

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Stock Purchase Agreement


dividends with respect to such shares  occurring after the date hereof,  and, in
addition,  an amount equal to all declared but unpaid  dividends on the Series B
Stock.

                  8.2 If the  assets  and  funds  to be  distributed  among  the
holders of the Series B Stock shall be insufficient to permit the payment of the
full aforesaid  preferential amount to such holders,  then the entire assets and
funds of the Corporation  legally available for the distribution to such holders
shall be  distributed  among the holders of the Series B Stock in  proportion to
the aggregate  preferential amount of all shares of Series B Stock held by them.
After payment has been made to the holders of the Series B Stock, the holders of
the  preferred  stock and Common Stock shall be entitled to share ratably in the
remaining  assets  based  on  the  number  of  shares  of  Common  Stock  (on an
as-converted  to  Common  Stock  basis)  held  by  them  at  the  time  of  such
liquidation.  Provided,  however,  that the holders of  Preferred  Stock will be
ineligible to participate  upon receiving a total  liquidation  amount per share
equal to three times the original  Purchase Price per share of Preferred  Stock,
plus any declared but unpaid dividends. Notwithstanding the foregoing, automatic
conversion to Common Stock will occur if such  conversion  would yield a greater
liquidation  amount to the holders of the Preferred  Stock than the  Liquidation
Preference and participating distribution specified herein.

                  8.3 For  purposes of Section 8 of this  document,  a merger or
consolidation  of  the  Corporation  with  or  into  any  other  corporation  or
corporations,  or the merger of any other  corporation or corporations  into the
Corporation,  or the  sale  or any  other  corporate  reorganization,  in  which
shareholders  of the  Corporation  receive  distributions  as a  result  of such
consolidation,  merger, sale of assets or reorganization,  shall be treated as a
liquidation,   dissolution  or  winding  up  of  the  Corporation,   unless  the
stockholders of the Corporation hold more than fifty percent (50%) of the voting
equity  securities  of  the  successor  or  surviving  corporation   immediately
following such consolidation,  merger, sale of assets or reorganization in which
event such consolidation, merger, sale of assets, or reorganization shall not be
treated as a liquidation, dissolution or winding up.

         9.  CONVERSION:  THE  SHAREHOLDERS  OF  SERIES  B STOCK  WILL  HAVE THE
FOLLOWING CONVERSION RIGHTS.

                  9.1 The Right to Convert. Each share of Series B Stock will be
convertible,  at any  time or from  time to  time at the  option  of the  holder
thereof,  into fully paid and  nonassessable  shares of Common Stock as provided
herein.

                  9.2 The Conversion Price. Each share of Series B Stock will be
convertible  into the  number  of  shares of Common  Stock  which  results  from
dividing  the  conversion  price of the  Series B Stock that is in effect at the
time of conversion  (the  "Conversion  Price") into the original Issue Price for
such series of Preferred  Stock.  The initial  Conversion Price of $2.00 for the
Series B Stock will be the original Issue Price for such series.  The Conversion
Price will be subject to adjustment from time to time as provided below.

                  9.3 The Mechanics of Conversion. Each holder of Series B Stock
who desires to convert the same into shares of Common Stock will  surrender  the
certificate  or  certificates  therefore;  duly  endorsed,  at the office of the
Corporation or any transfer agent for the Series B

                                       10

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Stock Purchase Agreement


Stock or Common Stock,  and will give written notice to the  Corporation at such
office  that such holder  elects to convert the same and will state  therein the
number of shares of Series B Stock being  converted.  Therefore the  Corporation
will promptly  issue and deliver at such office to such holder a certificate  or
certificates  for the number of shares of Common  Stock to which such  holder is
entitled and will promptly pay in cash any declared and unpaid  dividends on the
shares of Series B Stock being converted. Such conversion will be deemed to have
been  made  immediately  prior  to the  close  of  business  on the date of such
surrender  of the  certificate  representing  the shares of Series B Stock to be
converted,  and the  person  entitled  to  receive  the  shares of Common  Stock
issuable  upon such  conversion  will be treated for all  purposes as the record
holder of such shares of Common Stock on such date.

                  9.4  Adjustment  for Stock  Splits  and  Combinations.  If the
Corporation  at any time or from time to time  after the  Reference  Date of the
Series B Stock  effects a  subdivision  of the  outstanding  Common  Stock,  the
Conversion  Price for such  Series B Stock in  effect  immediately  before  that
subdivision  will  be  proportionately   decreased,   and,  conversely,  if  the
Corporation  at any time or from time to time  after the  Reference  Date of the
Series B Stock  combines the  outstanding  shares of Common Stock into a smaller
number  of  shares,  the  Conversion  Price  for the  Series B Stock  in  effect
immediately  before  the  combination  will be  proportionately  increased.  Any
adjustment under this Section 9.4 will become effective at the close of business
on the date the subdivision or combination becomes effective.

                  9.5 Adjustment for Common Stock  Dividends and  Distributions.
If the  Corporation  at any time or from time to time after the  Reference  Date
makes, or fixes a record date for the  determination  of holders of Common Stock
entitled to  receive,  a dividend or other  distribution  payable in  Additional
Shares of Common or Preferred Stock, in each such event the Conversion Price for
the Series B Stock that is then in effect  will be  decreased  as of the time of
such  issuance  or, in the event such record  date is fixed,  as of the close of
business on such record date, by multiplying the Conversion Price then in effect
by a fraction (1) the numerator of which is the total number of shares of Common
Stock issued and outstanding  immediately  prior to the time of such issuance or
the close of business on such record date,  and (2) the  denominator of which is
the total number of shares of Common Stock  issued and  outstanding  immediately
prior to the time of such  issuance or the close of business on such record date
plus the number of shares of Common Stock  issuable in payment of such  dividend
or distribution;  provided,  however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed, the applicable Conversion Price will be recomputed  accordingly as of the
close of business on such record date and thereafter  the Conversion  Price will
be adjusted  pursuant to this Section 9.5 to reflect the actual  payment of such
dividend or distribution.

                  9.6 Adjustments for Other Dividends and Distributions.  If the
Corporation  at any time or from time to time  after the  Reference  Date of the
Series B Preferred Stock makes, or fixes a record date For the  determination of
holders of Common Stock  entitled to receive,  a dividend or other  distribution
payable in securities of the  Corporation  other than shares of Common Stock, in
each such event  provision  will be made so that the  holders of such  series of
Preferred Stock will receive upon conversion  thereof, in addition to the number
of shares of Common Stock receivable thereupon,  the amount of securities of the
Corporation  which they  would  have  received  had their  Preferred  Stock been
converted into Common Stock on the date of

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<PAGE>


Stock Purchase Agreement


such event and had they  thereafter,  during  the  period  from the date of such
event to and including the conversion date, retained such securities  receivable
by them as aforesaid during such period, subject to all other adjustments called
for during such period  under this  Section 9 with  respect to the rights of the
holders of the Series B Stock or with respect to such other  securities by their
terms.

                  9.7    Adjustment   for    Reclassification.    Exchange   and
Substitution.  If at any time or from time to time after the  Reference  Date of
the Series B Stock, the Common Stock issuable upon the conversion of such series
of Preferred  Stock is changed into the same or a different  number of shares of
any class or classes of stock, whether by recapitalization,  reclassification or
otherwise  (other than a subdivision  or combination of shares or stock dividend
or a  reorganization,  merger,  consolidation  or sale of  assets  provided  for
elsewhere in this Section 9 or Section 8.2),  then in any such event each holder
of such series of Preferred Stock will have the right thereafter to convert such
stock  into the kind and  amount  of stock  and other  securities  and  property
receivable  upon  such  recapitalization,  reclassification  or other  change by
holders of the maximum  number of shares of Common  Stock into which such shares
of  Series  B  Stock  could  have  been  converted  immediately  prior  to  such
recapitalization,  reclassification or change, all subject to further adjustment
as provided  herein or with respect to such other  securities or property by the
terms thereof.

                  9.8 Reorganizations. If at any time or from time to time after
the Reference  Date of the Series B Stock there is a capital  reorganization  of
the Common  Stock  (other  than a  recapitalization,  subdivision,  combination,
reclassification,  exchange or  substitution of shares provided for elsewhere in
this Section 9 or in Section  8.2),  as  a part of such  capital  reorganization
provision  will be made so that the  holders of such series of  Preferred  Stock
will  thereafter  be  entitled  to receive  upon  conversion  of such  series of
Preferred Stock the number of shares of stock or other securities or property of
the  Company  to  which a  holder  of the  nether  of  shares  of  Common  Stock
deliverable   upon   conversion   would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate  adjustment will be made in the
application  of the  provisions  of this Section 9 with respect to the rights of
the holders of Series B Stock after such capital  reorganization to the end that
the provisions of this Section 9 (including  adjustment of the Conversion  Price
then in  effect  and the  nether  of  shares  issuable  upon  conversion  of the
Preferred Stock) will be applicable after that event and be as nearly equivalent
as practicable.

         10. ADJUSTMENT TO SERIES B STOCK  CONVERSION  PRICE, FOR SALE OF SHARES
BELOW THE CONVERSION PRICE

                  10.1 Sale of Additional Shares. If at any time or from time to
time after the Reference Date for the Series B Stock, the Corporation  issues or
sells Additional  Shares of Common or Preferred Stock,  other than as a dividend
or other  distribution on any class of stock, for a consideration per share less
than the then-existing  Conversion Price for Series B Stock The conversion price
of the  Preferred  Stock  will be  subject  to a  ratchet  adjustment  to reduce
dilution  through the deemed issuance of additional  shares of Series B Stock to
equal the value of consideration already paid.

                                       12

<PAGE>


Stock Purchase Agreement


                  10.2 Adjustments.  For the purpose of making any adjustment in
the  Conversion  Price for the Series B Stock under this  Section  consideration
received by the Corporation for any issue or sale of securities will:

                           (a) to the extent it consists of cash, be computed at
the net  amount of cash  received  by the  Corporation  after  deduction  of any
underwriting  or  similar  commissions,  concessions,  or  compensation  paid or
allowed by the Corporation in connection with such issue or sale;

                           (b) to the extent it consists of property  other than
cash, be computed at the fair value of that property as determined in good faith
by the Board; and

                  10.3  Adjustment  Formula.  For the purpose of the  adjustment
provided in this Section,  if the Effective  Price (as  hereinafter  defined) of
such rights,  options, or Convertible  Securities is less than the then-existing
Conversion  Price for the Series B Stock, the Corporation will be deemed to have
issued at the time of the  issuance  of such  rights or options  or  Convertible
Securities the maximum number of Additional  Shares of Common or Preferred Stock
issuable  upon   exercise  or  conversion   thereof  and  to  have  received  as
consideration  for the  issuance  of such  shares an  amount  equal to the total
amount of the consideration received by the Corporation for the issuance of such
rights or options or Convertible Securities.

                  10.4  Effective  Price.  As  used  in this  Section  the  term
"Effective Price" means the quotient  determined by dividing the total of all of
such  consideration  by such maximum  number of  Additional  Shares of Common or
Preferred  Stock.  No further  adjustment of the  Conversion  Price for Series B
Stock  adjusted  upon the  issuance  of such  rights,  options,  or  Convertible
Securities will be made as result of the actual issuance of Additional Shares of
Common or  Preferred  Stock on the exercise of any such rights or options or the
conversion of any such Convertible Securities.

                  10.5  Expiration.  If  any  such  rights  or  options  or  the
conversion  privilege  represented  by any such  Convertible  Securities  expire
without having been  exercised,  then the  Conversion  Price for Series B Stock,
adjusted upon the issuance of such rights,  options,  or Convertible  Securities
will be readjusted to the  applicable  Conversion  Price that would have been in
effect had an adjustment been made on the basis that the only Additional  Shares
of Common or Preferred  Stock so issued were the Additional  Shares of Common or
Preferred Stock, if any,  actually issued or sold on the exercise of such rights
or options or rights of  conversion  of such  Convertible  Securities,  and such
Additional  Shares of Common or Preferred Stock, if any, were issued or sold for
the consideration actually received by the Corporation upon such exercise,  plus
the consideration, if any, actually received by the Corporation for the granting
of all such rights or options, whether or not exercised,  plus the consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus the  consideration,  if any,  actually  received by the  Corporation on the
conversion of such Convertible Securities.

