<PAGE>   1

                                  EXHIBIT 10.16


                                       1
<PAGE>   2
*Indicates material has been omitted pursuant to a request for confidential
 information.



                     INTELLECTUAL PROPERTY LICENSE AGREEMENT

         This Intellectual Property License Agreement (this "Agreement") is by
and between Internet Pictures Corporation ("iPIX") having a place of business at
1009 Commerce Park Drive, Oak Ridge, Tennessee 37830, and Homestore Virtual
Tours, Inc. ("HVT") having a place of business at 30700 Russell Ranch Road,
Westlake Village, CA 91362. iPIX and HVT shall each be referred to as a "Party"
herein, and collectively, as the "Parties."

         WHEREAS, iPIX is the owner of or otherwise has the right to grant
licenses with respect to certain Intellectual Property (as defined below);

         WHEREAS, HVT is interested in acquiring a license to the Intellectual
Property in connection with Virtual Tours (as defined below) only for use in the
Residential Real Estate Market (as defined below); and

         WHEREAS, iPIX is willing to convey such license to HVT.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth, the Parties agree as follows:

1.       INTRODUCTION

iPIX and HVT have contemporaneously entered into a Preferred Escrow Agreement, a
Product Development Agreement, and a Processing, Hosting and Distribution
Agreement ("PH&D Agreement"). The terms in this Agreement shall control in the
event of any conflict between such terms and the terms of the Preferred Escrow
Agreement, Product Development Agreement, or PH&D Agreement.

2.       DEFINITIONS

2.1.     Affiliate: Any corporation or other business entity that either
         directly or indirectly controls a Party to this License Agreement, is
         controlled by such Party, or is under common control of such Party. As
         used herein, the term "control" means possession of the power to direct
         or cause the direction of the management and policies of a corporation
         or other entity, whether through the ownership of voting securities, by
         contract, or otherwise.

2.2.     Deposit Materials: Source code, object code, psuedo code, including
         procedures for compiling object code from source code, and formal
         documentation for Licensed Technology. Formal documentation may include
         comments within source code, engineering requirement specifications,
         functional specifications, work flow diagrams, user manuals, release
         notes, or statements of work which are in existence and in current form
         as of the date of submission into escrow.

2.3.     Double Payment Default: During any given 12 month period, in which HVT
         is twice delinquent in payments due under Article 7 (Royalties), and on
         the first


                                       2
<PAGE>   3

         delinquent payment iPIX has provided 60 days written notice of such
         delinquency, and on the second delinquent payment, iPIX has provided 60
         days written notice and follow-up telephone calls to HVT's general
         counsel and its chief financial officer, HVT shall be deemed in "Double
         Payment Default" if the second payment is not made payment with 15 days
         of such telephone calls or such 60 days, whichever is later;

2.4.     Excluded Technology: Any iPIX technology not satisfying the definition
         of Licensed Technology, Virtual Tour Technology or Other Viewing
         Technology, including without limitation:

         (a)      except as required to Process or view Virtual Tours or view
                  Residential Real Estate properties, technologies for
                  transporting (e.g., sending, receiving), transforming (e.g.,
                  resizing, converting file formats, watermarking, cropping,
                  manipulating), and deploying (e.g., sending, storing, serving)
                  media objects (e.g., images, xml, audio);

         (b)      server network and infrastructure, other than proprietary
                  technology needed to view Virtual Tours or Residential Real
                  Estate properties in respect of Licensed Technology;

         (c)      hosting and distribution technologies (other than such
                  technologies for viewing or interacting with a Virtual Tour);

         (d)      monitoring and reporting technologies;

         (e)      technology related to flat still or video images (other than
                  such images or technologies for Capturing, Processing or
                  viewing a Virtual Tour); and

         (f)      surveillance systems or teleconference systems.

2.5.     Exterior Virtual Tour: A Full Service Virtual Tour that includes only a
         single image of the exterior of a Residential Real Estate property.

2.6.     Full Service Virtual Tour: A product that includes the services via an
         authorized channel consisting of Capturing, Processing, Hosting and
         Distribution (each as defined in the PH&D Agreement) a Virtual Tour.

2.7.     Foreign: Countries other than the United States and its possessions.

2.8.     Improvements: All future versions, revisions, corrections, bug fixes,
         refinements, and enhancements including new platform, operating system
         or browser support, future versions, revisions, corrections, bug fixes,
         refinements, and enhancements that add to the image capture, creation,
         processing and viewing experience of Virtual Tour Technology or Other
         Viewing Technology (as the case may be), or new products or services
         satisfying the respective technology definition of Virtual Tour
         Technology or Other Viewing Technology (as the case may be), whether
         acquired, developed, created, licensed (with right to sublicense) or
         otherwise controlled or available for licensing.

2.9      Intellectual Property: Patents, trade secrets, copyrights, moral
         rights, or know-how that relate to Virtual Tours or Licensed
         Technology.


                                       3
<PAGE>   4

2.10.    Key: A digital code that enables an end-user to create a single image
         for a Virtual Tour.

2.11.    Licensed Technology shall mean the Virtual Tour Technology, and shall
         also mean Improvements and Other Viewing Technology as provided in
         Section 3.5 (Future Licenses). In no event shall Licensed Technology
         include Excluded Technology.

2.12.    Patents: All current and future United States and Foreign patents and
         patent applications owned by iPIX or its Affiliates, or with respect to
         which iPIX or its Affiliates have the right to grant licenses, that
         relate to the Licensed Technology. From iPIX's and its Affiliates'
         current patent portfolio, Patents shall only include the U.S. patents
         and patent applications listed in Schedule 2.7(A) and the Foreign
         patents and patent applications listed in Schedule 2.7(B), however,
         Patents do not include the patents and applications listed in Schedule
         2.7(C) unless subject to Section 3.5(c).

2.13.    Productize: Actively marketing, distributing and selling a bona fide
         product or service in commerce to customers in the Residential Real
         Estate Market. Productization occurs upon the launch of such products
         or services.

2.14.    Other Viewing Technologies: Software, source code, object code, pseudo
         code, including technology, algorithms, and other processes, tools, and
         utilities that could be used to view a Residential Real Estate
         property, other than Virtual Tour Technology. In no event shall Other
         Viewing Technology include Excluded Technology.

2.15.    Residential Real Estate Market: Residential Real Estate Market means
         (i) the marketing of new and/or existing Residential Real Estate that
         are for sale, lease or rent through display (electronic or otherwise)
         on the Internet or otherwise, (ii) the sale of products and/or services
         to residential real estate professionals such as agents, brokers and
         lenders for display (electronic or otherwise) on the Internet or
         otherwise, (iii) the display (electronic or otherwise) or offering for
         sale on the Internet or otherwise of any products and/or services
         relating to moving to or from any Residential Real Estate, (iv) the
         display (electronic or otherwise) or offering for sale on the Internet
         or otherwise of any products and/or services relating to renovation,
         home improvement, repair or maintenance of any Residential Real Estate,
         (v) the display (electronic or otherwise) or offering for sale on the
         Internet or otherwise of any products and/or services relating to
         financial matters relating to the ownership, lease or renting of any
         Residential Real Estate, including making or obtaining loans or other
         financing and tax matters, (vi) the display (electronic or otherwise)
         or offering for sale on the Internet or otherwise of any products
         and/or services relating to interior furnishing, decoration and design,
         including planning, room and floorplan design, style, furniture,
         fixtures and hiring of design professionals in respect of the
         Residential Real Estate or (vii) the display (electronic or otherwise)
         or offering for sale on the Internet or otherwise of any products
         and/or services relating to outdoor living, lawn and gardening,
         including growing basics and tips, plants, lawn and landscaping and
         hiring of related professionals in respect of Residential Real Estate.


