INSTANT VIDEO TECHNOLOGIES, INC.
                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated effective as
of January 27, 2000 (the  "Effective  Date") by and among (i) the  purchasers of
certain  common  stock and  warrants  to  purchase  common  stock of the Company
(defined  below)  listed on the  signature  pages  hereto and each other  Person
(defined  below)  who  becomes  a party to this  Agreement  simultaneously  with
becoming a party pursuant to and in accordance with the terms and conditions set
forth in that certain Purchase Agreement (defined below) on, or before,  January
31, 2000 (each a "Holder" and,  collectively,  the  "Holders")  and (ii) Instant
Video Technologies, Inc., a Delaware corporation (the "Company").

                                    RECITALS

     The  Holders  are  parties to a  Securities  Purchase  Agreement  dated for
reference  purposes as of even date  herewith by and between the Company and the
Holders (the "Purchase Agreement") pursuant to which the Company is obligated to
enter into this Agreement.  All capitalized  terms not defined herein shall have
the meaning established in the Purchase Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the mutual  agreements,  covenants,
representations and warranties  contained in this Agreement,  the parties hereto
hereby agree as follows:

     1.   Definitions.

               "Commission" means the Securities and Exchange  Commission or any
other Federal agency at the time administering the Securities Act.

               "Common  Stock" means any and all (i) common stock of the Company
issued  pursuant to the  Purchase  Agreement;  (ii) common  stock of the Company
issued or issuable upon exercise of the Warrants (collectively, (i) and (ii) the
"Stock");  (iii)  common  stock of the  Company  issued as a  dividend  or other
distribution with respect to or in replacement of the Stock, and (iv) any common
stock issued in any  combination or subdivision of the Stock. In determining the
amount of Common Stock held by any Person,  the sum of (i), (ii), (iii) and (iv)
shall be used and a Person  shall be deemed to "hold" all Common Stock then held
by and/or issuable to such Person.

               "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended,  or any similar  Federal  statue and the rules and  regulations  of the
Commission thereunder all as the same shall be in effect at the time.

               "Person" means any individual,  corporation,  trust, partnership,
association, or other entity.

               "Registrable Shares" means the Common Stock.
<PAGE>
Registration Rights Agreement


               "Registration Statement" means the registration statement and any
additional  registration statements filed with the Commission as contemplated by
Section 2, including (in each case) any  prospectus,  amendments and supplements
to such registration statement or Prospectus, including pre- and post- effective
amendments,  all exhibits thereto, and all material incorporated by reference in
such registration statement or statements.

               "Securities Act" means the Securities Act of 1933, as amended, or
any similar  Federal  statute and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

               "Untrue  Statement" shall include any untrue statement or alleged
untrue  statement  in the  Registration  Statement,  or any  omission or alleged
omission to state in the  Registration  Statement a material fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading.

     2.1  Registration  Procedures and Expenses.  The Company is obligated to do
the following:

     The Company shall,

          (a) within 60 days  following the Closing Date,  prepare and file with
the  Commission a  Registration  Statement on Form S-1 in order to register with
the Commission under the Securities Act a sale by the Holders in accordance with
the method or methods of  distribution  thereof as  reasonably  specified by the
Holders  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act all of the Registrable  Shares  (notwithstanding  anything to the
contrary  expressed or implied herein, if a registration  statement on Form S-3,
or any substitute  form,  becomes  available for registration of the Registrable
Shares,  the  Company  may  instead  prepare  and  file  with the  Commission  a
registration  statement  on  Form  S-3 at any  time in  order  to  register  the
Registrable Shares under the Securities Act and such registration statement will
be a "Registration Statement" for the purposes of this Agreement);

          (b) use its best efforts,  subject to receipt of necessary information
from the Holders,  to cause such  Registration  Statement to become effective no
later than 120 days following the Closing Date;

          (c)  promptly  notify  each  Holder,  at any  time  when a  prospectus
relating to such  Registration  Statement is required to be delivered  under the
Securities  Act,  of the  happening  of any  event  as a  result  of  which  the
prospectus  included in or relating to such Registration  Statement  contains an
Untrue Statement;

          (d) promptly prepare and file with the Commission, and deliver to each
Holder,  such amendments and supplements to such Registration  Statement and the
prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
Registration  Statement  effective  and to  comply  with the  provisions  of the

                                       -2-
<PAGE>
Registration Rights Agreement

Securities Act with respect to the sale or other  disposition of all Registrable
Shares until termination of such obligation as provided in Section 2.6 below;

