[IVT-CLOVER CONFIDENTIAL]

                                                                        ORIGINAL

                       RESELLER LICENSE AGREEMENT BETWEEN
                        INSTANT VIDEO TECHNOLOGIES, INC.
                                        &
                            CLOVER TECHNOLOGIES, INC.

         This Agreement, entered into this 7th day of September, 1999 is between
Instant Video  Technologies,  Inc.  ("IVT"),  a Delaware  corporation,  with its
principal place of business at 500 Sansome Street, Suite 503, San Francisco,  CA
94111, and Clover Technologies,  Inc. ("Reseller"), a Michigan corporation, with
its principal place of business at One Clover Court, Wixom, MI 48393.

         1.  Whereas,  IVT is the  developer  and owner of  certain  proprietary
software ("Licensed Software") to enable  "Faster-Than-Real-Time"(TM)delivery of
full motion video and CD-quality audio over networks;

         2. Whereas,  Reseller is in the business of marketing and  distributing
computer  hardware,  software and related services and desires to distribute the
Licensed Software to End Users; and.

         3. Whereas, IVT is willing to grant and Reseller is willing to accept a
non-exclusive  license to market and distribute the Licensed  Software under the
terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  parties  agree as follows:

                                   Section 1

                                   DEFINITIONS

         When used in this Agreement:

         1.1 "Affiliate"  means with respect to each party any legal entity that
directly or indirectly  controls,  is controlled  by, or is under common control
with the party, but only for so long as such control continues.  For purposes of
this definition,  "control" means the power,  whether or not normally exercised,
to direct the management and affairs of an entity.  No entity shall be deemed to
control a party unless such entity owns directly or indirectly fifty-one percent
(51%)  or more  of its  voting  shares.

         1.2 "Agreement" means this Reseller  Agreement,  including all exhibits
hereto and all Program Orders  submitted  hereunder.

         1.3 "Burstware Conductor" means the computer program included among the
Licensed  Software that is designed to operate on a single  computing device and
that manages the  distribution  of audio  and/or video  content from one or more
hardware  servers on which the Burstware  Server  software has been installed to
Burstware  Players  installed  on client  computers.  Each  Burstware  Conductor
requires a Burstware  License Key  configured for the host name or IP address of
the computer on which the Burstware Conductor is installed.


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                                                       [IVT-CLOVER CONFIDENTIAL]

         1.4  "Burstware  License  Key"  means the  unique,  encrypted  software
program provided by IVT (only upon payment of the applicable  license fees) that
is  designed  to prevent use of the  Licensed  Software  beyond the scope of the
license paid for by Licensee by  limiting,  as  appropriate,  and in addition to
other limits, the number of Concurrent Burstware Player Connections,  the amount
of Managed  Bandwidth,  and the number of Burstware  Servers that the  Burstware
Conductor can manage.

         1.5 "Burstware  Player" means the computer  program  included among the
Licensed  Software that operates on a single-user  client  computer,  permitting
that  computer to receive and play audio and/or video  content  delivered by the
Burstware Server software.

         1.6 "Burstware  Server" means the computer  program  included among the
Licensed  Software  that stores audio  and/or  video  content and delivers it to
client computers for viewing with the Burstware Player.

         1.7  "Clover" or  "Reseller"  means Clover  Technologies,  Inc. and its
Affiliates.

         1.8  "Concurrent  Burstware  Player  Connections"  means the  number of
simultaneous connections between Burstware Players installed on client computers
and Burstware  Servers  installed on hardware servers that the Burstware License
Key enables the Burstware Conductor to manage simultaneously.

         1.9 "Documentation"  means all materials in written,  computer readable
or other form containing  information about the Licensed Software that accompany
the Licensed  Software,  or that IVT may deliver to Reseller  during the term of
this  Agreement  for  use in the  marketing  and  distribution  of the  Licensed
Software and for distribution to End Users.

         1.10 "Effective Date" means September 7, 1999.

         1.11 "End User  License  Agreement"  means the form of End User License
Agreement attached to this Agreement as Exhibit D.

         1.12 "End Users" means any  prospective  customers to whom Reseller may
offer  Licensed  Software for  personal use or use in the regular  course of the
customer's business but not for resale.

         1.13  "Intellectual  Property Rights" means all  intellectual  property
rights under the laws of the United States, any of its states or territories and
any other nation,  including without  limitation all patent rights,  copyrights,
trade secrets, trademarks, trade names and other proprietary rights.

         1.14 "Licensed  Software"  means IVT's Burstware  Conductor,  Burstware
Server and Burstware  Conductor  (collectively  "Burstware")  computer  programs
described in the Product & Price List  attached as Exhibit A to this  Agreement.
Licensed  Software  does not  include  any  modifications  or  additions  to the
Licensed Software,  including without limitation, any new versions,  updates, or
enhancements  created  or  procured  by IVT  after  the  Effective  Date of this
Agreement,  but does  include  corrections  of Program  Errors  developed by IVT
pursuant to paragraph 8.3.

         1.15 "Licensed  Territory"  means the United States and its territories
and possessions.

         1.16  "Managed  Bandwidth"  means  the  total  bandwidth,  measured  in
megabits per second,  used by the  Burstware  Server  software to deliver  audio
and/or video content to Burstware Players.


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                                                       [IVT-CLOVER CONFIDENTIAL]

         1.17  "Program  Error"  means a program  defect  or "bug"  sufficiently
material  that it  results in a version of the  Licensed  Software,  in the form
delivered  by IVT to  Reseller,  at the time it is delivered by IVT to Reseller,
failing  to  substantially  conform to the  Documentation  for that  version.  A
respect in which the Licensed  Software  fails to  substantially  conform to the
Documentation  shall not be  considered  a Program  Error  unless IVT is able to
replicate it on a computer  system  already in its  possession  or on a computer
system supplied to IVT by Reseller.

         1.18  "Program  Order"  means the form  attached to this  Agreement  as
Exhibit C, which IVT may modify at any time.

         1.19  "Product & Price  List"  means the list  attached as Exhibit A to
this  Agreement  and any  substitute  list IVT may issue during the term of this
Agreement.

         1.20  "Trademarks"  means the trademarks listed in Exhibit E, which IVT
may amend at any time upon thirty (30) days prior written notice to Reseller.

                                   Section 2

                DISTRIBUTION & TRADEMARK LICENSES AND LIMITATIONS

         2.1  Distribution   License.  On  the  terms  and  conditions  of  this
Agreement,  IVT grants to Reseller a non-exclusive,  non-transferable license to
distribute Licensed Software solely to End Users within the Licensed Territory.

         2.2 Trademark  License.  On the terms and conditions of this Agreement,
IVT also grants to Reseller a nonexclusive,  nontransferable license without the
right to sublicense to use the  Trademarks in connection  with the promotion and
distribution of the Licensed Software in accordance with this Agreement.

         2.3 No  Exclusivity.  This  Agreement  does not constitute an exclusive
grant to Reseller of any specific customer,  territory,  or geographic area. IVT
may in its sole  discretion  and  without  obligation,  notice or  liability  to
Reseller,  add and/or  terminate  other  resellers,  distributors,  value  added
resellers, original equipment manufacturers, licensees or agents of the Licensed
Software,  and/or license  Licensed  Software  directly to End Users,  including
customers of Reseller.

         2.4  Reservation  of Rights.  IVT  reserves  all rights in the Licensed
Software and Documentation not expressly granted to Reseller by this Agreement.

         2.5  Licensed  Software  Changes.  IVT retains  the right,  in its sole
discretion,  to upgrade or modify the Licensed  Software from time to time. Upon
receipt of any such notice of an upgrade or modification,  Reseller shall within
thirty (30) days cease to market and distribute earlier versions of the Licensed
Software.


                                   Section 3


                   ORDERING AND SHIPMENT OF LICENSED SOFTWARE

         3.1  Submission  of  Program  Orders.  Reseller  shall  order  Licensed
Software by delivering a completed Program Order to IVT. The Program Order shall
be completed by Reseller to identify: (a) the End User (by company name, address
and telephone  number and contact name); (b) the computer system (by type/model,
serial  number,  host ID and/or IP  address)  on which the  Burstware  Conductor
portion of each copy of the Licensed  Software being ordered is to be installed,
and used; (c) the number of copies of the Licensed  Software being ordered;


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(d) the  configuration  for each copy of the Licensed  Software  being  ordered,
including the amount of Managed  Bandwith,  the number of  Concurrent  Burstware
Player Connections and number of Burstware Servers;  (e) the price for each copy
of the Licensed  Software;  and (f) the total  amount  payable to IVT under that
Program Order.

         3.2 Acceptance of Program Orders. Completed Program Orders delivered to
IVT shall be deemed  accepted and shall become binding on IVT only when accepted
in writing by IVT, or when IVT ships the Licensed  Software  ordered  under that
Program Order. If IVT accepts a Program Order by shipment,  the order shall bind
IVT only as to the Licensed Software actually shipped.  Failure of IVT to accept
a Program Order within ten (10) days shall  constitute  rejection of the Program
Order.

