INTERACTIVE PICTURES CORP, S-8, 1999-09-17

INTERACTIVE PICTURES CORP
S-8, 1999-09-17
PREPACKAGED SOFTWARE

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<PAGE> 1
As filed with the Securities and Exchange Commission on September 17, 1999

Registration No. 333-______________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

----------

INTERACTIVE PICTURES CORPORATION
(Exact name of registrant as specified in its charter)

TENNESSEE 62-1275544
(State of Incorporation) (I.R.S. Employer Identification No.)

1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(Address of principal executive offices)

1997 EQUITY COMPENSATION PLAN
STOCK OPTION AGREEMENTS
(Full Title of the Plans)

JAMES M. PHILLIPS
Chairman and Chief Executive Officer
Interactive Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
(423) 482-3000
(Name, address and telephone number of agent for service)

(with copies to:)
MATTHEW S. HEITER
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 2000 First Tennessee Building
Memphis, Tennessee 38103

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,998,559 shares(1) $22.03 (2) $44,028,254 (2) $12,239.85 (1)(2)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 1,074,020 shares(3) $ 3.268 (4) $ 3,510,195 (4) $ 975.83 (3)(4)
===========================================================================================================================
</TABLE>

(1) This figure represents the number of shares of Common Stock authorized
and registered hereby under the 1997 Equity Compensation Plan (the
"Plan").

(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
and are based upon the average high and low sales prices of the
Registrant's Common Stock as reported on the National Market of the
Nasdaq Stock Market on September 16, 1999.

(3) This figure represents the aggregate number of shares of Common Stock
registered hereby for purchase by certain employees under the Executive
Employment Agreement entered into by and between the Registrant and
James M. Phillips (the "Executive Employment Agreement") and the Stock
Option Agreements entered into by and between the Registrant and John
M. Murphy, Christopher M. King, Michael J. Sher, Michael J. Tourville,
Edmond B. Lewis, H. Craig Grantham, Laban P. Jackson, III and Douglas
E. Snyder (the "Stock Option Agreements").

(4) Such amount has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933, as amended, and is based upon the Option
Price of the Common Stock stated in the Executive Employment Agreement
and the Stock Option Agreements.

Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
Form S-8 shall be effective upon filing with the Commission.

<PAGE> 2

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

1. The Registrant's most recent prospectus filed with the Commission
pursuant to Rule 424(b) on August 5, 1999, that includes the
Registrant's audited financial statements for the year ended December
31, 1998, and unaudited financial statements for the period ended March
31, 1999.

2. All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Act of 1934 (the "1934 Act") since the end of the
fiscal year ended December 31, 1998.

3. The description of the Registrant's Common Stock set forth under the
caption "Description of Capital Stock" on page 51 of the Registrant's
prospectus filed with the Commission pursuant to Rule 424(b) on August
5, 1999.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

No response is required to this item.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

No response is required to this item.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is incorporated under the laws of the State of
Tennessee. The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any director or officer against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) the director or officer reasonably believed, in the case of conduct in his
or her official capacity with the corporation, that such conduct was in the
corporation's best interests, and, in all other cases, that his or her conduct
was not opposed to the best interests of the corporation, and (iii) the director
or officer in connection with any criminal proceeding had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation, however, the TBCA provides that no indemnification may
be made if the director or officer is adjudged to be liable to the corporation.
Similarly, the TBCA prohibits indemnification in connection with any proceeding
charging improper personal benefit to a director or officer, if such director or
officer is adjudged liable on the basis that a personal benefit was improperly
received. In cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding instigated because of his
or her status as a director or officer of a corporation, the TBCA mandates that
the corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides
that a court of competent jurisdiction, upon application, may order that a
director or officer be indemnified for reasonable expense if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, whether or not the standard
of conduct set forth above was met.

The Amended and Restated Charter and Amended and Restated Bylaws of the
Registrant provides that the Registrant will indemnify from liability, and
advance expenses to, any present or former director or officer to the fullest
extent allowed by TBCA, as amended from time to time, or any subsequent law,
rule, or regulation adopted in lieu thereof.