          (e) furnish to each Purchaser  such number of copies of  prospectuses,
including preliminary  prospectuses,  in conformity with the requirements of the
Securities  Act, in order to facilitate the public sale or other  disposition of
all or any of the Registrable Shares by the Holders;

          (f) file such  documents  as may be required of the Company for normal
securities law clearance for the resale of the  Registrable  Shares in any state
reasonably  requested by the Holders provided,  however,  that the Company shall
not be  required  in  connection  with this  paragraph  (f) to (i)  qualify as a
foreign  corporation to do business under the laws of any  jurisdiction in which
it shall not then be  qualified  or  execute a general  consent  to  service  of
process in any  jurisdiction  or (ii) undertake any filing  obligations in those
states where the Company does not currently meet such filing requirements;

          (g) use its best efforts to cause all Registrable  Shares to be listed
on each  securities  exchange,  quotation  system,  market  or  over-the-counter
bulletin  board,  if any,  on which  equity  securities  by the Company are then
listed or traded;

          (h) bear all expenses in connection  with this  Agreement,  including,
without  limitation,  all  registration  and filing fees (including all expenses
incident to filing with the NASD), printing expenses,  fees and disbursements of
counsel for company,  expenses of any special audits  incident to or required by
any such  registration and expenses of complying with the securities or blue sky
laws of any jurisdiction,  other than (i) fees and expenses,  if any, of counsel
or other advisors to the Holders and (ii) brokers commissions, discounts or fees
and transfer taxes; and

          (i) take all reasonable  actions  required to prevent the entry of any
stop  order  issued or  threatened  by the  Commission  or any state  regulatory
authority  with  respect  to any  Registration  Statement  covering  Registrable
Shares, and take all reasonable actions to remove it if entered.

     2.2  Indemnification

          (a) The Company  agrees to indemnify  and hold  harmless  each Holder,
such  Holder's  directors,  officers,  partners,  agents,  each  underwriter  of
Registered Shares, and each Person who controls any of the foregoing (within the
meaning of Section 15 of the Securities Act) (each an "Indemnified  Party") from
and against any losses, claims, damages or liabilities to which such Indemnified
Party may become subject (under the Securities Act or otherwise) insofar as such
losses,  claims,  damages or  liabilities  (or actions or proceedings in respect
thereof)  arise  out  of,  or  are  based  upon,  any  Untrue  Statement  in the
Registration  Statement,  or arise out of any  failure by the Company to fulfill
any  undertaking  included  in the  Registration  Statement  or arise  under the
Securities  Act or any other  statute  or at  common  law and the  Company  will

                                       -3-
<PAGE>
Registration Rights Agreement

reimburse  such  Indemnified  Party for any  reasonable  legal or other expenses
reasonably incurred in investigating,  defending or preparing to defend any such
action,  proceeding or claim;  provided,  however, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, an Untrue  Statement made in such  Registration
Statement in reliance upon and in conformity with written information  furnished
to the Company by or on behalf of such Indemnified Party specifically for use in
preparation  of the  Registration  Statement  or the  failure of such  Holder to
comply  with the  covenants  and  agreements  contained  in  Section  2.4 hereof
respecting  the sale of the  Registrable  Shares or any Untrue  Statement in any
prospectus that is corrected in any subsequent  prospectus that was delivered to
the Holder prior to the pertinent sale or sales by the Holder.

          (b) Each Holder,  severally  and not jointly,  agrees to indemnify and
hold  harmless the Company  (and each  person,  if any, who controls the Company
within the  meaning of Section 15 of the  Securities  Act,  each  officer of the
Company who signs the  Registration  Statement and each director of the Company)
from and against any losses, claims, damages or liabilities to which the Company
(or any such officer,  director or controlling person) may become subject (under
the  Securities Act or otherwise),  insofar as such losses,  claims,  damages or
liabilities (or actions or proceedings in respect  thereof) arise out of, or are
based upon, any failure to comply with the covenants and agreements contained in
Section 2.4 hereof  respecting  sale of the  Registrable  Shares,  or any Untrue
Statement  contained in the Registration  Statement if, but only if, such Untrue
Statement was made in reliance upon and in conformity  with written  information
furnished by or on behalf of such Holder  specifically for use in preparation of
the  Registration  Statement and such Holder will reimburse the Company (or such
officer,  director or controlling  person), as the case may be, for any legal or
other expenses reasonably  incurred in investigating,  defending or preparing to
defend any such action, proceeding or claim; provided that in no event shall any
indemnity by a Holder under this Section 2.2 exceed the net proceeds received by
such Holder from the sale of the Registrable Shares covered by such Registration
Statement.