                  10.6 Issuance of Rights or Options Subsequent to the Reference
Date. For the purpose of the  adjustment  provided in this Section 10, if at any
time or from time to time after the Reference  Date for the Series B Stock,  the
Corporation  issues any rights or options for Convertible  Securities,  then, in
each such case, if the Effective Price thereof is less than the then

                                       13

<PAGE>


Stock Purchase Agreement


current  Conversion  Price for Series B Stock, the Corporation will be deemed to
have  issued at the time of the  issuance  of such rights or options the maximum
number  of  Additional  Shares  of  Common  or  Preferred  Stock  issuable  upon
conversion of the total amount of Convertible  Securities covered by such rights
or options  and to have  received  as  consideration  for the  issuance  of such
Additional  Shares of Common or Preferred Stock an amount equal to the amount of
consideration,  if any,  received by the  Corporation  for the  issuance of such
rights or options, plus the minimum amount consideration, if any, payable to the
Corporation  upon the full  exercise of such rights or options  plus the minimum
amount  of  consideration,  if any,  payable  to the  Corporation  upon the full
conversion of such Convertible Securities.  As used in this Section 10.2(d), the
term  "Effective  price"  means the  quotient  determined  by dividing the total
amount of such  consideration  by such maximum  number of  Additional  Shares of
Common or Preferred  Stock.  No further  adjustment of the Conversion  Price for
Series B Stock,  adjusted  upon the  issuance of such rights or options  will be
made as a result of the actual issuance of the  Convertible  Securities upon the
exercise  of such rights or options or upon the actual  issuance  of  Additional
Shares of Common or  Preferred  Stock upon the  conversion  of such  Convertible
Securities. The provisions of Section 10.2(c) hereof for the readjustment of the
Conversion  Price for Series B Stock upon the expiration of rights or options or
the rights of conversion  of  Convertible  Securities  will apply equally to the
rights, options and Convertible Securities referred to in this Section 10.2(d).

         11.  ACCOUNTANTS'  CERTIFICATE  OF  ADJUSTMENT.  In  each  case  of  an
adjustment or readjustment  of any Conversion  Price for the number of shares of
Common Stock or other  securities  issuable  upon  conversion  of the  Preferred
Stock, the Corporation,  at its expense, upon the written request of a holder of
Preferred Stock for which the Conversion Price has been so adjusted,  will cause
independent   public   accountants  of  recognized   standing  selected  by  the
Corporation  (who may be the independent  public  accountants  then auditing the
books  of the  Corporation)  to  compute  such  adjustment  or  readjustment  in
accordance  with the  provisions  hereof and prepare a certificate  showing such
adjustment or readjustment, and will mail such certificate, by first class mail,
postage  prepaid,  to such registered  holder of the Preferred Stock, and to all
other holders of the same series of Preferred  Stock, at the holders' address as
shown in the Corporation's books. The certificate will set forth such adjustment
or  readjustment,  showing  in  reasonable  detail  the facts  upon  which  such
adjustment or  readjustment  is based,  including a statement of the  Conversion
Price at the time in effect and the type and amount,  if any, of other  property
which at the time would be received upon  conversion  of the relevant  Preferred
Stock.

         12. NOTICES OF RECORD DATE. Upon (i) any taking by the corporation of a
record or the holders of any Series B Stock for the purpose of  determining  the
holders thereof who are entitled to receive any dividend or other  distribution,
or (ii) any capital  reorganization of the Corporation,  any reclassification or
recapitalization  of  the  capital  stock  of the  Corporation,  any  merger  or
consolidation  of the  Corporation  with or into any other  corporation,  or any
transfer  of all or  substantially  all the  assets of the  Company to any other
person or any voluntary or involuntary dissolution, liquidation or winding up of
the  Corporation,  the Corporation will mail to each holder of Series B Stock at
least  thirty  (30) days prior to the  record  date  specified  therein a notice
specifying  (1) the date on which any such record is to be taken for the purpose
of  such  dividend  or  distribution  and a  description  of  such  dividend  or
distribution,  (2) the date on which any such reorganization,  reclassification,
transfer, consolidation, merger, dissolution, liquidation

                                       14

<PAGE>


Stock Purchase Agreement


or winding up is expected to become effective, and (3) the date, if any, that is
to be  fixed as to when  the  holders  of  record  of  Common  Stock  (or  other
securities)  will be entitled to exchange  their share of Common Stock (or other
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization,  reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up; provided that such 30-day notice may be waived by the
written  consent of the holder of at least a  majority  of the then  outstanding
Series B Stock and such waiver if obtained  automatically  will be binding  upon
all holders of Series B Stock.

         13. AUTOMATIC CONVERSION

                  13.1 Public  Offering.  Subject to the  provisions  of Section
13.3 hereof,  each share of Series B Stock will be converted  automatically into
shares of Common  Stock based on the then  effective  Conversion  Price for such
share,  upon the  earlier  of (A) the  closing of a firmly  underwritten  public
offering  pursuant to an effective  registration  statement under the Securities
Act of 1933, as amended (a "Registration") covering the offer and sale of Common
Stock for the account of the  Corporation  with an aggregate  offering price for
all shares under such Registration Statement of at least $15,000,000.00,  (B) at
such  time  as less  than  20% of the  Series  B Stock  issued  pursuant  to the
Corporation's  initial  offering  of up to  5,000,000  shares  of Series B Stock
remains outstanding or to upon the voluntary consent of a majority of the voting
power of the then outstanding shares of such Series B Stock.

                  13.2  Payment  By  Corporation.   Automatic  conversion  under
Section 13.1 hereof will be conditioned  upon payment by the  Corporation of all
declared and unpaid dividends on the outstanding  Series B Stock to be converted
and including  the date of such  conversion,  payable  either in cash or, at the
option of the  Corporation,  Common  Stock  (valued at the Common  Stock's  Fair
Market Value), or both.

                  13.3  Occurrence of Specified  Events.  Upon the occurrence of
any of the events  specified in Section 13.1 hereof,  the outstanding  shares of
the Series B Stock will be converted automatically without any further action by
the holders of such shares and whether or not the certificates representing such
shares are  surrendered  to the  Corporation  or its transfer  agent;  provided,
however,  that the  Corporation  will  not be  obligated  to issue  certificates
evidencing the shares of common Stock issuable  upon such conversion  evidencing
such the Corporation  holder notifies one corporation or its transfer agent that
such  certificates have been lost, stolen or destroyed and executes an agreement
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred by it in connection with such certificates. Upon the occurrence of such
automatic  conversion  of the Series B Stock,  the holders of the Series B Stock
will surrender the  certificates  representing  such shares at the office of the
Corporation  or any  transfer  agent  for the  Series B Stock or  Common  Stock.
Thereupon,  there will be issued and  delivered to such holder  promptly at such
office and in its name as shown on such surrendered certificate or certificates,
a  certificate  or  certificates  for the number of shares of Common  Stock into
which the shares of Series B Stock  surrendered  were convertible on the date on
which such automatic conversion occurred.

                  13.4 Fractional  Shares.  No fractional shares of Common Stock
will be issued  upon  conversion  of Series B Stock.  In lieu of any  fractional
share to which the holder would otherwise

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<PAGE>


Stock Purchase Agreement


be entitled, the Corporation will pay cash equal to the product of such fraction
multiplied by the Common Stock's Fair Market Value on the date of conversion.

                  13.5  Reservation  of  Stock  Issuable  Upon  Conversion.  The
Corporation  will at all times reserve and keep  available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion  of the  shares of the Series B Stock,  such  number of its shares of
Common Stock as will from time to time be sufficient to effect the conversion of
all  outstanding  shares  of the  Series B Stock.  If at any time the  number of
authorized but unissued  shares of Common Stock will not be sufficient to effect
the  conversion  of all  then  outstanding  shares  of the  Series  B Stock  the
Corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as will be sufficient for such purpose.

                  13.6 Notices.  Any notice  required by the  provisions of thin
Section 4 to be given to or by the  holders of shares of the Series B Stock will
be deemed  given upon the earlier of actual  receipt or  seventy-two  (72) hours
after the same has been  deposited in the United  States  mail,  by certified or
registered mail,  return receipt  requested,  postage prepaid,  and addressed to
each holder of record at the address of such  holder  appearing  on the books of
the Corporation, or to the Corporation as to notices from holders.

                  13.7  Payment  of Taxes.  The  Corporation  will pay all taxes
(other than taxes based upon income) and other governmental  charges that may be
imposed  with  respect to the issue or delivery  of shares of Common  Stock upon
conversion of shares of Series B Stock,  including without limitation any tax or
other charge imposed in connection  with any transfer  involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Series B Stock so converted were registered.

                  13.8  No  Impairment.  The  Corporation  will  not  amend  its
Articles of  Incorporation  or  participate in any  reorganization,  transfer of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other  voluntary  action,  for the  purpose of  avoiding or seeking to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Corporation,  but will at all times in good  faith  assist in
carrying out all such action as may be reasonably  necessary or  appropriate  in
order to  protect  the  conversion  rights of the  holders of the Series B Stock
against dilution or other impairment.

                  13.9 Voting Rights. Each share of Series B Stock shall entitle
the holder to one (1) vote and with respect to each such vote a holder of shares
of Series B Stock shall have full voting  right" and powers  equal to the voting
rights and powers of a holder of shares of Common  Stock,  share for share,  and
shall be entitled to notice of any shareholders'  meeting in accordance with the
Bylaws of the Corporation,  and shall be entitled to vote with holders of Common
Stock together as a Single class; See Exhibit D

                  13.10.  Status of Converted or Reacquired  Stock.  In case any
shares of Series B Convertible  Preferred  Stock shall be converted  pursuant to
Section  4 hereof  or  redeemed  pursuant  to  Section  6 hereof  the  shares so
converted or redeemed shall cease to be a part of the  authorized  capital stock
of the Corporation.

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<PAGE>


Stock Purchase Agreement


                  13.11.  Restrictions  and Limitation.  So long as any share of
Series B Stock remain  outstanding,  the consent of the holder of  a majority of
the Series B Stock then outstanding,  voting as a series,  will be required with
respect to any action that:

                           (a)  involves any merger,  reorganization  or sale by
the Corporation of all or substantially all of its assets, or

         14. MISCELLANEOUS

                  14.1 Survival of Warranties.  The representations,  warranties
and covenants of the Company and the Investors  contained in or made pursuant to
this  Agreement  shall survive the execution and delivery of this  Agreement and
the Closing and shall in no way be affected by any  investigation of the subject
matter thereof made by or on behalf of any of the Investors their counsel or the
Company, as the case may be.

                  14.2 Successors and Assigns.  The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and assigns of the parties.

                  14.3 Governing Law: Forum. This Agreement shall be governed by
and  construed  under the internal laws of the State of California as applied to
agreement among California  residents entered into and to be performed  entirely
within California, without reference to principles of conflict of laws or choice
of laws. Each party consents to the  jurisdiction  and proper venue of the state
and federal courts sitting in the City and County of San Francisco in any action
to enforce the terms hereof

                  14.4  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  14.5  Headings.   The  headings  and  captions  used  in  this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting  this Agreement.  All references in this Agreement to
sections,  paragraphs,  exhibits and schedules shall, unless otherwise provided,
refer to sections and  paragraphs  hereof and exhibits  and  schedules  attached
hereto, all of which are incorporated herein by this reference.

                  14.6 Notices.  Unless otherwise provided,  any notice required
or permitted  under this Agreement shall be given in writing and shall be deemed
effectively  given upon  personal  delivery  to the party to be notified or upon
deposit with the United States Post Office,  by  registered  or certified  mail,
postage  prepaid  and  addressed  to the  party to be  notified  at the  address
indicated  for such  party on Exhibit A or, in the case of the  Company,  at 500
Sansome  Street,  Suite 503, San Francisco,  California  94111, or at such other
address as such party may designate by ten (10) days advance  written  notice to
all other parties.

                  14.7 Each party  represents  that it is not  obligated for any
finder's or broker's fee or commission in connection with this transaction. Each
Investor agrees to indemnify and to hold

                                       17

<PAGE>


Stock Purchase Agreement


harmless the Company from any liability for any  commission or  compensation  in
the nature of a finders' or broker's fee (and any asserted  liability) for which
the Investor or any of its officers, partners,  employees, or representatives is
responsible.  The Company  agrees to indemnify  and hold  harmless each Investor
from any  liability  for any  commission  or  compensation  in the  nature  of a
finder's or broker's fee (and any asserted  liability)  for which the Company or
any of its officers, employees or representatives is responsible.

                  14.8  Attorneys'  Fees.  If any  action at law or in equity is
necessary to enforce or interpret the terms of this Agreement,  the Registration
Rights Agreement, the Voting Agreement or the Certificate,  the prevailing party
shall  be  entitled  to  reasonable   attorneys'   fees,   costs  and  necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled.

