THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES  ACT OF 1933 (THE  "ACT") OR UNDER  ANY STATE  SECURITIES  LAWS.
     THESE  SECURITIES  MAY NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  EXCEPT  AS
     PERMITTED UNDER THE ACT AND APPLICABLE STATE  SECURITIES LAWS,  PURSUANT TO
     REGISTRATION  OR  EXEMPTION  THEREFROM.  UNLESS  THE  SECURITIES  ARE  SOLD
     PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT,  THE  ISSUER  OF THESE
     SECURITIES  MAY  REQUIRE  AN  OPINION  OF  COUNSEL  IN FORM  AND  SUBSTANCE
     SATISFACTORY  TO THE ISSUER TO THE EFFECT  THAT ANY  PROPOSED  TRANSFER  OR
     RESALE IS IN COMPLIANCE  WITH THE ACT AND ANY APPLICABLE  STATE  SECURITIES
     LAWS.

                        --------------------------------

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                 BURST.COM, INC.

                        --------------------------------


     FOR  VALUE  RECEIVED,   ______________,   or  its  permitted  assigns  (the
"Holder"),  is entitled to purchase,  subject to the provisions of this Warrant,
from Burst.Com,  Inc., a Delaware  corporation (the "Company",  formerly Instant
Video Technologies, Inc.), up to _____________ shares of Common Stock, $0.00001,
of the  Company  (the  "Common  Stock") at a price per share equal to $5.00 (the
"Exercise Price").  The number of shares of Common Stock to be received upon the
exercise of this  Warrant and the  Exercise  Price may be adjusted  from time to
time as hereinafter set forth.  The shares of Common Stock  deliverable upon any
exercise  of this  Warrant  are  hereinafter  sometimes  referred to as "Warrant
Shares".  This  Warrant  is issued by the  Company  pursuant  to the  Securities
Purchase  Agreement dated January 27, 2000 (the "Purchase  Agreement") among the
Company and each of the  purchasers  named on the  signature  pages  thereto and
shall  be  entitled  to  the  rights  set  forth  therein,   including   certain
registration  rights  relating to the Warrant Shares.  The Warrants  exercisable
pursuant to the terms of the Purchase  Agreement shall  collectively be referred
to herein as the "Purchase Agreement Warrants".

     (a) EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any time or from time to time during the period commencing on the date hereof
through and including the fifth  anniversary of the date hereof (the "Expiration
Date") and if the date of exercise shall be a day on which banking  institutions
in the State of New York shall be  authorized  by law to close then the  Warrant
shall be exercisable  on the next  succeeding day which shall not be such a day;
provided, however, that in the event of (a) the closing of the Company's sale or
transfer of all or  substantially  all of its assets,  or (b) the closing of the
acquisition of the Company by another  entity by means of merger,  consolidation
or other  transaction  or  series  of  related  transactions,  resulting  in the
exchange of the outstanding shares of
<PAGE>
the Company's  capital stock such that the  stockholders of the Company prior to
such transaction own, directly or indirectly,  less then 50% of the voting power
of the  surviving  entity  and (c) in any such  event  the  shareholders  of the
Company  shall  receive  consideration  consisting  of  cash  and/or  marketable
securities   in  excess  of  $7.50  per  share   (adjusted   for  stock  splits,
combinations,  reclassifications and the like) (any such event being referred to
herein  as a  "Termination  Event"),  this  Warrant  shall,  on the date of such
Termination  Event,  no longer be  exercisable  and become null and void. In the
event of a proposed  transaction of the kind described in (a) or (b) above,  the
Company  shall  notify the holder of the Warrant at least twenty (20) days prior
to the consummation of such Termination  Event. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal  office, or at
the office of its stock transfer  agent,  if any, with the Purchase Form annexed
hereto duly executed and  accompanied  by payment of the Exercise  Price for the
number of Warrant Shares  specified in such Form. As soon as  practicable  after
each such exercise,  but not later than two business (2) days following the date
of  such  exercise,  the  Company  shall  issue  and  deliver  to the  Holder  a
certificate or certificates  for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its  designee(s).  If this Warrant shall
be  exercised  in part,  the Company  shall,  upon  surrender of the Warrant for
cancellation,  execute and deliver a new  Warrant  evidencing  the rights of the
Holder  thereof to  purchase  the  balance  of the  Warrant  Shares  purchasable
hereunder.  Upon receipt by the Company of the Warrant at its office,  or by the
stock transfer  agent of the Company at its office,  in proper form for exercise
and accompanied by proper  payment,  the Holder shall be deemed to be the holder
of record of the Warrant  Shares  issuable upon such  exercise,  notwithstanding
that the  stock  transfer  books of the  Company  shall  then be  closed or that
certificates  representing  such shares of Common Stock shall not then have been
physically delivered to the Holder.