         3.3 Controlling Terms. The terms and conditions of this Agreement shall
apply to each Program Order accepted  and/or  Licensed  Software  shipped by IVT
hereunder.  Any terms or conditions appearing on the face or reverse side of any
Program  Order,  purchase  order,  acknowledgment,   or  confirmation  that  are
different from or in addition to those required  hereunder  shall not be binding
on the  parties,  even if  signed  and  returned,  unless  both  parties  hereto
expressly agree in a separate writing to be bound by such separate or additional
terms and conditions.

         3.4  Cancellation.  IVT  reserves  the right to cancel or  suspend  any
orders placed by Reseller and accepted by IVT, or to refuse or to delay shipment
of any Licensed Software described in those orders, if Reseller fails to: (a) to
pay when due any amount  required by this Agreement or any invoice;  (b) to meet
any credit or financial requirements that IVT, in its reasonable discretion, may
establish;  or (c) to comply with the terms and  conditions  of this  Agreement.
Once IVT accepts an order, Reseller may not cancel the order unless IVT fails to
ship the Licensed  Software  described in the Program  Order within  thirty days
after accepting the order, and Reseller  provides written notice of cancellation
to IVT before IVT ships any of the Licensed Software described in the order that
Reseller desires to cancel.

         3.5 Shipment of Licensed Software. IVT shall ship all Licensed Software
ordered under this Agreement F.O.B. IVT's San Francisco facility, or other point
of shipment  within the United States  designated by IVT. Risk of loss or damage
to  copies of the  Licensed  Software  shall  pass to  Reseller  at the point of
shipment.  All  shipping  and in  transit  insurance  charges  shall  be paid by
Reseller.  Reseller  shall  specify in its  Program  Order the mode of  shipment
and/or  carrier for each  order.  In the  absence of written  instructions  from
Reseller, IVT shall determine the carrier and/or mode of shipment.

         3.6 IVT Product  Delivery  Schedule and Delays.  Although IVT shall use
reasonable efforts to meet Reseller's  requested delivery schedules for Licensed
Software,  IVT shall not be liable for any loss,  damage or expense  due to late
delivery.

         3.7 Delivery of Burstware  License  Key.  IVT shall  deliver  Burstware
License Keys only to Reseller,  who shall be solely  responsible for delivery of
Burstware License Keys to End Users.  Reseller shall deliver a License Key to an
End User only upon receipt of a duly executed End User License Agreement by that
End User.

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                                                       [IVT-CLOVER CONFIDENTIAL]

                                   Section 4

                   MINIMUM COMMITMENTS, DISCOUNTS AND PAYMENTS

         4.1 Product and Price List. A copy of IVT's  current  Product and Price
List for the  Licensed  Software is attached as Exhibit A. IVT agrees to provide
to Reseller  the pricing  reflected in Exhibit A during the initial Term of this
Agreement.  Reseller acknowledges and accepts that IVT may thereafter change its
prices to Reseller at any time,  on sixty (60) days written  notice to Reseller.
No price change  shall  affect any  completed  Program  Order that  Reseller has
submitted and IVT has accepted in accordance with this Agreement  before IVT has
notified Reseller of the price change. Further, no price change shall affect any
written bid or proposal for or  including  the  Licensed  Software  submitted by
Reseller to an End-User before IVT has notified Reseller of the price change.

         4.2 Minimum  Commitment.  Reseller  agrees to order  during the initial
term of this  Agreement  the number of copies of the Licensed  Software,  net of
cancellations  and  returns,  set forth in the Minimum  Commitment  and Discount
Schedule attached as Exhibit B to this Agreement.

         4.3 Price to Reseller.  Subject to Section  4.4,  the price  payable by
Reseller for Licensed  Software  ordered  pursuant to this Agreement  during the
initial term of this Agreement shall be the applicable price in the then-current
Product and Price List,  less the discount  specified in the Minimum  Commitment
and Discount Schedule.

         4.4 Periodic Review of Progress Toward Minimum Commitment.  During each
annual term of the Agreement,  IVT will review quarterly the volume of orders by
Reseller,  net of cancellations and returns,  against the Minimum Commitment for
that period. If the cumulative net dollar volume ordered, as a percentage of the
Minimum  Commitment  for that  period,  does not equal or exceed the  applicable
value from the following table,  IVT shall so notify Reseller.  If Reseller does
not within thirty (30) days of such  notification  order  sufficient  volumes of
Licensed  Software to meet or exceed the  applicable  value from the table below
for that  period,  IVT may, in its  discretion,  reduce  Reseller's  discount to
levels (including no discount) commensurate with the actual volume of Reseller's
orders.

                                               Percentage of Commitment
           Three-Month Period Year 1                for given year
           -------------------------                --------------
                      1st                               4%
                      2nd                               20%
                      3rd                               56%
                      4th                               100%

                                               Percentage of Commitment
           Three-Month Period Year 2                for given year
           -------------------------                --------------
                      1st                               17%
                      2nd                               40%
                      3rd                               67%
                      4th                               100%

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                                                       [IVT-CLOVER CONFIDENTIAL]

IVT will discuss at any time with Reseller  adjustment of the Minimum Commitment
and  applicable  discounts,  based  on  Reseller's  forecasted  orders,  but any
adjustment  requires IVT's prior written  consent.  For any renewal term of this
Agreement, IVT and Reseller shall agree on the applicable Minimum Commitment and
discounts.  Reseller  may not  assume any  discount  will be  continued  for any
renewal term.

         4.5 Initial  Order.  Within  fifteen (15) days of the Effective Date of
this Agreement,  Reseller shall submit to IVT a blanket purchase order for fifty
(50) copies of the  Licensed  Software.  IVT shall ship and invoice for Licensed
Software  only upon  receipt of a  completed  Program  Order as provided in this
Agreement.

         4.6  Payment.  Reseller  shall  pay for all  Licensed  Software  within
forty-five  (45) days  after the date of IVT's  invoice  for such  products.  In
addition to all other  available  rights or remedies,  IVT reserves the right to
declare all sums  immediately due and payable upon written notice to Reseller if
Reseller  fails to pay when due any  amounts  due under  this  Agreement  or any
invoice.  Interest  shall  accrue on any  amounts not paid when due at an annual
rate of eighteen (18) percent.

         4.7 Taxes.  With the sole exception of taxes based on IVT's net income,
Reseller shall pay all sales,  use, excise,  value added or other taxes that may
arise out of Reseller's distribution or installation of Licensed Software.

         4.8 End User  Pricing.  Reseller is free to determine  its own End User
prices for the Licensed  Software.  Although IVT may publish  suggested End User
prices, these are suggestions only and are not binding in any way on Reseller.

                                   Section 5

                        PROPERTY RIGHTS AND RESTRICTIONS

         5.1 Ownership.  Reseller  acknowledges that the Licensed Software,  all
enhancements,  corrections and modifications to the Software (regardless whether
made  by IVT,  Reseller  or  anyone  else),  all  Intellectual  Property  Rights
protecting  or  pertaining  to any aspect of the Software (or any  enhancements,
corrections  or  modifications),  the  Documentation,  all  Trademarks  and  all
goodwill  associated  with the  Trademarks  are and  shall  remain  the sole and
exclusive property of IVT and, where applicable, IVT's suppliers. This Agreement
does not convey  title or  ownership  to Reseller or any of its  customers,  but
instead  gives  Reseller  only the  limited  rights  set forth in Section 2. IVT
reserves all rights not expressly granted by this Agreement.

         5.2 Use Restrictions. Except as set forth in Section 2, Reseller has no
right to use, make, sublicense,  modify,  distribute or copy originals or copies
of the Software or the Documentation or to permit anyone else to do so.

         5.3  Proprietary  Notices.  Reseller  shall not remove or  obscure  any
patent,  copyright or trademark or other intellectual  property notices that may
appear on any part of the Licensed Software or the Documentation.

         5.4 Trade Secrets. Reseller acknowledges that the Licensed Software, in
its source code form, contains valuable trade secrets belonging to IVT. Reseller
may not reverse  engineer,  decompile,  disassemble  or otherwise  translate any
Software.  Reseller may not copy any concepts,  ideas or techniques demonstrated
by the use of the Software.

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                                                       [IVT-CLOVER CONFIDENTIAL]

         5.5 IVT Name and  Trademarks.  Reseller  shall make no  representations
concerning  IVT  or  the  Licensed  Software  that  are  not  set  forth  in the
Documentation.  Reseller shall indicate IVT's ownership of all Trademarks in any
advertising,  promotional or other written or readable  material  containing any
Trademarks  that  Reseller  may  create  during the Term of this  Agreement.  If
Reseller  reproduces  IVT's logo, it shall do so only in the format furnished by
IVT.  Reseller may use the Trademarks only for purposes of promoting and selling
Reseller  products and services that use the Licensed Software and shall make no
other use of the  Trademarks,  or use any  trademark  or trade  name that may be
confusingly  similar  to any of the  Trademarks,  without  IVT's  prior  written
approval.  Reseller may not apply for  registration  of the  Trademarks,  or any
trademark  or  trade  name  that  may  be  confusingly  similar  to  any  of the
Trademarks,  under the laws of any  jurisdiction.  Reseller  shall  obtain IVT's
prior  approval,  which  IVT shall not deny  unreasonably,  of all  advertising,
publicity  or  promotion  that uses any  Trademarks  or  discusses  the Licensed
Software in any way.