                  14.9  Amendments  and Waivers.  Except as specified in Section
2.2, any term of this Agreement may be amended and the observance of any term of
this Agreement may be waived neither  generally or in a particular  instance and
either  retroactively  or  prospectively,  only with the written  consent of the
Company  and the  holders  of  shares  of Series B Stock  and/or  Common  Shares
representing at least 66-2/3% of the aggregate  number of shares of Common Stock
into which such shares of Series B Stock then are  convertible  and/or have been
converted  (excluding  any of such  shares  that have boon sold to the public or
pursuant to SEC Rule (44). Any amendment or waiver  effected in accordance  with
this  Section  shall be binding  upon each  holder of Any  Purchased  Securities
and/or  Common  Shares  at the time  outstanding,  each  future  holder  of such
securities,  and the Company: Provided, however, that no condition  set forth in
Section  5 may be waived  with  respect  to any  Investor  who does not  consent
thereto.

                  14.10  Severability.   If  one  or  more  provisions  of  this
Agreement are held to be unenforceable  under applicable law, such  provision(s)
shall be excluded from this Agreement and the balance of the Agreement  shall be
interpreted as if such  provisions  were so excluded and shall be enforceable in
accordance with its terms.

                  14.11 Entire  Agreement.  This  Agreement,  together  with all
exhibits  and  schedules  hereto,   constitutes  the  entire  understanding  and
agreement or the parties with respect to the subject  matter and  supersedes all
prior understandings and agreements with respect to such matters.

                                       18

<PAGE>


Stock Purchase Agreement


                  14.12  Further  Assurances.  From and  after  the date of this
Agreement, upon the request of any Investor or the Company, the Company and  the
Investors  shall  execute  and  deliver  such  instruments,  documents  or other
writings as may be  reasonably  necessary  or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.

         IN WITNESS OF THIS  AGREEMENT  the parties  hereto have  executed  this
Stock Purchase Agreement as of _______________________, 199_.


          THE COMPANY:

          Instant Video Technologies, Inc. a California corporation

          By: _______________________________

          Title: ____________________________



          THE INVESTOR:


          By: _______________________________

          Title: ____________________________


                                       19

<PAGE>


                                                                       EXHIBIT A

THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER THE ACT AND THE  APPLICABLE  STATE  SECURITIES  LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE  REQUIRED  TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE  PERIOD OF TIME.  THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

THE SECURITIES  REPRESENTED HEREBY ARE SUBJECT TO A PROMISSORY NOTE AGREEMENT, A
COPY OF WHICH CAN BE OBTAINED UPON REQUEST FROM THE SECRETARY OF THE CORPORATION
AT ITS  PRINCIPAL  OFFICES.  THE  RESTRICTIONS  CONTAINED IN SUCH  AGREEMENT ARE
BINDING ON TRANSFEREES OF THESE SECURITIES.


                        INSTANT VIDEO TECHNOLOGIES, INC.

                          WARRANT TO PURCHASE SHARES OF
                                  COMMON STOCK

         INSTANT  VIDEO   TECHNOLOGIES,   INC.,  a  Delaware   corporation  (the
"Company"),   hereby  grants  to  ________________  (the  "Holder"),  for  value
received, the right to purchase from the Company _______ shares of the Company's
Common  Stock,  $.00001  par  value  per  share  ("Common  Stock")  (subject  to
adjustment  pursuant to  paragraph  5 below),  at the  exercise  price per share
designated in paragraph 1 below (the "Warrant Price"), at any time commencing on
the  date of  this  Warrant  and  until  ______________.  (California  Time)  on
____________________  (the "Exercise Period"), upon surrender to the Company, at
its  principal  offices,  of this  Warrant  properly  endorsed  with the Form of
Subscription  attached hereto duly filled in and signed and upon payment in cash
or by bank  cashier's or certified  check of the Warrant Price for the number of
shares as to which this Warrant is exercised.

         This  Warrant  is  issued  pursuant  to the  Series B  Preferred  Stock
Purchase Agreement (the "Agreement") dated _________________ between the Company
and the original Holder hereof. The Holder of this Warrant is subject to certain
restrictions set forth in the Agreement.



<PAGE>


Warrant to Purchase Shares of Common Stock

          This  Warrant  is  subject  to  the  following  additional  terms  and
conditions:

          1. The Warrant  Price per share payable upon exercise of this Warrant,
as adjusted from time to time pursuant to paragraph 5 below,  shall be $____ per
share.

          2.  This  Warrant  may be  exercised  in  whole or in part at any time
during the Exercise  Period,  at the option of the Holder of record hereof,  but
not for a  fraction  of a share.  In case of an  exercise  of less  than all the
shares which may be purchased under this Warrant,  the Company shall cancel this
Warrant  and execute and deliver a new Warrant or Warrants of like tenor for the
balance  of the  shares  purchasable  under the  Warrant  surrendered  upon such
exercise.

          3. The Company  agrees at all times to reserve a sufficient  number of
shares of authorized  but unissued  Common  Stock,  when and as required for the
purpose of complying with the terms of this Warrant.

          4. The  Holder  shall  not have any  rights  as a  stockholder  of the
Company with regard to the shares for which this Warrant is exercisable prior to
actual exercise of this Warrant resulting in the purchase of such shares.

          5. If the Company at any time during the Exercise  Period shall effect
a stock  dividend,  stock  split,  recapitalization,  reclassification,  merger,
consolidation,  combination or exchange of shares,  separation,  reorganization,
liquidation,  or the like, the number and class of shares issuable upon exercise
of this Warrant,  and the Warrant Price, shall  automatically be correspondingly
adjusted such that the Holder of this Warrant shall be entitled to acquire,  for
the same aggregate Warrant Price, the total number,  class and kind of shares as
such Holder would have owned had this Warrant been exercised prior to such event
and had such  Holder  continued  to hold  such  shares  until  after  the  event
requiring adjustment.

          6. Neither this Warrant nor the shares  issuable  upon the exercise of
this Warrant have been  registered  under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. The Holder acknowledges by
acceptance of the Warrant that as of the date of this Warrant and at the time of
exercise (a) he has acquired this Warrant or the shares, as the case may be, for
investment and not with a view to distribution  thereof; and either (b) he has a
pre-existing  personal  or  business  relationship  with  the  Company,  or  its
executive officers,  or by reason of his business or financial experience he has
the capacity to protect his own  interests in connection  with the  transaction;
and (c) he is an  "accredited  investor" as that term is defined in Regulation D
promulgated under the Securities Act. The Holder agrees that any shares issuable
upon  exercise of this Warrant will be acquired  for  investment  and not with a
view to  distribution  thereof and such shares will not be registered  under the
Securities Act and  applicable  state  securities  laws and that such shares may
have  to be  held  indefinitely  unless  they  are  subsequently  registered  or
qualified  under the  Securities Act and applicable  state  securities  laws or,
based on an  opinion of  counsel  reasonably  satisfactory  to the  Company,  an
exemption from such registration and qualification is available. The

                                        2


<PAGE>




Warrant to Purchase Shares of Common Stock

Holder,  by  acceptance  hereof,  consents  to the  placement  of the  following
restrictive legends, or substantially similar legends, on each certificate to be
issued to the Holder by the  Company in  connection  with the  issuance  of such
shares:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE
SECURITIES  LAW,  AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED  OR  HYPOTHECATED
UNLESS (A) THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH  SECURITIES,  OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THE  SECURITIES  SATISFACTORY  TO THE  COMPANY,  STATING THAT SUCH
SALE, TRANSFER,  ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION  REQUIREMENTS
UNDER APPLICABLE STATE LAW.

THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  ARE  SUBJECT  TO  CERTAIN
RESTRICTIONS  ON TRANSFER FOR A PERIOD OF TIME NOT TO EXCEED ONE HUNDRED  EIGHTY
(180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST PUBLIC OFFERING.

          7.  Holder  agrees  hereby  that he  shall  not,  unless  the  Company
otherwise  consents in writing,  sell,  make any short sale of, loan,  grant any
option  for the  purchase  of, or  otherwise  transfer  or dispose of any of the
Company's  securities,  whether  now held of  hereafter  acquired by the Holder,
during the one hundred eighty (180) day period following the effective date of a
registration  statement  of  the  Company  filed  under  the  Securities  Act in
connection  with the initial  public  registration  of the Company's  securities
after the date of this  Warrant.  The Holder  shall also  execute  such  written
agreement in the form as may be  reasonably  requested  by the Company,  and the
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such one hundred eighty (180) day
period.

          8. No fractional shares shall be issued upon exercise of this Warrant.
The Company  shall,  in lieu of issuing  any  fractional  share,  pay the Holder
entitled to such  fraction a sum in cash equal to the fair market  value of such
fraction on the date of exercise  (as  determined  in good faith by the Board of
Directors of the Company).

          9.  Notwithstanding any provision hereof to the contrary,  no exercise
of this Warrant will be made unless such  exercise can be made under  exemptions
from registration or qualification of such exercise under applicable  securities
laws  without the creation of any offering  memorandum  prescribed  by such laws
unless at the time of such  exercise the Company  already has  completed  such a
memorandum and such exercise would be exempt from registration and qualification
by, among other things, delivery of such memorandum to the Holder.

                                        3


<PAGE>




Warrant to Purchase Shares of Common Stock

          10. This  Warrant and any and all shares of Common  Stock  issued upon
exercise of this Warrant will be transferable on the books of the Company at its
principal office, by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant or the stock certificate, as applicable, properly
endorsed. Any such transfer is subject to any restrictions upon and requirements
for any such transfer imposed by applicable federal or state securities laws. It
will be a further  condition to any transfer of this Warrant that the transferor
(if any portion of this Warrant is retained)  and the  transferee  will receive,
accept  and  execute  new  Warrants,  of like  tenor and date,  executed  by the
Company,  for the portion so transferred and for any portion retained,  and will
surrender this Warrant to the Company along with any documents  requested by the
Company  to  establish  compliance  with  securities  laws  applicable  to  such
transfer.

          11. Any terms of this Warrant may be amended and the observance of any
term of this Warrant may be waived (either  retroactively or prospectively) only
with the written consent of the Company and the Holder.

          12. This Warrant is issued in and shall be governed by the laws of the
State of  California  applicable  to contracts  entered into between  California
residents and to be performed entirely within the State of California.

          13. Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss,  theft,  destruction  or  mutilation  of this  Warrant  or stock
certificate  representing the shares purchasable hereunder, and in case of loss,
theft or destruction,  of indemnity or security  reasonably  satisfactory to it,
and upon  reimbursement  to the Company of all  reasonable  expenses  incidental
thereto,   and  upon  surrender  and  cancellation  of  such  Warrant  or  stock
certificate,  if  mutilated,  the Company will make and deliver a new Warrant or
stock  certificate  of like  tenor,  in lieu of this  Warrant  or lost,  stolen,
destroyed or mutilated stock certificate.

          14. Unless otherwise provided,  any notice required or permitted under
this  Warrant  shall be given in writing and shall be deemed  effectively  given
upon personal  delivery to the party to be notified;  one day  following  proper
sending by overnight  courier service;  or three (3) business days after deposit
in the United States Post Office mail, by registered or certified mail,  postage
prepaid and addressed, if to the Company, at its principal office located at 500
Sansome Street, Suite 503, San Francisco, California 94111, or if to the Holder,
at the address  indicated  for the Holder in the Company's  records,  or at such
other address as a party may designate by ten (10) days' advance written notice.

                                        4


<PAGE>




Warrant to Purchase Shares of Common Stock

          15.  If any  action at law or in equity is  necessary  to  enforce  or
interpret the terms of this Warrant,  the prevailing  party shall be entitled to
reasonable  attorneys'  fees,  costs and  disbursements in addition to any other
relief to which such party may be entitled.

          INSTANT VIDEO TECHNOLOGIES, INC.

         By: ______________________________      Attest: _______________________
                  Richard Lang                           John Micek III
                  Chairman, CEO                          Secretary

         HOLDER

         Accepted:        __________________             _______________________

         Name: _____________________________             Date: _________________

                                        5

<PAGE>

Warrant to Purchase Shares of Common Stock



                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of Warrant)

To____________________:

The undersigned,  the holder of the within Warrant, hereby irrevocably elects to
exercise the  purchase  right  represented  by such Warrant for, and to purchase
thereunder,  ___________  (_________________)1 shares of Common Stock of INSTANT
VIDEO  TECHNOLOGIES,   INC.  (the  "Company")  and  herewith  makes  payment  of
_________________   DOLLARS  ($_________)   therefor,   and  requests  that  the
certificates  for such  shares  be  issued  in the name of,  and  delivered  to,
____________, whose address is _____________________.

The undersigned represents that he or she is acquiring such Common Stock for his
or her  own  account  for  investment  and  not  with a view  to or for  sale in
connection with any distribution  thereof (subject,  however, to any requirement
of law that the  disposition  thereof  shall at all times be  within  his or her
control)2.

