Exhibit 4.1               SHAREHOLDER VOTING AGREEMENT


         THIS  AGREEMENT  is made and entered into as of the date of the closing
of the  Securities  Purchase  Agreement  dated  November 6, 2001, by and between
iVideoNow,  Inc.,  a  Delaware  corporation  (the  "Company"),  and the  persons
identified on the signature page(s) to this Agreement (the  "Shareholders")  and
is for the mutual benefit of such Shareholders.

         WHEREAS,  the  Shareholders  will receive shares of the common stock of
the Company  pursuant to the  Securities  Purchase  Agreement  dated November 6,
2001; and

         WHEREAS, pursuant to Section 218(c) of the Delaware General Corporation
Law,  the  Shareholders  deem it to be in  their  mutual  best  interest  to act
together in matters  concerning  the  operation of the Company by  concentrating
their power and rights with  respect to their  Shares in the manner  hereinafter
set forth; and

         WHEREAS,  the  Shareholders  desire to  appoint  Kevin R.  Keating,  an
individual resident of the state of Florida ("Mr. Keating"), as their agent with
full powers of attorney in connection  with any vote of the holders of shares of
the Company's $0.001 par value common stock.

         NOW  THEREFORE,  in  consideration  of  the  premises,  the  respective
commitments and  undertakings of the  Shareholders  set forth in this Agreement,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Shareholders agree as follows:

         1. Voting Agreement.  Each Shareholder hereby agrees, on behalf of such
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Shareholder and any person to whom such Shareholder  transfers any shares of the
Company's stock owned by such  Shareholder,  to vote all shares of Company stock
now or  hereafter  owned by such  Shareholder  ("Shares")  and take  such  other
actions  as are  reasonably  necessary  to  ensure  that the  Shares  are  voted
consistent  with the  judgment and  direction of Mr.  Keating and to that end to
take such other actions as Mr. Keating may from time to time direct with respect
to other matters related to the operation of the Company.

         2.  Appointment  of  Agent.  Each   Shareholder,   on  behalf  of  such
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Shareholder and any person to whom such Shareholder  transfers any shares of the
Company's  stock  owned by such  Shareholder,  hereby  appoints as his agent and
grants power of attorney to Mr. Keating with respect to all rights and powers of
such  Shareholder  arising in  connection  with votes of the common stock of the
Company.

         3.  Conditional  Irrevocable  Proxies.  To  secure  each  Shareholder's
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obligation to vote that  Shareholder's  Shares in accordance with the provisions
of this Agreement,  each Shareholder hereby appoints Mr. Keating as his true and
lawful  proxy,  with full power of  substitution,  to vote all  Shares,  in such



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proxy's sole discretion,  if and only if such  Shareholder  fails to comply with
the provisions of section 1. The proxies and powers granted by each  Shareholder
pursuant to this  section 3 are coupled with an interest and are given to secure
the performance of such Shareholder's duties under this Agreement.  Such proxies
will be  irrevocable  for the term of this Agreement and will survive the death,
incompetency  and  disability  of  any  Shareholder  or  other  holder  of  such
Shareholder's Shares and the merger and dissolution of any Shareholder that is a
trust, corporation or other entity.

         4. Transfer of Shares. No Shares shall be transferred  unless and until
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the transferee executes an instrument acknowledging and agreeing that the Shares
being acquired are subject to the restrictions  and/or  irrevocable  proxies set
forth in this Agreement.

         5. Legend. Each certificate  evidencing Shares owned by any Shareholder
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and subject to the  provisions of sections 1, 2 and 3 of this Agreement and each
certificate  issued in  exchange  for or upon the  transfer  of any such  Shares
during the term of this Agreement will be stamped or otherwise  imprinted with a
legend (the  "Legend") in  substantially  the following form or to the following
effect:

            "The  securities   represented  by  this  certificate  are
            subject to a Shareholder Voting Agreement by and among the
            original holder of such securities and other  shareholders
            of the  issuer of such  securities  and to an  irrevocable
            proxy granted  pursuant to such agreement.  A copy of such
            agreement will be furnished without charge by Mr. Kevin R.
            Keating,  an individual  resident of the state of Florida,
            upon such holder's written request."

         6. Registration. If the Company proposes to register any Shares held by
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any of the  Shareholders,  the  Shareholders  agree that the Shares  held by all
Shareholders shall be included in such registration statement and, to the extent
all Shares held by each  Shareholder  cannot be so included for whatever reason,
the Shareholders  agree that each Shareholder shall have the right to include in
the registration  statement such number of Shares that are commensurate with the
Shareholder's   proportionate   ownership  relative  to  the  ownership  of  all
Shareholders   (taking  into  account  only  restricted   Shares  held  by  each
Shareholder).

         7. Term. This Agreement shall terminate and cease to be effective,  and
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the Legend will be removed from all certificates at the earliest of

            (a) December 31, 2002;

            (b) the  death  of Mr.  Keating  or his  complete  resignation  from
         serving as either an officer or director of the Company; or

            (c)  the   determination   that  Mr.   Keating  is   incompetent  or
         incapacitated made by the unanimous consent of the Shareholders,  other
         than Mr. Keating,  after consultation with a licensed physician who has
         examined Mr. Keating.

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         8. Miscellaneous Provisions.
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            (a) Binding  Effect.  This  Agreement  shall  constitute a valid and
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         binding agreement among the Shareholders and any subsequent  holders of
         Shares now or hereafter owned by the  Shareholders and their respective
         successors and assigns.

            (b)  Remedies.  Each  Shareholder  shall  be  entitled  to  specific
                 --------
         enforcement of the rights of the Shareholders under this Agreement,  to
         recover damages by reason of any breach of any provision  hereof and to
         exercise all other rights  existing in their  favor.  The  Shareholders
         agree and acknowledge  that money damages may not be an adequate remedy
         for any  breach  of the  provisions  of this  Agreement  and  that  any
         Shareholder may, in his sole  discretion,  apply to any court of law or
         equity  of  competent  jurisdiction  for  specific  performance  and/or
         injunctive  relief in order to enforce or prevent any violations of the
         provisions of this Agreement.

            (c)  Severability.   Whenever  possible,   each  provision  of  this
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         Agreement  will be  interpreted  in such manner as to be effective  and
         valid under  applicable  law, but if any provision of this Agreement is
         held  to be  prohibited  by  or  invalid  under  applicable  law,  such
         provision will be ineffective only to the extent of such prohibition or
         invalidity, without invalidating the remainder of such provision or the
         remaining provisions of this Agreement.

            (d) Entire Agreement. This Agreement embodies the complete agreement
                ----------------
         and  understanding  among the Shareholders  with respect to the subject
         matter  hereof and  supersedes  and preempts any prior  understandings,
         agreements or representations, by or among the Shareholders, written or
         oral, which may have related to the subject matter hereof in any way.

            (e)  Counterparts.  This  Agreement  may  be  executed  on  separate
                 ------------
         counterparts,  each of which will be an original and all of which taken
         together will constitute one and the same Agreement.

            (f) Governing Law. All questions  concerning  this Agreement will be
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         governed by and  interpreted  in accordance  with the internal law, not
         the law of conflicts, of the state of Florida.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date set forth in the first paragraph.





SHAREHOLDERS:

/s/ Kevin R. Keating
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Kevin R. Keating                         (Print Name)


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