UNIT PURCHASE AGREEMENT

         This UNIT PURCHASE  AGREEMENT  (this  "Agreement")  is made and entered
into as of February 14, 1996 by and among  Instant Video  Technologies,  Inc., a
Delaware corporation (the "Company"),  and the parties listed on the Schedule of
Investors attached to this Agreement as Exhibit A (each hereinafter individually
referred to as an "Investor" and collectively referred to as the "Investors").


                              W I T N E S S E T H:

         WHEREAS,  the  Company  desires  to  sell  to the  Investors,  and  the
Investors  desire to purchase  from the Company,  units of  investment,  each of
which consists of (i) one share of the Company's Series F Convertible  Preferred
Stock (the  "Series F Stock")  and (ii) a warrant to  purchase  one share of the
Company's  Common Stock (a "Warrant") at a warrant  exercise  price of $1.00 per
share (individually,  a "Unit" and collectively,  the "Units"), on the terms and
conditions set forth in this Agreement;

         NOW, THEREFORE, THE 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 F Preferred Stock (the "Series F 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  subsequent to the
Closing to eliminate all provisions relating to the Company's  authorized shares
of Series A, Series B, Series C and Series D Convertible  Preferred Stock,  none
of which shares shall then be outstanding,  and redesignate the Company's Series
E Convertible Preferred Stock ("Series E Stock") as Series A Preferred Stock and
the Series F Stock as Series B 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 E Stock and Series
F Stock shall be deemed to refer to the Company's Series A Convertible Preferred
Stock and Series B Convertible Preferred Stock, respectively.

                  1.2 Agreement to Purchase and Sell. The Company agrees to sell
to each  Investor at the Closing,  and each Investor  agrees,  severally and not
jointly,  to purchase  from the Company at the Closing,  the number of Units set
forth beside such Investor's name

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on Exhibit A, at a price of $1.00 per Unit. The shares of Series F Stock and the
Warrants  purchased and sold pursuant to this  Agreement  shall be  collectively
hereinafter referred to as the "Purchased Securities",  and the shares of Common
Stock issuable upon conversion of the shares of Series F 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. CLOSING.

                  2.1 The  Closing.  The  purchase  and  sale  of the  Purchased
Securities  shall take place at the offices of Carr,  DeFilippo & Ferrell,  LLP,
2225 East Bayshore Road, Suite 200, Palo Alto, California, at 10:00 a.m. Pacific
Time,  on  February  14, 1996 or at such other time and place as the Company and
Investors  who have agreed to purchase a majority  of the  Purchased  Securities
listed on Exhibit A mutually agree upon (which time and place are referred to in
this Agreement as the  "Closing").  At the Closing,  the Company will deliver to
each  Investor a certificate  representing  the number shares of Series F Stock,
and a  warrant  in the form of  Exhibit  C hereto  representing  the  number  of
Warrants,  that such  Investor  has  agreed to  purchase  hereunder  as shown on
Exhibit A against  delivery to the Company by such Investor of the full purchase
price of such Purchased  Securities,  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 Closing(s).

                           (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, 1996, the Company may at one or more additional  closings
(each an "Additional  Closing"),  without  obtaining the  signature,  consent or
permission  of any of the  Investors,  offer and sell to other  investors  ("New
Investors"),  at a price of $1.00 per Unit,  (i) up to that number of Units such
that the total number of Units sold by the Company  (inclusive  of the number of
Units sold at the  Closing  and at any prior  Additional  Closings)  equals five
million  (5,000,000).  New  Investors  may include  persons or entities who were
previously Investors under this Agreement.  It is the expectation of the parties
that one such Additional Closing will take place for the purchase and sale of up
to an  additional  500,000 of Units on or about  February 23, 1996 to persons or
entities introduced to the Company by the Investors.

                           (b)  Amendments.  The Company  and the New  Investors
purchasing Units at each Additional Closing will execute  counterpart  signature
pages to this  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

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Agreement and the Voting Agreement,  each to the same extent as if they had been
Investors at the Closing.  Immediately after each Additional Closing,  Exhibit A
to this  Agreement  will be amended to list the New Investors  purchasing  Units
hereunder and the number of Units purchased by them under this Agreement at such
Additional  Closing.  Upon the completion of each Additional Closing as provided
in this Section 2, each New Investor will be deemed to be an "Investor"  for all
purposes of this Agreement,  the  Registration  Rights  Agreement and the Voting
Agreement.  The Company will  promptly  furnish to each  Investor  copies of the
amendments to Exhibit A referred to in the preceding sentence.