                                       4
<PAGE>   5

2.16.    Residential Real Estate: Non-mobile personal dwellings or units
         (primary, secondary or otherwise), including new and used homes,
         condominiums, townhomes, apartments, vacation homes, manufactured
         homes, senior housing and timeshares, which timeshares are marketed for
         sale only, and architecture, engineering and construction of the
         foregoing (other than the architecture, engineering and construction of
         buildings containing multiple-dwelling units), farms and ranches.
         Residential Real Estate excludes (i) land without improvements, (ii)
         commercial property for sale or lease, (iii) all other architecture,
         engineering and construction, (iv) transportation, (v) travel and
         hospitality (i.e., multi-unit vacation rentals, bed and breakfasts,
         hotels and resorts, timeshares (rental only), and cruise ships) and
         (vi) insurance. With respect to countries outside of the United States,
         "Residential Real Estate" will not limit the intended scope of the
         License solely as a result of foreign zoning and related laws that do
         not distinguish between residential and commercial real properties in a
         manner similar to that in the United States.

2.17.    Self-Service Virtual Tour: Virtual Tour that is Captured and Processed
         (each as defined in the PH&D Agreement) by the end-user.

2.18.    United States: The United States of America and its possessions.

2.19.    Virtual Tour: One or more interactive (user controlled or otherwise
         controlled) and panoramic images (including panoramic images that are
         larger or smaller than the user's viewing window area) to provide a
         visual simulation of being present at or immersed in a Residential Real
         Estate property, which enables the user to look at and spatially
         navigate (if desired) in the image by without limitation panning,
         tilting, zooming, rotating, or moving within the image or experience
         through other senses such as sound, touch, smell, or taste.

2.20.    Virtual Tour Technology: Software, source code and related documents,
         object code, pseudo code, including technology, algorithms, and other
         processes, tools, and utilities relating to capturing, creating and
         viewing Virtual Tours, including but not limited to capturing,
         processing, editing, sequencing, viewing, interacting with, displaying,
         navigating, and correcting the perspective of Virtual Tours. In no
         event shall Virtual Tour Technology include Excluded Technology.

3.       GRANT

3.1.     Licenses: iPIX grants to HVT the following Licenses:

(a)      U.S. License: iPIX hereby grants to HVT an irrevocable, perpetual,
         exclusive (including exclusive to iPIX and its Affiliates, except as
         provided herein) license, including a limited right to sublicense (as
         specified below), under iPIX's Intellectual Property to make, use,
         offer for sale or sell products or services using the Licensed
         Technology, including but not limited to the right to Process, Host and
         Distribute (each as defined in the PH&D Agreement) Virtual Tours, only
         in the United States Residential Real Estate Market (hereinafter the
         "U.S. License"), subject to the limitations set forth in the Deposit
         Material License. Accordingly, iPIX and its Affiliates shall not
         directly or indirectly make, use, offer for sale or sell products or
         services using the Licensed Technology in the United States


                                       5
<PAGE>   6

         Residential Real Estate Market, except as provided in Section 3.2
         (Grant Back of Sublicense) and Section 3.8 (Cendant).

         (b)      Foreign License: iPIX hereby grants to HVT an irrevocable,
                  perpetual, non-exclusive license, including a limited right to
                  sublicense (as specified below), under iPIX's Intellectual
                  Property to make, use, offer for sale or sell products or
                  services using the Licensed Technology only in the Foreign
                  Residential Real Estate Market (hereinafter the "Foreign
                  License").

         (c)      Deposit Materials License: iPIX hereby grants to HVT an
                  irrevocable, perpetual license, including a limited right to
                  sublicense (as specified below), under iPIX's Intellectual
                  Property (i) to reproduce, modify, and create works derivative
                  of the Deposit Materials only for its internal use to develop,
                  back-up, or maintain the Licensed Technology or Process, Host
                  and Distribute (each as defined in the PH&D Agreement) Virtual
                  Tours, and (ii) to reproduce, perform, display, distribute and
                  sell to third parties the Deposit Materials (including any
                  modifications or derivatives thereof) only in object code,
                  pseudo code, or otherwise executable form (hereinafter the
                  "Deposit Materials License"). The Deposit Materials License is
                  subject to the rights, restrictions and obligations in the
                  U.S. License, the Foreign License, and the Preferred Escrow
                  Agreement.

3.2.     Grant Back of Sublicense: HVT hereby grants back a non-exclusive,
         paid-up license, including the right to sublicense, to iPIX to make,
         use, offer for sale or sell products or services using the Licensed
         Technology in the Residential Real Estate Market in the United States
         only to the extent necessary to perform iPIX's obligations under this
         Agreement, the PH&D Agreement, and the Product Development Agreement.

3.3.     End-User Sublicense: The Licenses of Section 3.1 shall include the
         right of HVT to sublicense to bona fide distributors of HVT and to
         end-users the right to use, sell or offer to sell end user products or
         services using Licensed Technology, in object code form only, subject
         to the limitations in such Licenses. All sublicenses for such products
         or services shall include a prohibition on using or distributing such
         products or services outside the Residential Real Estate Market. All
         such sublicenses shall expressly name iPIX as a third party beneficiary
         so that iPIX has standing to enforce sublicensee violations of the
         prohibited use described above. HVT shall not be liable to iPIX for any
         sublicensee breach as long as HVT has complied with the requirements of
         this Section.

3.4.     Technology Provider Sublicense: The Licenses of Section 3.1 shall also
         include the right of HVT to sublicense to third-party service providers
         (i.e., parties other than iPIX) the right to use, reproduce, modify,
         create works derivative of, display and perform (collectively, "Use")
         Licensed Technology solely for the benefit of HVT and its Affiliates
         and under the direction of HVT, including the right to Process, Host
         and Distribute (each as defined in the PH&D Agreement) Virtual Tours.
         Any such sublicenses will include the restrictions of this Agreement
         between HVT and iPIX, including the requirements of Article 5
         (Confidentiality) and Article 6 (Heightened Duty of Confidentiality for
         Source Code). HVT shall make commercially reasonable efforts in all
         such sublicenses to expressly name iPIX as a third party beneficiary
         and HVT shall make commercially reasonable


                                       6
<PAGE>   7

         efforts to enforce such sublicenses including indemnification
         provisions therein relating to breaches of confidentiality or
         prohibited use. Without limiting iPIX's remedies against third party's
         violations, HVT shall be liable for third party breaches as and to the
         extent set forth in Section 8.4.