         5.6 Irreparable Harm. Reseller  acknowledges that money damages may not
be an adequate  remedy for any breach or violation of any  requirement set forth
in Section 5 of this  Agreement  and that any such breach or violation may leave
IVT  without an adequate  remedy at law.  Reseller  therefore  agrees  that,  in
addition  to any other  remedies  available  at law,  in  equity  or under  this
Agreement, IVT shall be entitled to obtain temporary,  preliminary and permanent
injunctive  relief,  without  bond,  from a court of competent  jurisdiction  to
restrain any such breach or violation.


                                   Section 6

                          RESPONSIBILITIES OF RESELLER

         6.1 Level of Effort.  Reseller shall at all times during this Agreement
use reasonable  efforts to market and promote the Licensed Software  effectively
and in a manner reasonably  calculated to maximize their licensing to End Users.


         6.2  Trained  Reseller  Employees.  Reseller  shall  employ,  train and
maintain   sufficient   personnel  with   technical  and  sales   experience  to
demonstrate,  sell and  support the  Licensed  Software  distributed  under this
Agreement.

         6.3 Maintenance and Support.  Except as expressly  stated in paragraphs
7.1  and  7.2,   Reseller  shall  be  solely   responsible   for  providing  all
installation,  training, maintenance,  service and support to End Users relating
to the Licensed  Software.  Reseller shall not permit or encourage its customers
to contact IVT directly without IVT's prior consent.

         6.4  Protection  of  IVT  Intellectual  Property.  Reseller  shall  use
reasonable  efforts to ensure  that IVT's  intellectual  property  rights in the
Licensed Software are protected, and shall fully cooperate with IVT's efforts to
protect IVT's rights. Reseller shall notify IVT within ten (10) days of learning
of any actual or suspected  violation of IVT's  intellectual  property rights in
the  Licensed  Software.  Reseller  shall  notify  IVT  of any  claim,  judicial
proceeding or governmental  proceeding  involving the Licensed Software no later
than ten (10) days after learning of such claim or proceeding.

         6.5 End  User  License  Agreements.  Reseller  shall  ensure  that  the
Licensed Software is distributed only to persons or entities that have received,
executed and  returned to Reseller an End User License  Agreement in the form of
Exhibit  D.  Reseller  shall  forward  to IVT a copy of each  executed  End User
License Agreement.

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                                                       [IVT-CLOVER CONFIDENTIAL]

         6.6  Representations  and Warranties to End Users.  Reseller shall not,
under any circumstances,  make any representations or warranties to any End User
or other  person or entity  that are  inconsistent  with or in  addition  to the
warranties and representations contained in the End User License Agreement.

         6.7 Compliance  with  Applicable  Laws.  Reseller shall comply with all
laws and  regulations  of the United  States  and the  states in which  Licensed
Software  are  distributed  to the extent  that  non-compliance  could  possibly
subject  IVT to any  liability  or impair  any  right or  interest  of IVT.

         6.8 Conduct.  Reseller  shall at all times refrain from engaging in any
illegal,  unfair or deceptive  trade practices or unethical  business  practices
whatsoever  with  respect  to its  marketing,  distribution  and  support of the
Licensed Software.

                                   Section 7

                             RESPONSIBILITIES OF IVT

         7.1 Warranty Service.  IVT shall provide  Reseller's End Users with the
warranty  services as described in, and subject to the terms and  conditions of,
the End User License Agreement.  IVT reserves the right to modify such terms and
conditions from time to time, in IVT's sole discretion.

         7.2 Consultation  with Reseller.  IVT shall provide to Reseller,  at no
charge,  a reasonable  amount of telephone or electronic  mail  consultation  to
Reseller's  employees  in  order  for  Reseller  to meet its  obligations  under
paragraph 6.3.

         7.3 Training. Upon Reseller's request, and at mutually agreeable times,
IVT will provide sales and technical  support  training as outlined in Exhibit F
on the Licensed Software to Reseller's employees at IVT's San Francisco offices.
Reseller  shall be  entitled to up to twenty (20) person days (in no more than 4
sessions) of training  during the initial twelve month period of this Agreement,
and up to twenty  (20)  person  days (in no more than 4  sessions)  of  training
during the second  twelve  month  period of this  Agreement.  Reseller  shall be
responsible for all travel,  lodging, meal and other expenses for the attendance
of its employees at such  training.  Reseller may request  additional  training,
which IVT may, subject to the availability of IVT resources, provide on terms to
be negotiated.

         7.4 Demonstration Copies of the Licensed Software. IVT shall provide to
Reseller  at no charge  five (5) copies of the  Licensed  Software  and ten (10)
copies of the Documentation  for Reseller's use in the marketing,  promotion and
demonstration of the Licensed Software.  These  demonstration  copies may not be
sold or otherwise transferred or disposed of by Reseller and must be returned to
IVT upon the expiration or termination of this Agreement.


                                   Section 8

                                LIMITED WARRANTY

         8.1 Ownership. IVT warrants that it owns or has the right and authority
to license the  Licensed  Software,  the  Documentation  and the  Trademarks  to
Reseller on the terms and conditions of this Agreement.

         8.2  Media  and  Documentation.  IVT  warrants  that  if  the  Licensed
Software's  media or  Documentation  is in a  damaged  or  physically  defective
condition at the time it is  delivered to an End User,  and if

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                                                       [IVT-CLOVER CONFIDENTIAL]

it is returned to IVT (postage prepaid) within ninety (90) days of delivery, IVT
will provide End User with replacements at no charge.

         8.3  Performance.  IVT also  warrants  that,  in the form  delivered to
Reseller by IVT, the Licensed Software shall perform substantially in accordance
with the  Documentation and be free of Program Errors for ninety (90) days after
Reseller delivers a copy of the Licensed Software to an End User. IVT's warranty
is conditioned upon: (a) the use of the Licensed Software in accordance with the
Documentation and other instructions  provided by IVT and shall be null and void
if Reseller or any End User alters or modifies  the  Licensed  Software  without
IVT's prior written  approval,  does not use the Licensed Software in accordance
with the Documentation and IVT's instructions,  or if the Licensed Software fail
because of any accident, abuse or misapplication; and (b) Reseller notifying IVT
in writing of the claimed  nonconformance within ninety (90) days after Delivery
of Licensed  Software to Reseller.  As IVT's sole liability and Reseller's  sole
remedy  respecting  the  Licensed  Software's  nonconformance  with the  limited
warranty set forth in this  Section  8.3,  IVT may at its sole  option:  (i) use
reasonable  efforts to correct the Licensed Software to make it conform with the
specifications  set  forth  in the  Documentation;  (ii)  replace  the  Licensed
Software; or (iii) upon return of the Licensed Software and Documentation to IVT
refund the license fees paid by Reseller  under this Agreement and terminate the
Agreement.  IVT DOES NOT  REPRESENT OR WARRANT THAT THE LICENSED  SOFTWARE  WILL
OPERATE  PROPERLY WITH OTHER  HARDWARE OR SOFTWARE,  THAT THE LICENSED  SOFTWARE
WILL MEET  LICENSEE'S  REQUIREMENTS  OR  EXPECTATIONS  OR THAT  OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

         8.4 No Other  Warranties.  EXCEPT AS SET FORTH IN SECTIONS 8.1, 8.2 AND
8.3, IVT IS PROVIDING THE LICENSED  SOFTWARE AND THE  DOCUMENTATION "AS IS," AND
IVT  SPECIFICALLY  DISCLAIMS  ANY  AND  ALL  OTHER  WARRANTIES,   CONDITIONS  OR
REPRESENTATIONS  (WHETHER  EXPRESS OR IMPLIED,  ORAL OR WRITTEN) WITH RESPECT TO
THE LICENSED  SOFTWARE OR  DOCUMENTATION  INCLUDING  ANY AND ALL  WARRANTIES  OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE (WHETHER OR NOT IVT KNOWS,
HAS REASON TO KNOW,  HAS BEEN  ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
PURPOSE) OR CONDITIONS OF TITLE OR  NONINFRINGEMENT  WHETHER ALLEGED TO ARISE BY
OPERATION  OF LAW,  BY  REASON  OF  CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF
DEALING.  IVT ALSO  EXPRESSLY  DISCLAIMS  ANY  EXPRESS  OR IMPLIED  WARRANTY  OR
REPRESENTATION TO ANY PERSON OTHER THAN RESELLER.



                                   Section 9

                             LIMITATION OF LIABILITY

         TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE  LAW,  IVT'S  CUMULATIVE
LIABILITY  FOR ALL CLAIMS OF ANY  NATURE  RELATED TO THE  LICENSED  SOFTWARE  OR
DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE OF
ACTION BASED ON WARRANTY,  CONTRACT, TORT, STRICT LIABILITY, PATENT OR COPYRIGHT
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY,  SHALL NOT EXCEED THE
TOTAL  AMOUNT OF ALL LICENSE FEES THAT  RESELLER  HAS  ACTUALLY  PAID UNDER THIS
AGREEMENT. NEITHER IVT NOR ANY OF ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,
WHETHER IN CONTRACT,  IN TORT  (INCLUDING  NEGLIGENCE) OR OTHERWISE,  OR FOR ANY
LOSS OF PROFITS,  LOSS OF SAVINGS,  LOSS OF DATA OR LOSS OF USER DAMAGES ARISING
OUT OF THIS AGREEMENT OR THE USE (OR INABILITY TO USE) OF THE

                                       9
<PAGE>
                                                       [IVT-CLOVER CONFIDENTIAL]

LICENSED  SOFTWARE EVEN IF IVT OR RESELLER,  SUPPLIER OR LICENSOR HAS BEEN AWARE
OF THE  POSSIBILITY OF SUCH  POTENTIAL  LOSS OR DAMAGE.  IN NO EVENT WILL IVT BE
LIABLE  FOR ANY CLAIM  BROUGHT  MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION
AROSE OR  SHOULD  HAVE BEEN  DISCOVERED.  BECAUSE  SOME  STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR  CONSEQUENTIAL  OR INCIDENTAL  DAMAGES,
THE ABOVE LIMITATION MAY NOT APPLY.