The  undersigned  agrees that he or she will not make any  disposition of all or
any  portion of the  Common  Stock  unless  and until  there is then in effect a
Registration   Statement   under  the  Securities  Act  covering  such  proposed
disposition and such  disposition is made in accordance  with said  Registration
Statement;  or the  undersigned  shall have notified the Company of the proposed
disposition  and shall have furnished the Company with (I) a detailed  statement
of the circumstances  surrounding the proposed disposition,  and (II) an opinion
of the  undersigned's  own counsel to the effect that such  disposition will not
require  registration  of such shares under the  Securities  Act,  which opinion
shall have been concurred in by counsel for the Company.

DATED: _______________              ____________________________________________
                                    (Signature must conform in all respects
                                    to name of holder as specified on the face
                                    of the Warrant)

                           Address: _______________________________

                                    _______________________________

                                    _______________________________

        [footnotes on next page]

                                       6
<PAGE>


Warrant to Purchase Shares of Common Stock

1. Insert here the number of shares  called for on the face of the Warrant  (or,
in the case of a partial  exercise,  the portion thereof as to which the Warrant
is being exercised), in either case without making any adjustment for additional
Common Stock or any other stock or other  securities  or property or cash which,
pursuant to the adjustment  provisions of the Warrant,  may be deliverable  upon
exercise.

2. This  representation  is applicable only if, on the date this subscription is
effected,  the Common Stock shall not be registered  under the Securities Act of
1933, as amended.

                                        7


<PAGE>




                                                                       EXHIBIT B

           AMENDED CERTIFICATE OF DESIGNATION, STATEMENT ESTABLISHING
                      SERIES F CONVERTIBLE PREFERRED STOCK

                                       AND

           CERTIFICATE OF DESIGNATION, STATEMENT ESTABLISHING SERIES B
                           CONVERTIBLE PREFERRED STOCK

                                       OF

                        INSTANT VIDEO TECHNOLOGIES, INC.

         INSTANT VIDEO TECHNOLOGIES,  INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That a Certificate of Designation,  Statement  Establishing the Series F
Convertible Preferred Stock, was filed by this Corporation with the Secretary of
State of the State of Delaware on _______________.

SECOND:  That the Board of  Directors of this  corporation  has duly adopted the
following resolutions,  (i) amending said Certificate of Designation,  Statement
Establishing  the Series F Convertible  Preferred  Stock to, among other things,
change the designation of such Series to "Series A Convertible Preferred Stock,"
and to amend  certain  of the  powers,  preferences  and  rights of the Series A
Convertible  Preferred  Stock,  and (ii) providing for the  designation of a new
series of preferred  stock,  to be designated  "Series B  Convertible  Preferred
Stock,"  and  establishing  the powers,  preferences  and rights of the Series B
Convertible Preferred Stock:

         WHEREAS,  the Certificate of Incorporation of the Corporation  provides
for a  class  of  shares  of  stock  designated  "Preferred  Stock,"  comprising
20,000,000  shares, and vests in the Board of Directors the authority to specify
the number of shares of Preferred  Stock to be issued,  to divide the  Preferred
Stock into one or more series within any class thereof, and to fix the number of
shares in such series and the preferences, rights and restrictions thereof; and

         WHEREAS,  the Board of Directors  of this  Corporation  has  previously
authorized the issuance of a series of Preferred Stock,  consisting of 5,000,000
shares,  designated  as "Series F  Convertible  Preferred  Stock,"  all of which
shares have been issued and are outstanding; and

         WHEREAS,   the  Corporation  has  previously  filed  a  Certificate  of
Elimination  with the  Secretary of State of the State of Delaware,  eliminating
the Series A through Series E Convertible  Preferred  Stock,  of which no shares
were then issued or outstanding; and

         WHEREAS,  it is now the desire of the Board of  Directors,  pursuant to
its  authority  as  aforesaid,  to  establish a new series of  preferred  stock,
designated  "Series  B  Convertible  Preferred  Stock,"  and to fix the  powers,
preferences and rights of such Series B Convertible Preferred Stock; and


<PAGE>



Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

         WHEREAS, it is now the desire of the Board of Directors, subject to the
approval of the holders of at least a majority of the shares of Common Stock and
Series F Convertible  Preferred  Stock, to amend the Certificate of Designation,
Statement  Establishing  Series F Convertible Stock, to alter the designation of
such  series to be  "Series A  Convertible  Preferred  Stock,"  and to alter the
powers,  preferences  and rights of the Series A Convertible  Preferred Stock to
conform  to the  powers,  preferences  and  rights of the  Series B  Convertible
Preferred Stock.

         NOW,  THEREFORE,  BE IT RESOLVED,  that, subject to the approval of the
holders  of at least a  majority  of the  shares  of Common  Stock and  Series F
Convertible   Preferred  Stock,   the  Certificate  of  Designation,   Statement
Establishing  the Series F Convertible  Preferred  Stock, is hereby amended such
that the Series F  Convertible  Preferred  Stock is  re-designated  as "Series A
Convertible  Preferred  Stock,"  and the powers,  preferences  and rights of the
Series A Convertible Preferred Stock are amended as set forth below.

         RESOLVED  FURTHER,  that  there  shall be another  series of  Preferred
Stock,  $.00001 par value per share, of the  Corporation,  designated  "Series B
Convertible  Preferred  Stock."  The  number of  shares of Series B  Convertible
Preferred Stock shall be 5,000,000.  The powers,  designations,  preferences and
relative,  participating,  optional or other special rights of the shares of the
Series B Convertible  Preferred  Stock and the  qualifications,  limitations and
restrictions of such preferences and rights shall be as follows:

         1.  Definitions.  For purposes of this Certificate of Designation,  the
following definitions shall apply:

                  (a)  "Additional  Shares of Common  Stock" means all shares of
Common   Stock   issued   or   deemed   issued   by   the   Corporation    after
___________________  (the date of the first issuance by this  Corporation of its
Series A Stock),  whether  or not  subsequently  reacquired  or  retired  by the
Corporation,  other than (i)  Common  Stock  issued  pursuant  to a  transaction
described  in  subsections  4(c),  (d),  (e), (f) and (g) hereof; (ii) shares of
Common  Stock issued upon  conversion  of the  Corporation's  Series A Stock and
Series B Stock; or (iii)  shares of Common  Stock  (and any  related  options or
warrants) issued to employees,  officers, directors,  consultants,  contractors,
agents or other  persons  performing  services  or for  extending  credit to the
Corporation,  issued  pursuant to any stock option plan,  stock  purchase  plan,
stock bonus plan, or other plan, agreement or arrangement approved by the Board.

                  (b) "Board" means the Board of Directors of the Corporation.

                  (c) "Common  Stock" means the Common Stock,  $.0000l par value
per share, of the Corporation.

                  (d)  "Common  Stock Fair Market  Value"  means the fair market
value of a share of Common  Stock,  as determined in good faith by the Board for
the purpose of granting  stock  options or issuing  shares to  employees  of the
Corporation or any subsidiary of the Corporation as of the applicable date.

                  (e)      "Corporation" means Instant Video Technologies, Inc.

                                       2
<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

                  (f) "Original  Series A Issue Price" means $1.00 per share for
the Series A Stock.

                  (g) "Original  Series B Issue Price" means $2.00 per share for
the Series B Stock.

                  (h) "Preferred  Stock" means the Series A Stock and the Series
B Stock of the Corporation.

                  (i) "Series A Stock" means the Series A Convertible  Preferred
Stock established hereby.

                  (j) "Series B Stock" means the Series B Convertible  Preferred
Stock established hereby.

                  (k)  "Series A  Reference  Date"  means,  with  respect to the
Series A Stock, _______________________.

                  (l)  "Series B  Reference  Date"  means,  with  respect to the
Series B Stock,  the date this  Certificate  of  Designation  is filed  with the
Secretary of State of Delaware.

         2. Dividend  Provisions.  The holders of outstanding shares of Series A
Stock and Series B Stock  described  herein shall not be entitled to receive any
fixed dividends.

         3. Liquidation Preference.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the affairs of the Corporation,  the holders of the
Series A Stock and  Series B Stock  shall be  entitled  to  receive,  out of the
assets of the Corporation available for distribution to its stockholders,  prior
and in preference to any payment or  distribution of the assets or surplus funds
of the  Corporation  to the  holders  of the  Common  Stock by  reason  of their
ownership thereof,  an amount per share equal to: (1) with respect to the Series
A Stock,  $1.00  for each  outstanding  share  of  Series A Stock;  and (2) with
respect to the Series B Stock, (A) $7.50 for each outstanding  share of Series B
Stock during the first year following the Series B Reference Date; (B) $8.40 for
each  outstanding  share of Series B Stock during the second year  following the
Series B Reference  Date; and (C) $9.30 for each  outstanding  share of Series B
Stock during and after the third year following the Series B Reference Date.

                  (b) If the  assets  and  funds  to be  distributed  among  the
holders of the Series A Stock and the Series B Stock  shall be  insufficient  to
permit the payment of the full  aforesaid  preferential  amount to such holders,
then the entire assets and funds of the  Corporation  legally  available for the
distribution  to such holders shall be distributed  ratably among the holders of
the Series A Stock and the  Series B Stock  and,  as  between  such  series,  in
proportion  to the product of the  respective  preferential  amount of each such
share multiplied by the number of shares of such stock held by each such holder.

                                       3
<PAGE>




Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

                  (c) After payment has been made to the holders of the Series A
Stock and the Series B Stock to the full aforesaid preferential amounts to which
they are entitled,  all remaining assets of the Corporation shall be distributed
ratably on a per share  basis among the holders of the Series B Stock and Common
Stock (assuming conversion of all Series B Stock into Common Stock).

                  (d) A consolidation of the Corporation with or merger into any
other  corporation  or  corporations  (other  than  a  wholly-owned   subsidiary
corporation or a merger to change the state of domicile of the Corporation),  or
a sale,  conveyance or disposition of all or substantially  all of the assets of
the  Corporation,  or the  effectuation  by the  Corporation of a transaction or
series of related  transactions  in which more than fifty  percent  (50%) of the
voting  power  of  the  Corporation  is  disposed  of,  shall  be  treated  as a
liquidation,  dissolution  or winding up of the affairs of the  Corporation  for
purposes of this Section 3.

         4. Conversion. The holders of the Series A Stock and the Series B Stock
shall have the following conversion rights:

                  (a) Right to Convert.  Each share of Series A Stock and Series
B Stock shall be convertible,  at the option of the holder thereof,  at any time
after the date of  issuance  of such  share,  into such number of fully paid and
nonassessable  shares of Common Stock as is  determined by dividing the Original
Series A Issue Price or the Original Series B Issue Price,  as  appropriate,  by
the  Conversion  Price  at the  time in  effect  for such  series.  The  initial
Conversion Price per share for the Series A Stock shall be the Original Series A
Issue Price,  and the initial  Conversion Price per share for the Series B Stock
shall  be the  Original  Series  B Issue  Price;  provided,  however,  that  the
Conversion  Price  for each  series  of  Preferred  Stock  shall be  subject  to
adjustment from time to time as provided in subsections 4(c) through 4(h) below.

                  (b) Mechanics of  Conversion.  Each holder of Preferred  Stock
who desires to convert the same into shares of Common Stock shall  surrender the
certificate  or  certificates  therefor,  duly  endorsed,  at the  office of the
Corporation  or any  transfer  agent for the  Preferred  Stock,  and shall  give
written  notice to the  Corporation  at such office  that such holder  elects to
convert the same and shall state therein the number of shares of Preferred Stock
being converted. The Corporation shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Preferred  Stock,  a certificate or
certificates  for the number of shares of Common  Stock to which such  holder is
entitled and shall promptly pay in cash any declared and unpaid dividends on the
shares of Preferred Stock being  converted.  Such conversion  shall be deemed to
have been made  immediately  prior to the close of  business on the date of such
surrender of the  certificate  representing  the shares of Preferred Stock to be
converted,  and the  person  entitled  to  receive  the  shares of Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder of such shares of Common Stock as of such date.

                  (c)  Adjustment  for Stock  Splits  and  Combinations.  If the
Corporation  at any time or from time to time after the Series B Reference  Date
effects a subdivision of the outstanding  Common Stock, the Conversion Price for
the Series A Stock and the Series B Stock


                                       4

<PAGE>


Amended Certificate of Designation,  Series F Convertible  Preferred
Certificate of Designation, Series B Convertible Preferred

in  effect   immediately   before  that  subdivision  shall  be  proportionately
decreased,  and, conversely, if the Corporation at any time or from time to time
after the Series B Reference  Date  combines  the  outstanding  shares of Common
Stock into a smaller  number of shares,  the  Conversion  Price for the Series A
Stock and the Series B Stock in effect  immediately before the combination shall
be  proportionately  increased.  Any  adjustment  under this  Section 4(c) shall
become  effective  at the  close of  business  on the date  the  subdivision  or
combination becomes effective.