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

                  3.1 Organization1 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,  this Agreement,  the  Registration  Rights Agreement and the
Voting  Agreement  has been taken or will be taken prior to the Closing and this
Agreement  constitutes,  and the  Registration  Rights  Agreement and the Voting
Agreement when executed 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
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.

                  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 the  Closing  the
capitalization of the Company will consist of the following:

                           (a)  Preferred  Stock.  A total  of  11,938,467.32

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authorized shares of preferred stock, $.000l par value per share (the "Preferred
Stock"),  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-l 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 (all such Series A through D
Convertible  Preferred Stock having previously either been converted into Common
Stock or contributed back to the Company), 1,000,000 shares designated as Series
E Convertible  Preferred Stock,  500,000 of which will be issued and outstanding
and  5,000,000  shares  of  Series F Stock,  none of which  will be  issued  and
outstanding.

                           (b) Common Stock. A total of  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 E Stock and the Series F Stock, (ii)
the right of first  refusal  granted to the  Investors  hereunder,  (iii)  other
outstanding  options,  warrants,  rights  or  agreements  for  the  purchase  or
acquisition of not in excess of 4,200,000  Common Stock  equivalents;  there are
not  outstanding  any  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.  Apart from the exceptions  noted in this Section 3.2(c),  and except for
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 to state a material fact
necessary to make the statements therein or herein not misleading;  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 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.

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         4.  REPRESENTATIONS,  WARRANTIES  AND CERTAIN  AGREEMENTS OF INVESTORS.
Each Investor  hereby  represents and warrants to, and agrees with, the Company,
severally and not jointly, 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 has been taken or will be taken prior to the
Closing and this Agreement constitutes such 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.  Each  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 such Investor  hereunder  will be acquired for  investment for such
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 the  information  that the 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 document, 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.

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                  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 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 resales 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 then in effect a registration

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statement  under  the 1933  Act  covering  such  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. It is understood that the certificates evidencing
the Purchased  Securities  and the Common Shares will bear the legends set forth
below:

                           (a) 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  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 of the California Corporations Code or any
other state securities laws, including legends on certificates evidencing shares
of Series F 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:

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                                    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  legended  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.

         5. CONDITIONS TO INVESTORS'  OBLIGATIONS AT CLOSING. The obligations of
each 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 D (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

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as Exhibit E (the "Voting Agreement") shall each have executed and delivered the
Voting Agreement.

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

                  6.1  Representations  and Warranties.  The representations and
warranties of such 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.  Each  Investor  shall have
delivered  to the Company the  purchase  price  specified  for such  Investor on
Exhibit A 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.

                  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 F Stock,  including  each
holder of Common Stock received upon  conversion of such holder's Series F Stock
(a "Holder"),  has the right of first refusal to purchase such Holder's 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 F 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 F Stock and received upon exercise of Warrants, to (b) the total
number of shares of Common Stock into which all currently

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outstanding  shares of Series F Stock are convertible,  plus the total number of
shares of Common  Stock that were issued upon  conversion  of Series F 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 E or 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  overallotment  such that if any other
Holder fails to exercise such other  Holder's  right  hereunder to purchase such
Holder's pro rata share of New  Securities,  the purchasing  Holder may purchase
the nonpurchasing Holder's unpurchased pro rata share, within five (5) days from
the date  such  nonpurchasing  Holder  fails to  exercise  such  Holder's  right
hereunder to purchase  such  nonpurchasing  Holder's  full pro rata share of New
Securities.

                  7.4 Failure to Exercise. In the event that the Holders fail 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

                                       10

<PAGE>


provided),  the Company shall have 120 days thereafter to sell (or enter into an
agreement  pursuant to which the sale of New Securities covered thereby 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 such 120-day period (or sold and issued
New Securities in accordance with the foregoing within 120 days from the date of
such  agreement),  the  Company  shall  not  thereafter  issue  or sell  any New
Securities  without first offering such New Securities  pursuant to this Section
7.

                  7.5  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  at a price  per  share of at  least  $4.00,  with an  aggregate
offering  price for all shares  under such  registration  statement  of at least
$3,000,000.

         8. MISCELLANEOUS.

                  8.1 Survival of Warranties.  The  representations,  warranties
and  covenants of the Company and the Investors as 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.

                  8.2 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.

                  8.3 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.

                  8.4  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.