                                   Section 10

                                 CONFIDENTIALITY

         10.1 Reseller Confidentiality Obligations.  Reseller shall maintain the
confidentiality of any confidential information regarding the Licensed Software,
IVT, or IVT's past,  present or future  products,  business plans or strategies.
Information shall be deemed confidential only if it is marked  "confidential" in
writing or if it is expressly  identified  as  "confidential"  orally.  Reseller
shall  indemnify  IVT for any loss or damage IVT may  sustain as a result of the
wrongful use or  disclosure by Reseller (or any employee,  agent,  licensee,  or
contractor  of  Reseller) of  confidential  information  regarding  the Licensed
Software, IVT, or IVT's past, present or future products.

         10.2  IVT   Confidentiality   Obligations.   IVT  shall   maintain  the
confidentiality  of  any  confidential   information   regarding  Reseller,   or
Reseller's  past,  present or future  products,  business  plans or  strategies.
Information shall be deemed confidential only if it is marked  "confidential" in
writing or if it is expressly  identified as  "confidential"  orally.  IVT shall
indemnify  Reseller  for any loss or damage  Reseller may sustain as a result of
the wrongful use or  disclosure  by IVT (or any employee,  agent,  licensee,  or
contractor of IVT) of confidential  information regarding Reseller or Reseller's
past, present or future products.

         10.3 Exceptions.  The obligations set forth in paragraphs 10.1 and 10.2
shall not apply with  respect  to any  Confidential  Information  that (a) is or
becomes publicly known under  circumstances  involving no breach of the terms of
paragraph 10.1 or 10.2; (b) is generally disclosed to third parties by the owner
of such Confidential  Information without restrictions on its use or disclosure;
(c) is independently  developed by the party to whom it was disclosed; or (d) is
approved  for use or  disclosure  in writing  by the owner of such  Confidential
Information.

         10.4   Agreement   is   Confidential.   This   Agreement   is  strictly
confidential. Neither party shall disclose any of the terms of this Agreement to
any third party without the prior written consent of the other, except as may be
necessary to comply with applicable law. If either party intends to disclose any
of the terms of this  Agreement,  it shall  provide the other with ten (10) days
prior written notice of the intended  disclosure.  Neither  party's consent to a
proposed disclosure shall be unreasonably withheld.



                                   Section 11

                                    INDEMNITY

         Except  for  claims  arising  solely as a result  of any  breach of the
limited  warranties  set forth in Section 8 of this  Agreement,  Reseller  shall
indemnify,  defend  and  hold  IVT  harmless  against  all  claims,  actions  or
liabilities   of  any  nature   that  may  arise  from   Reseller's   marketing,
distribution, installation, use or execution of the Licensed Software.


                                       10
<PAGE>
                                                       [IVT-CLOVER CONFIDENTIAL]

                                   Section 12

                              TERM AND TERMINATION

         12.1 Term. The Term of this Agreement shall begin on the Effective Date
and,  unless  renewed in  accordance  with this Section  12.2,  or terminated in
accordance with Section 12.3, end two calendar years later.

         12.2 Renewal. Unless either party gives the other written notice of its
intention  not to renew at least  sixty (60) days  before the end of the initial
term,  this  Agreement will renew itself  automatically  for successive one year
renewal terms until either party gives the other written notice of its intention
not to renew this  Agreement  for another  terms at least sixty (60) days before
the end of any  renewal  term.  A party's  decision  to renew or not renew  this
Agreement  shall be within that party's sole and exclusive  discretion,  with or
without cause.

         12.3  Default.  Either  party may, at its option and in addition to all
other available rights or remedies,  terminate this Agreement if the other party
fails to comply  with its  obligations  under  this  Agreement  in any  material
respect and then fails to cure that noncompliance  within thirty (30) days after
receiving a written notice describing the noncompliance in reasonable detail.

         12.4 Bankruptcy or Insolvency.  Either party may immediately  terminate
this  Agreement  in the  event  either  party  becomes  bankrupt,  insolvent  or
generally unable to pay its debts as they become due.

         12.5 Effect of Termination. After any termination or expiration of this
Agreement,  IVT shall  continue to be entitled to all license fees payable under
this Agreement. Both parties' rights and obligations under Sections 5, 8, 9, 10,
11, 12 and 14 of this Agreement  shall survive the  termination or expiration of
this Agreement.

         12.6 No Effect on End-Users.  Termination of this  Agreement  shall not
affect the rights or obligations of properly licensed End-Users.



                                   Section 13

                           CO-MARKETING AND PROMOTION

         13.1 General. IVT and Reseller shall participate in joint marketing and
promotion efforts reasonably acceptable to IVT and Reseller. Such activities may
include  (subject to the parties  agreements and IVT personnel  availability and
adequate notice), IVT's support of and participation in trade shows and customer
visits  with  Reseller's  sales  teams and  IVT's  participation  in  Reseller's
national  sales  meeting(s)  to present  and discuss  Burstware  and value added
within Reseller's  customer network.  ITV and Reseller shall meet on a quarterly
basis to discuss and agree on the scope, scheduling,  and expenditures regarding
such joint marketing initiatives and programs.

         13.2 Market  Development  Funds.  For the purposes  described below and
under the  conditions  described  below,  IVT shall make  available  to Reseller
Market Development Funds.

              13.2.1 Reseller shall not be eligible to accrue Market Development
         Funds until the  calendar  quarter in which has met or  exceeded  fifty
         percent (50%) of the Minimum Commitment set forth

                                       11
<PAGE>
                                                       [IVT-CLOVER CONFIDENTIAL]

         in Exhibit B.  Thereafter,  Reseller  shall be  eligible  to accrue and
         receive  Market  Development  Funds only in calendar  quarters in which
         Reseller's  progress toward meeting its Minimum  Commitment  under this
         Agreement  meets or exceeds  the  milestones  set forth in the table in
         Section 4.4.

              13.2.2  Market  Development  Funds shall accrue at a rate equal to
         two  (2)  percent  of the  Reseller's  net  payments  to  IVT  in  each
         qualifying  calendar  quarter,  not to  exceed  $25,000  for  any  such
         quarter.  13.2.3  Market  Development  Funds  shall be used  solely for
         marketing,  promotional and/ or advertising  activities relating to the
         Licensed  Software and shall be mutually  agreed upon in advance by IVT
         and Reseller.

              13.2.4 Market  Development Funds are and shall remain the sole and
         exclusive  property  of IVT  unless  and  until  paid to  Reseller  for
         mutually agreed upon  activities.  Upon  termination of this Agreement,
         IVT shall retain all Market Development Funds.

         13.3 Press  Release.  IVT and Reseller will issue a joint press release
promptly after the Effective Date to announce the  relationship  created by this
Agreement.

         13.4 Identification of Reseller as Burstware Reseller.  Reseller agrees
that  IVT may use  Reseller's  name as an IVT  Reseller  in any  advertising  or
promotional  materials  for  Licensed  Software.

         13.5 Website  Links.  IVT and Reseller each agrees to maintain at least
one marketing-related link on its website(s) during the term of this Agreement.



                                   Section 14

                                  MISCELLANEOUS

         14.1 Export  Regulations.  The  Licensed  Software  and  Documentation,
including technical data, is subject to U.S. export control laws,  including the
U.S.  Export  Administration  Act and  its  associated  regulations,  and may be
subject to export or import  regulations in other countries.  Licensee agrees to
comply  strictly  with all such  regulations  and  acknowledges  that it has the
responsibility to obtain licenses to export,  re-export,  or import the Licensed
Software  or  Documentation.  Neither  the  Software  nor  Documentation  may be
downloaded,  or otherwise  exported or re-exported (i) into, or to a national or
resident of any country to which the U.S. has embargoed goods; or (ii) to anyone
on the U.S. Treasury  Department's list of Specially  Designated  Nations or the
U.S.  Commerce  Department's  Table of Denial Orders. By installing or using the
Licensed Software, Licensee is warranting that it is not located in or under the
control of, or a national or resident of any such country or on any such list.

         14.2 Absence of Third Party  Beneficiaries.  Unless otherwise expressly
provided,  no provisions of this Agreement are intended or shall be construed to
confer  upon or give to any  person  other  than IVT and  Reseller  any  rights,
remedies or other benefits under or by reason of this Agreement.

         14.3 Assignment.  Reseller may not assign any of its rights or delegate
any of its obligations under this Agreement without the prior written consent of
IVT, which IVT shall not withhold  unreasonably.  IVT may assign or delegate its
obligations  under this Agreement as part of a sale or transfer of a substantial
portion of its business to which this Agreement relates.

