FY2002 10K Exhibit 10.75





Exhibit 10.75

Technology License and Joint Development Agreement

THIS AGREEMENT is entered into this December 10, 2002,
by and between Jeecom, Inc., a Japanese corporation, whose address is 6F Beniya
Bldg. 3-4 Koujimachi, Chiyoda-ku, Tokyo, Japan ("Licensor"), and Digital Video
Systems, Inc., a Delaware corporation which will do business in California as DV
Systems, Inc., whose address is 1731 Technology Drive, Suite 810, San Jose,
California 95110 ("Licensee").

WITNESSETH:

WHEREAS, Licensor is engaged in the business of designing
and developing computer-related software systems and related products and has,
over the years, acquired and developed substantial and valuable technical
knowledge, know-how, and experience in the design and development of such
systems and products; and

WHEREAS, Licensee desires to engage in the business of
designing, developing, and selling new products and utilize Licensor's
technology in the design, development, and sale of such products; and

WHEREAS, Licensor and Licensee intend to jointly develop a
product tentatively called Personal Interactive Kiosk (hereinafter referred to
as "PIK" or "Product" or "Products"), an integrated hardware/software
combination product, which will consist primarily of the following
components:

A.The Licensed Technology (as defined in Schedule A to
this Agreement), whether now known or hereinafter developed by Licensor, is the
computer software that enables interactivity between the server and the mobile
device;

B.The MPEG AV technology ("MPEG Technology"), whether now
known or hereinafter developed by Licensee, is the computer software that
enables the coding and decoding of audio visual content;

C.The hardware device, which will be designed and/or
sourced by Licensee and will contain a telephone, PDA, keypad, and other
functions as deemed necessary; and





WHEREAS Licensor and Licensee believe it is in their mutual
interest and desire to enter into an agreement whereby Licensee would use
Licensed Technology in the manufacture and sale of the Product pursuant to the
terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants of this Agreement, the parties hereto agree as follows:





	LICENSE



	Licensor hereby grants to Licensee and its
sublicensees an exclusive, nonassignable, right and license to use Licensed
Technology in order to manufacture, process, prepare, and sell the Product in
the Licensed Territory (as defined in Schedule A) for the Licensed Term (as
defined in Schedule A) but subject to the reservation and license-back in
Paragraph 2 below.  Licensee may grant sublicenses to third parties under the
Agreement with the approval of Licensor, which approval shall not be
unreasonably withheld.


	The rights and license being conveyed to Licensee include
the right to export Product or to otherwise use the Licensed Technology in any
country within the Licensed Territory.


	Licensor hereby grants to Licensee and its sublicensees,
for the term of this Agreement, a non-exclusive license to market and sell
Licensor's existing products, including but not limited to MBI, Fusion, I-Grab,
and Stargate, on preferential terms if Licensee so desires.  Licensor and
Licensee will agree upon the specific terms of this non-exclusive license under
a separate agreement.


	RESERVATION AND LICENSE-BACK



	The license granted in Paragraph 1 of this Agreement
is subject to a reserved nonexclusive, nonassignable license or right to sell
Licensed Technology in Licensor, more specifically Licensor reserves the right
to sell the software developed for Product as a standalone software product
however Licensor shall agree to not sell Licensed Technology as a standalone
software product until the earlier of January 31, 2004 or the termination of
this Agreement.


	In addition, Licensor shall acquire a nonexclusive,
nonassignable license from Licensee to the MPEG Technology, which Licensor may
sell in conjunction with Licensed Technology in its current or future software
products.  Licensor shall pay Licensee forty percent (40%) of the income or
compensation received by Licensor that is attributable to the combined value of
Licensed Technology and MPEG Technology.  Licensor shall agree to not sell the
MPEG Technology until the earlier of January 31, 2004 or the termination of this
Agreement.


	TERM

This Agreement shall be effective as of the date of
execution by both parties and shall extend for the period set forth in Schedule
A under the Licensed Term.


	COMPENSATION



	In consideration for the licenses granted hereunder,
Licensee agrees to pay to Licensor the Royalty recited in Schedule A.


	Should Licensee grant any sublicenses, Licensee shall pay
Licensor forty percent (40%) of the total income or compensation received by
such sublicensees.


	The Royalty owed Licensor shall be calculated on a semi-
annual calendar basis ("Royalty Period") and shall be payable no later than
twenty (20) days after the termination of the preceding full semi-annual period,
i.e., commencing on the first (1st) day of January, except that the first and
last semi-annual calendar periods may be "short," depending on the effective
date of this Agreement.