                  (d) Adjustment for Common Stock  Dividends and  Distributions.
If the Corporation at any time or from time to time after the Series B Reference
Date makes,  or fixes a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
additional  shares of Common Stock, in each such event the Conversion  Price for
the  Series A Stock  and the  Series  B Stock  that is then in  effect  shall be
decreased  as of the time of such  issuance or, in the event such record date is
fixed,  as of the close of business  on such record  date,  by  multiplying  the
Conversion  Price  then in effect  for each such  series by a  fraction  (1) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (2) the  denominator  of which is the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record date is fixed  and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed, the applicable Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion  Price shall
be adjusted  pursuant to this Section 4(d) to reflect the actual payment of such
dividend or distribution.

                  (e) Adjustments for Other Dividends and Distributions.  If the
Corporation  at any time or from time to time after the Series B Reference  Date
makes, or fixes a record date for the  determination  of holders of Common Stock
entitled to receive, a dividend or other  distribution  payable in securities of
the Corporation  other than shares of Common Stock, in each such event provision
shall be made so that the  holders  of the Series A Stock and the Series B Stock
shall receive upon  conversion  thereof,  in addition to the number of shares of
Common Stock receivable  thereupon,  the amount of securities of the Corporation
which they would have received had their  Preferred  Stock been  converted  into
Common  Stock on the date of such  event  and had they  thereafter,  during  the
period  from  the date of such  event  to and  including  the  conversion  date,
retained such  securities  receivable  by them as aforesaid  during such period,
subject  to all other  adjustments  called  for during  such  period  under this
Section 4 with  respect to the  rights of the  holders of the Series A Stock and
the Series B Stock or with respect to such other securities by their terms.

                  (f)    Adjustment   for    Reclassification,    Exchange   and
Substitution.  If at any time or from time to time after the Series B  Reference
Date,  the Common Stock  issuable upon the  conversion of the Series A Stock and
the Series B Stock is changed  into the same or a different  number of shares of
any class or classes of stock, whether by recapitalization,  reclassification or
otherwise  (other than a subdivision  or combination of shares or stock dividend
or a  reorganization,  merger,  consolidation  or sale of  assets  provided  for
elsewhere in this Section 4 or

                                       5
<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

Section  3(d)),  then in any such event each holder of such series of  Preferred
Stock shall have the right  thereafter  to convert  such stock into the kind and
amount  of  stock  and  other  securities  and  property  receivable  upon  such
recapitalization,  reclassification  or other  change by holders of the  maximum
number of shares of Common  Stock into  which such  shares of Series A Stock and
Series  B  Stock   could  have  been   converted   immediately   prior  to  such
recapitalization,  reclassification or change, all subject to further adjustment
as provided  herein or with respect to such other  securities or property by the
terms thereof.

                  (g) Reorganizations. If at any time or from time to time after
the  Series B  Reference  Date there is a capital  reorganization  of the Common
Stock    (other    than   a    recapitalization,    subdivision,    combination,
reclassification,  exchange or  substitution of shares provided for elsewhere in
this Section 4 or in Section  3(d)),  as a part of such  capital  reorganization
provision shall be made so that the holders of the Series A Stock and the Series
B Stock shall  thereafter be entitled to receive upon  conversion of such series
of Preferred Stock the number of shares of stock or other securities or property
of the  Corporation  to which a holder of the  number of shares of Common  Stock
deliverable   upon   conversion   would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate adjustment shall be made in the
application  of the  provisions  of this Section 4 with respect to the rights of
the  holders  of the Series A Stock and the  Series B Stock  after such  capital
reorganization  to the end that the  provisions  of this  Section  4  (including
adjustment of the Conversion  Price of the Series A Stock and the Series B Stock
then in effect and the number of shares issuable upon conversion of the Series A
Stock and the  Series B Stock)  shall be  applicable  after that event and be as
nearly equivalent as practicable.

                  (h) Adjustment to Series A Stock and Series B Stock Conversion
Price for Sale of Shares Below the Conversion Price.

                           (1) Adjustments to Series A Stock  Conversion  Price.
Upon each issuance by the Corporation of Additional Shares of Common Stock after
the Series A Reference Date,  without  consideration or for a consideration  per
share  less  than  the  Conversion  Price  for  the  Series  A Stock  in  effect
immediately  prior to each such issuance,  the Conversion Price for the Series A
Stock in effect  immediately prior to each such issuance shall forthwith (except
as otherwise  provided in this Section 4) be adjusted to a price  determined  by
multiplying  such  Conversion  Price by a fraction,  (A) the  numerator of which
shall  be the sum of (i) the  number  of  shares  of  Common  Stock  outstanding
immediately  prior to such  issue or sale,  plus  (ii) the  number  of shares of
Common Stock that the aggregate  consideration  received (or deemed received) by
the  Corporation  for the total number of  Additional  Shares of Common Stock so
issued (or deemed issued) would purchase at such Conversion  Price,  and (B) the
denominator  of which  shall be the sum of (i) the  number  of  shares of Common
Stock outstanding  immediately prior to such issue or sale, plus (ii) the number
of shares such Additional Shares of Common Stock so issued (or deemed issued).

                           (2) Adjustments to Series B Stock  Conversion  Price.
Upon each issuance by the Corporation of Additional Shares of Common Stock after
the Series B Reference Date,  without  consideration or for a consideration  per
share less than the Conversion Price for the

                                       6
<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

Series B Stock in effect immediately prior to each such issuance, the Conversion
Price for the Series B Stock in effect  immediately  prior to each such issuance
shall forthwith (except as otherwise  provided in this Section 4) be adjusted to
a price equal to the  consideration  per share received (or deemed  received) by
the Corporation  for the Additional  Shares of Common Stock so issued (or deemed
issued).

                           (3)  Consideration.  For the  purpose  of making  any
adjustment in the Conversion Price for the Series A Stock and the Series B Stock
under this Section 4(h), consideration received by the Corporation for any issue
or sale of securities shall:

                                    (A) to the extent it  consists  of cash,  be
computed at the net amount of cash received by the  Corporation  after deduction
of any underwriting or similar commissions, concessions, or compensation paid or
allowed by the Corporation in connection with such issue or sale;

                                    (B) to the extent it  consists  of  property
other than cash, be computed at the fair value of that property as determined in
good faith by the Board; and

                                    (C) if  Additional  Shares of Common  Stock,
Convertible  Securities  (as  hereinafter  defined),  or  rights or  options  to
purchase either Additional Shares of Common Stock or Convertible  Securities are
issued or sold  together  with other stock or  securities or other assets of the
Corporation for a consideration  that covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                           (4)  Adjustment  Formula for  Issuances  of Rights or
Options or Convertible Securities. For the purpose of the adjustment provided in
this  Section  4(h),  if at any time or from  time to time  after  the  Series A
Reference  Date,  with respect to the Series A Stock,  or the Series B Reference
Date, with respect to the Series B Stock,  the Corporation  issues any rights or
options for the  purchase  of, or stock or other  securities  convertible  into,
Additional  Shares  of  Common  Stock  (such  convertible  stock  or  securities
hereinafter  referred to as "Convertible  Securities") then in each case, if the
Effective Price (as hereinafter defined) of such rights, options, or Convertible
Securities  is less  than the  Conversion  Price  for the  Series A Stock or the
Series B Stock, as appropriate,  in effect  immediately  prior to such issuance,
the  Corporation  shall be deemed to have issued at the time of the  issuance of
such  rights  or  options  or  Convertible  Securities  the  maximum  number  of
Additional  Shares of Common Stock issuable upon exercise or conversion  thereof
and to have received as consideration  for the issuance of such shares an amount
equal  to the  total  amount  of the  consideration,  if  any,  received  by the
Corporation   for  the  issuance  of  such  rights  or  options  or  Convertible
Securities,  plus, in the case of such options or rights, the minimum amounts of
consideration,  if  any,  payable  to the  Corporation  upon  full  exercise  or
conversion of such options or rights. As used in this Section 4(h)(4),  the term
"Effective Price" means the quotient  determined by dividing the total of all of
such  consideration by such maximum number of Additional Shares of Common Stock.
No  further  adjustment  of the  Conversion  Price for the Series A Stock or the
Series  B  Stock,  adjusted  upon  the  issuance  of such  rights,  options,  or
Convertible Securities shall be made as result of the actual issuance of

                                       7
<PAGE>



Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

Additional  Shares of  Common  Stock  upon the  exercise  of any such  rights or
options or the conversion of any such Convertible Securities.

                  If any such  rights or  options  or the  conversion  privilege
represented  by any such  Convertible  Securities  expire  without  having  been
exercised,  then the  Conversion  Price for the  Series A Stock and the Series B
Stock, as appropriate,  adjusted upon the issuance of such rights,  options,  or
Convertible  Securities  shall be readjusted to the applicable  Conversion Price
that would have been in effect had an adjustment been made on the basis that the
only Additional  Shares of Common Stock so issued were the Additional  Shares of
Common Stock, if any,  actually issued or sold on the exercise of such rights or
options  or  rights  of  conversion  of such  Convertible  Securities,  and such
Additional  Shares  of  Common  Stock,  if any,  were  issued  or  sold  for the
consideration actually received by the Corporation upon such exercise,  plus the
consideration,  if any, actually received by the Corporation for the granting of
all such rights or options,  whether or not  exercised,  plus the  consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus the  consideration,  if any,  actually received by the Corporation upon the
conversion of such Convertible Securities.

                           (5) Adjustments for Issuance of Rights or Options for
Convertible  Securities.  For the  purpose of the  adjustment  provided  in this
Section  4(h),  if at any time or from time to time after the Series A Reference
Date,  with respect to the Series A Stock,  or the Series B Reference Date, with
respect to the Series B Stock, the Corporation  issues any rights or options for
Convertible Securities,  then, in each such case, if the Effective Price thereof
is less than the then  current  Conversion  Price for the  Series A Stock or the
Series B Stock, as appropriate,  the Corporation  shall be deemed to have issued
at the time of the  issuance of such  rights or options  the  maximum  number of
Additional  Shares of Common Stock issuable upon  conversion of the total amount
of Convertible Securities covered by such rights or options and to have received
as consideration  for the issuance of such Additional  Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Corporation
for the  issuance  of such  rights  or  options,  plus  the  minimum  amount  of
consideration, if any, payable to the Corporation upon the full exercise of such
rights or options plus the minimum amount of  consideration,  if any, payable to
the Corporation upon the full conversion of such Convertible Securities. As used
in  this  Section  4(h)(5),  the  term  "Effective  price"  means  the  quotient
determined  by dividing the total amount of such  consideration  by such maximum
number of  Additional  Shares of Common  Stock.  No  further  adjustment  of the
Conversion Price for the Series A Stock or the Series B Stock, adjusted upon the
issuance  of such  rights or  options  shall be made as a result  of the  actual
issuance  of the  Convertible  Securities  upon the  exercise  of such rights or
options or upon the actual  issuance of  Additional  Shares of Common Stock upon
the conversion of such Convertible Securities. The provisions of Section 4(h)(4)
hereof for the  readjustment of the Conversion  Price for the Series A Stock and
the  Series B Stock  upon the  expiration  of rights or options or the rights of
conversion of Convertible  Securities shall apply equally to the rights, options
and Convertible Securities referred to in this Section 4(h)(5).

                  (i) Accountants' Certificate of Adjustment. In each case of an
adjustment or readjustment  of any Conversion  Price for the number of shares of
Common Stock or other  securities  issuable  upon  conversion  of the  Preferred
Stock, the Corporation, at its expense, upon

                                       8
<PAGE>



Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

the  written  request of a holder of  Preferred  Stock for which the  Conversion
Price has been so  adjusted,  shall  cause  independent  public  accountants  of
recognized  standing  selected by the  Corporation  (who may be the  independent
public  accountants  then auditing the books of the Corporation) to compute such
adjustment or readjustment in accordance with the provisions  hereof and prepare
a  certificate  showing such  adjustment  or  readjustment,  and shall mail such
certificate,  by first class mail, postage prepaid, to such registered holder of
the  Preferred  Stock,  and to all other holders of the same series of Preferred
Stock,  at the  holders'  address  as  shown  in the  Corporation's  books.  The
certificate  shall  set  forth  such  adjustment  or  readjustment,  showing  in
reasonable detail the facts upon which such adjustment or readjustment is based,
including a statement of the Conversion Price at the time in effect and the type
and amount,  if any, of other  property which at the time would be received upon
conversion of the relevant Preferred Stock.