                                       11

<PAGE>


                  8.5 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.

                  8.6 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.

                  8.7 Finder's Fees.  Other than fees that may be payable by the
Company to Mr. Bennett  Johnston (the amount of which may be subject to dispute)
and a 100,000 Unit  commission  payable to Stuart Rudick which shall in no event
exceed  100,000  options to purchase  the  Company's  Common  Stock at $1.00 per
share,  each party  represents  that it neither is nor will be obligated for any
finder's or broker's fee or commission in connection with this transaction. Each
Investor agrees to indemnify and to hold 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.

                  8.8  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.

                  8.9  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 (either  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 F 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 F Stock then are  convertible  and/or have been
converted (excluding any of such

                                       12

<PAGE>


shares  that have been sold to the  public or  pursuant  to SEC Rule  144).  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.

                  8.10 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 provision(s) were so excluded and shall be enforceable in
accordance with its terms.

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

                  8.13  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.



                  [remainder of page intentionally left blank]



                                       13

<PAGE>


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


THE COMPANY:                               THE INVESTORS:


Instant Video Technologies, Inc.           Storie Partners, a California
  a Delaware corporation                     limited partnership


By: _________________________________      By: Storie Advisors, Inc.,
                                                 General Partner
Title: ______________________________
                                           By: _________________________________

                                           Title: ______________________________



                                           Mindful Partners, a
                                             California limited
                                             partnership

                                           By: _________________________________
                                               Stuart Rudick
                                               General Partner


                                           Executed April ___, 1996


                                           _____________________________________
                                           Reed Slatkin


                                           Executed ______________________, 1996



                                           Delaware Charter Guaranty and
                                           Trust Company FBO Stuart L.
                                           Rudick IRA Rollover


                                           By: _________________________________

                                           Title: ______________________________


                                           Executed April ___, 1996


                                           _____________________________________
                                           ROBERT LONDON


                                           Executed June __, 1996


                                       14

<PAGE>


                                LIST OF EXHIBITS


          Exhibit A - Schedule of Investors

          Exhibit B - Certificate of Designation

          Exhibit C - Form of Warrant

          Exhibit D - Registration Rights Agreement

          Exhibit E - Voting and Right of First Refusal Agreement



<PAGE>


                                    EXHIBIT A

                              Schedule of Investors


                                 Shares of Series F                   Purchase
Investor                          Stock Purchased       Warrants       Price
--------                          ---------------       --------       -----

Storie Partners                      700,000            700,000      $700,000
One Bush Street
Suite 1350
San Francisco, CA 94104
Att: ___________________


Mindful Partners                     250,000(1)         250,000(1)   $250,000(1)
591 Redwood Highway
Suite 5295
Mill Valley, CA 94941
Att: Stuart Rudick


Reed Slatkin                         200,000            200,000      $200,000
890 North Kellogg Avenue
Santa Barbara, California 93111


Delaware Charter Guaranty             75,000             75,000      $ 75,000
Trust Company FBO Stuart L.
Rudick IRA Rollover
c/o Mindful Partners
591 Redwood Highway
Suite 5295
Mill Valley, CA 94941
Att: Stuart Rudick


Robert London                        100,000            100,000      $100,000
c/o Crittendon Roth & Co.
809 Presidio Avenue
Santa Barbara, CA 93101


---------------------
     (1) $150,000 of which was invested on or about February 14, 1996,  with the
remaining $100,000 invested in April 1996.


<PAGE>


                                   EXHIBIT B

                           CERTIFICATE OF DESIGNATION




<PAGE>


                                   Exhibit A
                      Series F Convertible Preferred Stock

WHEREAS,  the Certificate of  Incorporation  of the  Corporation  provides for a
class of shares of stock designated "Preferred Stock," 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 Corporation desires to designate a Series F Convertible  Preferred
Stock;

NOW,  THEREFORE,  be it resolved that there shall be another series of Preferred
Stock of the Corporation  designated "Series F Convertible Preferred Stock." The
number of shares of Series F 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 F 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 will apply:

         (a)  "Additional  Shares of Common  Stock"  means all  shares of Common
Stock issued or deemed issued by the Corporation after the sale of any shares of
Series F  Stock,  whether  or not  subsequently  reacquired  or  retired  by the
Company,  other than (i) shares of Common  Stock issued upon  conversion  of the
Corporation's Series A through F Convertible  Preferred Stock; or (ii) shares of
Common Stock (and any related options or warrants therefor) 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 of the Corporation.

