December 2, 1999


Robert D. Egan
1126 Lund Ranch Road
Pleasanton, CA 94566


         RE:  Offer of Employment

Dear Robert:

On behalf of Instant Video  Technologies  Inc., it is my pleasure to make you an
offer of employment as our Vice President of Sales. In this capacity you will be
reporting to the Chief Operating  Officer or his designated  representative  and
will be responsible for the following duties:


         o Lead,  by  example,   the  Sales  Team  to  attain  identified  sales
           objectives and revenue targets;

         o Recruit, develop, and maintain a qualified and efficient sales team;

         o Assign sales territories and revenue goals to sales  executives,  and
           insure achievement of revenue goals;

         o Provide weekly sales reports on sales activity,  revenue capture, and
           sales projections to upper management;

         o Provide valuable field input on product improvement, marketing needs,
           and other  related  items to  Engineering,  Marketing,  and  Business
           Development groups; and

         o Other duties,  which may arise during your employment relating to the
           generation of sales and the overall success of IVT.

As an exempt employee, your compensation and benefits are as follows:

Salary                     $140,000 per year.

Commission                 The commission  structure for calendar years 1999 and
                           2000 will be as detailed  below.  Any changes to this
                           structure  for the years beyond 2000 will be mutually
                           determined before the end of the year 2000:

                           For yearly revenue under $10 million,1/2% of revenue;


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Robert D. Egan                                                            Page 2
December 2, 1999


                           For yearly revenue  between $10 million and under $15
                           million,   an  additional  1%  of  revenue  over  $10
                           million; and

                           For yearly revenue above $15 million, an additional 1
                           1/2 % of revenue over $15 million.  Commissions  will
                           be based on product shipped.

Stock Options              Subject to Board  approval,  you will be granted,  as
                           soon as practicable after you start as an employee of
                           the Company, 50,000 common stock options. The options
                           will vest over a period of four (4) years as follows:
                           6,250  options  will  vest at the end of the  6-month
                           probationary  period and an additional  6,250 options
                           will vest at the end of the 12th month after the date
                           of grant;  following the 12-month  anniversary  date;
                           the remaining 37,500 options will vest monthly for 36
                           months in equal  amounts  of 1/36th  of  37,500.  The
                           options  will have a term of five (5) years  from the
                           date of grant.  The  options  will also be subject to
                           the terms and  conditions of the 1998 Option Plan and
                           an  option  agreement  to be  signed  at the time the
                           option is granted.

Vacation                   15 days of personal time.

Benefits                   Eligible  for the  standard  package  as  offered  to
                           employees of Instant Video Technologies.

Options                    Eligible for all Incentive  Stock Option  programs as
                           periodically approved by the Board.

All  legitimate and normal  business  expenses will be reimbursed by the Company
and must conform to Company policies and procedures.


You will be eligible  for a  performance  and salary  review  every  twelve (12)
months.

As you know,  we are  anxious to fill this  position as soon as  possible.  This
offer is valid until December 31, 1999 and is contingent upon the following: (1)
your review and signature of this letter;  (2) receipt of satisfactory  proof of
identification; (3) work authorization as required by the Immigration Reform and
Control Act; and (4) satisfactory  reference and background  check. IVT reserves
the right to perform background verification of all information, references, and
previous employment at Company expense.

Your  employment  with  Instant  Video  Technologies  is "at  will"  and  can be
terminated with or without cause,  and with or without  notice,  at any time, at
the option of either yourself or Instant Video  Technologies.  If IVT terminates
your  employment  without  cause after the first  6-month  period from the start
date, you will be paid a severance  amounting to three (3) months base salary as
total  liquidated  damages,  provided  that  you  release  IVT  from  any  other
liabilities. In the alternative, if you terminate your employment, you will give
IVT forty-five (45) days notice.

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Robert D. Egan                                                            Page 3
December 2, 1999


Accordingly,  the  terms of this  offer  letter do not and are not  intended  to
create an  expressed  or implied  contract  of  employment  with  Instant  Video
Technologies. No manager or representative of Instant Video Technologies,  other
than an Officer of the Company,  has  authority to enter into any  agreement for
employment for any specified period of time or to make any agreement or contract
to the foregoing.  Any promises to the contrary may only be relied upon, by you,
if they are in writing and signed by an Officer of Instant Video Technologies.

Robert, let me close by reaffirming our belief that the skill and background you
bring to Instant Video  Technologies  will be instrumental to the future success
of the Company. The single most important factor in the success of Instant Video
Technologies  will be our people.  We look  forward to your  joining us.  Please
confirm your acceptance of this offer by signing on the space provided below and
returning a copy to me.

Sincerely,



Thomas Koshy
Chief Operating Officer



ACCEPTED:

______________________________________      Date:________________________
         Robert D. Egan