- 2 -

<PAGE> 3

Additionally, the Registrant's Amended and Restated Charter provides
that no director will be personally liable to it or any of its shareholders for
monetary damages for breach of any fiduciary duty except for liability arising
from (i) any breach of a director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) any unlawful
distributions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

No response is required to this item.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------

<S> <C>
4.1 1997 Equity Compensation Plan(1)(3)
4.2 Executive Employment Agreement - James M. Phillips(2)(3)
4.3 Stock Option Agreement - John M. Murphy(3)
4.4 Stock Option Agreement - Christopher M. King(3)
4.5 Stock Option Agreement - Michael J. Sher(3)
4.6 Stock Option Agreement - Michael J. Tourville(3)
4.7 Stock Option Agreement - Edmond B. Lewis(3)
4.8 Stock Option Agreement - H. Craig Grantham(3)
4.9 Stock Option Agreement - Laban P. Jackson, III(3)
4.10 Stock Option Agreement - Douglas E. Snyder(3)
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
23.1 Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (Included on signature page)
</TABLE>

- ---------

(1) Incorporated by reference as Exhibit 10.8 to the Registrant's Form S-1
Registration Statement No. 33-78983 as filed with the Commission on May
21, 1999 (the "Form S-1").

(2) Incorporated by reference as Exhibit 10.1 to the Registrant's Form S-1.

(3) All references to shares of common stock presented in these documents
do not reflect a 0.34009-for-1 reverse stock split effected on August
4, 1999.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

- 3 -

<PAGE> 4

(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

- 4 -

<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oak Ridge, State of Tennessee, on the 17th day of
September, 1999.

INTERACTIVE PICTURES CORPORATION

By: /s/ James M. Phillips
---------------------------------
James M. Phillips, Chairman and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Phillips, Jeffrey D. Peters and
John J. Kalec his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----

<S> <C> <C>
/s/ James M. Phillips Chairman and Chief Executive Officer September 17, 1999
- -------------------------------
James M. Phillips

/s/ Jeffrey D. Peters President and Chief Operating Officer September 17, 1999
- -------------------------------
Jeffrey D. Peters

/s/ John J. Kalec Vice President and Chief Financial Officer September 17, 1999
- ------------------------------- (Principal Accounting Officer)
John J. Kalec

/s/ John S. Hendricks Director September 17, 1999
- -------------------------------
John S. Hendricks

/s/ Doug Holmes Director September 17, 1999
- -------------------------------
Doug Holmes

/s/ Laban P. Jackson, Jr. Director September 17, 1999
- -------------------------------
Laban P. Jackson, Jr.

/s/ Randall Battat Director September 17, 1999
- -------------------------------
Randall Battat

/s/ Stephen S. Charles Director September 17, 1999
- -------------------------------
Stephen S. Charles
</TABLE>

- 5 -

<PAGE> 1
EXHIBIT 4.3

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 1st day of July, 1997, by and between
INTERACTIVE PICTURES CORP. (IPIX), a Tennessee corporation (the "Employer") and
JOHN M. MURPHY, an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

WHEREAS, the Employee is a valuable employee of the Employer, has
performed valuable services in the past, and the Employer and Employee have
agreed to the terms contained herein in the past and consider it desirable and
in their best interests to document that the Employee has been given options to
purchase stock in the Employer.

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

1. GRANT OF OPTION. The Employee has been granted an option to purchase a
certain number of shares according to a vesting and expiration schedule
as set forth on the attached EXHIBIT A which is incorporated herein by
reference.

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

a. Each option may be exercised according to the schedule set
forth in the attached EXHIBIT A. The Employee may exercise all
or a part of the option exercisable; however, if the Employee
chooses to exercise a part of the exercisable option, the
Employee must exercise at least ten percent (10%) of the
option exercisable at that time ("Minimum 10% Rule"). If the
Employee meets the Minimum 10% Rule, the Employee may exercise
the exercisable option in installments so long as the Employer
agrees to such installments.

b. Options may be exercised in whole pursuant to the vesting
schedule attached hereto as EXHIBIT A, or in part, provided
that the Minimum 10% Rule is met, but in any event, options
may be exercised with respect to whole shares only, within the
permitted time for the exercise thereof, and shall be
exercised by written notice of intent to exercise the option
with respect to a specified number of shares delivered to the
Employer at its principal office along with payment in full in
the form of a certified check to the Employer at said office
of the amount of the option price for the number of shares of
stock with respect to which the option is then being
exercised.