         (d) "Common Stock's 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 Company as of the applicable date.

         (e) "Corporation" means this corporation.

                                       1

<PAGE>


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

         (g) "Series F Stock"  means the Series F  Convertible  Preferred  Stock
established hereby.

         (h)  "Reference  Date" means,  with respect to the Series F 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 F
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 holder of each
share of Series F 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,  and  after  any  payment  or
distribution  shall be made on the  Series E  Convertible  Preferred  Stock,  an
amount per share equal to $1.00, adjusted for any combinations,  consolidations,
or stock  distributions or 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 F Stock. If the assets and funds to be distributed among
the holders of the Series F 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  F Stock in
proportion to the aggregate  preferential amount of all shares of Series F Stock
held by them.  After payment has been made to the holders of the Series F Stock,
the  holders of the  Common  Stock  shall be  entitled  to share  ratably in the
remaining  assets on the basis of the  number of shares of Common  Stock held by
them at the time of such liquidation.

         (b) For  purposes of this Section 3, 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,

                                       2

<PAGE>


merger, sale of assets, or reorganization shall not be treated as a liquidation,
dissolution or winding up.

         4.  Conversion.  The  holders  of the  Series  F Stock  will  have  the
following conversion rights:

         (a) Right to Convert. Each share of Series F 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.

         (b) Conversion  Price. Each share of Series F Stock will be convertible
into the  number of shares of Common  Stock  which  results  from  dividing  the
conversion  price  of the  Series  F 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 for the Series F 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.

         (c) Mechanics of Conversion.  Each holder of Series F Stock who desires
to convert the same into shares of Common Stock will  surrender the  certificate
or certificates therefor, duly endorsed, at the office of the Corporation or any
transfer  agent for the Series F 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 F Stock  being
converted.  Thereupon 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 F 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 F 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.

         (d) Adjustment for Stock Splits and Combinations. If the Corporation at
any time or from time to time  after the  Reference  Date of the  Series F Stock
effects a subdivision of the outstanding  Common Stock, the Conversion Price for
such  Series F 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 F Stock  combines the
outstanding  shares  of  Common  Stock  into a smaller  number  of  shares,  the
Conversion  Price  for the  Series  F Stock in  effect  immediately  before  the
combination will be proportionately

                                       3

<PAGE>


increased.  Any adjustment  under this Section 4(d) will become effective at the
close of business on the date the subdivision or combination becomes effective.

         (e) 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
Stock,  in each such event the  Conversion  Price for the Series F 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 therefor,  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  4(e) to reflect  the actual
payment of such dividend or distribution.

         (f)  Adjustments  for  Other  Dividends  and   Distributions.   If  the
Corporation  at any time or from time to time  after the  Reference  Date of the
Series F 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 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 F Stock
or with respect to such other securities by their terms.

         (g) Adjustment for Reclassification,  Exchange and Substitution.  If at
any time or from time to time  after the  Reference  Date of the Series F 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

                                       4

<PAGE>


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 Section  3(b)),  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 F
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.

         (h)  Reorganizations.  If at any time or from  time to time  after  the
Reference  Date of the Series F 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 4 or in Section  3(b)),  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  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 will be made in the
application  of the  provisions  of this Section 4 with respect to the rights of
the holders of Series F Stock after such capital  reorganization to the end that
the provisions of this Section 4 (including  adjustment of the Conversion  Price
then in  effect  and the  number  of  shares  issuable  upon  conversion  of the
Preferred Stock) will be applicable after that event and be as nearly equivalent
as practicable.

         (i)  Adjustment to Series F Stock  Conversion  Price For Sale of Shares
Below Conversion Price.

                  (A) If at any time or from time to time  after  the  Reference
Date for the Series F Stock, the Corporation  issues or sells Additional  Shares
of Common Stock,  other than as a dividend or other distribution on any class of
stock with a Conversion  Price adjustment as provided herein and other than upon
a subdivision or  combination of shares of Common Stock with a Conversion  Price
adjustment  as  provided  herein,  for a  consideration  per share less than the
then-existing  Conversion  Price for Series F Stock then,  and in each case that
the  consideration  per share is less than such  Conversion  Price for  Series F
Stock then in effect,  such Conversion Price will be reduced,  as of the opening
of  business  on the  date of such  issue  or  sale,  to a price  determined  by
multiplying that

                                       5

<PAGE>


Conversion Price by a fraction (1) the numerator of which will be the sum of (a)
the  number of shares of Common  Stock  outstanding,  immediately  prior to such
issue or sale,  plus (b) 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 (2) the denominator of which will be the
sum of (a) the number of shares of Common Stock outstanding immediately prior to
such issue or sale plus (b) the number of such Additional Shares of Common Stock
so issued (or deemed issued).