          (c) Promptly after receipt by any indemnified  person of a notice of a
claim or the  beginning  of any action in respect  of which  indemnity  is to be
sought  against an  indemnifying  person  pursuant  to this  Section  2.2,  such
indemnified person shall notify the indemnifying person in writing of such claim
or  of  the  commencement  of  such  action,  and,  subject  to  the  provisions
hereinafter  stated,  in case  any  such  action  shall be  brought  against  an
indemnified  person  and such  indemnifying  person  shall  have  been  notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the  extent it shall  wish,  to assume  the  defense  thereof,  with  counsel
reasonably  satisfactory  to such  indemnified  person.  After  notice  from the
indemnifying  person to such  indemnified  person of its  election to assume the
defense  thereof,   such  indemnifying  person  shall  not  be  liable  to  such
indemnified  person  for  any  legal  expenses  subsequently  incurred  by  such
indemnified  person in connection with the defense thereof;  provided,  however,
that if there

                                       -4-
<PAGE>
Registration Rights Agreement

exists or shall exist a conflict of interest  that would make it  inappropriate,
in the opinion of counsel to the  indemnified  person,  for the same  counsel to
represent  both the  indemnified  person  and such  indemnifying  person  or any
affiliate  or associate  thereof,  the  indemnified  person shall be entitled to
retain its own counsel at the  expense of such  indemnifying  person;  provided,
however,  that no  indemnifying  person  shall be  responsible  for the fees and
expenses of more than one  separate  counsel  for all  indemnified  parties.  No
indemnifying party in the defense of any such claim or litigation shall,  except
with the consent of each indemnified party,  consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such  indemnified  party of a release
from all liability in respect of such claim or  litigation,  and no  indemnified
party shall  consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the indemnifying party.

          (d) If the indemnification provided for in this Section 2.2 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amount paid or payable by such  indemnified
party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement  of material  fact or the  omission  to state a material  fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such  statement or omission.  No Person guilty
of  fraudulent  misrepresentation  (within the  meaning of Section  11(f) of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such  fraudulent  misrepresentation.  Notwithstanding  anything to the
contrary  contained  herein,  any  contribution by a Holder  hereunder shall not
exceed the net  proceeds  received  by such  Holder  from the sale of the Shares
covered by the Registration Statement.

     2.3  Penalty Payment.

          (a) In the event that the Registration  Statement required to be filed
pursuant to Section 2.1  relating to  Registrable  Shares  shall not be declared
effective  by the  Commission  within  one  hundred  twenty  (120) days from the
Closing Date (the "Final Registration Date"), the Company shall pay each Holder,
in cash, one percent (1%) of such Holder's  Purchase Price (prorated for partial
periods)  with such payment made  pursuant to this Section 2.3 (referred to as a
"Penalty  Payment"),  within  ten (10) days of the end of each  thirty

                                       -5-
<PAGE>
Registration Rights Agreement

(30) day period following the Final Registration Date, for each such thirty (30)
day  period,  until  the  earlier  to  occur  of (i)  the  effectiveness  of the
Registration  Statement covering the Registrable Shares, or (ii) until each such
Holder is permitted to publicly  sell all of the shares of Common Stock owned by
such Holder during any 3 month period pursuant to Rule 144. For example,  if the
Registration  Statement becomes effective on the 135th day following the Closing
Date, the Penalty Payment shall equal 1/2% of such Holder's Purchase Price.

          (b) The remedies provided for in this Section 2.3 shall be in addition
to any other remedies  available to the Holders under this Agreement,  at law or
in equity.

     2.4  Transfer  of Shares  After  Registration;  Notice.  The Holder  hereby
covenants with the Company not to make any sale of the Registrable  Shares after
registration  without effectively  causing the prospectus  delivery  requirement
under the Securities Act to be satisfied. The Holder acknowledges that there may
be times when the Company must suspend the use of the prospectus  forming a part
of  the  Registration   Statement  until  such  time  as  an  amendment  to  the
Registration  Statement has been filed by the Company and declared  effective by
the  Commission,  or until  such time as the  Company  has filed an  appropriate
report with the  Commission  pursuant to the  Exchange  Act.  The Holder  hereby
covenants that it will not sell any Shares  pursuant to said  prospectus  during
the period  commencing  at the time at which the Company gives the Holder notice
of the  suspension  of the use of said  prospectus  and  ending  at the time the
Company  gives the Holder  notice that the Holder may  thereafter  effect  sales
pursuant to said prospectus;  provided, however, that no such postponement shall
be permitted  for more than 90 days during any 12 month  period.  The  foregoing
provisions of this Section 2.4 shall in no manner  diminish or otherwise  impair
the Company's obligations under Section 2.1.