	For each Royalty Period, Licensee shall provide Licensor
with a written royalty statement in a form acceptable to Licensor.  Such royalty
statement shall be certified as accurate by a duly authorized officer of
Licensee reciting, on a country-by-country basis, the stock number, item, units
sold, description, quantity shipped, gross invoice, amount billed customers less
discounts, allowances, returns, and reportable sales for Product.  Such
statements shall be furnished to Licensor regardless of whether any Products
were sold during the Royalty Period or whether any actual Royalty was
owed.


	Licensee agrees to pay to Licensor a Development Fee in
the amount recited in Schedule A.


	A Royalty obligation shall accrue upon the sale of
Product and the time of collection by Licensee.  A Product shall be considered
"sold" when such Product is actually paid for.


	The receipt or acceptance by Licensor of any royalty
statement or payment shall not prevent Licensor from subsequently challenging
the validity or accuracy of such statement or payment.


	Licensee's obligations for the payment of Royalties shall
survive expiration or termination of this Agreement and will continue for as
long as Licensee continues to sell the Product.


	All payments due Licensor shall be made in U.S. currency
by bank wire transfer, unless otherwise specified by Licensor.


	RECORD INSPECTION AND AUDIT



	Licensor shall have the right, upon reasonable
notice, to inspect Licensee's books and records and all other documents and
material in Licensee's possession or control with respect to the subject matter
of this Agreement.  Licensor shall have free and full access thereto for such
purposes and may make copies thereof.


	In the event that such inspection reveals an underpayment
by Licensee of the actual Royalty owed Licensor, Licensee shall pay the
difference, plus interest calculated at the rate of one-half of one percent (1/2
of 1% - .5%) per month.


	All books and records relative to Licensee's obligations
hereunder shall be maintained and made accessible to Licensor for inspection at
a location in the United States for at least two (2) years after termination of
this Agreement.


	LICENSOR'S OBLIGATIONS



	Beginning upon the effective date of this Agreement,
Licensor shall meet with and provide Licensee with such technology relating to
the installation and operation of software, hardware, equipment, materials,
object codes, specifications, designs, manufacturing and processing procedures,
methods, layout, and the like that Licensor believes Licensee may require in
order to manufacture and sell the Product in the Licensed Territory.


	Licensor shall also provide Licensee, at its place of
manufacture, such technical and other qualified experts for developing the
Product and for assisting Licensee on any problems or matters that require on-
the-spot assistance.  In such event, Licensee shall pay all travel and out-of-
pocket expenses incurred by any such Licensor personnel, it being understood
that the salaries of the experts shall be the responsibility of
Licensor.


	At the request of Licensee, Licensor shall train at least
three (3) employees of Licensee at Licensor's facility.  Expenses and salaries
of Licensee personnel sent to Licensor by Licensee for training shall be borne
by Licensee.


	Licensor represents and warrants that it has the right
and power to grant the licenses granted herein and that there are no other
agreements with any other party in conflict with such grant.


	Licensor further represents and warrants that it has no
actual knowledge that the Licensed Technology infringes any valid rights of any
third party.


	CONFIDENTIALITY



	Licensee recognizes that Licensed Technology is the
proprietary and confidential property of Licensor.  Accordingly, Licensee shall
not, without the prior express written consent of Licensor, during the term of
this Agreement and for two (2) years thereafter, disclose or reveal to any third
party or utilize for its own benefit other than pursuant to this Agreement, any
such Licensed Technology provided by Licensor concerning Product, provided that
such information was not previously known to Licensee or to the general public.
Licensee further agrees to take all reasonable precautions to preserve the
confidentiality of Licensed Technology and shall assume responsibility that its
employees, and sublicensees will similarly preserve this information against
third parties.  The provisions of this clause shall survive termination of this
Agreement.


	Licensee shall not cause or permit reverse engineering of
any proprietary and confidential information or recompilation or disassembly of
any software programs which are part of Licensed Technology.


	Licensee shall assure that the same standard of care, but
no less than a reasonable degree of care, that Licensee uses to protect its own
confidential information shall be assumed by any and all sublicensees of
Licensee for the Licensed Technology.


	Licensee agrees that any breach of this confidentiality
will cause Licensor substantial and irreparable damages, and therefore, in the
event of any such breach, in addition to other remedies which may be available,
Licensor shall have the right to seek specific performance and other injunctive
and equitable relief.


	IMPROVEMENTS

During the term of this Agreement, each party shall
advise the other party of any technical improvements and inventions relating to
Licensed Technology and the Product.  All such improvements shall become the
property of the Licensor, and Licensee agrees to execute any and all documents
requested by Licensor in order to perfect Licensor's right in same.  All new
technologies developed by the parties under this Agreement shall become the
property of the developing party, and if necessary the other party agrees to
execute any and all documents requested by the developing party in order to
perfect the developing party's right in same.  If any such new technology is
developed as a result of a joint effort of the parties or a joint development of
their individual technologies, then any such new jointly developed technology
shall become co-owned by the parties, and each party agrees to execute any and
all documents requested by the other party in order to perfect their joint
ownership rights.