                                       12
<PAGE>
                                                       [IVT-CLOVER CONFIDENTIAL]

         14.4 Complete  Understanding.  This  Agreement  constitutes  the entire
agreement  between the parties with respect to its subject matter and supersedes
and replaces all prior or contemporaneous  understandings or agreements, written
or oral,  regarding its subject matter.  No amendment to or modification of this
Agreement  will be  binding  unless in  writing  and  signed by duly  authorized
representatives  of both parties.  Terms of a purchase order or similar document
issued by Reseller or an End-User shall not modify this Agreement.

         14.5  Construction.  This  Agreement  was  executed  after  arms-length
negotiations  between the parties, and its terms are not to be construed against
either party.

         14.6  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.

         14.7 Disclaimer of Agency.  IVT and Reseller each acknowledges that the
parties to this  Agreement  are  independent.  Neither  party is  authorized  or
empowered to act as agent or legal  representative for the other for any purpose
and  shall  not on behalf of the other  enter  into any  contract,  warranty  or
representation  as to any  matter.  Neither  party shall be bound by the acts or
conduct  of the other and  nothing  herein  shall be  construed  as  creating  a
partnership or joint venture.

         14.8  Governing Law and Forum.  This  Agreement will be governed by and
construed  in  accordance  with the  laws of the  State  of  California  without
reference to conflicts of laws  principles.  Subject to paragraph  16.9, IVT and
Reseller  consent to the  jurisdiction  and venue of the  Superior  Court of San
Francisco  County,  California,  or the  United  States  District  Court for the
Northern  District  of  California  as the  exclusive  forum  for  all  disputes
concerning this Agreement.

         14.9  Arbitration.  Any controversy or claim arising out of or relating
to this  Agreement,  or the  breach  of this  Agreement,  shall  be  settled  by
arbitration administered by the San Francisco, California Regional Office of the
American Arbitration  Association in accordance with its Commercial  Arbitration
Rules,  and judgment on the award  rendered by the  arbitrator may be entered in
any court identified in paragraph 15.8. The arbitration  shall be conducted by a
single arbitrator.  The arbitrator shall follow and be bound by applicable state
and federal law. The parties shall cooperate in the  expeditious  conduct of the
arbitration,  and shall do  everything  reasonably  possible  to ensure that the
arbitration  proceeding  is  concluded  within  sixty  (60) days of service of a
notice of request  for  arbitration.  Each party  shall be limited to a total of
thirty-two (32) hours to present to the arbitrator all evidence and arguments in
support of its position.  All fees and costs related to the arbitration shall be
apportioned  between the parties by the arbitrator in accordance  with paragraph
14.10.

         14.10  Attorneys' Fees. The prevailing party in any action arising from
this Agreement shall be entitled to recover from the losing party its reasonable
attorneys'  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled from the losing party.

         14.11 Notices. All notices and other communications that this Agreement
requires or permits shall be in writing and shall be considered  effective  when
deposited in the U.S. mail,  postage  prepaid,  and addressed to the appropriate
party at the address noted on the first page of this  Agreement,  unless by such
notice the receiving party designates a different address in writing.

         14.12 No Waiver.  The failure of either party to enforce any  provision
of this  Agreement  shall not be deemed a waiver of that  provision or any other
available right or remedy.

         14.13  Severability.  In the event that any provision of this Agreement
is found to be invalid,  illegal or unenforceable pursuant to judicial decree or
decision,  the remainder of this  Agreement  shall remain valid and  enforceable
according to its terms.

                                       13
<PAGE>
                                                       [IVT-CLOVER CONFIDENTIAL]

         14.14  Warranty of Authority.  By signing this  Agreement,  each person
executing  this Agreement on behalf of any party warrants that he or she has the
full authority to do so.


INSTANT VIDEO TECHNOLOGIES, INC.                CLOVER TECHNOLOGIES, INC.

By /s/ Thomas Koshy                             By /s/ Leonard A. Kruszewski
  -----------------------------                 --------------------------------

Name       Thomas Koshy                         Name   Leonard A. Kruszewski
    ---------------------------                 --------------------------------

Title  Chief Operating Officer                  Title  President
     --------------------------                 --------------------------------

Date      September 8, 1999                     Date   September 7, 1999
    ---------------------------                 --------------------------------


                                       14
<PAGE>

                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT A"

Burstware(R) Product Suggested Pricing

Burstware(R) Enterprise Configuration

The  Enterprise  configuration  is  IVT's  primary  configuration  for  advanced
scalability, reliability, and no single-point-of-failure for video applications.
The  fail-over  server and  conductor  can only be used for  fail-over  services
within the same Burstware domain.

     Burstware(R) Enterprise Configuration                             US$55,000
          Two Burstware Servers and two Burstware Conductors            $ 45,000
          100 Mbps of managed bandwidth
          100 concurrent connections maximum
          Additional fail-over Burstware Server                          $10,000

Burstware(R) Silver Configuration

The Silver  Configuration  provides  load  balancing  and server  fail-over  for
reliable midrange video applications.

     Burstware(R) Silver Configuration                                 US$35,000
          Two Burstware Servers and two Burstware Conductors
          50 Mbps of managed bandwidth
          50 concurrent connections maximum

Burstware(R) Bronze Configuration

IVT's  Bronze  Configuration  provides  a single  entry-level  Burstware  Server
architecture for smaller  applications.  Additional  concurrent  connections and
fail-over servers may be added to the Bronze configuration.

     Burstware(R) Bronze Configuration                                 US$10,000
          One Burstware Server and one Burstware Conductor
          15 Mbps of managed bandwidth
          15 concurrent connections maximum

Burstware(R) Additional Bandwidth Module

Additional   50Mbps   modules  can  be  added  to  the   Enterprise  and  Silver
Configurations  to  create  highly  scalable  video  applications.  Each  module
increases the number of concurrent  connections by fifty and the amount of total
managed bandwidth by 50Mbps.

     Burstware(R) Additional Bandwidth Module                          US$20,000
          One Burstware Server
          50 Mbps of managed bandwidth
          50 concurrent connections maximum

<PAGE>

Additional Concurrent Connections

Additional Concurrent Connections where applicable can be purchased in blocks of
50  connections  at  $2500  per a  50-block  connection  for  all of  the  above
configurations.

Burstware(R) Additional Fail-Over Server Module

Multiple  Fail-Over Server modules can be added to all  configurations to create
extremely  reliable  Burstware server  architectures.  Each module increases the
total number of Burstware servers in a Burstware domain by one.

     Burstware(R) Additional Fail-Over Server Module                   US$10,000
          One Burstware Server

Product Upgrade

The next revision of Burstware is expected to be released in the Fall of 1999. A
Burstware  Product Upgrade  Agreement Pack can be purchased for 15% of the total
purchase  price.  The product  upgrade pack  includes  free upgrades to the next
major release of the Burstware suite of products.

     Burstware(R) Product Upgrade Agreement Pack                           15%
                                                                           Total
                                                                           Price
          Upgrades to Burstware 2.x at  no charge


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]


                                   "EXHIBIT B"

                     MINIMUM COMMITMENT & DISCOUNT SCHEDULE
                     --------------------------------------
1. Discount Level

      Description                                                   Discount
      -----------                                                   --------
      Burstware(R) Enterprise Configuration                            28%
      Additional 50Mbps of Bandwidth (for Enterprise Config.)          28%
      Burstware(R) Silver Configuration                                28%
      Burstware(R) Bronze Configuration                                28%
      Additional Fail-Over Server                                      28%

2.  Clover Technologies Commitment Level

      Year 1                      Qty.      Description
      ------                      ----      -----------
      First quarter                 2       Burstware(R)Enterprise Configuration
      Second quarter                8       Burstware(R)Enterprise Configuration
      Third quarter                18       Burstware(R)Enterprise Configuration
      Fourth quarter               22       Burstware(R)Enterprise Configuration
                                  ----
      Year 1 total commitment:     50

      Year 2                      Qty.      Description
      ------                      ----      -----------
      First quarter                25       Burstware(R)Enterprise Configuration
      Second quarter               35       Burstware(R)Enterprise Configuration
      Third quarter                40       Burstware(R)Enterprise Configuration
      Fourth quarter               50       Burstware(R)Enterprise Configuration
                                  ----
      Year 1 total commitment:    150



<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT C"

                                  PROGRAM ORDER

                        [To be supplied at a later date]


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT D"

                                END-USER SOFTWARE
                                LICENSE AGREEMENT

                                     BETWEEN

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

                                       AND

                                    LICENSEE

         Company Name:      ______________________________

         Principal Address: ______________________________

                            ______________________________

         Contact Person:    ______________________________

         Phone Number:      ______________________________

         Facsimile Number:  ______________________________

         By executing this Agreement,  Instant Video Technologies,  Inc. ("IVT")
and  ________________________  ("Licensee") are agreeing to a license of certain
computer programs in accordance with the terms and conditions  contained in this
Agreement.

         This Agreement  consists of (1) this cover page; (2) the attached Terms
and  Conditions;  and (3) the  Program  Order  attached as Exhibit A, as well as
additional  Program  Orders  accepted  from  time to time with  respect  to this
Agreement.

         Licensee has read,  understands  and agrees to the terms and conditions
of this Agreement and has duly authorized the individual  signing this Agreement
on its behalf to do so.