                  (B) For the purpose of making any adjustment in the Conversion
Price for the Series F Stock under this Section 4(i),  consideration received by
the Corporation for any issue or sale of securities will:

                           (1) 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;

                           (2) 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

                           (3) 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.

                  (C) For the purpose of the adjustment provided in this Section
4(i),  if at any time or from  time to time  after  the  Reference  Date for the
Series F 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 then-existing  Conversion Price for the Series F 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 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

                                       6

<PAGE>


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(i)(C),  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 Series F 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  Stock on 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  Series F 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
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  on the  conversion  of such  Convertible
Securities.

                  (D) For the purpose of the adjustment provided in this Section
4(i),  if at any time or from  time to time  after  the  Reference  Date for the
Series F 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 Series F 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 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 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(i)(D),  the term "Effective  Price" means
the quotient determined by dividing the total amount

                                       7

<PAGE>


of such  consideration  by such maximum  number of  Additional  Shares of Common
Stock.  No  further  adjustment  of the  Conversion  Price  for  Series F 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
Stock upon the  conversion of such  Convertible  Securities.  The  provisions of
Section 4(i)(C) hereof for the  readjustment  of the Conversion Price for Series
F 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 4(i)(D).

         (j)  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.

         (k) Notices of Record Date. Upon (i) any taking by the Corporation of a
record of the holders of any Series F 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 F 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

                                       8

<PAGE>


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 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  Series F Stock  and such  waiver if
obtained automatically will be binding upon all holders of Series F Stock.

         (1) Automatic Conversion.

                  (i) Subject to the  provisions  of Section  4(l)(iii)  hereof,
each  share of Series F 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 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,  with
an aggregate offering price for all shares under such Registration  Statement of
at least $3,000,000.00,  (B) at such time as less than 20% of the Series F Stock
issued pursuant to the Corporation's  initial offering of up to 4,000,000 shares
of Series F Stock remains  outstanding  or (C) upon the  voluntary  consent of a
majority  of the voting  power of the then  outstanding  shares of such Series F
Stock.

                  (ii) Automatic conversion under Section 4(l)(i) hereof will be
conditioned upon payment by the Corporation of all declared and unpaid dividends
on the outstanding Series F 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.

                  (iii) Upon the  occurrence  of any of the events  specified in
Section  4(l)(i) hereof,  the  outstanding  shares of the Series F 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  unless the  certificates  evidencing  such
shares of Series F 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 Series F Stock,  the holders of the Series F
Stock will

                                       9

<PAGE>


surrender  the  certificates  representing  such  shares  at the  office  of the
Corporation  or any  transfer  agent  for the  Series F 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 F Stock  surrendered  were convertible on the date on
which such automatic conversion occurred.

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

         (n) 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 F 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 F 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 F 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.

         (o) Notices. Any notice required by the provisions of this Section 4 to
be given to or by the  holders  of shares of the  Series F 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.

         (p) 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 F 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 F
Stock so converted were registered.

         (q) 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

                                       10

<PAGE>


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 F Stock against dilution or other impairment.

         5. Voting Rights. Each share of Series F Stock shall entitle the holder
to one (1) vote and with  respect to each such vote a holder of shares of Series
F Stock shall have full voting  rights 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.

         6.  Redemption   Provisions.   Commencing  on  February  26,  1996  and
continuing  through  November 26, 1996,  any shares of Series F Stock which have
not been converted into Common Stock may be redeemed by the Corporation upon the
payment of $1.25 per share to the holder  thereof  after  giving 30 days written
notice.

         7.  Status of  Converted  or  Reacquired  Stock.  In case any shares of
Series F 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.

         8.  Restrictions  and  Limitations.  So long as any  shares of Series F
Stock remain outstanding, the consent of the holders of a majority of the Series
F 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

         (b)  involves  the  issuance of  Additional  Shares of Common  Stock or
Convertible Securities.