                  6)  Notices  of  Record  Date.  Upon  (i)  any  taking  by the
corporation of a record of the holders of any Preferred Stock for the purpose of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other distribution,  or (ii) any capital reorganization of the Corporation,  any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any  merger  or  consolidation  of  the  Corporation  with  or  into  any  other
corporation,  or any  transfer  of all or  substantially  all the  assets of the
Company  to any  other  person  or any  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Corporation, the Corporation shall mail to each
holder of  Preferred  Stock at least  thirty  (30) days prior to the record date
specified  therein a notice  specifying (1) the date on which any such record is
to be taken for the purpose of such dividend or  distribution  and a description
of such dividend or distribution, (2) the date on which any such reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding up is expected to become effective, and (3) the date, if any, that is to
be fixed as to when the holders of record of Common Stock (or other  securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for  securities  or  other  property   deliverable  upon  such   reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding  up;  provided  that such  30-day  notice  may be waived by the  written
consent of the holders of at least a majority of the then outstanding  Preferred
Stock and such  waiver  if  obtained  automatically  shall be  binding  upon all
holders of Preferred Stock.

                  (k)      Automatic Conversion.

                           (1) (A)  Automatic  Conversion  of  Series  A  Stock.
Subject to the provisions of Subsections  4(k)(2) and (3) hereof,  each share of
Series A Stock shall be  converted  automatically  into  shares of Common  Stock
based on the then effective Conversion Price for such share, upon the earlier of
(A)  the  closing  of a  firmly  underwritten  public  offering  pursuant  to an
effective registration statement under the Securities Act of 1933, as amended (a
"Registration  Statement")  covering  the offer and sale of Common Stock for the
account of the  Corporation at a price per share of at least $4.00  (adjusted to
reflect subsequent stock splits, stock dividends,  or recapitalizations  and the
like) with an aggregate  offering  price for all shares under such  Registration
Statement  of at least  $3,000,000.00,  (B) at such time as fewer  than  800,000
shares  of the  Series A Stock  remain  outstanding,  or (C) upon the  voluntary
consent of a majority of the voting power of the then outstanding  shares of the
Series A Stock.

                                       9

<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

                                    (B) Automatic  Conversion of Series B Stock.
Subject to the provisions of Subsections  4(k)(2) and (3) hereof,  each share of
Series B Stock shall be  converted  automatically  into  shares of Common  Stock
based on the then effective Conversion Price for such share, upon the earlier of
(A)  the  closing  of a  firmly  underwritten  public  offering  pursuant  to an
effective registration statement under the Securities Act of 1933, as amended (a
"Registration  Statement")  covering  the offer and sale of Common Stock for the
account of the Corporation with an aggregate offering price for all shares under
such  Registration  Statement  of at least  $15,000,000.00,  (B) at such time as
fewer than 100,000 shares of the Series B Stock remain outstanding,  or (C) upon
the voluntary  consent of a majority of the voting power of the then outstanding
shares of the Series B Stock.

                           (2) Automatic conversion under Section 4(k)(1) hereof
shall be conditioned  upon payment by the Corporation of all declared and unpaid
dividends on the  outstanding  Preferred Stock to be converted and including the
date of such  conversion,  payable  either  in cash  or,  at the  option  of the
Corporation,  Common Stock  (valued at the Common Stock Fair Market  Value),  or
both.

                           (3)  Upon  the   occurrence  of  any  of  the  events
specified in Section  4(k)(1) hereof,  the  outstanding  shares of the Preferred
Stock shall be converted automatically without any further action by the holders
of such shares and whether or not the  certificates representing such shares are
surrendered to the Corporation or its transfer agent;  provided,  however,  that
the  Corporation  shall not be obligated to issue  certificates  evidencing  the
shares of Common Stock  issuable upon such  conversion  unless the  certificates
evidencing  such  shares  of  Preferred  Stock  are  either   delivered  to  the
Corporation or its transfer agent as provided  below, or the holder notifies the
Corporation or its transfer agent that such  certificates have been lost, stolen
or destroyed  and  executes an  agreement  satisfactory  to the  Corporation  to
indemnify the  Corporation  from any loss incurred by it in connection with such
certificates.  Upon the occurrence of such automatic conversion of the Preferred
Stock,  the holders of the  Preferred  Stock shall  surrender  the  certificates
representing  such shares at the office of the Corporation or any transfer agent
for the Preferred  Stock or Common Stock.  Thereupon,  there shall be issued and
delivered  to such  holder  promptly  at such office and in its name as shown on
such surrendered certificate or certificates,  a certificate or certificates for
the number of shares of Common  Stock into which the shares of  Preferred  Stock
surrendered  were  convertible  on the date on which such  automatic  conversion
occurred.

                  (1) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon  conversion of Preferred  Stock.  In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to the product of such  fraction  multiplied by the Common Stock Fair
Market Value on the date of conversion.

                  (m)  Reservation  of  Stock  Issuable  Upon  Conversion.   The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion  of the shares of the Preferred  Stock,  such number of its shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all outstanding shares of the Preferred Stock. If at any time the number of

                                       10
<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion  of all then  outstanding  shares of the  Preferred  Stock,  the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

                  (n) Notices.  Any notice  required by the  provisions  of this
Section 4 to be given to or by the  holders  of shares  of the  Preferred  Stock
shall be deemed  given upon the earlier of actual  receipt or  seventy-two  (72)
hours after the same has been  deposited in the United States mail, by certified
or registered mail, return receipt requested,  postage prepaid, and addressed to
each holder of record at the address of such  holder  appearing  on the books of
the Corporation, or to the Corporation as to notices from holders.

                  (o)  Payment  of Taxes.  The  Corporation  shall pay all taxes
(other than taxes based upon income) and other governmental  charges that may be
imposed  with  respect to the issue or delivery  of shares of Common  Stock upon
conversion of shares of Preferred Stock, including without limitation any tax or
other charge imposed in connection  with any transfer  involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Preferred Stock so converted were registered.

                  (p)  No  Impairment.  The  Corporation  shall  not  amend  its
Certificate of Incorporation or participate in any  reorganization,  transfer of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other  voluntary  action,  for the  purpose of  avoiding or seeking to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Corporation,  but shall at all times in good faith  assist in
carrying out all such action as may be reasonably  necessary or  appropriate  in
order to protect the  conversion  rights of the holders of the  Preferred  Stock
against dilution or other impairment.

          5. Voting  Rights.  The holder of each share of Preferred  Stock shall
have the right to one (1) vote for each  share of Common  Stock  into which such
Preferred Stock could then be converted (with any fractional share determined on
an aggregate  conversion  basis being rounded to the nearest  whole share),  and
with respect to such vote,  such holder shall have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock,  and shall
be  entitled,   notwithstanding   any  provision   hereof,   to  notice  of  any
stockholders'  meeting in accordance  with the bylaws of this  corporation,  and
shall be entitled to vote,  together  as a single  class with  holders of Common
Stock,  with respect to any question upon which holders of Common Stock have the
right to vote.

          6.  Status  of  Converted  Preferred  Stock.  In case  any  shares  of
Preferred Stock shall be converted  pursuant to Section 4 hereof,  the shares so
converted  shall be  cancelled  and shall  cease to be a part of the  authorized
capital stock of the Corporation.

          7.  Restrictions and  Limitations.  So long as any shares of Preferred
Stock remain outstanding, the consent of the holders of a majority of the Series
A Stock and the  Series B Stock  then  outstanding,  each  voting as a  separate
series, shall be required with respect to any action that

                                       11
<PAGE>


Amended Certificate of Designation, Series F Convertible Preferred
Certificate of Designation, Series B Convertible Preferred

involves  any  merger,  reorganization  or  sale  by the  Corporation  of all or
substantially all of its assets."

THIRD:  The  above  amendments  of the  Certificate  of  Designation,  Statement
Establishing  the Series F Convertible  Preferred  Stock, and the designation of
the Series B Convertible  Stock, have been duly adopted and approved pursuant to
Section  151 and  Section  242 of the  General  Corporation  Law of the State of
Delaware by the directors and stockholders of this Corporation,  and the written
consent of the  stockholders  entitled to vote on the above  amendments has been
given in accordance with Section 228 of the General Corporation Law of the State
of Delaware.  The number of shares  voting in favor of the  foregoing  amendment
equaled or exceeded the vote  required,  such  required vote being a majority of
the  outstanding  shares of Common  Stock and Series F  Preferred  Stock  voting
together as a single class, and a majority of the outstanding shares of Series F
Preferred Stock, voting as a separate class.

          IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be
signed by Richard Lang, this  Corporation's  Chief Executive  Officer,  and duly
attested by John Micek,  III,  this  Corporation's  Secretary,  this ____ day of
December, 1998.

                                     INSTANT VIDEO TECHNOLOGIES, INC.

                                     By:__________________________
                                          Richard Lang
                                          Chairman and Chief Executive Officer

ATTEST:

By:_____________________________
     John J. Micek, III
     Secretary

                                       12

<PAGE>




                                                                       EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

          This  REGISTRATION   RIGHTS  AGREEMENT  (this   "Agreement")  is  made
effective as of_________, 199_ by and among Instant Video Technologies,  Inc., a
Delaware Corporation (the "Company") and  ______________________,  whose address
is ____________________.


                                    RECITALS

          WHEREAS,  the Investor has agreed to purchase from the Company  shares
of the Company's  Series B Convertible  Preferred  Stock  ("Series B Stock") and
warrants to purchase shares of Common Stock of the Company at a warrant exercise
price of $2.00 per share  ("Warrants")  pursuant to a Unit Purchase Agreement of
even date herewith (the "Unit Purchase Agreement").

          WHEREAS, the obligations of the Company and the Shareholders under the
Unit Purchase  Agreement are conditioned  on, among other things,  the execution
and delivery by the parties of this Agreement,  which grants registration rights
to the Investor;

          THEREFORE,  in consideration  of the promises and covenants  contained
herein, the parties hereto agree as follows:

          1. Definitions. For purposes of this Section:

                  (a) The  terms  "register",  "registered"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement in compliance with the Securities Act, and the declaration or ordering
of effectiveness of such registration statement or document.

                  (b) The term "Registrable Securities" means (1) the shares of
Common Stock issued and/or issuable upon  conversion of the Series B Stock,  (2)
the shares of Common Stock issued and/or  issuable upon exercise of the Warrants
and (3) any  Common  Stock  of the  Company  issued  as (or  issuable  upon  the
conversion or exercise of any warrant,  right or other  security which is issued
as) a dividend or other  distribution  with respect to, or in exchange for or in
replacement of, such securities.

                  (c) The  number  of  shares of  "Registrable  Securities  then
outstanding"  shall be  determined by the number of shares of Common Stock which
are  Registrable  Securities and (1) are then issued and  outstanding or (2) are
issuable  pursuant  to  then  exercisable   options,   warrants  or  convertible
securities.

                  (d) The term  "Holder"  means (i) any person  owning of record
Registrable  Securities  that have not been sold to the public and have not been
sold otherwise than in compliance  with Section 8 hereof or (ii) any assignee of
record  of such  Registrable  Securities  in  accordance  with  Section 8 hereof
provided,  however,  that for  purposes of this  Agreement,  a record  holder of
securities  convertible into such Registrable Securities shall be treated as the
Holder of such Registrable Securities;  and provided,  further, that the Company
shall in no event be obligated to register such securities,  and that Holders of
Registrable Securities will not be


<PAGE>


Registration Rights Agreement

required  to convert  such  securities  into  Common  Stock in order to exercise
registration  rights granted hereunder,  until immediately before the closing of
the offering to which the registration relates.

                    (f) The term "Form S-3" means such form under the Securities
Act as is in effect on the date hereof or any successor  registration form under
the Securities Act  subsequently  adopted by the SEC which permits  inclusion or
incorporation  of substantial  information by reference to other documents filed
by the Company with the SEC.

                    (g) The term "SEC" or "Commission"  means the Securities and
Exchange  Commission.

                    (h) The term  "Securities  Act" means the  Securities Act of
1933, as amended.

          2. Form S3  Registration.  The Company shall effect a registration  on
Form S-3 and any related  qualification  or compliance  with respect to all or a
part of the Registrable  Securities owned by such Holder or Holders, the Company
will:

                    (a) the Company shall  immediately,  but no later than on or
prior to 180 days following the closing,  register for sale all of the shares of
Common Stock  issuable upon  conversion  of Preferred  Stock and exercise of the
Warrants pursuant to Rules 415 and 416

                    (b).   Promptly   give   written   notice  of  the  proposed
registration,  and any related qualification or compliance, to all other Holders
of Registrable Securities.