	LICENSEE'S OBLIGATIONS



	Licensee represents that it has the financial
resources and business operations that will enable it to develop, manufacture,
distribute, sell, and otherwise reasonably commercialize the Product throughout
the Licensed Territory, and that it shall, during the term of this Agreement and
any renewal thereof, use its best efforts to promote the distribution and sale
of Product in the Licensed Territory.  Licensee further agrees that it will, in
good faith and with reasonable diligence, conduct all operations including
development, manufacturing, marketing, distribution, and sale of Product in
accordance with the highest standards of business customs of the industry and
that it will endeavor to sell Product throughout the Licensed Territory,
utilizing its skill and resources in such effort to the extent that high
standards of business practice and judgment dictate.


	Licensee shall fully comply with the marking provisions
of the intellectual property laws of the applicable countries in the Licensed
Territory.


	Licensee represents and warrants that it has the right
and power to enter this Agreement and that there are no other agreements with
any other party in conflict with this Agreement.


	PERMITS



	In the event that Licensed Technology is to be used
in foreign countries by Licensee or its sublicensees, this Agreement is subject
to the obtaining of all necessary permits required by the laws of that
particular country.  Licensee shall take all steps necessary for obtaining from
the appropriate governmental authority all approvals and permits necessary to
carry out the terms of this Agreement.


	Licensor shall cooperate with Licensee relative to
supplying any information and material necessary for the approvals and consents
of the appropriate governmental authority.


	TERMINATION

The following termination rights are in addition to the
termination rights, which may be provided elsewhere in the Agreement:



	Immediate Right of Termination.  Licensor shall
have the right to immediately terminate this Agreement by giving written notice
to Licensee in the event that Licensee does any of the following:



	Files a petition in bankruptcy or is adjudicated a
bankrupt or insolvent, or makes an assignment for the benefit of creditors or an
arrangement pursuant to any bankruptcy law, or if Licensee discontinues or
dissolves its business or if a receiver is appointed for Licensee or for
Licensee's business and such receiver is not discharged within sixty (60)
days;


	Fails to commence the sale of Product within twelve (12)
months from the effective date of this Agreement; or


	Upon the commencement of sale of Product, fails to sell a
single unit of Product during any two (2) consecutive Royalty
Periods.


	Right to Terminate Upon Notice.  Either party may
terminate this Agreement on ninety (90) days' written notice to the other party
in the event of a breach of any provision of this Agreement by the other party,
provided that, during the 90-day period, the breaching party fails to cure such
breach.


	Licensee Right to Terminate.  Licensee shall have
the right to terminate this Agreement at any time upon six (6) months' written
notice to Licensor for any reason.


	POST TERMINATION RIGHTS



	Upon the expiration or termination of this Agreement,
all rights granted to Licensee under this Agreement shall forthwith terminate
and immediately revert to Licensor and Licensee shall discontinue all use of
Licensed Technology and the like.


	Upon the expiration or termination of this Agreement,
Licensor may require that Licensee transmit to Licensor, at no cost, all
material relating to Licensed Technology, provided, however, that Licensee shall
be permitted to retain a full copy of all material subject to the
confidentiality provisions of this Agreement.


	INDEMNITY



	Licensee agrees to defend, indemnify, and hold
Licensor, and its officers, directors, agents, and employees, harmless against
all costs, expenses, and losses (including reasonable attorney fees and costs)
incurred through claims of third parties against Licensor based on the
manufacture or sale of the Product including, but not limited to, actions
founded on product liability.


	Licensor agrees to defend, indemnify, and hold Licensee,
and its officers, directors, agents, and employees, harmless against all costs,
expenses and losses (including reasonable attorney fees and costs) incurred
through claims of third parties against Licensee based on a breach by Licensor
of any representation or warranty made in this Agreement.


	INSURANCE

Licensee shall, throughout the term of the Agreement,
obtain and maintain at its own cost and expense from a qualified insurance
company licensed to do business in California and having a Moody's Rating of B+
or better standard Product Liability Insurance (as defined in Schedule A) naming
Licensor, and its officers, directors, employees, agents, and shareholders, as
an additional insured.  Such policy shall provide protection against all claims,
demands, and causes of action arising out of any defects or failure to perform,
alleged or otherwise, of the Product or any material used in connection
therewith or any use thereof.  The amount of coverage shall be as specified in
Schedule A attached hereto.  The policy shall provide for thirty (30) days'
notice to Licensor from the insurer by registered or certified mail, return
receipt requested, in the event of any modification, cancellation, or
termination thereof.  Licensee agrees to furnish Licensor a certificate of
insurance evidencing same within sixty (60) days after execution of this
Agreement, if practical, and, in no event, shall Licensee manufacture,
distribute, or sell Product prior to receipt by Licensor of such evidence of
insurance.