                                       11

<PAGE>


                                   EXHIBIT C

                                FORM OF WARRANT




<PAGE>


THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER
THE  SECURITIES  LAWS  OF  CERTAIN  STATES.   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 UNIT PURCHASE  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

                         (Void after February 26, 1997)


         This  certifies  that  ________________________________________________
(the  "Purchaser"),  for value  received,  is entitled to purchase  from INSTANT
VIDEO TECHNOLOGIES,  INC., a Delaware corporation (the "Company"), the number of
shares of fully paid and nonassessable  shares of Common Stock, no par value, of
the Company ("Common Stock") calculated in accordance with paragraph 1 below, at
the price per share designated in paragraph 1 below (the "Warrant Price"), at or
before 5:00 P.M.  (Pacific Standard Time) on February 26, 1997 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 that certain Unit Purchase Agreement
(the  "Agreement")  dated as of February  14,  1996  between  the  Company,  the
Purchaser  and  certain  additional  investors.  The  holder of this  Warrant is
subject to certain restrictions set forth in the Agreement.

                                       1

<PAGE>


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

         1. The exercise  price per share payable upon exercise of this Warrant,
as adjusted from time to time pursuant to paragraph 7 below,  shall be $1.00 per
share.  The  number  of  shares  of Common  Stock as to which  this  Warrant  is
initially  exercisable  shall be equal to the number of shares of the  Company's
Series F Convertible  Preferred Stock purchased by the Purchaser pursuant to the
Agreement.

         2. The purchase  rights  represented by this Warrant are exercisable at
the option of the holder of record hereof,  either as an entirety,  or from time
to time for any part of the shares of Common  Stock (but not for a fraction of a
share) which may be purchased hereunder.  In case of a purchase of less than all
the shares which many 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
purchase.

         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. Nothing  contained in this Warrant  shall be construed as conferring
upon the holder hereof or any other person the right to vote or to consent or to
receive notice as a stockholder in respect of meetings of  shareholders  for the
election  of  directors  of the  Company  or any  other  matters  or any  rights
whatsoever as a shareholder  of the Company;  and no dividends or interest shall
be payable or accrued  in respect of this  Warrant or the  interest  represented
hereby or the shares  purchasable  hereunder until, and only to the extent that,
this Warrant shall have been exercised.

         5. This Warrant,  with or without similar  Warrants,  when  surrendered
properly  endorsed at the principal  offices of the Company may be exchanged for
another  Warrant  or  Warrants  of  different  denominations,  of like tenor and
representing  in the  aggregate the right to purchase a like number of shares of
Common Stock of the company.

         6. This  Warrant  is  transferable  on the books of the  Company at its
principal  office  by the  above  named  holder  of  record in person or by duly
authorized  attorney,  upon  surrender of this Warrant  properly  endorsed.  The
Company  may treat the holder of record of this  Warrant as the  absolute  owner
hereof for all purposes and shall not be affected by any notice to the contrary.

         7. In the  event of  changes  in the  outstanding  Common  Stock of the
Company by reason of stock dividends, split-ups,

                                       2

<PAGE>


recapitalizations,  reclassifications,  mergers, consolidations, combinations or
exchanges of shares, separations,  reorganizations,  liquidations,  or the like,
the number and class of shares  available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company. The adjustment shall be such as will give the holder of the Warrant
on exercise for the same  aggregate  Warrant Price the total  number,  class and
kind of shares as such holder  would have owned had the Warrant  been  exercised
prior to the event and had such holder continued to hold such shares until after
the event requiring adjustment.

         8. No  fractional  share 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 Purchaser.

         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,  by
the  holder  hereof in person or by duly  authorized  attorney,  subject  to any
restrictions  upon and  requirements for any such transfer imposed by applicable
federal or state securities laws. This Warrant is issued in connection with, and
in reliance upon the  representations  of the original  holder  contained in, an
investment  representation  letter of even date herewith by the original  holder
hereof.  It will be further  condition  to any transfer of this Warrant that the
transferor (if any portion of this Warrant is retained) and the transferee  will
receive  and  accept  now  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 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 outstanding Warrants.

                                       3

<PAGE>


         12. This  Warrant is issued in and shall be governed by the laws of the
State of California.

         IN WITNESS  WHEREOF  the  Company  has caused  this  warrant to be duly
executed by its officers thereunto duly authorized this day of February, 1996.


                                   INSTANT VIDEO TECHNOLOGIES, INC.


                                   By  /S/ Gary R.  Familian
                                      -----------------------------------
                                      Gary R. Familian,
                                      President


ATTEST:


/S/
-----------------------------------
Secretary


                                       4

<PAGE>


                              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.)

