[LETTERHEAD OF INSTANT VIDEO TECHNOLOGIES, INC.]

500 Sansome Street, Suite 503      tel 415.391.4455
San Francisco                      fax 415.391.3392
California 94111                   http://www.burst.com



                                January 14, 2000

Instant Video Technologies, Inc.
500 Sansome Street, Suite 503
San Francisco, CA 94111

     Re:  Instant Video Technologies, Inc. (the "Company") Registration

Ladies and Gentlemen:

     1. The  undersigned  understands  that the  Company  has agreed to register
certain shares of Common Stock pursuant to a Registration  Statement on Form S-1
to be filed by the Company  with the  Securities  and Exchange  Commission  (the
"Secondary  Public  Offering") in connection with the Company's sale of at least
$8 million of its Common Stock and warrants (the "Private  Offering") to certain
investors (the "Investors").

     2. The  undersigned  understands  further that the Investors have requested
certain  directors,  officers and stockholders of the Company to enter into this
Agreement  because the prospect of public sales of Common Stock by these persons
during the several months after  commencement  of the Secondary  Public Offering
would  be  detrimental  to  these  Investors  and  that,  but for  this  Lock-Up
Agreement, the Investors would not invest their monies in the Company.

     3. The undersigned,  as a director,  officer or stockholder of the Company,
desires that the proposed  Private  Offering and subsequent  proposed  Secondary
Public Offering be completed, and understands that the Company and the Investors
will proceed with the proposed Private Offering in reliance on this Agreement.

     4. In  consideration  of the foregoing and in order to induce the Investors
to  consummate  the  Private  Offering,  the  undersigned  hereby  agrees  (such
agreement  being referred to herein as the "Lockup") that the  undersigned  will
not during the period commencing on the closing date of the Private Offering and
ending  180  days  after  the  effective  date  of  the  Final  Prospectus  (the
"Prospectus")  relating to the Secondary Public Offering (the "Lock-Up Period"),
(A) offer,  pledge,  hypothecate,  sell,  contract  to sell,  sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase,  or otherwise  transfer or dispose of, directly or
indirectly,  any Common Stock or any securities  convertible into, derivative of
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January 14, 2000
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Re: Instant Video Technologies, Inc.


or exercisable or  exchangeable  for Common Stock  (collectively,  the "Shares")
(whether such Shares are now owned by the undersigned or are hereafter acquired)
or (B) enter into any swap or other  arrangement  that transfers to another,  in
whole or in part, any of the economic  consequences  of ownership of the Shares,
whether or not any such  transaction  described in clause (A) or (B) above is to
be settled by delivery of such Shares,  in cash or otherwise.  After the Lock-Up
Period, the undersigned shall not during any consecutive four month period until
termination of the  Prospectus  take any of the actions set forth in clauses (A)
and (B) above with respect to more than twenty-five  percent (25%) of the shares
held by the undersigned as of the date of the Prospectus .

     5.  Notwithstanding  anything to the contrary contained in any Registration
Rights  Agreement or other  agreement to which the  undersigned is a party,  the
undersigned agrees that it will not, during the Lock-Up Period,  make any demand
for, or exercise any right, including but not limited to, piggyback registration
rights with respect to the registration of any Shares and waives any such demand
or right under such agreement. Notwithstanding the foregoing, the Lock-Up Period
shall  not  apply to  securities  acquired  by the  undersigned  in the  Private
Offering.

     6. The  undersigned  agrees  and  consents  to the  entry of stop  transfer
instructions  with the  Company's  registrar  and transfer  agent to prevent the
transfer of shares of Common Stock held by the undersigned  except in compliance
with this Agreement.

     7. Notwithstanding the foregoing,  the following  transactions shall not be
restricted hereby:

          a. if the undersigned is one or more natural persons,  any transfer by
gift, will or intestacy to the undersigned's  immediate family or to a trust for
the benefit of the undersigned, his or her immediate family, or both; or

          b. if the undersigned is a corporation or partnership, any transfer by
the  undersigned  in  connection  with the sale or other bona fide transfer in a
single  transaction of all or substantially all of the undersigned's  assets not
undertaken  for  the  purpose  of  avoiding  the  restrictions  imposed  hereby;
provided, however, that, as a condition of any transfer pursuant to this Section
7, each transferee shall agree to be bound by the terms hereof and shall execute
an agreement  substantially  in the form hereof which the transferor shall cause
to be delivered to the Representatives; or

          c. if the  undersigned  sells shares at such time (the "Release Date")
that the (i)  Prospectus  has been  declared  effective  by the  Securities  and
Exchange  Commission  (ii) the  Company  obtains a Small Cap NASDAQ  listing and
(iii) its Common Stock bid price is at or above $15 per share for thirty (30) or
more  consecutive  trading  days  after  the date of the  Prospectus;  provided,
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January 14, 2000
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Re: Instant Video Technologies, Inc.


however,  that the  undersigned  shall only sell up to 25% of such Common  Stock
owned  by the  undersigned  during  each  consecutive  thirty  (30)  day  period
following the Release Date.

     8. The  undersigned  agrees that the provisions of this Agreement  shall be
binding upon the  undersigned and the  successors,  assigns,  heirs and personal
representatives thereof.

     9. It is understood that if the proposed Private Offering does not close by
January 31, 2000, you will release us from our obligations under this Agreement.


DATED: January 27, 2000

                                        Very truly yours,


                                        By:
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                                        (Print Name)

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                                        (Print Address)