INSTANT VIDEO TECHNOLOGIES, INC.            [LICENSEE]

By:_____________________________            By:_____________________________

________________________________            ________________________________
         (Print Name)                                (Print Name)

Title:__________________________            Title:__________________________

Date:___________________, 19____            Date:___________________, 19____


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                              TERMS AND CONDITIONS

1.       DEFINITIONS

         1.1 "Burstware Conductor" means the computer program included among the
Licensed  Software  that is  designed  to operate on a hardware  server and that
manages the distribution of audio and/or video content from one or more hardware
servers on which the Burstware  Server  software has been installed to Burstware
Players  installed on client  computers.  Each  Burstware  Conductor  requires a
Burstware License Key configured for the host name or IP address of the computer
on which the Burstware Conductor is installed.

         1.2  "Burstware  License  Key"  means the  unique,  encrypted  software
program provided by IVT (only upon payment of the applicable  license fees) that
is  designed  to prevent use of the  Licensed  Software  beyond the scope of the
license paid for by Licensee by  limiting,  as  appropriate,  and in addition to
other limits, the number of Concurrent Burstware Player Connections,  the amount
of Managed  Bandwidth,  and the number of Burstware  Servers that the  Burstware
Conductor  can manage and the number of copies of the Burstware  Conductor  that
can be used.

         1.3 "Burstware  Player" means the computer  program  included among the
Licensed  Software that operates on a single-user  client  computer,  permitting
that  computer to receive and play audio and/or video  content  delivered by the
Burstware Server software.

         1.4 "Burstware  Server" means the computer  program  included among the
Licensed  Software  that stores audio  and/or  video  content and delivers it to
client computers for viewing with the Burstware Player.

         1.5  "Concurrent  Burstware  Player  Connections"  means the  number of
simultaneous connections between Burstware Players installed on client computers
and Burstware  Servers  installed on hardware servers that the Burstware License
Key enables the Burstware Conductor to manage simultaneously.

         1.6 "Documentation"  means all materials in written,  computer readable
or other form containing  information about the Licensed Software that accompany
the  Licensed  Software,  or  that  IVT  may  provide  during  the  term of this
Agreement.

         1.7 "Licensed  Software" means the IVT Burstware  Conductor,  Burstware
Server and  Burstware  Player  software for which  Licensee is granted a license
under this Agreement.

         1.8 "Managed Bandwidth" means the total bandwidth, measured in megabits
per second,  used by the Burstware Server software to deliver audio and/or video
content to Burstware Players.

2.       GRANT OF LICENSE

         On the terms and conditions of this Agreement,  and upon payment of all
applicable  license  fees,  IVT grants to  Licensee  and  Licensee  accepts  the
non-exclusive licenses and the restrictions set forth below.

         2.1 Software License. IVT grants to Licensee a non-exclusive license to
install and use the Licensed Software in machine-readable  object code form only
in the  configuration  and to the scope identified in the Program Order attached
as Exhibit  A, or such other  Program  Order(s)  as IVT might  accept at a later
date.



<PAGE>

         2.2  Documentation.  IVT grants to Licensee a non-exclusive  license to
use  the  Documentation  in  connection  with  Licensee's  use of  the  Licensed
Software.

         2.3 Limitation on Use.  Licensee  understands and acknowledges that use
of the Licensed  Software is controlled by the Burstware  License Key.  Licensee
may not use the  Licensed  Software  beyond the scope  enabled by the  Burstware
License Key provided by IVT to Licensee upon payment of the  applicable  license
fee. The Licensed Software functions as three separate  programs,  the Burstware
Conductor,  Burstware Server, and Burstware Player, that operate  cooperatively.
Licensee  may  install  and use only  the  number  of  copies  of the  Burstware
Conductor and Burstware  Server software  specifically  enabled by the Burstware
License  Key  provided to Licensee  by IVT.  Licensee  may install an  unlimited
number of copies of the Burstware Player software for use by Licensee,  provided
Licensee   does  not  receive   any  direct   payment  for  doing  so,  but  may
simultaneously   use  only  the  number  of  copies  of  the  Burstware   Player
specifically  enabled by the Burstware  License Key provided to Licensee by IVT.
Licensee may not modify or alter the Licensed  Software or Burstware License Key
to increase the scope of its use of the Licensed Software. Further, Licensee may
not use any device,  process or computer  program  that  increases,  directly or
indirectly,  the scope of use of the Licensed  Software enabled by the Burstware
License Key  provided to  Licensee  by IVT. If Licensee  wishes to increase  the
scope of its licensed use of the Licensed  Software,  Licensee  must purchase an
additional Burstware License Key from IVT.

         2.4 Back-Up Copies. Licensee may make one copy of the Licensed Software
solely  for the  back-up  or  archival  purposes,  provided  that such copy must
contain all proprietary notices affixed to or appearing in the original copy.

         2.5 Sun Microsystems  Java(TM)Runtime Environment Provisions.  Licensee
may not  modify  the Java  Platform  Interface  ("JPI",  identified  as  classes
contained with the "java" package or any subpackages of the "java" package),  by
creating  additional classes within the JPI or otherwise causing the addition to
or  modification  of the classes in the JPI. In the event that Licensee  creates
any  Java-related  API  and  distributes  such  API to  others  for  application
development,  Licensee must promptly publish broadly, an accurate  specification
for such API for free use by all developers of Java-based software.

         2.6 Hazardous  Environments.  The Licensed  Software is not designed or
intended for use in online control equipment in environments requiring fail-safe
performance, such as the operation of nuclear facilities, aircraft communication
or control systems or life support systems, in which software failure could lead
to personal injury or severe property or environmental damage. Licensee warrants
that it will not use or allow the use of the Licensed Software for such purposes

3.       OWNERSHIP AND USE RESTRICTIONS

         3.1 Ownership.  Licensee  acknowledges that the Licensed Software,  all
enhancements, corrections and modifications to the Licensed Software (regardless
whether made by IVT,  Licensee or anyone else), all copyrights,  patents,  trade
secrets,  or  trademarks or other  intellectual  property  rights  protecting or
pertaining  to any  aspect  of  the  Licensed  Software  (or  any  enhancements,
corrections or modifications)  and the  Documentation,  are and shall remain the
sole and exclusive property of IVT and, where applicable,  IVT's suppliers. This
Agreement  does not convey title or ownership  to  Licensee,  but instead  gives
Licensee only the limited rights set forth in Section 2. IVT reserves all rights
not expressly granted by this Agreement.

         3.2  Restrictions.  Except as  expressly  set forth in this  Agreement,
Licensee has no right to use, make, sublicense,  modify,  transfer, rent, lease,
sell,  display,  distribute or copy originals or copies of any Licensed Software
or Documentation, or to permit anyone else to do so.


<PAGE>

                                                       [IVT-CLOVER CONFIDENTIAL]

         3.3 Transfer. Licensee may not assign or transfer its rights under this
Agreement  or its rights to the  Licensed  Software  without  the prior  written
consent of IVT. Upon any such transfer or assignment, Licensee must transfer all
copies of the Licensed  Software and  Documentation  and assignee  must agree in
writing to all the terms of this Agreement.

         3.4  Proprietary  Notices.   Licensee  shall  not  remove  any  patent,
copyright or trademark or other intellectual property notices that may appear on
any part of the Licensed Software or the Documentation.

         3.5 Trade Secrets. Licensee acknowledges that the Licensed Software, in
its source code form, contains valuable trade secrets belonging to IVT. Licensee
may  not  reverse  engineer,  unencrypt,  decompile,  disassemble  or  otherwise
translate the Licensed Software or allow anyone else to do so.

         3.6 Audit Rights.  Licensee authorizes IVT or its designee to audit its
compliance with this Agreement, as IVT deems reasonable.

         3.7 Notice to  Employees  and Agents.  Licensee  will use  commercially
reasonable efforts to inform its employees, agents and others using the Licensed
Software under this Agreement that it may not be used,  copied or transferred in
violation of this Agreement.

         3.8 Irreparable Harm. Licensee  acknowledges that money damages may not
be an adequate  remedy for any breach or violation of any  requirement set forth
in Section 3 of this  Agreement  and that any such breach or violation may leave
IVT  without an adequate  remedy at law.  Licensee  therefore  agrees  that,  in
addition  to any other  remedies  available  at law,  in  equity  or under  this
Agreement, IVT shall be entitled to obtain temporary,  preliminary and permanent
injunctive  relief,  without  bond,  from a court of competent  jurisdiction  to
restrain any such breach or violation.

4.       SHIPMENT AND PAYMENT

         4.1 Shipment of Licensed Software. IVT shall ship all Licensed Software
ordered under this Agreement F.O.B. IVT's San Francisco facility, or other point
of shipment  within the United States  designated by IVT. Risk of loss or damage
to  copies of the  Licensed  Software  shall  pass to  Licensee  at the point of
shipment.  All  shipping  and in  transit  insurance  charges  shall  be paid by
Licensee.  Licensee  shall  specify in its  Program  Order the mode of  shipment
and/or  carrier for each  order.  In the  absence of written  instructions  from
Licensee, IVT shall determine the carrier and/or mode of shipment.