                    (c)  However,  the Company  shall not be obligated to effect
any such registration,  qualification or compliance  pursuant to this Section 3:
(I) if Form S-3 is not available  for such  offering by the Holders;  (2) if the
Holders,  together  with the  holders  of any other  securities  of the  Company
entitled  to  inclusion  in  such  registration,  propose  to  sell  Registrable
Securities  and such  other  securities  (if any) at an  aggregate  price to the
public (net of discount.  and commissions) of less than $15,000,000;  (3) if the
Company shall  furnish to the Holders a  certificate  signed by the President of
the Company stating that in the good faith judgment of the Board of Directors of
the  Company,  it  would  be  seriously  detrimental  to  the  Company  and  its
shareholders  for such Form S-3  Registration  to be effected  at such time,  in
which event the Company shall have the right to defer the filing of the Form S-3
registration  statement  once during any twelve month period for a period of not
more than one  hundred  twenty  (120) days after  receipt of the  request of the
Holder or Holders  under  this  Section 3; (4) if the  Company  has,  within the
twelve (12) month period  preceding the date of such request,  already  effected
two  registrations  off Form S-3 for the Holders  pursuant to this Section 3; or
(5) in any  particular  jurisdiction  in which the Company  would be required to
qualify to do business or to execute a general  consent to service of process in
effecting such registration, qualification or compliance.

                  (d) All expenses  incurred in connection with any registration
requested pursuant to this Section 3 shall be borne by the Holders in proportion
to the number of Registrable  Securities  owned by the Holders  included in such
registration at the time it goes effective.

          3.  Piggyback  Registrations.  The Company shall notify all Holders of
Registrable  Securities in writing at least thirty (30) days prior to filing any
registration statement under the

                                       2


<PAGE>

Registration Rights Agreement

Securities  Act for purposes of a public  offering of  securities of the Company
(including,  but not limited to,  registration  statements relating to secondary
offerings of securities of the Company,  but excluding  registration  statements
relating to employee  benefit  plans and  corporate  reorganizations),  and will
afford each such Holder an opportunity to include in such registration statement
all or part of such  Registrable  Securities  held by such  Holder.  Each Holder
desiring to include in any such  registration  statement  all or any part of the
Registrable  Securities  held by it shall,  within  twenty  (20) days  after the
giving of the above  described  notice by the Company,  so notify the Company in
writing,  which  notice  shall state the number of shares the Holder  desires to
include and the intended method of disposition of the Registrable  Securities by
such  Holder.  If a  Holder  decides  not to  include  all  of  its  Registrable
Securities in any registration statement filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its  securities,  all upon the terms
and conditions set forth herein.

                    (a) Underwriting.  If the registration statement under which
the Company gives notice under this Section 2 is for an  underwritten  offering,
the  Company  shall so advise the  Holders of  Registrable  Securities.  In such
event, the right of any such Holder to be included in a registration pursuant to
this Section 2 shall be  conditioned  upon such Holder's  participation  in such
underwriting  and the inclusion of such Holder'.  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  Registrable  Securities  through  such  underwriting  shall enter into an
underwriting  agreement in customary form with the  underwriter or  underwriter.
Selected  for such  underwriting.  Notwithstanding  any other  provision of this
Agreement,  if the underwriter  determines in good faith that marketing  factors
require a limitation of the number of shares to be  underwritten,  the number of
shares that may be included in the  underwriting  shall be allocated,  first, to
the Company  and  second,  to the Holders on a pro rata basis based on the total
number of Registrable  Securities  held by the Holders.  NO such reduction shall
reduce the  securities  being  offered by the  Company for its own account to be
included in the registration and underwriting.  If any Holder disapproves of the
terms of any such  underwriting,  such Holder may elect to withdraw therefrom by
written notice to the Company and the  underwriter,  delivered at least five (5)
days prior to the effective date of the registration statement.  Any Registrable
Securities  excluded or withdrawn from such underwriting shall be withdrawn from
the registration.

                 (b) Registration  Expenses. The Company shall bear all fees and
expenses  incurred in  connection  with all  registrations  under this Section 2
(including but not limited to all registration and qualification fees, printers'
and  accounting  fees,  fees and  disbursements  of counsel  for the Company and
reasonable fees and  disbursements of a single special counsel  representing all
or a majority of the  participating  Holders),  except  that each  participating
Holder shall bear its proportionate share of all brokers in connection with such
amounts payable to underwriters or offering for fees and commissions.

          4.  Obligations  of the  Company.  Whenever  required  to  effect  the
registration of any Registrable Securities,  the Company shall, as expeditiously
as reasonably possible:

                    (a) Prepare and file with the SEC a  registration  statement
with respect to such  Registrable  Securities  and use its best efforts to cause
such registration statement to become

                                       3
<PAGE>


Registration Rights Agreement


effective, and, upon the request of the Holders of a majority of the Registrable
Securities  registered  thereunder,  keep such registration  statement effective
until all such shares have been sold or are otherwise freely  transferable under
rule 144.

                    (b)  Prepare  and  file  with the SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement.

                    (c)  Furnish  to the  Holders  such  number  of  copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  document"  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                    (d) Use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue Sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

                    (e) In the event of any underwritten public offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing  underwriter(s) of such offering.  Each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

                    (f) Notify each Holder of Registrable  Securities covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

                    (g)  Furnish,  at  the  request  of  any  Holder  requesting
registration  of  Registrable  Securities  on the  date  that  such  Registrable
Securities are delivered to the  underwriters  for sale, if such  securities are
being  sold  through  underwriters,  or, if such  securities  are not being sold
through underwriters,  on the date that the registration  statement with respect
to such securities becomes effective,  (i) an opinion, dated as of such date, of
the counsel  representing the Company for the purposes of such registration,  in
form and substance as is customarily  given to  underwriters  in an underwritten
public  offering and  reasonably  satisfactory  to a majority in interest of the
Holders requesting registration,  addressed to the underwriters,  if any, and to
the Holders requesting  registration of Registrable Securities and (ii) a letter
dated as of such date, from the independent  certified public accountants of the
Company, in form and substance as is customarily given by independent  certified
public  accountants  to  underwriters  in an  underwritten  public  offering and
reasonably  satisfactory  to a majority in  interest  of the Holders  requesting
registration of Registrable Securities,  addressed to the underwriters,  if any,
and to the Holders requesting such registration.

                                       4
<PAGE>

Registration Rights Agreement

          5.  Furnish  Information.  It shall be a  condition  precedent  to the
obligations  of the  Company to take any action  pursuant to Sections 2, 3, or 4
that the selling Holders shall furnish to the Company such information regarding
themselves,  the Registrable Securities held by them, and the intended method of
disposition of such  securities as shall be required to effect the  registration
of their Registrable Securities.

          6. Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Agreement.

          7.  Indemnification.  In the  event  any  Registrable  Securities  are
included in a registration statement under Sections 2 or 3:

                    (a) To  the  extent  permitted  by  law,  the  Company  will
indemnify and hold harmless each Holder, the partners, officers and directors of
each Holder,  any underwriter (as defined in the Securities Act) for such Holder
and each  person,  if any, who controls  such Holder or  underwriter  within the
meaning of the Securities Act of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), against any losses, claims, damages, or liabilities (joint
or several)  to which they may become  subject  under the  Securities  Act,  the
Exchange  Act or other  federal or state law,  insofar as such  losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based  upon  any  of  the   following   statements,   omissions  or   violations
(collectively  a  "Violation"):  (i) any  untrue  statement  or  alleged  untrue
statement of a material fact contained in such registration statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments  or  supplements  thereto,  (ii) the omission or alleged  omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any state  securities  law in  connection  with the offering
covered by such registration statement; and the Company will reimburse each such
Holder, partner, officer or director,  underwriter or controlling person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity  agreement  contained in this subsection
7(a)  shall not apply to amounts  paid in  settlement  of any such loss,  claim,
damage,  liability or action if such settlement is effected  without the consent
of the Company (which consent shall not be unreasonably  withheld) nor shall the
Company be liable in any such case for any such loss, claim,  damage,  liability
or action to the extent that it arises out of or is based upon a Violation  that
occurs in reliance upon and in  conformity  with written  information  furnished
expressly for use in connection with such registration by such Holder,  partner,
officer, director, underwriter or controlling person of such Holder.

                    (b) To the extent permitted by law, each selling Holder will
indemnify  and hold  harmless the Company,  each of the  directors,  each of its
officers who have signed the registration  statement,  each person,  if any, who
controls the Company within the meaning of the Securities  Act, any  underwriter
and any other Holder selling securities under such registration statement or any
of such  other  Holder's  partners,  directors  or  officers  or any  person who
controls such Holder,  against any losses, claims, damages or liabilities (joint
or several) to which the Company or any

                                       5
<PAGE>


Registration Rights Agreement

such director,  officer,  controlling person,  underwriter or other such Holder,
partner or  director,  officer or  controlling  person of such other  Holder may
become  subject under the  Securities  Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereto) arise out of or are based upon any Violation,  in each case to
the extent (and only to the extent) that such Violation  occurs in reliance upon
and in conformity with written  information  furnished by such Holder  expressly
for use in  connection  with  such  registration;  and  each  such  Holder  will
reimburse any legal or any such other Holder, expressly each such owner expenses
reasonably  incurred  by the  Company  director,  officer,  controlling  person,
underwriter or partner,  officer,  director or controlling  person of such other
Holder in  connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action;  provided,  however,  that the indemnity agreement
contained in this Section 7(b) shall not apply to amounts paid in  settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld;  provided  further,  that in no event shall any  indemnity  under this
Section  7(b)  exceed the gross  proceeds  from the  offering  received  by such
Holder.

                    (c) Promptly  after  receipt by an  indemnified  party under
this  Section 7 of notice  of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made  against any  indemnifying  party under this Section 7, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  differing  interests  between such indemnified party and any other
party represented by counsel in such proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action,  if  prejudicial  to its ability to defend such  action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this Section 7, but the omission to deliver  written notice to the  indemnifying
party will not relieve it of any liability  that it may have to any  indemnified
party otherwise than under this Section 7.

                    (d) The  foregoing  indemnity  agreements of the Company and
Holders  are  subject  to the  condition  that,  insofar  as they  relate to any
Violation  made in a preliminary  prospectus  but  eliminated or remedied in the
amended  prospectus on file with the SEC at the time the registration  statement
in  question  becomes  effective  or the amended  prospectus  filed with the SEC
pursuant to SEC Rule 424(b) (the "Final  Prospectus"),  such indemnity agreement
shall not inure to the  benefit of any person if a copy of the Final  Prospectus
was furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action Is required by the Securities Act.

                    (e) The  obligations  of the Company and Holders  under this
Section 7 shall survive the completion of any offering of Registrable Securities
in a registration statement, and otherwise.

                                       6
<PAGE>


Registration Rights Agreement

          8. Assignment of Registration  Rights. The rights to Cause the Company
to register Registrable Securities pursuant to this Agreement may be assigned by
a Holder  to a  transferee  or  assignee  of  Registrable  Securities  provided,
however,  that no such  transferee or assignee shall be entitled to registration
rights under this Agreement  unless (i) immediately  following such transfer the
further  disposition  of  such  securities  by the  transferee  or  assignee  is
restricted under the Securities Act; and (ii) such assignment is approved by the
Company, which approval will not be unreasonably withheld. The Company shall be,
within a reasonable  time after such transfer,  furnished with written notice of
the name and address of such  transferee  or assignee  and the  securities  with
respect to which such  registration  rights are being assigned.  Notwithstanding
the  foregoing,  rights to cause  the  Company  to  register  securities  may be
assigned to any  constituent  partner of a Holder without  Company  approval and
without regard to any minimum amount of Registrable Securities.

         9. "Market  Stand-Off"  Agreement.  Each Holder  hereby  agrees that it
shall not, to the extent  requested by the Company or an  underwriter  of Common
Stock (or other  securities)  of the  Company,  sell or  otherwise  transfer  or
dispose  of any  Registrable  Securities  (other  than to donees who agree to be
similarly  bound) for up to ninety (90) days  following the effective  date of a
registration  statement of the Company filed under the Securities Act: provided,
however, that:

                    (a) Such  agreement  shall be  applicable  only to the first
next such  registration  statement of the Company which covers  securities to be
sold on its behalf to the public in an underwritten offering; and

                    (b) All officers and  directors of the Company and all other
persons with  registration  rights  (whether or not pursuant to this  Agreement)
enter into similar agreements.

          10. Amendment of Registration  Rights. Any provision of this Agreement
may be amended and the observance  thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively),  only with the
written  consent of the Company and the Holders of a majority of the Registrable
Securities.  Any amendment or waiver  effected in  accordance  with this Section
shall be binding upon each Holder and the Company. By acceptance of any benefits
under this Agreement, Holders of Registrable Securities hereby agree to be bound
by the provisions hereunder.

          11. Governing Law. This Agreement and the legal relations  between the
parties  arising  hereunder  shall be governed by and  interpreted in accordance
with the laws of the State of California  excluding that body of law relating to
conflicts of laws. The parties hereto agree to submit to the jurisdiction of the
federal  and state  courts of the State of  California  sitting  in the City and
County of San  Francisco  with respect to the breach or  interpretation  of this
Agreement  or the  enforcement  of any  and  all  rights,  duties,  liabilities,
obligations,  powers, and other relations between the parties arising under this
Agreement.