3.5.     Future Licenses: As long as (i) HVT has not elected to cease paying the
         Minimum Annual Fee under Section 7.5; (ii) HVT is not in Double Payment
         Default; (iii) HVT has not incurably and materially breached Articles 5
         (Confidentiality) and 6 (Heightened Duty of Confidentiality for Source
         Code), after 60 days written notice of such material breach has been
         provided by iPIX to HVT; and (iv) cessation has not occurred under
         Article 9 (Cessation); then the Licenses under Section 3.1 shall apply
         as follows:

         (a)      Any Improvements to the Virtual Tour Technology made or
                  controlled by iPIX or its Affiliates ("iPIX Improvements")
                  shall be considered Licensed Technology under the Licenses.
                  iPIX shall deliver and otherwise make available to HVT all
                  such iPIX Improvements in order to allow HVT to obtain and
                  exercise the benefits of such iPIX Improvements.

         (b)      As long as the Deposit Materials have not been released from
                  escrow (except for a limited release under Section 3.18,
                  below), any Other Viewing Technology or Improvements thereto
                  made or controlled by iPIX or its Affiliates that HVT
                  Productizes shall be considered Licensed Technology under the
                  Licenses. In all cases, the Parties will negotiate in good
                  faith appropriate royalties for such Other Viewing Technology
                  following the guidelines set forth in Article 7 (Royalties),
                  below. If such appropriate royalties cannot be reached
                  amicably within 30 days, such royalties will be determined
                  through binding arbitration, provided, however, that during
                  such arbitration HVT may distribute products or services using
                  such Other Viewing Technology and will pay a interim royalty
                  to iPIX of *. Upon resolution of such arbitration, the Parties
                  will promptly pay any discrepancies between the arbitrated
                  royalty and the interim royalty. If iPIX is subject to a
                  corporate reorganization, consolidation, merger or sale of
                  substantially all assets in favor of an acquiring party, then
                  this subsection (b) (and no other provisions of this
                  Agreement) shall terminate upon 30 days notice, which shall be
                  a release event for the Deposit Materials relating to the
                  Other Viewing Technology.

         (c)      iPIX's or its Affiliates' Intellectual Property rights in the
                  Licensed Technology under subsections (a) and (b), above,
                  shall be subject to the Licenses in Sections 3.1 (a) and (b).
                  iPIX's or its Affiliates' Intellectual Property copyrights in
                  the Licensed Technology under sub-sections (a) and (b), above,
                  shall be subject to the License in Section 3.1 (c).

3.6.     Non-iPIX Improvements: Any subsequent Improvements made or controlled
         by or on behalf of HVT, its Affiliates, or authorized third parties
         under this Agreement shall be owned by HVT or such Affiliates;
         provided, that to the extent any such subsequent Improvements
         incorporates pre-existing Licensed Technology owned by iPIX, such
         pre-existing Licensed Technology shall be considered Licensed
         Technology under the Licenses of Section 3.1.


                                       7
<PAGE>   8

3.7.     Ownership: Nothing in this Agreement shall operate to assign or
         transfer ownership of the Intellectual Property, Improvements, or new
         products or services owned by iPIX. All rights not expressly granted
         herein are reserved by iPIX. *

3.8.     [Intentionally left blank]

3.9.     Inventory of Virtual Tours: iPIX hereby transfers and assigns its
         rights in its inventory of existing Virtual Tours relating to the
         United States Residential Real Estate Market to HVT. iPIX acknowledges
         that it has no ownership claim to any subsequent Virtual Tours created
         using the Virtual Tour Technology that is subject to the Licenses for
         use in the Real Estate Market.

3.10.    iPIX End-User Licenses: All sublicenses or licenses (collectively,
         "licenses") of iPIX's end-user products and services using Licensed
         Technology shall include a prohibition on using or distributing such
         products or services in the United States Residential Real Estate
         Market, except as provided in Section 3.8 (Cendant). All such licenses
         shall expressly name HVT as a third party beneficiary so that HVT has
         standing to enforce licensee violations of the prohibited use described
         above. iPIX shall not be liable to HVT for any licensee breach as long
         as iPIX has complied with the requirements of this Section.
         Notwithstanding the foregoing, iPIX may distribute its existing
         inventory of Self-Service Virtual Tour software having 10 or less
         bundled Keys (but not more than 1000 keys to any one customer in a
         single or related series of transactions) that have pre-printed license
         agreement without such a prohibition for up to six months after the
         effective date hereof, provided, further, that iPIX will use
         commercially reasonable efforts to include such prohibitions in such
         licenses or include a prominent notice that such software may not be
         used in the United States Residential Real Estate Market. Within 15
         days of the effective date, Keys purchased via iPIX's web site shall
         include such prohibition. The provisions of this Section shall not be
         deemed to limit in any way the other provisions of this Article 3.

3.11.    iPIX Source Code Sublicenses: In the event iPIX sublicenses or licenses
         (collective "license") its source code relating to the Licensed
         Technology to a third party (other than under Section 3.2 (Grant Back
         of Sub-License)), such licenses shall include a prohibition on using or
         distributing such source code or resulting products or services for use
         in the United States Residential Real Estate Market, except as provided
         in Section 3.8 (Cendant). iPIX shall make commercially reasonable
         efforts in all such sublicenses to expressly name HVT as a third party
         beneficiary and iPIX shall make commercially reasonable efforts to
         enforce such licenses including indemnification provisions therein
         relating to breaches of confidentiality or prohibited use. Without
         limiting HVT's remedies against third party's violations, iPIX shall be
         liable for third party breaches as and to the extent set forth in
         Section 8.4.

3.12.    Excluded Foreign Parties: Notwithstanding anything to the contrary in
         the Foreign License, iPIX shall not directly sell, license, make
         available or otherwise provide Licensed Technology for use in the
         Residential Real Estate Market to a single third parties in the
         respective regions of Latin America, Europe, and Asia, which third
         parties to be mutually agreed upon within 7 days of the date hereof.


                                       8
<PAGE>   9

3.13.    Escrow: iPIX shall place into escrow, under the Preferred Escrow
         Agreement, all Licensed Technology for the Residential Real Estate
         Market in existence as of the date hereof. iPIX shall deposit into
         escrow all Licensed Technology under Section 3.5 within 21 days of the
         release or Productization thereof by of for benefit of HVT.

3.14.    No Intrusive Features: Except at HVT's request, iPIX shall not create
         in the Licensed Technology or impose during the provision of services
         to HVT or build into iPIX's technology any features that require
         registration by the user or any other features that intrude upon the
         user experience and are not necessary to the functionality of the
         Licensed Technology or the end-user products derived therefrom,
         regardless of the method or channel of distribution (e.g., including
         through distributors). iPIX agrees that it may not charge any amounts
         to HVT's customers, suppliers or distributors in respect of their use
         of end-user products using the Licensed Technology. The foregoing
         provisions of this Section shall not mean that iPIX is prohibited from
         utilizing functionality required to be competitive and consistent with
         the then current industry standards.

3.15.    Third Party Technology: Nothing in this Agreement shall limit or
         restrict HVT's or its Affiliates' right to use, acquire, license or
         otherwise utilize or exploit any technology or intellectual property of
         any other party or any other party for services.