     (b) RESERVATION OF SHARES.  The Company  covenants and agrees that it shall
at all times reserve for issuance and delivery upon exercise of the Warrant such
number of shares of Common  Stock as shall be required for issuance and delivery
upon exercise of the Warrant.  In addition,  the Company  further  covenants and
agrees that all Warrant Shares, upon issuance, shall be duly and validly issued,
fully paid and  non-assessable  and no personal  liability  shall  attach to the
holder thereof.

     (c) FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued
upon  exercise of this  Warrant.  All  fractional  shares shall be eliminated by
rounding any fraction to the nearest whole number of shares of Common Stock.

     (d) EXCHANGE,  TRANSFER,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant shall
be exchangeable, without expense, at the option of the Holder, upon presentation
and  surrender  hereof to the  Company,  or at the office of its stock  transfer
agent,  for other  Warrants  of  different  denominations  entitling  the Holder
thereof to purchase in the  aggregate  the same number of shares of Common Stock
purchasable  hereunder.  Upon  surrender  of this  Warrant to the Company or the
office of its stock transfer agent, with the Assignment Form annexed hereto duly
executed  and funds  sufficient  to pay any transfer  tax, the Company,  without
charge, shall execute and deliver new Warrants in the name of the assignee named
in such  instrument of assignment and this Warrant shall be cancelled  promptly,
provided  that the Company  shall  receive from the Holder an opinion of counsel
that  such  assignment,  as  contemplated  by  the  Holder,  shall  not  violate
applicable Federal or state securities laws. This

                                       -2-
<PAGE>
Warrant  may be divided or  combined  with other  Warrants  which carry the same
rights upon  presentation  hereof at the principal  office of the Company or the
office of its stock transfer agent,  together with a written  notice,  signed by
the Holder hereof,  specifying the names and denominations in which new Warrants
are to be issued.  The term "Warrants" as used herein shall include any warrants
into which this warrant may be divided or exchanged. Upon receipt by the Company
of evidence satisfactory to it of the loss, theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company shall execute and deliver a new Warrant of
like tenor and date.

     (e) RIGHTS OF HOLDER.  The Holder shall not, until the exercise hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder shall be limited to those expressed herein.

     (f) ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time and
the number and kind of securities  purchasable upon the exercise of this Warrant
shall be subject to  adjustment  from time to time upon the  happening of any of
the following events:

          (i) In the event that the  Company  shall  issue or sell any shares of
     Common  Stock  (except  as  provided  in  paragraph  (f)(v)  hereof)  for a
     consideration  per share less than the greater of (A) the Exercise Price in
     effect immediately prior to such issue or sale and (B) the Market Price (as
     defined in paragraph  (f)(ii)(G) hereof) on the date of such issue or sale,
     then the  Exercise  Price,  as of the date of such issue or sale,  shall be
     reduced to such lesser price  (calculated  to the nearest cent) as shall be
     determined by multiplying  the Exercise Price in effect  immediately  prior
     thereto by a fraction,  the  numerator of which shall be the sum of (x) the
     number  of  shares of Common  Stock  outstanding  immediately  prior to the
     issuance or sale of such  additional  shares (on a fully diluted basis) and
     (y) the number of shares of Common Stock which the aggregate  consideration
     received for the issuance or sale of such additional  shares would purchase
     at the greater of the Market Price on the date of such issue or sale or the
     Exercise  Price then in effect,  and the  denominator of which shall be the
     number of shares of Common Stock outstanding immediately after the issuance
     or sale of such additional shares (on a fully diluted basis).