     2.5  Reporting Requirements.

          (a)  The Company agrees to use its best efforts to:

               (i)  make and keep public information  available,  as those terms
are understood and defined in Rule 144 under the Securities Act;

               (ii) file with the  Commission in a timely manner all reports and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

               (iii) so long as any of the Holders own  Registrable  Shares,  to
furnish to the Holders  forthwith  upon  request (1) a written  statement by the
Company as to whether it complies with the reporting  requirements  of said Rule
144,  the  Securities  Act and the  Exchange  Act, or whether it  qualifies as a
registrant whose securities may be resold pursuant to Commission Form S-3, (2) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and

                                       -6-
<PAGE>
Registration Rights Agreement

(3) such other  information  as may be  reasonably  requested  in  availing  the
Holders  of any rule or  regulation  of the  Commission  that  would  permit the
selling of the Registrable Shares without registration.

     2.6  Termination of Obligations. The obligations of the Company pursuant to
Sections  2.1 through 2.5 hereof shall cease and  terminate  upon the earlier to
occur of (i) such time as all of the Registrable Shares have been resold or (ii)
such time as all of the Registrable Shares may be sold during any 3 month period
pursuant  to  Rule  144,  including  Rule  144  (k) or  (iii)  upon  the  second
anniversary date of the date of effectiveness of the Registration Statement.

     2.7. Assignability  of Registration  Rights.  The  Registration  rights set
forth in this Section 2 are assignable only to assignees acquiring the lesser of
250,000 or more Registrable Shares or all of a Holder's  Registrable Shares held
at the time of assignment.  Notwithstanding  anything to the contrary herein, in
no event shall a Holder of less than 250,000  Registrable  Securities assign any
rights  herein  after 30 days  following  the  Effective  Date and  prior to the
effectiveness of the Registration  Statement.  Provided further that the Company
shall not be obligated to file any post-effective  amendment to the Registration
Statement  solely for the purpose of adding such assignee(s) to the Registration
Statement more than once during any consecutive  six month period.  For purposes
of this  Section  2.7 only,  the SSF  Purchasers  (as  defined  in the  Purchase
Agreement) shall be considered one Holder.

     3    Miscellaneous.

          a.   Consent to  Amendments.  Except as otherwise  expressly  provided
herein,  the  provisions of this  Agreement may be amended and/or the provisions
hereof  waived,  only with the  written  consent of the  Company  and of Holders
holding  sixty-six and two-thirds  percent (66 2/3%) or more of the  Registrable
Shares at the time held by all  Holders  (which  must  include  the  Registrable
Shares  held by the SSF  Purchasers,  as  defined  in the  Purchase  Agreement).
Notwithstanding  the foregoing,  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  will operate as a waiver of any rights of any such
Holder.

          b.   Successors and Assigns. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the  respective  successors  and assigns of the parties hereto
whether so expressed or not.

                                       -7-
<PAGE>
Registration Rights Agreement

          c.   Severability.   Each  provision  of  this   Agreement   shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this  Agreement is held to be  prohibited by or invalid
under  applicable law, such provision shall be ineffective only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of this
Agreement.

          d.   Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  any one of which need not contain the signatures of more than one
party,  but all such  counterparts  when taken together shall constitute one and
the same Agreement.

          e.   Descriptive Headings.  The descriptive headings of this Agreement
are  inserted  for  convenience  only  and do not  constitute  a  part  of  this
Agreement.

          f.   Notices. All notices,  demands,  consents or other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been given (i) when personally delivered, (ii) three (3) business days following
mailing  thereof,  if  sent  by  first  class  certified  mail,  return  receipt
requested,  or (iii) the next business day following transmission or mailing, if
sent  by  facsimile  (receipt  confirmed  and  followed  up by one of the  other
delivery  methods  discussed herein as well),  Express Mail,  Federal Express or
similar service, addressed as follows:

     If to any Holder:    To the applicable addresses set forth in the Purchase
                          Agreement

     With a Copy to:      Winston & Strawn
                          200 Park Avenue
                          New York, N.Y. 10166-4193
                          Attn. Naima K. Walker, Esq.
                          Fax No.: (212) 294-4700

     If to the Company:   Instant Video Technologies, Inc.
                          500 Sansome Street, Suite 503
                          San Francisco, CA  94111
                          Attn: Ed Davis, Esq.
                          Fax No.: (415) 391-3392

     With a Copy to:      Bay Venture Counsel, LLP
                          1999 Harrison Street, Suite 1300
                          Oakland, CA 94612
                          Attn: Donald C. Reinke, Esq.
                          Fax No.: (510) 834-7440