Exhibit 4.3-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

4. ADJUSTMENTS. The number of shares subject to each option shall be
proportionately adjusted and any change in the stock structure of the
Employer because of share dividends, recapitalizations,
reorganizations, mergers or other restructuring.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

6. NON-STATUTORY STOCK OPTION. The grant of these options will be deemed
non-statutory stock options and the Employee will be responsible for
taxes in accordance with the Internal Revenue Code. The Employer will
have no responsibility for advising the Employee as to the taxability,
tax consequences, or tax effects of the stock options granted under
this Agreement.

7. OPTION PERIOD. Upon vesting as set forth in the attached EXHIBIT A
which is incorporated hereby by reference, Employee has the time set
forth on EXHIBIT A from the date of vesting in which to exercise the
applicable options. If the Employee does not exercise such option
within such period, the option expires.

8. CONDITION OF EXERCISE OF OPTION. In order to enable the Employer to
comply with the Securities Act of 1933, as amended (the "Securities
Act"), the Employer may require the Employee, his legal representative,
heir, legatee or distributee, as a condition of the exercising of any
option granted hereunder, to give written assurance satisfactory to the
Employer that the stock subject to the option is being acquired for
investment purposes only, with no view to the distribution of the same,
and that any subsequent resale of any such shares either shall be made
pursuant to a registration statement under the Securities Act which has
become effective and is current with regard to the shares being sold,
or shall be pursuant to an exemption from registration under the
Security Act and any applicable states securities laws.

9. APPLICABLE LAW. This Stock Option Agreement has been executed by the
parties in Tennessee and shall be governed by and construed in
accordance with the laws of the State of Tennessee without regard to
the conflicts of laws thereof.

10. RIGHTS PRIOR TO EXERCISE OF OPTION. Employee shall not have rights as a
stockholder with respect to the option shares until payment of the
option price and delivery to him of the certificate(s) representing
such shares.

11. VESTING. Employee must be employed by Employer or serve as a director
or officer of Employer in order for the option to vest as called for by
this Agreement, and if not

Exhibit 4.3-2

<PAGE> 3

employed at such time, the option shall expire. Options shall be fully
vested upon an initial public offering, the sale of the company or
change in control.

12. MISCELLANEOUS. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective representatives,
executors, administrators, heirs, successors and permitted assigns. If
any provision of this Agreement is found to be invalid, illegal, or
unenforceable in any respect, either arising out of law or equity, such
provision will be enforced to the maximum extent possible and the
remaining provisions of this Agreement will remain unaffected. This
Agreement, including the exhibit attached hereto which is incorporated
by reference constitutes the full agreement between the parties hereto
pertaining to the subject matter and supersedes in its entirety all
prior and contemporaneous agreements, understandings, negotiations, and
discussions of the parties, whether oral or written, with respect to
the subject matter. No supplement, modification or amendment to this
Agreement will be binding unless executed in writing by the party or
parties against whom enforcement is sought. This Agreement may be
executed in counterparts. Each party shall be responsible for its own
expenses and fees incurred in connection with the negotiations,
execution and performance of this Agreement, including attorneys' fees.

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

INTERACTIVE PICTURES CORP., INC.

By: /s/ James M. Phillips
--------------------------------------
Title: Chairman, President & CEO

EMPLOYEE:

/s/ John M. Murphy
------------------------------------------
John M. Murphy

Exhibit 4.3-3

<PAGE> 4

EXHIBIT A
TO JOHN M. MURPHY'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7/1/97 175,000 $2.20 58,333 shares vest on 7/1/98 6/30/03
- -----------------------------------------------------------------------------------------------------------
58,333 shares vest on 7/1/99 6/30/04
- -----------------------------------------------------------------------------------------------------------
58,334 shares vest on 6/30/00 6/30/05
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.3-4

<PAGE> 1

EXHIBIT 4.4

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 30th day of June, 1997, by and between
INTERACTIVE PICTURES CORP. (IPIX), a Tennessee corporation (the "Employer") and
CHRISTOPHER M. KING, an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.4-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

Exhibit 4.4-2

<PAGE> 3

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

INTERACTIVE PICTURES CORP., INC.