          (ii)  For the  purposes  of  paragraph  (f)(i)  above,  the  following
     subparagraphs (A) to (G), inclusive, shall be applicable:

               (A) If at any time the Company  shall issue or sell any rights to
          subscribe  for, or any rights or options to purchase,  Common Stock or
          any stock or other  securities  convertible  into or exchangeable  for
          Common Stock (such  convertible  or  exchangeable  stock or securities
          being hereinafter  called  "Convertible  Securities"),  whether or not
          such  rights or options or the right to convert or  exchange  any such
          Convertible Securities shall be immediately exercisable, and the price
          per share for which Common  Stock shall be issuable  upon the exercise
          of such  rights or  options or upon  conversion  or  exchange  of such
          Convertible  Securities  (determined by dividing (1) the total amount,
          if any, received or receivable

                                       -3-
<PAGE>
          by the  Company as  consideration  for the  granting of such rights or
          options, plus the minimum aggregate amount of additional consideration
          payable to the  Company  upon the  exercise of such rights or options,
          plus,  in the case of any such rights or options which shall relate to
          Convertible  Securities,  the minimum  aggregate  amount of additional
          consideration,  if  any,  payable  upon  the  issue  or  sale  of such
          Convertible Securities and upon the conversion or exchange thereof, by
          (2) the total  number of shares  of  Common  Stock  issuable  upon the
          exercise of such rights or options or upon the  conversion or exchange
          of all such Convertible  Securities issuable upon the exercise of such
          rights or options)  shall be less than the greater of (x) the Exercise
          Price in effect  immediately prior to the time of the issue or sale of
          such  rights or options  and (y) the Market  Price on the date of such
          issue or sale,  then the  total  number  of  shares  of  Common  Stock
          issuable  upon  the  exercise  of  such  rights  or  options  or  upon
          conversion  or  exchange  of the  total  amount  of  such  Convertible
          Securities  issuable upon the exercise of such rights or options shall
          (as of the date of granting of such rights or options) be deemed to be
          outstanding  and to have been  issued for such  price per  share,  and
          except as provided in paragraph (f)(iv), no further adjustments of the
          Exercise  Price  shall be made upon the  actual  issue of such  Common
          Stock or of such  Convertible  Securities,  upon the  exercise of such
          rights or options or upon the actual  issue of such Common  Stock upon
          conversion or exchange of such Convertible Securities.

               (B)  If  at  any  time  the  Company  shall  issue  or  sell  any
          Convertible  Securities,  whether  or not the  rights to  exchange  or
          convert thereunder shall be immediately exercisable, and the price per
          share for which Common Stock shall be issuable upon such conversion or
          exchange  (determined  by dividing  (1) the total  amount  received or
          receivable  by the Company as  consideration  for the issue or sale of
          such  Convertible  Securities,  plus the minimum  aggregate  amount of
          additional  consideration,  if any,  payable to the  Company  upon the
          conversion or exchange  thereof,  by (2) the total number of shares of
          Common  Stock  issuable  upon the  conversion  or exchange of all such
          Convertible  Securities)  shall be less  than the  greater  of (x) the
          Exercise Price in effect  immediately  prior to the time of such issue
          or sale and (y) the  Market  Price on the date of such  issue or sale,
          then the  total  number  of  shares  of  Common  Stock  issuable  upon
          conversion or exchange of all such Convertible Securities shall (as of
          the  date of the  issue  or sale of such  Convertible  Securities)  be
          deemed to be  outstanding  and to have been  issued for such price per
          share,  and,  except as  provided  in  paragraph  (f)(iv)  no  further
          adjustments  of the Exercise Price shall be made upon the actual issue
          of such Common Stock,  upon conversion or exchange of such Convertible
          Securities.  In  addition,  if any  issue or sale of such  Convertible
          Securities  shall be made upon exercise of any rights to subscribe for
          or to  purchase  or  any  option  to  purchase  any  such  Convertible
          Securities for which adjustments of the Exercise Price shall have been
          or shall be made