3.16.    Productization: To the extent any Licensed Technology will be
         Productized for the Residential Real Estate Market, the Parties shall
         negotiate in good faith a Statement of Work under the Product
         Development Agreement. If the Parties are unable to agree to a
         Statement of Work within 30 days, then HVT may make such Productization
         itself or use third party service providers subject to the terms of
         this Agreement. In such event, iPIX shall deliver to HVT the relevant
         source code within 10 days of HVT's written request.

3.17.    Limited Escrow Releases:

         (a)      Specific Customizations: In the event that HVT desires to
                  utilize technology providers other than iPIX for specific
                  customizations and modifications to Licensed Technology in
                  escrow under the Preferred Escrow Agreement, for which the
                  Parties have not agreed to a Statement of Work under the
                  Product Development Agreement after 30 days of good faith
                  negotiations, then HVT may make such specific customizations
                  and modifications itself or use third party service providers
                  subject to this Agreement. In such event, iPIX shall deliver
                  to HVT the relevant source code within 10 days of HVT's
                  written request. If iPIX fails to deliver such source code,
                  then HVT shall have the limited right to withdraw such source
                  code from escrow, and shall return all copies of such released
                  source code back into escrow and HVT may retain a copy of the
                  customizations and modifications.

         (b)      Non-iPIX Processing: In the event that HVT elects to use
                  Non-iPIX Services to Process Virtual Tours (as provided in the
                  PH&D Agreement), HVT shall have the limited right to withdraw
                  such necessary Deposit Materials for the service provider to
                  Process Virtual Tours. Prior to such release, HVT shall
                  provide at least 15 days prior notice specifying which


                                       9
<PAGE>   10

                  Deposit Materials it seeks to withdraw from escrow. Promptly
                  upon cessation of the needed access to such Deposit Materials
                  to perform the Processing services, such Deposit Materials
                  shall be returned to escrow.

3.18.    Product Development Meetings: As long as the provisions of Section 3.5
         are applicable to Licensed Technology, the Parties shall meet and
         confer in good faith during the first 30 days from the effective date
         and on a regular basis thereafter (at least once per calendar quarter)
         to determine which Licensed Technology is available for licensing or
         Productization hereunder, and iPIX shall provide reasonable access to
         its employees and relevant information in such meetings so that HVT can
         make such determinations in an informed manner.

3.19.    Hosting and Distribution of Keys: iPIX shall continue to Host and
         Distribute (each as defined in the PH&D Agreement) Self-Service Virtual
         Tours sold or distributed by HVT consistent with its present practice,
         and may discontinue such Hosting and Distribution with 6 months written
         notice; provided, that upon such discontinuation, the Key Royalty under
         Section 7.3 shall be discontinued.

3.20.    Delivery. iPIX shall deliver to HVT from time to time all materials
         reasonably necessary for HVT to exercise its rights hereunder. Such
         materials shall include form end-user agreements, copies of end-user
         software for duplication, instruction manuals for end-user products and
         the like.

4.       MAINTENANCE AND ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS

4.1.     Maintenance: iPIX shall use commercially reasonable efforts to maintain
         issued patents and prosecute patent applications licensed under this
         Agreement, which shall be done at iPIX's discretion and expense. For
         all patent applications licensed under this Agreement, iPIX shall
         provide HVT copies of all written correspondence to and from the Patent
         and Trademark Office and shall reasonably consider any comments
         relating thereto from HVT. In the event iPIX elects in good faith to
         cease paying maintenance fees on an issued patent licensed under this
         Agreement because iPIX no longer desires to maintain such patent, then
         iPIX shall provide notice to HVT 30 days prior to abandonment, and HVT
         shall have the option to continue paying maintenance fees for such
         patents on behalf of iPIX, and the Parties shall negotiate in good
         faith terms for an assignment of such patent, however, such assignment
         shall not be mandatory. In no event shall iPIX assign any licensed
         patent (except as part of a corporate reorganization, consolidation,
         merger or sale of substantially all related assets used in the Virtual
         Tour business) to any other party without first offering to HVT first a
         right of first negotiation, as well as a right of first refusal in
         respect of any other offers received by iPIX for such patents. Any such
         assignment shall be subject to the Licenses hereunder.

4.2.     Enforcement: iPIX shall use commercially reasonable efforts to enforce
         its Intellectual Property licensed under this Agreement. In the event
         of any infringement or threatened infringement of such Intellectual
         Property by a third party, iPIX shall have 30 days after notice from
         HVT (or such shorter period of time to the extent necessary to not
         prejudice HVT's rights) to commence legal


                                       10
<PAGE>   11

         action against the infringing or potentially infringing party. If iPIX
         does not take such action in such time, HVT shall have the right to
         pursue such action, and iPIX shall render commercially reasonable
         assistance in connection with such action. The filing Party shall be
         entitled to keep any amounts that are recovered in such action subject
         to reimbursing the other Party for all reasonable out-of-pocket
         expenses incurred in rendering assistance in connection with such
         action. In the event either Party files a lawsuit against a third party
         under the Licensed Intellectual Property, the filing Party shall keep
         the other Party informed of material events for dialogue and comment.
         In any event, the filing Party shall provide advance notice of such
         lawsuit and shall provide copies of all pleadings.

4.3.     Defense: iPIX and HVT shall use commercially reasonable efforts to
         defend against any lawsuit that accuses the Licensed Technology of
         infringing the intellectual property rights of a third party, subject
         to Section 8.2(b) (Indemnification). In the event either Party is
         served such a lawsuit, such Party shall promptly notify the other Party
         of such lawsuit and provide copies of all pleadings, and shall use
         commercially reasonable efforts to keep the other Party informed of
         material events for dialogue and comment.

4.4.     Joinder: As HVT and iPIX both have an interest relating to the
         Intellectual Property and the Licensed Technology, the disposition of a
         lawsuit under Sections 4.2 or 4.3 in the absence of one Party may as a
         practical matter impair or impede the absent Party's ability to protect
         that interest or leave the absent Party subject to a substantial risk
         of incurring double, multiple, or otherwise inconsistent obligations.
         If the absent Party seeks joinder in a lawsuit under Sections 4.2 or
         4.3, the other Party shall not oppose such joinder and shall, at the
         absent Party's request, provide commercially reasonable assistance to
         achieve such joinder.

4.5.     Settlements: Neither Party shall settle any claims or disputes under
         this Article with a third party in respect of any Licensed Technology
         or licensed Intellectual Property without the other Party's prior
         written approval, which approval shall not be unreasonably withheld or
         delayed.

4.6.     Marking: HVT agrees that for each article sold to an end-user covered
         by an iPIX Patent, it will use commercially reasonable efforts to affix
         thereon the word "patent" or the abbreviation "pat.", together with the
         number of the patent, or when, from the character of the article, this
         can not be done, by fixing to it, or to the package wherein one or more
         of them is contained, a label containing a like notice.

5.       CONFIDENTIAL INFORMATION

5.1.     Trade Secrets: Nothing herein shall prevent iPIX from using, licensing,
         publishing or otherwise dealing with its own Trade Secret information
         to the extent such trade secret information relates to markets other
         than the Residential Real Estate Market within the United States.