Any party  may  change  its  address  for  purposes  hereof  by notice  given in
accordance with this Section 3.f to each of the other parties hereto.

          g. Governing Law. The validity,  meaning and effect of this Agreement,
and  all  amendments  and  supplements  hereto  and  all  waivers  and  consents
hereunder,  shall  be  determined  in  accordance  with  the  laws of New  York,
applicable to contracts  made and to be performed  entirely  within the State of
New York.  Each of the parties  hereby submits to personal  jurisdiction  in the
County of New York,


                                       -8-
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Registration Rights Agreement

State of New York solely for purposes of this Agreement and waives any objection
as to venue in the County of New York, State of New York.

          h.   Schedules  and  Exhibits.  All  schedules  and  exhibits  are  an
integral part of this Agreement.

          i.   Litigation Costs.  Subject to Section 2.2, if any legal action or
any  arbitration  or other  proceeding  is brought for the  enforcement  of this
Agreement,  or because of a dispute,  breach,  default, or  misrepresentation in
connection  with any of the  provisions  of this  Agreement,  the  successful or
prevailing party or parties shall be entitled to recover  reasonable  attorneys'
fees and other costs incurred in that action or  proceeding,  in addition to any
other relief to which it or they may be entitled, if and only to the extent that
the  applicable  arbitrator or court shall so direct and such direction is final
and not subject to appeal or review.

          j.   Specific   Performance.   Each  party's   obligation  under  this
Agreement is unique.  If any party should default in its obligations  under this
Agreement, the parties each acknowledge that it would be extremely impracticable
to measure the resulting  damages;  accordingly,  each non defaulting  party, in
addition  to any other  available  rights  or  remedies,  may sue in equity  for
specific  performance,  and the parties each expressly  waive the defense that a
remedy in damages will be adequate.

          k.   Integration.  This instrument constitutes the entire agreement of
the parties hereto respecting the registration of the Registrable  Shares by the
Holders and correctly  sets forth the rights,  duties,  and  obligations of each
party  hereto  to the  others in  relation  thereto  as of its  date.  Any prior
agreements,  promises,  negotiations or  representations  concerning its subject
matter which are not expressly set forth in this Agreement.

          l.   No Inconsistent Agreements.  The Company will not hereafter enter
into any agreement with respect to its securities that is  inconsistent  with or
violates  the  rights  granted  to the  holders  of  Registrable  Shares in this
Agreement.

                             (SIGNATURES FOLLOWING)

                                       -9-
<PAGE>
   Signature Pages to Instant Video Technologies Registration Rights Agreement

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


THE COMPANY:

INSTANT VIDEO TECHNOLOGIES, INC.

By:
   -----------------------------
Name:  Richard Lang
Title:  Chairman and CEO
Address: 500 Sansome Street
         San Francisco, California 94111
Facsimile No.: (415) 391-3392


THE SPECIAL SITUATIONS FUNDS:

SPECIAL SITUATIONS FUND III, L.P.           SPECIAL SITUATIONS CAYMAN FUND, L.P.

By:                                         By:
   -----------------------------               -----------------------------
Name: David Greenhouse                      Name: David Greenhouse
Title: Managing Director                    Title: Managing Director
Address: 153 E. 53rd Street,                Address: 153 E. 53rd Street,
         55th Floor                                  55th Floor
         New York, New York 10022                    New York, New York 10022
Facsimile No.:  (212) 207-6515              Facsimile No.: (212) 207-6515
Residence:  New York                        Residence: Cayman Islands


SPECIAL SITUATIONS PRIVATE EQUITY           SPECIAL SITUATIONS TECHNOLOGY
FUND, L.P.                                  FUND, L.P.

By:                                         By:
   -----------------------------               -----------------------------
Name: David Greenhouse                      Name: David Greenhouse
Title: Managing Director                    Title: Managing Director
Address: 153 E. 53rd Street,                Address: 153 E. 53rd Street,
         55th Floor                                  55th Floor
         New York, New York 10022                    New York, New York 10022
Facsimile No.:  (212) 207-6515              Facsimile No.: (212) 207-6515
Residence:  New York                        Residence: New York

                                      S-1
<PAGE>
OTHER PURCHASERS:


BAYSTAR CAPITAL, L.P.                       BAYSTAR CAPITAL, L.P.