                                       -4-
<PAGE>
          pursuant to other  provisions of this  paragraph  (f)(ii),  no further
          adjustment of the Exercise Price shall be made by reason of such issue
          or sale.

               (C) If at any time the Company  shall  declare and pay a dividend
          or make any other distribution upon the Common Stock payable in Common
          Stock or Convertible Securities,  any such Common Stock or Convertible
          Securities,  as the case may be,  issuable in payment of such dividend
          or  distribution  shall be deemed to have been issued or sold  without
          consideration;  provided,  that this provision  shall not apply to any
          shares of Common Stock  issuable  for  additional  consideration  upon
          conversion of such Convertible Securities.

               (D) If at any time any  shares  of  Common  Stock or  Convertible
          Securities  or any rights or options to purchase any such Common Stock
          or  Convertible  Securities  shall be  issued  or sold for  cash,  the
          consideration  received  therefor  shall be  deemed  to be the  amount
          received by the Company therefor,  without deduction  therefrom of any
          expenses  incurred or any  underwriting  commissions or concessions or
          discounts paid or allowed by the Company in connection  therewith.  In
          case any  shares  of Common  Stock or  Convertible  Securities  or any
          rights or options to  purchase  any such Common  Stock or  Convertible
          Securities  shall be issued  or sold for a  consideration  other  than
          cash, the amount of the consideration  other than cash received by the
          Company shall be deemed to be the fair value of such  consideration as
          determined by the Board of Directors,  without deduction  therefrom of
          any expenses  incurred or any underwriting  commissions or concessions
          or discounts  paid or allowed by the Company in connection  therewith.
          In case any shares of Common Stock or  Convertible  Securities  or any
          rights or options to  purchase  any such Common  Stock or  Convertible
          Securities  shall be issued in  connection  with any merger of another
          corporation  into the Company,  the amount of  consideration  therefor
          shall be deemed to be the fair  value of such  merged  corporation  as
          determined  by the Board of  Directors  reduced  by all cash and other
          consideration  (if any) paid by the  Company in  connection  with such
          merger.

               (E) If at any time the Company shall fail to set a record date of
          the holders of Common Stock for the purpose of  entitling  them (1) to
          receive a dividend or other distribution payable in Common Stock or in
          Convertible  Securities,  or (2) to subscribe  for or purchase  Common
          Stock or Convertible Securities, then such record date shall be deemed
          to be the date of the  issue or sale of the  shares  of  Common  Stock
          deemed  to have  been  issued  or sold  upon the  declaration  of such
          dividend or the making of such other  distribution  or the date of the
          granting of such right of  subscription  or purchase,  as the case may
          be.

               (F) The number of shares of Common Stock outstanding at any given
          time shall not include  shares  owned or held by or for the account of
          the

                                       -5-
<PAGE>
          Company,  provided  that  such  shares  are  neither  issued,  sold or
          otherwise distributed by the Company.