5.2.     Confidential Information: In the course of carrying out this Agreement,
         the PH&D Agreement, the Product Development Agreement, or the Preferred
         Escrow


                                       11
<PAGE>   12

         Agreement, one Party (the "Receiving Party") may be exposed to certain
         proprietary technologies, processes, software, trade secrets and/or
         know-how ("Confidential Information") of the other Party (the
         "Disclosing Party"). Confidential Information shall also include the
         terms, conditions and provisions of this Agreement but shall not
         include any information which:

         (a)      Was publicly known or made generally available in the public
                  domain prior to the time of exposure;

         (b)      Becomes publicly known or made generally available to the
                  public through no fault of the Receiving Party;

         (c)      Is in the possession of the Receiving Party, without
                  confidentiality restrictions, at the time of exposure as shown
                  by competent evidence prior to the time of exposure; or

         (d)      Is independently developed by the Receiving Party.

5.3.     Limited Use: The Receiving Party agrees not to use any Confidential
         Information for any purpose except in accordance with this Agreement.
         The Receiving Party agrees not to disclose any Confidential Information
         to third parties or to employees of the Receiving Party, except to
         authorized third parties under this Agreement and those employees for
         whom it is appropriate to disclose and permit the use of such
         Confidential Information for purposes of this Agreement. The Receiving
         Party shall not reverse engineer, disassemble, or decompile any the
         Disclosing Party's software or technology, except as contemplated in
         this Agreement.

5.4.     Maintenance of Confidentiality: The Receiving Party shall take all
         commercially reasonable measures to protect the secrecy of and avoid
         unauthorized disclosure and unauthorized use of the Confidential
         Information. Without limiting the foregoing, the Receiving Party shall
         take at least those measures that it takes to protect its own most
         highly confidential information. The Receiving Party shall reproduce
         any proprietary rights notices on any approved copies of Confidential
         Information in the same manner in which such notices were set forth in
         or on the original.

5.5.     Third Parties: To the extent permitted in this Agreement, Receiving
         Party may disclose Confidential Information to any permitted third
         parties only if prior to such disclosure, the third party executes a
         Non-Disclosure Agreement substantively in the form attached as Schedule
         5.5. Without limiting the Disclosing Party's remedies against third
         party's violations, the Receiving Party shall be liable for third party
         breaches as and to the extent set forth in Section 8.4.

6.       HEIGHTENED DUTY OF CONFIDENTIALITY FOR SOURCE CODE

6.1.     Source Code: As any source code under this Agreement, including any
         derivatives, modifications or additions, ("Source Code") include many
         of the crown jewels (i.e. key assets) of iPIX's technology and contain
         extremely valuable and sensitive intellectual property of iPIX, HVT
         shall have a heightened duty to maintain the confidentiality of the
         Source Code. In addition to the other


                                       12
<PAGE>   13

         obligations under Section 5 (Confidentiality), HVT shall take the
         following steps to assure that the Source Code remains confidential:

         (a)      HVT shall limit access to the Source Code and shall require
                  its third party service providers to limit access to the
                  Source Code only to those persons permitted access under this
                  License Agreement ("Authorized Third Parties") and who are
                  appropriate or necessary for HVT to exercise its rights
                  hereunder. HVT shall require that each third party business or
                  entity having access to any of the Source Code shall first
                  complete and execute a Non-Disclosure Agreement Confidential
                  substantially in the form attached hereto as Schedule 6.1,
                  which HVT shall promptly deliver to iPIX via Express Mail.

         (b)      At all times, HVT shall maintain or require its third party
                  service providers to maintain a record of any and all copies
                  of Source Code, including without limitation (i) uniquely
                  identifying each computer or computer readable medium that
                  contains any such copies, (ii) the location thereof, (iii)
                  which aspects of the Source Code have been copied thereon, and
                  (iv) the names of the persons who have access to the Source
                  Code. HVT shall deliver or require such third party to deliver
                  a reasonably comprehensive and accurate copy of the report to
                  iPIX on a quarterly basis.

         (c)      All permitted copies shall remain only on the physical
                  business premises of HVT or an authorized third party and no
                  person shall be permitted to remove any copy. HVT shall
                  reproduce all proprietary rights notices on any permitted
                  copies of the Source Code in the same manner in which such
                  notices were set forth in or on the original.

         (d)      If HVT seeks for a third party to have access to the Source
                  Code pursuant to the License Agreement, HVT shall first
                  provide 14 days prior notice to iPIX identifying the third
                  party and specifying why HVT seeks to disclose the Source Code
                  to such third party.

         (e)      Without limiting the iPIX's remedies against third party's
                  violations, HVT shall be liable for third party breaches as
                  and to the extent set forth in Section 8.4.

6.2.     Exceptions: At any given time, Section 6.1 shall not apply with respect
         to a single third party provider for Processing Virtual Tours and a
         single third party provider for developing Licensed Technology (e.g.
         Productization), provided that HVT has used commercially reasonable
         efforts to cause such third parties to undertake a heightened duty of
         confidentiality set forth in Section 6.1.

7.       ROYALTIES AND PAYMENTS

HVT shall pay Service Royalties, Software Royalties, Key Royalties, and Other
Royalties, unless iPIX has materially breached this Agreement after 60 days
written notice by HVT specifying such breach, in which case such royalties may
be offset to the extent HVT was damaged by such breach.

7.1.     Service Royalties: Except as provided herein, HVT shall pay to iPIX
         "Service Royalties," which shall include the following components:


                                       13
<PAGE>   14

         (a) *

7.2.     Software Royalties: *

7.3.     Key Royalties: *

7.4.     Other Royalties: In the event HVT distributes products or services
         utilizing Licensed Technology which products or services are not
         contemplated under Service Royalties, Software Royalties or Key
         Royalties ("Other Products and Services"), then the Parties will
         negotiate in good faith appropriate royalties for such Other Products
         and Services using the royalties in this Article 7 as guidelines
         ("Other Royalties"). If Other Royalties cannot be amicably reached,
         such Other Royalties will be determined through binding arbitration;
         provided, however, that during such arbitration HVT may distribute such
         Other Products and Services and will pay a interim royalty to iPIX in
         an amount equal to *

7.5.     Minimum Annual Fee: Except as provided herein, with the exception of *
         the 2001 calendar year for which there shall be no minimum annual fee,
         HVT shall pay to iPIX a "Minimum Annual Fee" of which shall be measured
         on an annual basis and any deficiency paid within 30 days of the last
         day of each calendar year. With 30 days prior notice HVT may elect to
         terminate the obligation to pay the Minimum Annual Fee, but such
         election will not terminate the payment obligations in respect of
         Service Royalties, Software Royalties, Key Royalties and Other
         Royalties. From and after the date on which the obligation to pay the
         Minimum Annual Fee terminates, then * In measuring the Minimum Annual
         Fee, all amounts paid under the following shall be included:

         (1)      Service Royalties (Section 7.1);

         (2)      Software Royalties (Section 7.2);

         (3)      Key Royalties (Section 7.3);

         (4)      Other Royalties (Section 7.4); and

         (5)      Gross Up in Service Fees (as described in the PH&D Agreement).

7.6.     Exempted Royalties: *

7.7.     Customer Billing: Billings for products or services subject to
         royalties under this Article shall be due net 30 days from delivery of
         such products or services.

7.8.     Payments: Service Royalties, Software Royalties, Key Royalties, and
         Other Royalties shall be paid to iPIX on a calendar quarterly basis in
         arrears. All payments shall be made in U.S. currency.