By: /s/ James M. Phillips
--------------------------------------
Title: Chairman

EMPLOYEE:

/s/ Christopher M. King
------------------------------------------
Christopher M. King

Exhibit 4.4-3

<PAGE> 4

EXHIBIT A
TO CHRISTOPHER M. KING'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
06/30/97 15,000 $2.20 5,000 shares vest on 6/30/98 6/30/03
- -----------------------------------------------------------------------------------------------------------
5,000 shares vest on 6/30/99 6/30/04
- -----------------------------------------------------------------------------------------------------------
5,000 shares vest on 6/30/00 6/30/05
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.4-4

<PAGE> 1

EXHIBIT 4.5

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 12th day of May, 1997, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and MICHAEL J. SHER, an
individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.5-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

11. VESTING. Employee must be employed by Employer or serve as a director
or officer of Employer in order for the option to vest as called for by
this Agreement, and if not

Exhibit 4.5-2

<PAGE> 3

employed at such time, the option shall expire. Options shall be fully
vested upon an initial public offering, the sale of the company or
change in control.

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ James M. Phillips
--------------------------------------
Title: President/CEO

EMPLOYEE:

/s/ Michael J. Sher
------------------------------------------
Michael J. Sher

Exhibit 4.5-3

<PAGE> 4

EXHIBIT A
TO MICHAEL J. SHER'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
05/12/97 35,000 $2.20 11,666 shares vest on 5/12/98 05/12/03
- -----------------------------------------------------------------------------------------------------------
11,667 shares vest on 5/12/99 05/12/04
- -----------------------------------------------------------------------------------------------------------
11,667 shares vest on 5/12/00 05/12/05
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.5-4

<PAGE> 1

EXHIBIT 4.6

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 20th day of December, 1996, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and MICHAEL J.
TOURVILLE, an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.6-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

7. OPTION PERIOD. Upon vesting as set forth in the attached EXHIBIT A
which is incorporated hereby by reference, Employee has five (5) years
from the date of vesting in which to exercise the applicable options.
If the Employee does not exercise such option within such five (5) year
period, the option expires.

Exhibit 4.6-2

<PAGE> 3

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ Daniel P. Kuban
--------------------------------------
Title: Vice President/Secretary

EMPLOYEE:

/s/ Michael J. Tourville
------------------------------------------
Michael J. Tourville

Exhibit 4.6-3

<PAGE> 4

OMNIVIEW, INC. CONFIDENTIAL

EXHIBIT A
TO MICHAEL J. TOURVILLE'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3/15/94 120,000 $0.01 9/15/94 3/15/99
- -----------------------------------------------------------------------------------------------------------
3/15/94 240,000 $0.01 9/15/95 3/14/00
- -----------------------------------------------------------------------------------------------------------
3/15/94 240,000 $0.01 9/15/96 3/12/01
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.6-4

<PAGE> 1

EXHIBIT 4.7

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 26th day of March, 1997, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and EDMOND LEWIS, an
individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.7-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

11. VESTING. Employee must be employed by Employer or serve as a director
or officer of Employer in order for the option to vest as called for by
this Agreement, and if not employed at such time, the option shall
expire. In the event Company shall successfully

Exhibit 4.7-2

<PAGE> 3

complete an initial public offering or make a sale of substantially all
of its assets while Employee is employed by Company, then the unvested
portion of these options shall vest simultaneous with the completion of
such sale or initial public offering.

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ Daniel P. Kuban
--------------------------------------
Title: Executive Vice President/Chief
Operating Officer, Secretary

EMPLOYEE:

/s/ Edmond Lewis
------------------------------------------
Edmond Lewis

Exhibit 4.7-3

<PAGE> 4

OMNIVIEW, INC. CONFIDENTIAL

EXHIBIT A
TO EDMOND B. LEWIS' STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4/1/97 35,000 $2.20 11,666 shares vest on 4/1/98 4/1/03
- -----------------------------------------------------------------------------------------------------------
11,666 shares vest on 4/1/99 4/1/04
- -----------------------------------------------------------------------------------------------------------
11,668 shares vest on 4/1/00 4/1/05
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.7-4

<PAGE> 1

EXHIBIT 4.8

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 20th day of December, 1996, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and H. CRAIG GRANTHAM,
an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.8-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

Exhibit 4.8-2

<PAGE> 3

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ Daniel P. Kuban
--------------------------------------
Title: Vice President/Secretary