               (G) For  purposes  hereof,  the  "Market  Price"  shall  mean the
          closing bid price of the Common Stock in the over-the-counter  market,
          or, if the Common Stock shall be quoted on The Nasdaq  National Market
          or The  Nasdaq  SmallCap  Market or listed  on a  national  securities
          exchange,  the closing sale price on such principal market or exchange
          on which the Common Stock may be listed, in each case on the day prior
          to the date of  determination  of such "Market  Price." If at any time
          the Common Stock shall not be traded in the over-the-counter market or
          quoted or listed on The Nasdaq  National Market or The Nasdaq SmallCap
          Market or a national  securities  exchange,  the  "Market  Price" of a
          share of Common Stock shall be deemed to be the higher of (x) the book
          value  thereof  (as  determined  by any  firm  of  independent  public
          accountants of nationally recognized standing selected by the Board of
          Directors)  as of the  last day of any  month  ending  within  60 days
          preceding the date of determination, or (y) the fair value thereof (as
          determined in good faith by the Board of Directors) as of a date which
          shall be within 15 days of the date of determination.

          (iii) In case at any time the Company shall  subdivide its outstanding
     shares of Common Stock into a greater number of shares,  the Exercise Price
     in effect  immediately prior to such subdivision  shall be  proportionately
     reduced.  In case at any time the outstanding shares of Common Stock of the
     Company  shall be combined  into a smaller  number of shares,  the Exercise
     Price  in  effect   immediately   prior  to  such   combination   shall  be
     proportionately increased.

          (iv) If the  purchase or exercise  price  provided for in any right or
     option  referred  to in  paragraph  (f)(ii)(A),  or the rate at  which  any
     Convertible  Securities referred to in paragraph (f)(ii)(A) or (B) shall be
     convertible  into or  exchangeable  for  Common  Stock,  shall  change or a
     different  purchase or exercise price or rate shall become effective at any
     time or from time to time, then, upon such change becoming  effective,  the
     Exercise  Price then in effect  hereunder  shall  forthwith be increased or
     decreased  to such  Exercise  Price as would  have been in  effect  had the
     adjustments made upon the granting or issuance of such rights or options or
     Convertible  Securities been made upon the basis of (A) the issuance of the
     number of shares of Common Stock  theretofore  actually  delivered upon the
     exercise of such  options or rights or upon the  conversion  or exchange of
     such Convertible  Securities  consideration  received  therefor and (B) the
     granting or issuance at the time of such change of any such options, rights
     or Convertible Securities then still outstanding for the consideration,  if
     any,  received by the Company  therefor  and to be received on the basis of
     such changed price.

          (v) The Company  shall not be required to make any  adjustment  to the
     Exercise Price in the case of:

                                       -6-
<PAGE>
               (A) the granting,  after the date hereof, by the Company of stock
          options or stock  awards with  respect to shares of Common Stock under
          stock  option  plans of the  Company,  so long as the total  number of
          shares of Common  Stock  issuable or issued  pursuant to such  options
          does not exceed 11% of (i) the outstanding  shares of Common Stock (on
          a  fully  diluted  basis)  as of the  date of the  Purchase  Agreement
          together with (ii) any additional  outstanding  shares of Common Stock
          (on a fully  diluted  basis)  issued on or  before  January  31,  2000
          pursuant to the Purchase Agreement;

               (B) the  issuance  of  shares  of Common  Stock  pursuant  to the
          exercise of the options  referred to in paragraph  (f)(v)(A)  above or
          any other options  outstanding as of the date hereof,  provided,  that
          any such issuance does not result in the Company exceeding the 39% cap
          set forth in Section 4(b) of the Purchase Agreement;

               (C) the  issuance  of  shares  of Common  Stock  pursuant  to the
          exercise  or  conversion  of any  securities  outstanding  on the date
          hereof;

               (D) the  issuance  of  shares  of Common  Stock  pursuant  to the
          Purchase  Agreement or the  Registration  Rights Agreement dated as of
          January 27, 2000 among the Company and each of the purchasers named on
          the signature pages thereto on, or before, January 31, 2000;

               (E) the  issuance of shares of Common  Stock upon the exercise or
          triggering  of any  antidilution  provisions  thereunder of any of the
          Warrants; and

               (F) the  issuance  of equity  securities  in  connection  with an
          offering  pursuant to an  engagement  letter,  dated  October 5, 1999,
          between  E*Offering  and  the  Company  (the  "E*Offering   Engagement
          Letter"),  whether such equity  securities are issued to E*Offering or
          to any investor  for which  E*Offering  is entitled to be  compensated
          pursuant to the E*Offering Engagement Letter.