         (a)      Reports: For all Service Royalties, Software Royalties, Key
                  Royalties, and Other Royalties in a given quarter, HVT shall
                  prepare a report specifying the amounts due and how such
                  amounts were calculated. Reports and corresponding payments
                  for such amount due shall be due no later than one month after
                  the quarter.

         (b)      Delinquent Payments: Any delinquent payment by HVT or iPIX
                  under this Agreement shall bear interest from the due date
                  until paid at a rate of 10% per annum.


                                       14
<PAGE>   15

7.9.     Auditing: HVT shall maintain accurate records and books of records with
         respect to the data upon which Service Royalties, Software Royalties,
         Key Royalties and Other Royalties are calculated. No more than once per
         calendar year, iPIX may hire a disinterested third party auditor that
         is a nationally recognized certified public accounting firm that has
         not had a business relationship with either Party in the 2 years prior
         to the audit to perform a reasonable inspection and auditing of the
         books and records of HVT relating to amounts due under Article 7 to
         verify compliance with Article 7 of this Agreement. HVT agrees to
         cooperate in such inspections and audits. All such audits shall be
         during normal business hours and on dates mutually agreed. Any payment
         discrepancy resulting from an audit shall be promptly paid. Each Party
         shall bear its own costs and expenses.

7.10.    Set-Off: HVT shall have the right to set-off against and deduct from
         Service Royalties, Software Royalties, Key Royalties or other
         Royalties, and any all amounts owed by iPIX to HVT in respect of (i)
         the amounts paid by HVT relating to commissions as described in Section
         4.6 of the Acquisition Agreement ("Commissions") and (ii) any co-op or
         rebate payments made to brokers in respect of the Tour Backlog under
         the relevant agreements ("Co-op Payments"). HVT shall have the right to
         make the payments for Commissions and Co-op Payments, and if HVT does
         make such payments, it shall give written notice of reimbursement to
         iPIX (which written notice shall include the amount of any Commission
         and Co-op Payments made and the basis of calculation therefor) and if
         iPIX does not reimburse HVT within 5 business days of such notice, HVT
         may exercise the set-off right described above.

8.       WARRANTIES AND INDEMNIFICATION

8.1.     Warranties:

         (a)      iPIX warrants that it or its Affiliates are the exclusive
                  owners of the Patents, and that the Patents are valid as of
                  the effective date. iPIX warrants that the Patents listed in
                  Schedule 2.7(A) and (B) constitute all of the Patents owned by
                  iPIX as of the date hereof. iPIX warrants that it or its
                  Affiliates own, will own, or will otherwise have the right to
                  grant the Licenses to the Licensed Technology.

         (b)      iPIX warrants that iPIX has the right to grant the Licenses
                  and rights in this Agreement, and that it has not granted to
                  any third party a license that conflicts with such Licenses
                  and rights, including any prior licenses granted to Motorola,
                  Inc. and Resort Condominiums, Inc.

         (c)      Except as specified in paragraph (d) of Schedule 8.1, iPIX
                  warrants that it has not received any threat, demand or notice
                  of claim from any person or entity asserting that IPIX's use
                  of any of the Licensed Technology constitutes any
                  infringement, interference, violation, misappropriation,
                  breach or wrongful use of the intellectual property rights of
                  any other person or entity and iPIX is not party to any
                  proceeding or outstanding decree, order, judgment, agreement
                  or stipulation restricting in any manner the use, transfer, or
                  licensing by iPIX of any Licensed Technology, or which may
                  affect the validity, use or enforceability of the Licensed
                  Technology.


                                       15
<PAGE>   16

         (d)      iPIX warrants that its goods, products and services provided
                  under this Agreement or related agreements will not infringe
                  the intellectual property rights of any third party, and will
                  indemnify HVT from any such infringement as provided in
                  Section 8.2(b).

         (e)      iPIX represents and warrants that (i) the Licensed Technology
                  includes all technology necessary or appropriate for
                  capturing, creating and viewing Virtual Tours and (ii) its
                  proprietary Hosting and Distribution (each as defined in the
                  PH&D Agreement) technologies are not necessary to Host or
                  Distribute the Virtual Tours and that other non-proprietary
                  technologies could be commercially obtained to Host and
                  Distribute such Virtual Tours.

         (f)      iPIX represents and warrants that there is no Other Viewing
                  Technology that iPIX is currently developing or has plans to
                  develop, that is an advancement over the Virtual Tour
                  Technology (i.e. not satisfying the definition of Virtual Tour
                  Technology).

         (g)      iPIX warrants that the Licensed Technology delivered to HVT or
                  into escrow under this Agreement or the Preferred Escrow
                  Agreement shall be in compliance with applicable law and shall
                  be prepared in a good and workman-like manner and free from
                  harmful or deleterious viruses or programming routines.

8.2.     Indemnification:

         (a)      In the event that either Party breaches any representation,
                  warranty, covenant or agreement in this Agreement, the
                  breaching Party agrees to indemnify the other Party, its
                  affiliates, together with their respective directors,
                  officers, employees, managers, agents, permitted licensees and
                  sublicensees and advisors ("Indemnified Parties"), and hold
                  them harmless from, against and with respect to any and all
                  direct and actual losses arising out of such breach of any
                  representation, warranty, covenant or agreement.

         (b)      In the event that any goods, products and services provided
                  under this Agreement or related agreements to HVT by iPIX or
                  its Affiliates are accused of infringing the intellectual
                  property rights in a claim or cause of action by a third party
                  and HVT provides notice that it seeks iPIX's indemnification,
                  iPIX shall have the option of indemnifying HVT and its
                  Indemnified Parties in respect of such claim or cause of
                  action as follows: (i) iPIX shall secure licenses to such
                  intellectual property rights; or (ii) iPIX shall defend
                  against such claim or cause of action. If iPIX opts to defend,
                  iPIX shall pay for and control the legal defense to such claim
                  or cause of action subject to HVT's approval which shall not
                  be unreasonably withheld or delayed, including without
                  limitation attorney selection, strategy, discovery, trial,
                  appeal, and settlement, and HVT shall, at iPIX's cost and
                  expense (with respect to reasonable out of pocket costs and
                  expenses incurred by HVT), provide all commercially reasonable
                  assistance requested by iPIX. If iPIX fails to assume the
                  defense of the lawsuit or action within fifteen (15) calendar
                  days after receipt of the claim notice, HVT will (upon
                  delivering notice to that effect to iPIX) have the right to
                  undertake, at iPIX's cost and expense, the defense, compromise
                  or settlement of the lawsuit or action on behalf of and for
                  the account and


                                       16
<PAGE>   17

                  risk of iPIX, and iPIX shall, at iPIX's cost and expense,
                  provide all commercially reasonable assistance requested by
                  HVT; provided, however, that the claim or action will not be
                  compromised or settled without the written consent of iPIX,
                  which consent will not be unreasonably withheld, conditioned
                  or delayed. If HVT assumes the defense of the claim or action,
                  then HVT will keep iPIX reasonably informed as to the progress
                  of any such defense, compromise or settlement. In the event of
                  an award of damages against HVT or its Indemnified Parties is
                  payable that may result from any such claim or cause of
                  action, iPIX shall pay and be liable for all such damages,
                  except for any portion of such damages that the court has
                  found was caused by modifications to or combinations of
                  Licensed Technology with any other technology or services by
                  HVT or its Indemnified Parties (unless expressly consented to
                  by iPIX in writing).