By:                                         By:
   -----------------------------               -----------------------------
Name: Steven Lamar                          Name: Steven Lamar
Title: Managing Partner                     Title: Managing Partner
Address: 425 Market Street,                 Address: 425 Market Street,
         22nd Floor                                  22nd Floor
         San Francisco, CA  94105                    San Francisco, CA  94105
Facsimile No.: (415) 512-6488               Facsimile No.: (415) 512-6488
Residence: California                       Residence: California


BAYSTAR INTERNATIONAL LIMITED               CHELSEY CAPITAL

By:                                         By:
   -----------------------------               -----------------------------
Name: Steven Lamar                          Name: Erik Franklin
Title: Managing Partner                     Title:
Address: 425 Market Street,                 Address: 1370 Avenue of the
         22nd Floor                                  Americas
         San Francisco, CA  94105                    New York, New York 10019
Facsimile No.: (415) 512-6488               Facsimile No.: (212) 399-5651
Residence: California                       Residence: New York


ERIK FRANKLIN

By:
   -----------------------------
Name: Erik Franklin
Title:
Address: c/o Chelsey Capital
         1370 Avenue of the
         Americas
         New York, New York 10019
Facsimile No.: (212) 399-5651
Residence:

                                      S-2
<PAGE>
RAVINIA CAPITAL VENTURES                    STORIE PARTNERS L.P.

By:                                         By:
   -----------------------------               -----------------------------
Name: Kevin Eilian                          Name: Steven A. Ledger
Title: Managing Member                      Title: Managing Partner
Address: 2025 Broadway, Suite 30H           Address: 100 Pine Street,
         New York, N.Y. 10023                        Suite 2700
Facsimile No.: (212) 362-1238                        San Francisco, CA 94111
Residence: New York                         Facsimile No.: (415) 434-8043
                                            Residence: California


MERCER MANAGEMENT, INC.                     REED SLATKIN

By:                                         By:
   -----------------------------               -----------------------------
Name: Gordon Rock                           Address: 890 North Kellogg Avenue
Title: President                                     Santa Barbara, CA 93111
Address: 4820 East Mercer Way               Facsimile No.: (805) 967-3844
         Mercer Island, WA 98040            Residence: California
Facsimile No.: (206) 232-6874
Residence: Washington

                                            KYLE FAULKNER
                                            CHARLES SCHWAB & CO., INC.
                                            CUSTODIAN FBO
ROBERT LONDON                               KYLE WILKE FAULKNER SEP-IRA

By:                                         By:
   -----------------------------               -----------------------------
Address: c/o Cruttenden & Roth              Title: Chief Technology Officer
         809 Presidio Avenue                       Instant Video Technologies,
         Santa Barbara, CA 93101                   Inc
Facsimile No.: (805) 966-9302               Address: 5690 Ocean View Drive
Residence: California                                Oakland, CA 94618
                                            Facsimile No.: __________________
                                            Residence: California


                                            DONALD C. REINKE
DOROTHY LYDDON TRUST                        (Reinke Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Name: Dorothy Lyddon                        Address: Bay Venture Counsel, LLP
Title: Trustee                                       Lake Merritt Plaza
Address: 11801 Dorothy Anne Way                      Building
         Cupertino, CA 95014                         1999 Harrison Street,
Facsimile No.: (408) 252-6122                        Suite 1300
Residence: California                                Oakland, CA 94612
                                            Facsimile No.: (510) 834-7440
                                            Residence: California

                                      S-3
<PAGE>
BRADLEY H. REINKE                           JAMES L. BERG
(Reinke Investment Group)                   (Reinke Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: Bay Venture Counsel, LLP           Address: Bay Venture Counsel, LLP
         Lake Merritt Plaza                          Lake Merritt Plaza
         Building                                    Building
         1999 Harrison Street,                       1999 Harrison Street,
         Suite 1300                                  Suite 1300
         Oakland, CA 94612                           Oakland, CA 94612
Facsimile No.: (510) 834-7440               Facsimile No.: (510) 834-7440
Residence: California                       Residence: California


ROGER E. REINKE, TRTE                       GREGORY L. BEATTIE
(Reinke Investment Group)                   (Reinke Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: Bay Venture Counsel, LLP           Address: Bay Venture Counsel, LLP
         Lake Merritt Plaza                          Lake Merritt Plaza
         Building                                    Building
         1999 Harrison Street,                       1999 Harrison Street,
         Suite 1300                                  Suite 1300
         Oakland, CA 94612                           Oakland, CA 94612
Facsimile No.: (510) 834-7440               Facsimile No.: (510) 834-7440
Residence: California                       Residence: California