          (vi) Whenever the Exercise Price payable upon exercise of this Warrant
     shall be adjusted  pursuant to this  paragraph  (f),  the number of Warrant
     Shares purchasable upon exercise hereof simultaneously shall be adjusted by
     multiplying the number of Warrant Shares issuable immediately prior to such
     adjustment  by the  Exercise  Price  in  effect  immediately  prior to such
     adjustment and dividing the product so obtained by the Exercise  Price,  as
     adjusted.

     (g)  OFFICER'S  CERTIFICATE.  The Company  shall give notice to each record
holder of the  Warrants  of any event or  transaction  that  shall  result in an
adjustment in the Exercise Price, within five (5) business days thereof, at such
Holder's  address as the same appears on the books of the  Company,  including a
computation  of such  adjustment  and any  adjustment  in the  number of Warrant
Shares for which such Holder may exercise such Holder's  Warrant and any further
information   as  shall  be  necessary  to  confirm  the   computation  of  such
adjustments.

                                       -7-
<PAGE>
     (h)  CERTAIN  NOTICES  TO  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  if (i) the Company shall pay any dividend or make any distribution
upon the Common Stock, (ii) the Company shall offer to the holders of the Common
Stock for  subscription  or  purchase  by them any share of any class of capital
stock or any other  rights or (iii) any capital  reorganization  of the Company,
reclassification of the capital stock of the Company,  consolidation,  merger or
other  business  combination  of the Company with or into  another  corporation,
sale, lease or transfer of all or substantially all of the assets of the Company
to another corporation, or voluntary or involuntary dissolution,  liquidation or
winding up of the Company shall be effected,  then in any such case, the Company
shall cause to be mailed by certified  mail to the Holder,  at least twenty (20)
days  prior to the date  specified  in (x) or (y)  below,  as the case may be, a
notice  containing a brief  description  of the proposed  action and stating the
date on which (x) a record  date shall be  established  for the  purpose of such
dividend,   distribution  or  rights  offering  or  (y)  such  reclassification,
reorganization,   consolidation,  merger,  conveyance,  sale,  lease,  transfer,
dissolution,  liquidation or winding up shall take place and the date, if any to
be fixed,  as of which the  holders of Common  Stock or other  securities  shall
receive  cash  or  other  property   deliverable  upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

     (i) RECLASSIFICATION, REORGANIZATION, MERGER OR OTHER BUSINESS COMBINATION.
Except in the event of a  Termination  Event,  in case of any  reclassification,
capital reorganization or other change of outstanding shares of Common Stock, or
in case of any  consolidation,  merger  or  other  business  combination  of the
Company with or into another  corporation  or other entity  (other than a merger
with  a  subsidiary  in  which  merger  the  Company  shall  be  the  continuing
corporation  and  which  shall  not  result  in  any  reclassification,  capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another corporation or other entity of all or substantially all of
the assets of the Company,  the Company shall cause  effective  provisions to be
made so that the  Holder,  by  exercising  this  Warrant  at any time  after the
consummation of such  reclassification,  change,  consolidation,  merger,  sale,
lease or conveyance,  shall be entitled to receive the stock or other securities
or property to which such Holder would have been entitled upon such consummation
if  such  Holder  had  exercised   this  Warrant   immediately   prior  to  such
consummation.  Any such provision shall include provisions for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this Warrant.  Except in the event of a Termination  Event, the foregoing
provisions  of  this   paragraph  (i)  shall   similarly   apply  to  successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations,  mergers, sales, leases or conveyances. In the
event  that,   in   connection   with  any  such   capital   reorganization   or
reclassification,  consolidation,  merger, sale, lease or conveyance, additional
shares of Common Stock shall be issued in exchange, conversion,  substitution or
payment,  in whole or in part,  for a security of the Company  other than Common
Stock,  any such issue shall be treated as an issue of Common  Stock  subject to
the provisions of paragraph (f) hereof.