         4.2 IVT Product  Delivery  Schedule and Delays.  Although IVT shall use
reasonable efforts to meet Licensee's  requested delivery schedules for Licensed
Software,  IVT shall not be liable for any loss,  damage or expense  due to late
delivery.

         4.3 Payment. Licensee shall pay for all Licensed Software within thirty
(30) days after the date of IVT's invoice for such products.  In addition to all
other available  rights or remedies,  IVT reserves the right to declare all sums
immediately due and payable upon written notice to Licensee if Licensee fails to
pay when due any amounts due under this Agreement or any invoice. Interest shall
accrue  on any  amounts  not paid when due at an annual  rate of  eighteen  (18)
percent.

         4.4 Taxes.  With the sole exception of taxes based on IVT's net income,
Licensee shall pay all sales,  use, excise,  value added or other taxes that may
arise out of Licensee's installation or use of the Licensed Software.


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

         NO PRODUCT MAINTENANCE AND SUPPORT

         Licensee is not entitled to any maintenance or support for the Licensed
Software or any  upgrades or  enhancements  under this  Agreement.  Licensee may
purchase from IVT maintenance and support pursuant to the terms,  conditions and
pricing of IVT's  maintenance and support  agreement as in effect on the date of
Licensee's  purchase.  All upgrades and enhancements  made available to Licensee
shall become part of the Licensed Software and become subject to this Agreement.

6.       LIMITED WARRANTY

         6.1 Ownership. IVT warrants that it owns or has the right and authority
to license the Licensed  Software and Documentation to Licensee on the terms and
conditions of this Agreement.

         6.2  Media  and  Documentation.  IVT  warrants  that  if  the  Licensed
Software's  media or  Documentation  is in a  damaged  or  physically  defective
condition at the time it is delivered to Licensee,  and if it is returned to IVT
(postage prepaid) within ninety (90) days of delivery, IVT will provide Licensee
with replacements at no charge.

         6.3 Licensed  Software.  IVT warrants  that,  in the form  delivered to
Licensee by IVT, the Licensed Software shall perform substantially in accordance
with the  Documentation  for ninety (90) days after delivery to Licensee.  IVT's
warranty is conditioned upon: (a) the use of the Licensed Software in accordance
with the Documentation and other instructions  provided by IVT and shall be null
and void if Licensee  alters or modifies the  Licensed  Software  without  IVT's
prior written  approval,  does not use the Licensed  Software in accordance with
the  Documentation  and IVT's  instructions,  or if the Licensed  Software fails
because of any accident, abuse or misapplication; and (b) Licensee notifying IVT
in writing of the claimed  nonconformity  within ninety (90) days after delivery
of the Licensed  Software to Licensee.  As IVT's sole  liability and  Licensee's
sole remedy respecting the Licensed  Software's  nonconformance with the limited
warranty  set  forth  in  this  Section  6.3,  IVT  may at its  option:  (i) use
reasonable  efforts  to  correct  the  Licensed  Software  to  make  it  conform
substantially  with the  specifications  set  forth in the  Documentation;  (ii)
replace the Licensed Software; or (iii) upon return of the Licensed Software and
Documentation  to IVT,  refund  the  license  fees paid by  Licensee  under this
Agreement and terminate this  Agreement.  IVT DOES NOT REPRESENT OR WARRANT THAT
THE LICENSED  SOFTWARE WILL OPERATE  PROPERLY  WITH OTHER  HARDWARE OR SOFTWARE,
THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S  REQUIREMENTS OR EXPECTATIONS OR
THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.       NO OTHER WARRANTY

         EXCEPT  AS SET  FORTH IN  SECTION  6,  IVT IS  PROVIDING  THE  LICENSED
SOFTWARE AND THE  DOCUMENTATION "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE  LAW,  IVT  SPECIFICALLY  DISCLAIMS  ANY  AND ALL  OTHER  WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR
WRITTEN)  WITH  RESPECT TO THE  LICENSED  SOFTWARE  OR  DOCUMENTATION  INCLUDING
WITHOUT  LIMITATIONANY  AND ALL WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE  (WHETHER  OR NOT IVT KNOWS,  HAS  REASON TO KNOW,  HAS BEEN
ADVISED OR IS  OTHERWISE  IN FACT AWARE OF ANY SUCH  PURPOSE) OR  CONDITIONS  OF
TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON
OF CUSTOM OR USAGE IN THE TRADE OR BY  COURSE  OF  DEALING.  IVT ALSO  EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR  REPRESENTATION TO ANY PERSON


<PAGE>

OTHER THAN LICENSEE.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU
MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

8.       LIMITATION OF LIABILITY

         TO THE MAXIMUM  EXTENT  PERMITTED BY  APPLICABLE  LAW,  THE  CUMULATIVE
LIABILITY OF IVT FOR ALL CLAIMS OF ANY NATURE  RELATED TO THE LICENSED  SOFTWARE
OR DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE
OF  ACTION  BASED ON  WARRANTY,  CONTRACT,  TORT,  STRICT  LIABILITY  PATENT  OR
COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL  PROPERTY,  SHALL NOT
EXCEED THE TOTAL  AMOUNT OF ALL LICENSE FEES THAT  LICENSEE  HAS  ACTUALLY  PAID
UNDER  THIS  AGREEMENT.  NEITHER  IVT NOR  ANY OF ITS  RESELLERS,  SUPPLIERS  OR
LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL,  INCIDENTAL, INDIRECT, SPECIAL,
EXEMPLARY  OR  PUNITIVE  DAMAGES,   WHETHER  IN  CONTRACT,  IN  TORT  (INCLUDING
NEGLIGENCE) OR OTHERWISE,  OR FOR ANY LOSS OF PROFITS,  LOSS OF SAVINGS, LOSS OF
DATA OR  LOSS  OF USER  DAMAGES  ARISING  OUT OF THIS  AGREEMENT  OR THE USE (OR
INABILLITY TO USE) OF THE LICENSED SOFTWARE EVEN IF IVT OR RESELLER, SUPPLIER OR
LICENSOR HAS BEEN AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.  IN
NO EVENT WILL IVT BE LIABLE FOR ANY CLAIM  BROUGHT  MORE THAN ONE (1) YEAR AFTER
THE CAUSE OF ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED. BECAUSE SOME STATES DO
NOT  ALLOW THE  EXCLUSION  OR  LIMITATION  OF  LIABILITY  FOR  CONSEQUENTIAL  OR
INCIDENTAL   DAMAGES,   THE  ABOVE  LIMITATION  MAY  NOT  APPLY.   BECAUSE  SOME
STATES/JURISDICTIONS  DO NOT ALLOW THE  EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.       TERMINATION

         Without  prejudice to any other rights it may have under this Agreement
or at law or equity,  IVT may  terminate  this  Agreement  if Licensee  fails to
comply with the terms of this Agreement.  Upon termination of this Agreement for
any reason,  Licensee will immediately discontinue use of the Licensed Software,
destroy or return to IVT all copies of the Licensed  Software and  Documentation
in  whatever  form they exist,  including  all  back-up  copies,  and certify in
writing to IVT that all copies have been destroyed.

10.      INDEMNIFICATION

         The Licensed  Software is intended for use only with properly  licensed
media,  content, and content creation tools. It is Licensee's  responsibility to
ascertain  whether any copyright,  patent or other licenses are necessary and to
obtain any such  licenses  to serve  and/or  create or  compress  such media and
content.  Licensee  agrees to transmit  and/or compress only those materials for
which it has the  necessary  patent,  copyright or other  permissions,  licenses
and/or clearances.  Licensee agrees to hold harmless,  indemnify and defend IVT,
its officers,  directors and  employees,  from and against any losses,  damages,
fines and  expenses  (including  attorneys'  fees and costs)  arising  out of or
relating  to any  claims  that  Licensee  has  encoded,  compressed,  copied  or
transmitted any materials  (other than materials  provided by IVT) in connection
with the  Licensed  Software  in  violation  of  another  party's  rights  or in
violation of any law. If Licensee is importing  the Licensed  Software  from the
United  States,  it shall  indemnify  and hold IVT harmless from and against any
import and export duties or other claims arising from such importation.


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

11.      GENERAL TERMS

         11.1 Export  Regulations.  The  Licensed  Software  and  Documentation,
including technical data, is subject to U.S. export control laws,  including the
U.S.  Export  Administration  Act and  its  associated  regulations,  and may be
subject to export or import  regulations in other countries.  Licensee agrees to
comply  strictly  with all such  regulations  and  acknowledges  that it has the
responsibility to obtain licenses to export,  re-export,  or import the Licensed
Software  or  Documentation.  Neither  the  Software  nor  Documentation  may be
downloaded,  or otherwise  exported or re-exported (i) into, or to a national or
resident of Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to
which the U.S.  has  embargoed  goods;  or (ii) to  anyone on the U.S.  Treasury
Department's  list  of  Specially   Designated  Nations  or  the  U.S.  Commerce
Department's  Table of  Denial  Orders.  By  installing  or using  the  Licensed
Software,  Licensee is warranting that it is not located in or under the control
of, or a national or resident of any such country or on any such list.