          12. Entire Agreement.  This Agreement  constitutes the full and entire
understanding and agreement between the parties regarding rights to registration
and the other subject  matter  hereof.  Except as otherwise  expressly  provided
herein, the provisions hereof shall inure to the benefit of,

                                       7
<PAGE>



Registration Rights Agreement


and be binding upon the successors,  assigns heirs, executors and administrators
of the parties hereto.

          13.  Notices.  Etc. All notices and other  communications  required or
permitted  hereunder shall be in writing and shall be deemed  effectively  given
upon  personal  delivery  to the  party to be  notified  or five (5) days  after
deposit with the United States mail, by  registered or certified  mail,  postage
prepaid,  addressed  (a) if to an Investor,  at such  Investor's  address as set
forth on  Exhibit  A, or at such  other  address  as such  Investor  shall  have
furnished to the Company in writing in  accordance  with this Section 14, (b) if
to any other holder of any securities or any Common Stock issued upon conversion
of Preferred  Stock,  at such address as such holder  shall have  furnished  the
Company in writing in accordance with this Section 14, or, until any such holder
so furnishes  an address to the Company,  then to and at the address of the last
holder who has furnished an address to the Company, or (c) if to the Company, at
its principal office.

          14.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         IN WITNESS  WHEREOF,  the undersigned  have executed this  Registration
Rights Agreement as of _________________, 199_.

THE COMPANY:

Instant Video Technologies, Inc. a California corporation

By: __________________________________

Title: _______________________________

INVESTOR

By: __________________________________

Title: _______________________________


                                       8
<PAGE>

                                                                       EXHIBIT D

                   VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT

             This VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT is entered into as
of  ____________,  199_ by the undersigned  shareholder (the  "Shareholder")  of
Instant Video Technologies,  Inc., a Delaware  corporation (the "Company"),  and
_____________, whose address is _________________________________.

                                    RECITALS

          A. As of the above listed date,  the Investor is  purchasing  units of
investment  ("Units"),  each of which  consists  of (i)  150,000  shares  of the
Company's  Series B  Preferred  Stock  ("Series B Stock")  and (ii) a warrant to
purchase  19,500 shares of the  Company's  Common Stock  ("Common  Stock") at an
exercise  price of $2.00 per  share,  pursuant  to that  certain  Unit  Purchase
Agreement between the Company and the Investors dated as of the date hereof (the
"Purchase Agreement"). Additional purchasers of Units may execute this Agreement
as  "Investors",  whereupon  such  purchasers  will be included  within the term
"Investors" as used herein.

          B. The Company has a seven member Board of Directors (the "Board").

          C. It is a  condition  to the  investment  by the  Investor  under the
Purchase  Agreement  that the on-going  composition of the Board of Directors of
the Company be established in an agreed upon manner.

          D. It is also a condition to the  investment by the Investor that they
be granted a Right of First  Refusal to purchase any shares of Common Stock that
are offered for sale by the Shareholders.

          B.  This  Agreement  is  being  made by the  various  Shareholders  as
additional  consideration  for the  investment  by the  Investor  and  with  the
acknowledgement  of the  Shareholders  that the Investors are relying  hereon in
making their investments.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

          Voting Rights 1

             1.1 Investor  will vote all shares of capital  stock of the Company
(whether Preferred,  Common or otherwise) that such Investor may own, control or
have the power to vote from time to time,  and, to the extent  additional  votes
are necessary,  each  Shareholder  will vote a pro rata number of shares of such
capital  stock  (based on the  ratio  that the  number  of shares  owned by such
Shareholder bears to the total number of shares owned by all Shareholders)  that
such  Shareholder may own,  control or have the power to vote from time to time,
in such a manner as will ensure the  election of two (2)  directors to the Board
nominated by Investors holding a majority of the shares of Series B Stock and/or
Common Stock then held by all Investors (the Majority Investors).

             1.2. Within five (5) days after receipt of notice of any meeting of
shareholders of the Company at which  directors are to be elected,  the Majority
Investors shall submit to the


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Voting and Right of First Refusal Agreement

Company and to the other  Investors  the names of the  Investors'  nominees  for
director and such additional  information regarding such nominees as the Company
may reasonably request.

             1.3 In the event of any resignation, removal or death of a director
nominated  or elected in the manner  specified  in paragraph  (1),  above,  each
Shareholder  and Investor  will take such action as is necessary to replace such
director  with a person  nominated in the manner  specified in paragraph 1 which
caused the election of such director.

             1.4 The  Shareholders,  the Company and the Investor  will not take
any action to cause the removal of a director nominated or elected in the manner
specified  in  paragraph 1 without the approval of the persons who had the right
to cause such  nomination as provided in paragraph 1, except where such director
has committed criminal acts, has acted in a grossly improper or negligent manner
or has committed acts in bad faith.

             1.5 The  Shareholders  and  Investor  will take such  action as the
Majority  Investor  reasonably  may request or as otherwise  may  reasonably  be
required in order to  effectuate  the  nomination  and  election of directors as
provided in paragraph 1.

             1.6 This Agreement will apply to votes on the election of directors
to the Board, whether such votes involves cumulative voting or otherwise.

             1.7 Each of the parties  agree to use its best efforts to cause the
persons  selected in the manner  described in  paragraph 1 to be  nominated  for
election to the Board.

             Right of First Refusal 2

             2.1 During  the  twelve  (12)  month  period  following  the second
closing of the sale of Units by the Company (or  following  the first closing of
such sale in the absence of any additional  closings  after the first  closing),
each  Investor has the right of first refusal to purchase  such  Investor's  pro
rata share (as  defined  below) of all,  and not less than all, of any shares of
Common Stock that any  Shareholder  may, from time to time,  propose to sell and
issue.  An  Investor's  "Pro Rata  Share"  for  purposes  of this right of first
refusal is the ratio of the (a) number of shares of Common  Stock into which the
shares of the Company's Series B Convertible  Preferred Stock ("Series B Stock")
then held by such Investor are convertible,  plus the number of shares of Common
Stock held by the Investor that were received upon  conversion of the Investor's
Series B Stock and received upon exercise of the warrants issued to the Investor
concurrently with the issuance of Series B Stock ("Warrants"),  to (b) the total
number of shares of Common Stock into which outstanding shares of Series B Stock
held by all Investors are convertible, plus the total number of shares of Common
Stock  that  were  issued to  Investors  upon  conversion  of Series B Stock and
received upon exercise of Warrants.

             2.2 In the event  that a  Shareholder  proposes  to sell  shares of
Common Stock, such Shareholder shall give to each Investor written notice of the
Shareholder's  intention,  describing the price and the general terms upon which
the  Shareholder  proposes to sell the same.  Each Investor  shall have ten (10)
days  from the date of  mailing  of any such  notice to agree to  purchase  such
Investor's  pro rata share of such shares of Common Stock for the price and upon
the  general  terms  specified  in the  notice by giving  written  notice to the
Shareholder and stating therein the

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Voting and Right of First Refusal Agreement


quantity of such shares to be purchased.  Each purchasing  Investor shall have a
right of  over-allotment  such that if any other Investor fails to exercise such
other  Investor's  right hereunder to purchase such Investor's pro rata share of
such shares, the purchasing  Investor may purchase the nonpurchasing  Investor's
unpurchased   pro  rata  share,   within  five  (5)  days  from  the  date  such
nonpurchasing  Investor  fails to exercise such  Investor's  right  hereunder to
purchase  such  nonpurchasing  Investor's  full pro rata share of such shares of
Common Stock.

          2.3 In the event that the Investors fail to exercise in full the right
of first  refusal with  respect to all shares of Common Stock being  offered for
sale by a  Shareholder  within  such ten (10) plus five (5) day period (it being
the intention of the parties that unless the right of first refusal is exercised
as to all such  shares,  the  Shareholder  may sell all or any  portion  of such
shares as hereinafter provided),  the Shareholder shall have 120 days thereafter
to sell (or enter into an  agreement  pursuant  to which the sale of such shares
covered  thereby  shall be closed,  if at all,  within 120 days from the date of
said  agreement)  all or any portion of such shares of Common  Stock  respecting
which  the  Investors'  rights  were not  fully  exercised,  at a price and upon
general  terms  no  more  favorable  to the  purchasers  than  specified  in the
Shareholder's notice to the Investors. In the event that the Shareholder has not
sold the shares of Common Stock within such 120-day  period (or sold such shares
in  accordance  with  the  foregoing  within  120  days  from  the  date of such
agreement), the Shareholder shall not thereafter sell any shares of Common Stock
without first offering such shares pursuant to this Section 2.

          2.4 Co-sale  Agreement.  The stock held by certain founders and senior
management of the Company shall be made subject to a co-sale agreement  (subject
to certain  reasonable  exceptions) with the holders of Series B Preferred Stock
such that the  founders  may not sell,  transfer or exchange  their stock unless
each holder of the Series B Preferred  Stock has the  opportunity to participate
in the sale on a pro rata  basis on the same  terms and  conditions.  This right
shall terminate on a Qualified Public Offering with an aggregate  offering price
for all shares of at least  $15,000,000.  The co-sale  agreement shall provide a
right of first refusal in favor of the Preferred  Stock and the other classes of
preferred  stock  with  respect to sales of Common  Stock by  certain  founders.
Senior officers of the Company will be prohibited  from selling shares,  whether
publicly or in private  sales,  in any amount  greater than the number of shares
that could be sold to the public by such officers under the volume  restrictions
imposed by Rule 144.

             3. Each Shareholder and Investor  represents that it has full power
and authority to vote the shares of stock of which it is the  beneficial  holder
on the books and  records of the  Company,  and that it will not  alienate  such
power  and  authority  separate  and  apart  from  the  transfer  of  beneficial
ownership.  Each of the Shareholders and Investors  acknowledges and agrees that
this  Agreement is intended to bind the  successors  and assigns of such person,
and accordingly that:

                 3.1 such  person will not  transfer  any shares of stock in the
Company or warrants,  options or other  rights to purchase or acquire  shares of
stock in the Company  (collectively,  rights) without obtaining the transferee's
written agreement to the terms hereof; and

                 3.2 such  person will  deliver to the Company the  certificate"
representing  his  shares of stock in the  Company  or Rights in order  that the
Company may place thereon the following restrictive legend:


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Voting and Right of First Refusal Agreement


THESE SECURITIES ARE SUBJECT TO THE TERMS OF A VOTING AND RIGHT OF FIRST REFUSAL
AGREEMENT,  THE TERMS OF WHICH ARE AVAILABLE  FROM THE SECRETARY OF THE COMPANY.
SUCH VOTING AND RIGHT OF FIRST  REFUSAL  AGREEMENT IS BINDING UPON ANY HOLDER OF
THESE SECURITIES AND ANY SUCCESSOR OR ASSIGN OF ANY HOLDER OF THESE SECURITIES.

          4. The Company  agrees to promptly  effect the legending of securities
as provided in paragraph 9(b), above.

          5. Each  Shareholder,  each Investor and the Company  acknowledge that
damages would be an insufficient  remedy in the event of the breach hereof,  and
hereby  consents  to any  entry of  equitable  relief  in the  event of a breach
hereof. Each party consents to the jurisdiction and proper venue of any state or
federal  court  sitting in the City and County of San Francisco in any action to
enforce the terms hereof.

          6. This Agreement may not be amended without the consent of a majority
in interest of the Shareholders, the Company and the Majority Investors.

          7. This  Agreement will terminate once there are fewer than 50% of the
greatest number of shares of Series B Stock previously  outstanding,  other than
by reason of a reverse stock split.

          8. Each Shareholder and the Company acknowledge that the Investors are
intended third party beneficiaries of this Agreement.

          9. The  Company  will cause  each  Shareholder  to have  notice of all
information necessary to effect the provisions of this Agreement.

          10. The  Agreement may be executed in multiple  counterparts,  each of
which will be an original.  This Agreement  will be governed by the  substantive
laws of the State of California.


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Voting and Right of First Refusal Agreement


          11. Each party to this Agreement agrees not to take any action,  or in
any way encourage,  condone, solicit, or support any action, that would have the
effect of producing a Board composed other than as specified in paragraph 1, but
rather to take all  actions  necessary  to  encourage  and  promote  such  Board
composition.

         IN WITNESS OF THIS  AGREEMENT  the parties  hereto have  executed  THIS
VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT as of __________, 199_.

THE COMPANY:

Instant Video Technologies, Inc.
A Delaware Corporation

By: ____________________________________

Title: _________________________________

INVESTOR:

By: ___[name]________

By: ____________________________________

Title: _________________________________



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