         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 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 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]

                                       1

<PAGE>


----------------------
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.

                                       2

<PAGE>


                                   EXHIBIT D

                         REGISTRATION RIGHTS AGREEMENT





<PAGE>


                         REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made effective
as of  February  14,  1996 by and among  Instant  Video  Technologies,  Inc.,  a
Delaware  corporation  (the  "Company") and the persons  identified on Exhibit A
attached hereto (the "Investors").


                                    RECITALS

         WHEREAS,  the Investors have agreed to purchase from the Company shares
of the Company's  Series F Convertible  Preferred  Stock  ("Series F Stock") and
warrants to purchase shares of Common Stock of the Company at a warrant exercise
price of $1.00 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 Investors;

         NOW,  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 F 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,

                                       1

<PAGE>


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 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.  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  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

                                        2

<PAGE>


shall be conditioned upon such Holder's  participation in such  underwriting and
the inclusion of such Holder's 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  underwriters  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 amounts payable to underwriters
or brokers in connection with such offering for fees and commissions.

         3. Form S-3  Registration.  In case the Company  shall receive from any
Holder or Holders of Registrable  Securities  representing more than twenty-five
percent (25%) of the then outstanding  Common Stock equivalents of the Company a
written  request or requests that the Company 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) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders of Registrable
Securities; and

                  (b) as soon as practicable,  effect such  registration and all
such  qualifications  and compliances as may be so requested and as would permit
or facilitate the sale and  distribution of all or such portion of such Holder's
Registrable  Securities as are  specified in such request,  together with all or
such  portion  of the  Registrable  Securities  of any other  Holder or  Holders
joining in

                                        3

<PAGE>


such request as are specified in a written request given within twenty (20) days
after the giving of such written notice by the Company; provided,  however, that
the  Company   shall  not  be  obligated   to  effect  any  such   registration,
qualification  or compliance  pursuant to this Section 3: (1) 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 discounts and  commissions)
of less  than  $500,000;  (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 on Form 5-3 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.

                  (c) 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.

         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  effective,  and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,  keep
such registration statement effective for up to ninety (90) days.

                  (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.

                                        4

<PAGE>


                  (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  documents  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.

                                       5

<PAGE>


         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 or 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 8(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

                                        6

<PAGE>


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 its  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 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 other
expenses  reasonably  incurred  by the  Company or any such  director,  officer,
controlling person,  underwriter or other Holder, 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

                                        7

<PAGE>


between such indemnified  party and any other party  represented by such 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 so 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.

         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:

                                        8

<PAGE>


                  (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.

                  In order to enforce the  foregoing  covenant,  the Company may
impose stop transfer instructions with respect to the Registrable  Securities of
each Holder (and the shares or securities  of every other person  subject to the
foregoing restriction) until the end of such period.

         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, 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

                                        9

<PAGE>


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 thereof who has so 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 the date set forth above.


THE COMPANY:                               THE INVESTORS:


Instant Video Technologies, Inc.           Storie Partners, a California
  a Delaware corporation                     limited partnership


By: _________________________________      By:  Storie Advisors, Inc.,
                                           Its: General Partner
Title: ______________________________
                                           By: _________________________________

                                           Title: ______________________________



                                           Mindful Partners, a California
                                             limited partnership

                                           By: /S/ Stuart Rudick
                                               ---------------------------------
                                               Stuart Rudick
                                               General Partner

                                           Executed: _____________________, 1996


                                           /S/ Reed Slatkin
                                           -------------------------------------
                                           Reed Slatkin

                                           Executed: _____________________, 1996



                                           Delaware Charter Guaranty and
                                           Trust Company FBO Stuart L.
                                           Rudick IRA Rollover


                                           By: _________________________________

                                           Title: ______________________________

                                           Executed: _____________________, 1996


                                       10

<PAGE>


             REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE (cont'd)



                                           /S/ Robert London
                                           -------------------------------------
                                           ROBERT LONDON


                                           Executed June ____, 1996


                                       11

<PAGE>


                                   EXHIBIT A

                                    INVESTORS


Storie Partners, a California limited partnership
address: One Bush Street, Suite 1350
         San Francisco, California 94104



Mindful Partners, a California limited partnership
address: 591 Redwood Highway, Suite 5295
         Mill Valley, CA 94941
         Attention:  Stuart Rudick


Reed Slatkin
address: 890 North Kellogg Avenue
         Santa Barbara, California 93111