         11.2 U.S. Government  Restrictions.  The use, duplication or disclosure
by the United States  Government of the Licensed  Software and  Documentation is
subject to the  restrictions  as set forth in the Rights in  Technical  Data and
Computer Software Clauses in DFARs 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)

         11.3 Governing Law and Forum.  This Agreement  shall be governed by and
construed in accordance  with the laws of the State of California and the United
States without  reference to conflicts of laws principles.  Licensee consents to
the  exclusive  jurisdiction  and venue of the federal  and state  courts in San
Francisco  County,  California  for resolution of any disputes  concerning  this
Agreement.

         11.4 Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to recover from the losing party its reasonable  attorney's fees, costs
and necessary  disbursements in addition to any other relief to which such party
may be entitled.

         11.5 Complete  Understanding.  This  Agreement  constitutes  the entire
agreement  between the parties with respect to its subject matter and supersedes
and replaces all prior or contemporaneous  understandings or agreements, written
or oral,  regarding its subject matter.  No amendment to or modification of this
Agreement  will be  binding  unless in  writing  and  signed by duly  authorized
representatives of both IVT and Licensee.

         11.6 Survival. The following provisions of this Agreement shall survive
termination of this Agreement,  along with any other terms which by their nature
require  survival:  Section 3,  Section 5,  Section 6,  Section 7, Section 9 and
Section 10.

         11.7 Absence of Third Party  Beneficiaries.  Unless otherwise expressly
provided,  no provisions of this Agreement are intended or shall be construed to
confer  upon or give to any  person  other  than IVT and  Licensee  any  rights,
remedies or other benefits under or by reason of this Agreement.

         11.8 Disclaimer of Agency.  IVT and Licensee each acknowledges that the
parties to this  Agreement  are  independent.  Neither  party is  authorized  or
empowered to act as agent or legal  representative for the other for any purpose
and  shall  not on behalf of the other  enter  into any  contract,  warranty  or
representation  as to any  matter.  Neither  party shall be bound by the acts or
conduct  of the other and  nothing  herein  shall be  construed  as  creating  a
partnership or joint venture.

         11.9 No Waiver. The failure of either party to enforce any provision of
this  Agreement  shall  not be deemed a waiver  of that  provision  or any other
available right or remedy.

         11.10  Headings.  The  section  headings  used  in this  Agreement  are
intended  for  convenience  only and shall not be  deemed  to  modify,  limit or
supersede any provision.
<PAGE>

         11.11  Severability.  In the event that any provision of this Agreement
is found to be invalid,  illegal or unenforceable pursuant to judicial decree or
decision,  the remainder of this  Agreement  shall remain valid and  enforceable
according to its terms.








Burstware,  Instant Video,  Burstware  Server,  Burstware  Conductor,  Burstware
Player,  "Faster  Than Real  Time," and "Why  Stream  When You Can  Burst?"  are
registered trademarks or trademarks of Instant Video Technologies,  Inc., in the
United States and other countries. Use of this software may also be protected by
one or more of the following  U.S.  patents:  4,963,995;  5,057,932;  5,164,839;
5,262,875;   5,440,334;   and  5,710,970.   Additional  U.S.   patents  pending.
International  patents  and  patents  pending  may also be  applicable  in their
respective countries. Sun Microsystems,  Java, and all Java-based trademarks and
logos are trademarks or registered  trademarks of Sun Microsystems,  Inc. in the
United States and other countries.

All  contents  Copyright(C)1998-1999  by Instant  Video  Technologies,  Inc. All
rights reserved.





<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT E"

                                 IVT TRADEMARKS

                  Instant Video(R)

                  Burstware(R)

                  Burstware Conductor(TM)

                  Burstware Server(TM)

                  Burstware Player(TM)

                  "Faster Than Real Time"(TM)

                  "Why Stream When You Can Burst?"(TM)


<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT F"

                                    TRAINING

Training Programs.

     Module 1: General Operations Overview

     This  module  would be  intended  to provide  the  student  with high level
     general   knowledge  on  Burstware.   The  student  would  have  a  general
     understanding of Burstware's components, network hardware requirements, and
     applications.  Additionally,  the  student  would be  familiar  with how to
     operate the overall system, demonstrate capabilities,  install the software
     for the server,  conductor,  and player,  including  how to add  additional
     servers, conductors, players, etc. to an existing network.



                    ******FILE DOES NOT MATCH COPY******




     Module 2:  Technical Support, Maintenance, & Troubleshooting

     This module would be intended to provide advanced  technical training to be
     used to  support  their  customers.  This  may be  viewed  as some  type of
     technical  support  certification.  The student would have to be trained on
     all  detailed  technical  aspects of how to install,  troubleshoot,  how to
     identify and isolate  Burstware from network  problems,  etc.  Prerequisite
     would be Module 1.


                    ******FILE DOES NOT MATCH COPY******



<PAGE>


                                                       [IVT-CLOVER CONFIDENTIAL]

                                   "EXHIBIT G"

                             IVT YEAR 2000 STATEMENT
                             -----------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   Annual report under Section 13 or 15(d) of the Securities  Exchange Act of
      1934 For the Fiscal Year ended: December 31, 1998

                                       OR

[ ]   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the transition period from  _________________  to  _________________ .

      Commission File No. 33-35580-D

                        INSTANT VIDEO TECHNOLOGIES, INC.
           -----------------------------------------------------------
           (Name of Small Business Issuer as Specified in its Charter)

           Delaware                                    84-1141967
           --------                                    ----------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

     500 Sansome Street, Suite 503
       San Francisco, California                          94111
       -------------------------                        ----------
(Address of Principal Executive Offices,                (Zip Code)

                                 (415) 391-4455
                (Issuer's Telephone Number, Including Area Code)

Securities  Registered Under Section 12(b) of the Exchange Act: None. Securities
Registered Under Section 12(g) of the Exchange Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days. [N/A]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B not contained in this form,  and will not be  contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [N/A]

State Issuer's revenues for its most recent fiscal year: $15,000.


<PAGE>

The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates  on March 31,  1999 (based  upon the last  reported  price of the
Common  Stock on the  NASDAQ  OTC  Bulletin  Board  Exchange  on such  date) was
approximately $63,100,000.

As  of  April  9,  1999,  there  were  approximately  9,018,228  shares  of  the
Registrant's Common Stock outstanding.

Documents  incorporated  by  reference  Part  III of  this  Report  incorporates
information  by  reference  from  the   definitive   Proxy   statement  for  the
Registrant's  annual meeting of stockholders,  to be filed within 120 days after
the end of the fiscal year ended December 31, 1998.

This Form 10-KSB consists of 41 pages.

Year 2000 Issues

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  application  year.  Programs or products
that have  time-sensitive  software may  recognize a date using "00" as the year
1900 rather than the year 2000. In addition, the year 2000 is a leap year, which
may also lead to  incorrect  calculations,  functions or systems  failure.  As a
result, this year, computer systems and software used by many companies may need
to be upgraded to comply with such Year 2000 requirements.  In 1998, the Company
began a project to determine if any actions were required regarding date-related
effects to: (i) the Company's  software  products;  (ii) the Company's  internal
operating and desktop computer systems and  non-information  technology systems;
and (iii) the  readiness  of the  Company's  third-party  vendors  and  business
partners.

The Company has formed a team consisting of operations,  development, marketing,
and finance  members to determine the impact of Year 2000 and to take corrective
action.  As of February 1999, the Company had completed  testing of its suite of
Burstware(R)  software  products  and has found no known Year 2000  issues.  The
Company has also tested its internal operating and desktop hardware and software
and has found that all its software is Year 2000  compliant  and appears to have
no known Year 2000 issues.  The Company has also confirmed with its  third-party
vendors and business  partners to ensure that their  software and hardware  will
not impact IVT operations. At this time, the Company knows of no known Year 2000
issues or problems with its vendors, or business partners.

The majority of the costs  associated  with this project are not  incremental to
the Company,  but represents a reallocation of existing  resources.  The Company
believes that modifications  deemed necessary will be made on a timely basis and
does not believe that the cost of such modifications will have a material effect
on the Company's  operating results. To date, the Company's costs related to the
year 2000 issues  have not been  material,  and the Company  does not expect the
aggregate amount spent on the year 2000 issue to be material.  In addition,  the
Company is in the  process of  evaluating  the need for  contingency  plans with
respect to year 2000 requirements. The necessity of any contingency plan must be
evaluated on a case-by-case  basis and may vary considerably in nature depending
on the year 2000 issue it may address.

The Company's  expectations  as to the extent and  timeliness  of  modifications
required in order to achieve year 2000 compliance is a forward-looking statement
subject to risks and  uncertainties.  Actual  results may vary  materially  as a
result of a number of factors, including, among others, those described above in
this  section.  There can be no assurance  that  unexpected  delays or problems,
including  the  failure to ensure  year 2000  compliance  by systems or products
supplied to the Company by third parties, will not have an adverse effect on the
Company, its financial performance and results of operations.  In addition,  the
Company  cannot  predict the effect of the year 2000 issues on its  customers or
other third party business partners or the resulting effect on the Company. As a
result, if such third parties do not take preventative and/or corrective actions
in a timely  manner,  the year 2000


<PAGE>

issue could have an adverse effect on their  operations and  accordingly  have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  Furthermore,  the Company's  current  understanding  of
expected  costs is  subject  to change as the  project  progresses  and does not
include the cost of internal software and hardware replaced in the normal course
of business whose installation otherwise may be accelerated to provide solutions
to year 2000 compliance issues.

Source: OneCLE Business Contracts.