         (c)      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN
                  NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR ITS
                  REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR SPECIAL,
                  INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
                  LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
                  INTERRUPTION, LOSS OF INFORMATION OR OTHER PECUNIARY LOSS),
                  EVEN IN THE EVENT THE BREACHING PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF SUCH DAMAGES.

                  **

8.3.     Indemnification Procedures:

         (a)      Any claim for recovery pursuant to Article 8 will be made
                  promptly after discovery of the circumstances underlying such
                  claim in a written statement signed by the Party seeking
                  indemnification, which will specify in reasonable detail the
                  information relating to such claim possessed by the Party
                  seeking indemnification. The failure of the Indemnified Party
                  to give timely notice hereunder for any purpose will not
                  affect rights to indemnification hereunder, except to the
                  extent such failure materially and adversely prejudices the
                  Indemnifying Party. No lawsuit or action will be compromised
                  or settled without the written consent of the Indemnifying
                  Party, which consent will not be unreasonably withheld,
                  conditioned or delayed.

         (b)      At the time of delivery of notice of a claim of a loss
                  hereunder the Party against whom such claim is made will
                  respond to the claiming Party within fifteen (15) days
                  following receipt of such notice. If there is no dispute of
                  such claim, the indemnifying Party will promptly make payment
                  to the other Party. Upon receipt of a disputed claim, the
                  Party will deliver, in good faith, to the claiming Party a
                  written statement responding to the claim and presenting the
                  basis of reasonable dispute of the terms thereof. The Parties
                  will attempt in good faith to agree upon the rights of the
                  respective Parties with respect to each of such claims. If the
                  Parties cannot agree upon a settlement of any claim within
                  thirty (30) days thereafter, the Parties will submit such
                  dispute to arbitration. The provisions of this subsection (b)
                  shall not apply to claim or cause of action


                                       17
<PAGE>   18

                  that is described in Section 8.2(b) which Section 8.2(b) shall
                  govern in respect of such claims or causes of action.

8.4.     Liability for Third Party Actions:*

9.       CESSATION

9.1.     Cessation: In the event that iPIX elects to cease offering and
         supporting products and services under this Agreement, iPIX shall
         provide HVT at least 6 months advance written notice, and upon such
         cessation, HVT shall no longer be obligated to make payments under
         Article 7 (Royalties), and the PH&D Agreement and Product Development
         Agreement shall terminate. iPIX's written notice shall be a release
         event under the Preferred Escrow Agreement.

9.2.     Deemed Cessation: iPIX shall make ongoing commercially reasonable
         efforts to create Improvements such that the Licensed Technology
         supports the most widely used browsers and operating systems in the
         United States. As long as the provisions of Section 3.5 (Future
         Licenses) are in effect, iPIX will be deemed to have ceased offering
         and supporting products and services under Section 9.1 if iPIX's
         Virtual Tour Technology is not compatible with the set of pervasively
         used viewing technologies used by at least 51% of the users of the
         personal computers or other popular viewing devices in the United
         States Residential Real Estate Market. HVT must provide notice to iPIX
         specifying such non-compliance, where such notice shall include
         competent supporting evidence and documentation. iPIX shall have 90
         days to remedy any such non-compliance; provided, that if iPIX has not
         remedies such non-compliance within such 90 day period but has provided
         written evidence reasonably satisfactory to HVT that iPIX has made
         substantial and reasonable progress in such compliance and provides
         reasonable assurances that iPIX will be able to fully comply within an
         additional 30 day period, iPIX shall have an additional 30 days to so
         comply.

10.      MISCELLANEOUS

10.1.    Term: This Agreement shall commence upon mutual execution by the
         Parties of this Agreement and shall remain in effect in perpetuity
         unless mutually terminated.

10.2.    Non-Transferable: Except as expressly provided herein, this Agreement
         may not be assigned by either Party, except as part of a corporate
         reorganization, consolidation, merger or sale of substantially all
         related assets used in the Virtual Tour business (for the purposes of
         this Section in respect of iPIX, Virtual Tour shall not be limited to
         Residential Real Estate) or all stock of the assigning Party, and the
         assigning Party shall provide notice of such assignment to the other
         Party. This Agreement shall inure to the benefit of and be binding upon
         the successors and permitted assigns of the Parties.

10.3.    Governing Laws: This Agreement shall be construed under and governed by
         the laws of the State of California.


                                       18
<PAGE>   19

10.4.    Binding Arbitration: Any controversy or claim arising out of or
         relating to this Agreement, or the breach thereof, shall be settled
         through binding arbitration in Los Angeles County before three
         arbitrators and administered by the American Arbitration Association in
         accordance with its Commercial Arbitration Rules, including the
         Emergency Interim Relief Procedures, and judgment on the award rendered
         by the arbitrators may be entered in any court having jurisdiction
         thereof. Either Party may elect to have any arbitration scheduled and
         resolved on expedited basis and such expedited arbitration shall not be
         opposed by the other Party. The arbitrators may, in their discretion,
         award costs and fees, including attorneys fees, under the standards of
         Rule 11 of the Federal Rules of Civil Procedure or similar rules of the
         American Arbitration Association, if any. ALL JUDICIAL PROCEEDINGS
         ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY
         STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
         CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE PARTIES
         ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
         UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
         AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES
         TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
         AGREEMENT. The Parties hereby agree that service of all process in any
         such proceeding in any such court may be made by registered or
         certified mail, return receipt requested, to the Parties at its address
         provided in Section 10.5, such service being hereby acknowledged by to
         be sufficient for personal jurisdiction in any action against the
         Parties in any such court and to be otherwise effective and binding
         service in every respect. Nothing herein shall affect the right to
         serve process in any other manner permitted by law or shall limit the
         right of the Parties to bring proceedings against the other in the
         courts of any other jurisdiction.

10.5.    Notices: All notices under this License Agreement must be in writing to
         the other Party's General Counsel through (i) personal service, or (ii)
         via certified mail, return receipt requested, addressed to the Party's
         corporate headquarters. Notice shall be effective upon personal service
         or delivery of the certified mail, as the case may be.

10.6.    Force Majeure: A Party shall not be liable for any delay or failure to
         perform its obligations in this Agreement if such delay or failure to
         perform is due to any cause or condition reasonably beyond that Party's
         control, including, but not limited to, acts of God, war, government
         intervention, riot, embargoes, acts of civil or military authorities,
         earthquakes, fire, flood, accident, strikes, inability to secure
         transportation, facilities, fuel, energy, labor or materials.

10.7.    Unenforceability: It is intended that this Agreement shall not violate
         any applicable law. If, at any time or for any reason, any provision
         becomes unenforceable or invalid, such provisions shall be amended to
         bring them into legal compliance and to preserve to the maximum extent
         possible the intent of the Parties and the remaining provisions shall
         remain unaffected and continue


                                       19
<PAGE>   20

         with the same effect as if such unenforceable or invalid provision had
         not have been inserted herein.