     (j)  GOVERNING  LAW.  This  Warrant  shall be governed by and  construed in
accordance with the law of the State of New York.

                                       -8-
<PAGE>
     (k)  NOTICES.  Any notice  required to be given or delivered to the Company
under the terms of this Warrant  shall be in writing and  addressed to the Chief
Executive Officer of the Company at its principal corporate offices.  Any notice
required  to be  given or  delivered  to the  Holder  shall  be in  writing  and
addressed to the Holder at the address indicated in the Purchase Agreement or to
such other  address as such party may  designate in writing from time to time to
the Company.  All notices  shall be deemed to have been given or delivered  upon
any of the following: (i) personal delivery; (ii) five (5) days after deposit in
the  United  States  mail  by  certified  or  registered  mail  (return  receipt
requested);  (iii)  one (1)  business  day  after  deposit  with any  nationally
recognized  overnight  courier  (prepaid);  or (iv) one (1)  business  day after
transmission  by  facsimile  and  receipt  by the  sender of  written  facsimile
confirmation.

     (l) Consent to Amendments.  Except as otherwise  expressly provided herein,
the provisions of the Purchase  Agreement  Warrants may be amended and/or waived
only with the written  consent of the Company  and of Holders  holding  Purchase
Agreement  Warrants  exercisable into sixty-six and two-thirds percent (66 2/3%)
or more of the Warrant  Shares  into which all  outstanding  Purchase  Agreement
Warrants  are then  exercisable  (which  such 66 2/3% must  include  the Warrant
Shares into which the  Warrants  held by the SSF  Purchasers  (as defined in the
Purchase Agreement) are exercisable). Notwithstanding the forgoing, no amendment
or waiver may affect any Holder in any manner  differently from any other Holder
without the written consent of such first mentioned Holder. No course of dealing
between  the  Company  and any  Holder or any  delay in  exercising  any  rights
hereunder or under the Company's Certificate of Incorporation,  as amended, will
operate as a waiver of any rights of such Holder.

                                       -9-
<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed and
attested by the undersigned, each being duly authorized, as of the date below.

Dated: January 31, 2000

                                        BURST.COM, INC.

                                        By:
                                            ------------------------------------
                                            Name:  Richard Lang
                                            Title: Chairman and Chief Executive
                                                   Officer

Attest:


-----------------------------
Edward H. Davis
Vice President, Secretary, and General Counsel

                                      -10-
<PAGE>
                                  PURCHASE FORM

     The undersigned  hereby  irrevocably  elects to exercise the Warrant to the
extent of purchasing  ____________ shares of Common Stock and hereby makes total
payment of  $______________  in payment of the Exercise Price multiplied by such
number of shares.

                                   ----------

                                 ASSIGNMENT FORM

     FOR VALUE  RECEIVED,  _____________________________________  hereby  sells,
assigns and transfers unto

Name: __________________________________
           (print in block letters)

Social Security No. or
Federal Taxpayer Identification No.: _________________________________

Address: ________________________________________________________

the right to purchase Common Stock  represented by this Warrant to the extent of
_________  shares of Common Stock as to which such right is exercisable and does
hereby irrevocably constitute and appoint _________________________ as Attorney,
to  transfer  the  same  on  the  books  of  the  Company  with  full  power  of
substitution.

Date ____________________, 20__         Signature: _____________________________
                                                   Name:

                                      -11-