Delaware Charter Guaranty Trust Company FBO Stuart L. Rudick IRA
Rollover
address: c/o Mindful Partners
         591 Redwood Highway
         Suite 5295
         Mill Valley, CA 94941
         Att: Stuart Rudick


Robert London
c/o Crittendon Roth & Co.
809 Presidio Avenue
Santa Barbara, CA 93101



<PAGE>


                                    EXHIBIT E

                   VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT



<PAGE>


                   VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT

         This VOTING AND RIGHT OF FIRST REFUSAL  AGREEMENT is entered into as of
the  14th  day  of  February,   1996  by  the  undersigned   shareholders   (the
"Shareholders") of Instant Video Technologies, Inc., a Delaware corporation (the
"Company"),  the  Company,  and  the  persons  listed  on  Exhibit  A and  their
successors  in  interest  (the  "Investors"),  for the  express  benefit  of the
Investors.


                                    Recitals

         A. As of the  date  hereof,  the  Investors  are  purchasing  units  of
investment  ("Units"),  each of which consists of (i) one share of the Company's
Series F Preferred  Stock  ("Series F Stock") and (ii) a warrant to purchase one
share of the Company's Common Stock ("Common Stock") at a warrant exercise price
of $1.00 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  Investors  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 Investors that they
be granted a Right of First  Refusal to purchase any shares of Common Stock that
are offered for sale by the Shareholders.

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

         NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

         1. Each  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

                                        1

<PAGE>


the election of two (2) directors to the Board nominated by Investors  holding a
majority of the shares of Series F Stock  and/or  Common  Stock then held by all
Investors (the "Majority Investors").

         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 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.

         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.

         4. The  Shareholders,  the Company and the Investors  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.

         5. The  Shareholders  and  Investors  will  take  such  actions  as the
Majority  Investors  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.

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

         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.

         8. (a) 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 F Convertible Preferred Stock ("Series F Stock") then held

                                        2

<PAGE>


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 F
Stock  and  received  upon  exercise  of the  warrants  issued  to the  Investor
concurrently with the issuance of Series F Stock ("Warrants"),  to (b) the total
number of shares of Common Stock into which outstanding shares of Series F 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 F Stock and
received upon exercise of Warrants.

                  (b) 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  quantity of such shares to be  purchased.
Each purchasing  Investor shall have a right of  overallotment  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.

                  (c) 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 thereof 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 8.

         9. Each Shareholder and Investor  represents that it has full power and
authority to vote the shares of stock of which it is

                                        3

<PAGE>


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:

                  (a) 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

                  (b) such person will  deliver to the Company the  certificates
representing  his  shares of stock in the  Company  or Rights in order  that the
Company may place thereon the following restrictive legend:

         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.

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

         11. 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.

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

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

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

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

                                        4

<PAGE>


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

         17. 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.



                  [remainder of page intentionally left blank]



                                        5

<PAGE>


THIS VOTING AND RIGHT OF FIRST  REFUSAL  AGREEMENT  has been  executed as of the
date above written.


            THE COMPANY:                                 SHAREHOLDERS:

Instant Video Technologies, Inc.

By: _____________________________               ________________________________
                                                        [signature]
Its: ____________________________
                                                ________________________________
                                                        [print name]


          INVESTORS:                            ________________________________
                                                        [signature]
Storie Partners, a California
  limited partnership                           ________________________________
                                                        [print name]
By: Storie Advisors, Inc.,
      General Partner
                                                ________________________________
                                                        [signature]
By: /s/
       --------------------------               ________________________________
                                                        [print name]
Title: __________________________

                                                ________________________________
Mindful Partners, a California                          [signature]
  limited partnership
                                                ________________________________
                                                        [print name]
By: /s/ Stuart Rudick
   ------------------------------
       Stuart Rudick
       General Partner


/s/ Reed Slatkin
---------------------------------
Reed Slatkin


Delaware Charter Guaranty and Trust Company
FBO Stuart L. Rudick IRA Rollover


By: ___________________________

Its: _________________________

Executed April ___, 1996


/s/ Robert London
---------------------------------
ROBERT LONDON

Executed June __ , 1996


                                        6

<PAGE>


                                    EXHIBIT A

                                    INVESTORS


          Storie Partners
          Mindful Partners
          Reed Slatkin
          Delaware Charter Guaranty and Trust Company
             FBO Stuart L. Rudick IRA Rollover
          Robert London