10.8.    No Waiver: Failure of either Party to exercise its rights under this
         Agreement shall not be construed as a waiver of that Party's rights,
         including without limitation the right to seek remedies arising from
         past, present or future breach by the other Party.

10.9.    Counterparts: This Agreement may be executed in any number of
         counterparts, each of which shall be an original, with the same effect
         as if the signatures thereto and hereto were upon the same instrument.

10.10.   Headings: The headings and captions in this Agreement are for
         convenience purposes only, and shall not be used to construe the terms
         of this Agreement.

10.11.   Entire Agreement: This Agreement and its Schedules contain the entire
         understanding between the Parties with respect to the matters contained
         herein. This Agreement supercedes all prior agreements between the
         Parties, whether oral or written, express or implied, as to the matters
         contained herein. No waiver, consent, modification, amendment or change
         of the terms of this Agreement shall be binding unless in writing and
         signed by the Parties.

10.12.   *

As duly authorized representatives of the Parties and after consultation with
their respective legal counsel, the undersigned declare that they understand and
agree to be bound by the Agreement as an enforceable contract.


                                       20
<PAGE>   21

INTERNET PICTURES CORPORATION              HOMESTORE VIRTUAL TOURS, INC.



------------------------------------       ------------------------------------
Signature                                  Signature



------------------------------------       ------------------------------------
Name                                       Name



------------------------------------       ------------------------------------
Title                                      Title



------------------------------------       ------------------------------------
Date                                       Date


                                      S-1
<PAGE>   22
                                                                    SCHEDULE 6.1


                            NON-DISCLOSURE AGREEMENT
                                  (SOURCE CODE)

This Agreement is made between ___________________ (hereinafter "Disclosing
Party") and Receiving Party, as identified below.

Purpose. Disclosing Party and Receiving Party wish to explore a business
opportunity of mutual interest ("Opportunity"), and in connection with this
Opportunity, Disclosing Party may disclose to Receiving Party Confidential
Information that Receiving Party shall treat as confidential.

"Confidential Information" means any information Disclosing Party discloses to
Receiving Party, either directly or indirectly, in writing, orally or by
inspection of tangible objects, including without limitation documents,
operating plans, financial data, business plans, forecasts, technology, trade
secrets, and know how. Confidential Information shall not, however, include any
information which Receiving Party can establish (i) was publicly known and made
generally available in the public domain prior to the time of disclosure to
Receiving Party by Disclosing Party; (ii) becomes publicly known and made
generally available to the public through no action or inaction of the Receiving
Party; or (iii) is in the possession of Receiving Party, without confidentiality
restrictions, at the time of disclosure by Disclosing Party as shown by
Receiving Party's documents and other competent evidence prior to the time of
disclosure.

Non-use and Non-disclosure. Receiving Party agrees not to use any Confidential
Information for any purpose except as directed by Disclosing Party or to perform
work for Disclosing Party. Receiving Party agrees not to disclose any
Confidential Information to third parties or to employees of Receiving Party,
except to those employees who are required to have the information in
furtherance of the Opportunity or to perform work for Disclosing Party.
Receiving Party shall not reverse engineer, disassemble or decompile any
prototypes, software or other tangible objects that embody the Confidential
Information.

Maintenance of Confidentiality. Receiving Party agrees that it shall take all
reasonable measures to protect the secrecy of and avoid disclosure and
unauthorized use of the Confidential Information. Without limiting the
foregoing, Receiving Party shall take at least those measures that Receiving
Party takes to protect its own most highly confidential information and shall
have its employees, if any, who have access to Confidential Information sign a
non-use and non-disclosure agreement in content substantially similar to the
provisions hereof prior to any disclosure of Confidential Information to such
employees. Receiving Party shall not make any copies of Confidential Information
unless the same are previously approved in writing by Disclosing Party.
Receiving Party shall reproduce all proprietary rights notices on any such
approved copies in the same manner in which such notices were set forth in or on
the original. Receiving Party shall immediately notify Disclosing Party in the
event of any unauthorized use or disclosure of the Confidential Information.

Heightened Duty of Confidentiality for Source Code. At the request and direction
of Disclosing Party the Receiving Party will be given access to certain licensed
source code that is owned by Internet Pictures Corporation ("iPIX"). The
Receiving Party understands that the source code, including any derivatives,
modifications or additions, ("Source Code") include many of the


<PAGE>   23

crown jewels (i.e. key assets) of iPIX's technology and contain extremely
valuable and sensitive intellectual property of iPIX. Receiving Party also
understands that any unauthorized dissemination or publication of the Source
Code will irreparably damage iPIX. In addition to the other provisions in this
Agreement, RECEIVING PARTY AGREES TO UNDERTAKE A HEIGHTENED DUTY TO MAINTAIN THE
CONFIDENTIALITY OF THE SOURCE CODE AS SET FORTH BELOW:

         a.       At all times, Receiving Party shall maintain a record of any
                  and all copies of Source Code, including without limitation
                  (i) uniquely identifying each computer or computer readable
                  medium that contains any such copies, (ii) the location
                  thereof, (iii) which aspects of the Source Code have been
                  copied thereon, and (iv) the names of the persons who have
                  access to the Source Code. Receiving Party shall deliver to
                  Disclosing Party a reasonably comprehensive and accurate copy
                  of the reports on a quarterly basis.

         b.       All permitted copies of Source Code shall remain only on the
                  physical business premises of Receiving Party and no person
                  shall be permitted to remove any copy.

         c.       Receiving Party shall make no copies of the Source Code,
                  whether on computer readable media or hard copy, unless
                  instructed otherwise by Disclosing Party.

         d.       Receiving Party shall use the Source Code only as instructed
                  by Disclosing Party.

         e.       After Receiving Party has completed its permitted use of the
                  Source Code, it shall destroy or return all copies of the
                  Source Code.

Return of Materials. All documents and other tangible objects containing or
representing Confidential Information and all copies thereof which are in the
possession of Receiving Party shall be returned to Disclosing Party or destroyed
within thirty days after the authorized use of Confidential Information has
ended.

No License. No license or other intellectual property right is conveyed by this
Agreement, including rights under patent, trademark, copyright and/or trade
secret.

Term. This Agreement shall survive until such time as all Confidential
Information disclosed hereunder becomes publicly known and made generally
available through no action or inaction of Receiving Party.

Miscellaneous. This Agreement shall bind and inure to the benefit of the parties
hereto and their successors and assigns. This document contains the entire
agreement between the parties with respect to the subject matter hereof. Any
failure to enforce any provision of this Agreement shall not constitute a waiver
thereof or of any other provision hereof. This Agreement may not be amended, nor
any obligation waived, except by a writing signed by both parties hereto.
Receiving Party shall not assign this Agreement, or assign or delegate any
rights or obligations hereunder. In the event any term of this Agreement is
found by any court to be void or otherwise unenforceable, the remainder of this
agreement shall remain valid and enforceable as though such term were absent
upon the date of its execution.


<PAGE>   24

RECEIVING PARTY:
                  --------------------------------------------

By:
         -----------------------------------------------------

Name:
         -----------------------------------------------------

Title:
         -----------------------------------------------------

Date:
         -----------------------------------------------------