BRUCE WHITLEY                               STEPHEN P. PEZZOLA
(Reinke Investment Group)                   (Reinke Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: Bay Venture Counsel, LLP           Address: Bay Venture Counsel, LLP
         Lake Merritt Plaza                          Lake Merritt Plaza
         Building                                    Building
         1999 Harrison Street,                       1999 Harrison Street,
         Suite 1300                                  Suite 1300
         Oakland, CA 94612                           Oakland, CA 94612
Facsimile No.: (510) 834-7440               Facsimile No.: (510) 834-7440
Residence: California                       Residence: California


BRUCE P. JOHNSON                            ANN LOUISE MICEK
(Reinke Investment Group)                   (Micek Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: Bay Venture Counsel, LLP           Address: c/o 3600 West Bayshore
         Lake Merritt Plaza                          Suite 101
         Building                                    Palo Alto, CA 94303
         1999 Harrison Street,              Facsimile No.: (650) 325-0830
         Suite 1300                         Residence: California
         Oakland, CA 94612
Facsimile No.: (510) 834-7440
Residence: California

                                      S-4
<PAGE>
ELISSA MICEK                                REECE MICEK
(Micek Investment Group)                    (Micek Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: c/o 3600 West Bayshore             Address: c/o 3600 West Bayshore
         Suite 101                                   Suite 101
         Palo Alto, CA 94303                         Palo Alto, CA 94303
Facsimile No.: (650) 325-0830               Facsimile No.: (650) 325-0830
Residence: California                       Residence: California


LAURA MICEK                                 KAROLYN KELLY
(Micek Investment Group)                    (Micek Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: c/o 3600 West Bayshore             Address: c/o 3600 West Bayshore
         Suite 101                                   Suite 101
         Palo Alto, CA 94303                         Palo Alto, CA 94303
Facsimile No.: (650) 325-0830               Facsimile No.: (650) 325-0830
Residence: California                       Residence: California


JOHN J. MICEK III                           INDEPENDENCE PROPERTIES LLC
(Micek Investment Group)

By:                                         By:
   -----------------------------               -----------------------------
Address: c/o 3600 West Bayshore             Name: Joseph Barletta
         Suite 101                          Title:
         Palo Alto, CA 94303                Address: 530 Westgate Drive
Facsimile No.: (650) 325-0830                        Napa, CA  94558
Residence: California                       Facsimile No.: (707) 256-0877
                                            Residence: California


DOUGLAS GLEN                                GREG FRIEDMAN

By:                                         By:
   -----------------------------               -----------------------------
Address: 507 Bayview Drive                  Address: 4138 Terrace Street
         Manhattan Beach, CA 90266                   Oakland, CA 94611
Facsimile No.: (310) 376-6248               Facsimile No.: __________________
Residence: California                       Residence: California

                                      S-5
<PAGE>
FRANK KRAMER                                RYAN ALLISON

By:                                         By:
   -----------------------------               -----------------------------
Address: 5330 E. 17th Avenue                Address: 2520 West Lake Avenue North
         Denver, CO 80203                            Suite 200
Facsimile No.: (303) 394-1189                        Seattle, WA 98109
Residence: Colorado                         Facsimile No.: (206) 352-6310
                                            Residence: Washington


ARTHUR DOUGLAS ALLEN                        SUZANNE M. LENTZ

By:                                         By:
   -----------------------------               -----------------------------
Address: 1322 Isabella Avenue               Address: 3337 Broderick
         Mountain View, CA 94040                     San Francisco, CA 94123
Facsimile No.: (650) 948-2989               Facsimile No.: __________________
Residence: California                       Residence: California


KEITH KOCH                                  BRUCE HENSEL

By:                                         By:
   -----------------------------               -----------------------------
Address: 1120 Lincoln Street, Suite 900     Address: 1212 Old Orchard Road
         Denver, CO 80203                            Vincennes, IN 47591
Facsimile No.: (303) 863-7080               Facsimile No.: (812) 882-8279
Residence: Colorado                         Residence: Indiana


UNIVERSAL ASSURORS AGENCY, INC.             THOMAS KOSHY

By:                                         By:
   -----------------------------               -----------------------------
Name: John J. Micek III                     Title: Chief Operating Officer
Title:                                             Instant Video Technologies,
      --------------------------                   Inc
Address: 3600 West Bayshore, Suite 101      Address: 500 Beal Street, Suite 320
         Palo Alto, CA 94303                         San Francisco, CA 94105
Facsimile No.: (650) 325-0830               Facsimile No.: __________________
Residence: California                       Residence: California

                                      S-6
<PAGE>
JUNE S. WHITE                               HAN JOO LEE

By:                                         By:
   -----------------------------               -----------------------------
Title: Vice President, Engineering          Address: 5509 Ash Creek Lane
       Instant Video Technologies, Inc.              Plano, TX 75093
Address: 20 Plaid Place                     Facsimile No.: (972) 699-7586
         Hillsborough, CA 94010             Residence: Texas
Facsimile No.: __________________
Residence: California