EMPLOYEE:

/s/ H. Craig Grantham
------------------------------------------
H. Craig Grantham

Exhibit 4.8-3

<PAGE> 4

OMNIVIEW, INC. CONFIDENTIAL

EXHIBIT A
TO H. CRAIG GRANTHAM'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1/4/94 60,000 $0.01 9/15/94 3/15/99
- -----------------------------------------------------------------------------------------------------------
1/4/94 60,000 $0.01 9/15/95 3/14/00
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.8-4

<PAGE> 1

EXHIBIT 4.9

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 20th day of December, 1996, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and L. PHELPS JACKSON,
III, an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.9-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

Exhibit 4.9-2

<PAGE> 3

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ Daniel P. Kuban
--------------------------------------
Title: Vice President/Chief Operating
Officer

EMPLOYEE:

/s/ L. Phelps Jackson, III
------------------------------------------
L. Phelps Jackson, III

Exhibit 4.9-3

<PAGE> 4

OMNIVIEW, INC. CONFIDENTIAL

EXHIBIT A
TO L. PHELPS JACKSON, III'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3/12/96 56,000 $1.25 28,000 shares vest on 3/12/96 3/12/01
- -----------------------------------------------------------------------------------------------------------
28,000 shares vest on 3/12/97 3/12/02
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.9-4

<PAGE> 1

EXHIBIT 4.10

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 30th day of April, 1997, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and DOUGLAS E. SNYDER,
an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

Exhibit 4.10-1

<PAGE> 2

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

Exhibit 4.10-2

<PAGE> 3

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ James M. Phillips
--------------------------------------
Title: President/CEO

EMPLOYEE:

/s/ Douglas E. Snyder
------------------------------------------
Douglas E. Snyder

Exhibit 4.10-3

<PAGE> 4

EXHIBIT A
TO DOUGLAS E. SNYDER'S STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4/30/97 12,000 $2.20 4,000 shares vest on 4/30/98 4/30/03
- -----------------------------------------------------------------------------------------------------------
4,000 shares vest on 4/30/99 4/30/04
- -----------------------------------------------------------------------------------------------------------
4,000 shares vest on 4/30/00 4/30/05
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 4.10-4

<PAGE> 1

EXHIBIT 5

September 17, 1999

Interactive Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830

RE: 1997 Equity Compensation Plan
Stock Option Agreements

Gentlemen:

We have acted as securities counsel for Interactive Pictures
Corporation, a Tennessee corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement"),
pursuant to the Securities Act of 1933, as amended, relating to the Company's
1997 Equity Compensation Plan (the "Plan"), the Executive Employment Agreement
between the Company and James M. Phillips and the Stock Option Agreements
between the Company and John M. Murphy, Christopher M. King, Michael J. Sher,
Michael J. Tourville, Edmond B. Lewis, H. Craig Grantham, Laban P. Jackson, III
and Douglas E. Snyder (collectively referred to herein as the "Agreements").
This opinion is being furnished in response to Item 601 of Regulation S-K and
the instructions to Form S-8.

We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.

On the basis of the foregoing, we are of the opinion that:

1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee.

2. The Plan and the Agreements have been duly and validly authorized
and adopted, and the shares of Common Stock of the Company (the "Shares") that
may be issued and sold from time to time in accordance with the Plan and the
Agreements have been duly authorized for issuance and will, when issued, sold
and paid for in accordance with the Plan and the Agreements, be validly issued,
fully paid and non-assessable.

The foregoing opinion is limited to the federal laws of the United
States and the corporate laws of the State of Tennessee, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.

In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

Very truly yours,

BAKER, DONELSON, BEARMAN & CALDWELL,
a Professional Corporation

Exhibit 5-1

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Interactive Pictures Corporation dated September 17,
1999, of our report dated January 29, 1999 except as to Notes 5 and 6 for which
the date is April 12, 1999 and as to Note 13 for which the date is July 2, 1999
relating to the consolidated financial statements, which appears in the
Registration Statement on Form S-1 (No. 333-78983).

/s/ PricewaterhouseCoopers LLP
------------------------------------
PricewaterhouseCoopers LLP

Knoxville, Tennessee
September 17, 1999

Exhibit 23.2-1