	NOTICES



	Any notice required to be given pursuant to this
Agreement shall be in writing and mailed by certified or registered mail, return
receipt requested, or delivered by an international overnight express
service.


	Either party may change the address to which notice or
payment is to be sent by written notice to the other party pursuant to the
provisions of this paragraph.


	JURISDICTION AND DISPUTES



	This Agreement shall be governed by the laws of
California.


	All disputes hereunder shall be resolved in the
applicable state or federal courts of California.  The parties consent to the
jurisdiction of such courts and waive any jurisdictional or venue defenses
otherwise available.


	AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding on and shall inure to the
benefit of the parties hereto, and their heirs, administrators, successors, and
assigns.


	WAIVER

No waiver by either party of any default shall be deemed
as a waiver of any prior or subsequent default of the same or other provisions
of this Agreement.


	SEVERABILITY

If any provision hereof is held invalid or unenforceable
by a court of competent jurisdiction, such invalidity shall not affect the
validity or operation of any other provision and such invalid provision shall be
deemed to be severed from the Agreement.


	ASSIGNABILITY

The license granted hereunder is personal to Licensee and
may not be assigned by any act of Licensee or by operation of law unless in
connection with a transfer of substantially all the assets of Licensee or with
the consent of Licensor.


	INTEGRATION

This Agreement constitutes the entire understanding of
the parties, and revokes and supersedes all prior agreements between the parties
and is intended as a final expression of their Agreement.  It shall not be
modified or amended except in writing signed by the parties hereto and
specifically referring to this Agreement.  This Agreement shall take precedence
over any other documents that may be in conflict therewith.

 

IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have each caused to be affixed hereto its or his/her hand
and seal the day indicated.



	
Jeecom, Inc. ("Licensor")
	
Digital Video Systems, Inc., doing business in California as DV
Systems, Inc. ("Licensee")

	
By:   /s/ Hiroshi
Okamoto
	
By:  /s/ Douglas T.
Watson

	
Title: COO
	
Title: CEO

	
Date: 12/10/02
	
Date: 12/5/02




















SCHEDULE A

TO

                  LICENSE AND

                  JOINT DEVELOPMENT AGREEMENT

                  between

                  Jeecom, Inc. ("Licensor") and

                  Digital Video Systems, Inc.

                  doing business in California as

                  DV Systems, Inc., ("Licensee")

                  dated December 10, 2002

1.Licensed Technology
Computer software which includes software that Licensor
will develop specifically for the Personal Interactive Kiosk ("PIK"), whether
now known or hereinafter developed, and software which Licensor has previously
developed and is in its possession, which includes the use of workflows to
create agents on the server and SMS and email capabilities for interactivity
between the server and the mobile device.  The existing software is described in
the patent application filed by Licensor - Patent Title "A process integration
platform and method".  Original File Date of August 2, 2001 in the Irish Patent
Office, Application No. 2001/0737; Revised and Filed: August 2, 2002 in the
Irish Patent Office with priority claimed from the original filing, Application
No. IE02/00116.



2.Licensed Territory
The Licensed Territory shall be worldwide.



3.Licensed Term
The term of this license shall be the number of years
remaining on the copyright of the computer software which Licensor developed for
Product, from the effective date thereof, and thereafter, shall be renewable
based upon the life of the patent, once patented, of the jointly developed
technology contemplated by the parties in this Agreement.



4.Development Fee
Licensee shall pay to Licensor a development fee of
$250,000.00, to be paid as follows:

a.Licensee shall make an initial payment of $125,000.00
due and payable upon execution of this Agreement by both parties.

b.Licensee shall make a monthly payment of $10,000.00
commencing December 31, 2002, and continuing on January 31, 2003, February 28,
2003, March 31, 2003, and ending April 30, 2003.

c.Licensee shall pay the balance owing of $75,000.00 at
the end of April 2003.






5.Royalty
Licensee shall pay Licensor royalties, once the Product
is developed and available for sale at $10 per unit of the Product sold.
However, once Licensee sells certain threshold volumes of the Product, the
royalty per unit will be reduced as follows:
$6 per unit for every unit including and above 100,001 units
up to 500,000 units

$4 per unit for every unit including and above 500,001 units
up to 1,000,000 units

$2 per unit for every unit including and above 1,000,001
units.





6.Product Liability Insurance
One Million Dollars ($1,000,000.00) combined single
limit, with a deductible amount not to exceed Ten Thousand Dollars ($10,000.00),
for each single occurrence for bodily injury and for property damage.