YUAN MENG                                   BAY VENTURE COUNSEL, LLP

By:                                         By:
   -----------------------------               -----------------------------
Address: 281 Alvarado Avenue                Name: Donald C. Reinke
         Los Altos, CA 94022                Title: Managing Partner
Facsimile No.: (650) 947-7168               Address: Bay Venture Counsel, LLP
Residence: California                                Lake Merritt Plaza
                                                     Building
                                                     1999 Harrison Street,
                                                     Suite 1300
                                                     Oakland, CA 94612
                                            Facsimile No.: (510) 834-7440
                                            Residence: California


VINCE SAKOWSKI                              JOHN WORTHING

By:                                         By:
   -----------------------------               -----------------------------
Address: 845 Oak Grove Avenue               Address: 845 Oak Grove Avenue,
         Suite 105                                   Suite 105
         Menlo Park, CA 94025                        Menlo Park, CA 94025
Facsimile No.: (650) 327-6699               Facsimile No.: (650) 327-6699
Residence: California                       Residence: California


ROBERT WALTER                               MICHAEL MOSKOWITZ

By:                                         By:
   -----------------------------               -----------------------------
Address: 1700 Lincoln Street.               Title: Vice President, Business
         Suite 4700                                Development
         Denver, CO 80203-4547                     Instant Video Technologies,
Facsimile No.: (303) 830-1705                      Inc.
Residence:   Colorado                       Address: 200 Eagle Street
                                                     San Francisco, CA 94114
                                            Facsimile No.: __________________
                                            Residence: California

                                      S-7
<PAGE>
                                            R&T SHEPPARD FAMILY PARTNERS
THOMAS A. BELL                              ROGER SHEPPARD, General Partner

By:                                         By:
   -----------------------------               -----------------------------
Address: 5536 Manila Avenue                 Name: Roger Sheppard,
         Oakland, CA 94618                        General Partner
Facsimile No.: __________________           Address: 14 Bracken Court
Residence: California                                San Rafael, CA 94901
                                            Facsimile No.: (415) 456-0907
                                            Residence: California


SONJA ERICKSON                              FRANK H. SCHWARTZ

By:                                         By:
   -----------------------------               -----------------------------
Address: 887 Indian Rock Avenue             Title: Vice President, Technology
         Berkeley, CA 94707                        Partnerships
Facsimile No.: __________________                  Instant Video Technologies,
Residence: California                              Inc
                                            Address: 351 W. Oakwood Boulevard
                                                     Redwood City, CA 94061
                                            Facsimile No.: (650) 562-0220
                                            Residence: California


STEVEN HEIST                                JAMES E. LANDY

By:                                         By:
   -----------------------------               -----------------------------
Address: 30 Corwin Street, Apt. 12          Address: 8 Bond Place
         San Francisco, CA 94114                     Mt. Holly, NJ  08060
Facsimile No.: __________________           Facsimile No.: (609) 261-8155
Residence: California                       Residence: New Jersey


ZHIPING LIU                                 KIMBERLEY L. MASSINGALE

By:                                         By:
   -----------------------------               -----------------------------
Address: 36 Avalon Avenue                   Address: 5270 Boyd Avenue
         San Francisco, CA 94112                     Oakland, CA 94618
Facsimile No.: __________________           Facsimile No.: __________________
Residence: California                       Residence: California

                                      S-8
<PAGE>
FRANCIS E. VEGLIANTE                        RICHARD P. TREVOR

By:                                         By:
   -----------------------------               -----------------------------
Address: 15010 Eaglerise Drive              Address: 919 Hillcroft Circle
         Lithia, FL 33547                            Oakland, CA 94610
Facsimile No.: (813) 662-2774               Facsimile No.: __________________
Residence: Florida                          Residence: California


EVAN ZHANG                                  ED LYONS

By:                                         By:
   -----------------------------               -----------------------------
Address: 1458 39th Avenue                   Address: 918 Jackson Street
         San Francisco, CA 94122                     Albany, CA 94706
Facsimile No.: __________________           Facsimile No.: __________________
Residence: California                       Residence: California


ALLAN BER                                   PAUL SOC BANH

By:                                         By:
   -----------------------------               -----------------------------
Address: 1259 6th Avenue                    Address: 3713 Langdon Common
         San Francisco, CA 94122                     Fremont, CA 94538
Facsimile No.: __________________           Facsimile No.: __________________
Residence: California                       Residence: California

                                      S-9