EXHIBIT 10.1

DIGITAL VIDEO SYSTEMS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "*Agreement*") is effective as of [	], byand between Digital Video Systems, Inc., a Delaware corporation (the "*Company*") and [	](the "*Indemnitee*").

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals,such as Indemnitee, to serve the Company and its related entities;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, theCompany wishes to provide for the indemnification of, and the advancement of expenses to, Indemniteeto the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liabilityinsurance for the Company's directors, officers, employees, agents and fiduciaries, the significantincreases in the cost of such insurance and the general reductions in the coverage of suchinsurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporatelitigation in general, subjecting directors, officers, employees, agents and fiduciaries toexpensive litigation risks at the same time as the availability and coverage of liability insurancehas been severely limited; and

WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shallbe indemnified and advanced expenses by the Company as set forth herein;

NOW, THEREFORE, the Company and the Indemnitee hereby agree as set forth below.

Certain Definitions
- " Change in Control " shall mean an event that shall be deemed to have occurred if, onor after the date of this Agreement, (i) any " person " (as such term is used in Sections 13(d)and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), other thana trustee or other fiduciary holding securities under an employee benefit plan of the company actingin such capacity or a corporation owned directly or indirectly by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company, who becomes the" beneficial owner " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,of securities of the Company representing more than 50% of the total voting power represented by theCompany's then outstanding Voting Securities, (ii) during any period of two consecutive years,individuals who at the beginning of such period constitute the Board of Directors of the Company andany new director whose election by the Board of Directors or nomination for election by theCompany's stockholders was approved by a vote of at least two thirds (2/3) of the directors thenstill in office who either were directors at the beginning of the period or whose election ornomination for election was previously so approved cease for any reason to constitute a majoritythereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Companywith any other corporation other than a merger or consolidation which would result in the VotingSecurities of the Company outstanding or immediately prior thereto continuing to represent (eitherremaining outstanding or by being converted into Voting Securities of the surviving entity) at least80% of the total voting power represented by the Voting Securities of the Company or such survivingentity outstanding immediately after such merger or consolidation, or the stockholders of theCompany approve a plan of complete liquidation of the Company or an agreement for the sale ordisposition by the Company of (in one transaction or a series of related transactions) all orsubstantially all of the Company's assets. 
- " Claim " shall mean, with respect to a Covered Event, any threatened, pending or completedaction, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry orinvestigation that Indemnitee in good faith believes might lead to the institution of any suchaction, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,administrative, investigative or other.
- References to the " Company " shall include, in addition to Recruitsoft, Inc., anyconstituent corporation (including any constituent of a constituent) absorbed in a consolidation ormerger to which Recruitsoft, Inc. (or any of its wholly owned subsidiaries) is a party which, if itsseparate existence had continued, would have had power and authority to indemnify its directors,officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer,employee, agent or fiduciary of such constituent corporation, or is or was serving at the request ofsuch constituent corporation as a director, officer, employee, agent or fiduciary of anothercorporation, partnership, joint venture, employee benefit plan, trust or other enterprise,Indemnitee shall stand in the same position under the provisions of this Agreement with respect tothe resulting or surviving corporation as Indemnitee would have with respect to such constituentcorporation if its separate existence had continued.
- " Covered Event " shall mean any event or occurrence related to the fact that Indemnitee isor was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of theCompany, or is or was serving at the request of the Company as a director, officer, employee, agentor fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or byreason of any action or inaction on the part of Indemnitee while serving in such capacity.
- " Expenses " shall mean any and all expenses (including attorneys' fees and all othercosts, expenses and obligations incurred in connection with investigating, defending, being awitness in or participating in (including on appeal), or preparing to defend, to be a witness in orto participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing,inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if suchsettlement is approved in advance by the Company, which approval shall not be unreasonablywithheld), actually and reasonably incurred, of any Claim and any federal, state, local or foreigntaxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments underthis Agreement.
- " Expense Advance " shall mean a payment to Indemnitee, pursuant to Section 3 hereof, ofExpenses in advance of the settlement of or final judgment in any action, suit, proceeding oralternative dispute resolution mechanism, hearing, inquiry or investigation which constitutes aClaim.
- " Independent Legal Counsel " shall mean an attorney or firm of attorneys, selected inaccordance with the provisions of Section 2(d) hereof, who shall not have otherwise performedservices for the Company or Indemnitee within the last three years (other than with respect tomatters concerning the rights of Indemnitee under this Agreement, or of other indemnitees undersimilar indemnity agreements).
- References to " other enterprises " shall include employee benefit plans; references to" fines " shall include any excise taxes assessed on Indemnitee with respect to an employeebenefit plan; and references to " serving at the request of the Company " shall include anyservice as a director, officer, employee, agent or fiduciary of the Company which imposes duties on,or involves services by, such director, officer, employee, agent or fiduciary with respect to anemployee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faithand in a manner Indemnitee reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner" not opposed to the best interests of the Company " as referred to in this Agreement.
- " Reviewing Party " shall mean, subject to the provisions of Section 2(d) hereof, anyperson or body appointed by the Board of Directors in accordance with applicable law to review theCompany's obligations hereunder and under applicable law, which may include a member or members ofthe Company's Board of Directors or Independent Legal Counsel.
- " Section " refers to a section of this Agreement unless otherwise indicated.
- " Voting Securities " shall mean any securities of the Company that vote generally in theelection of directors.
Indemnification
.
Indemnification of Expenses
. Subject to the provisions of Section 2(b) below, the Companyshall indemnify Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was oris or becomes a party to or witness or other participant in, or is threatened to be made a party toor witness or other participant in, any Claim (whether by reason of or arising in part out of aCovered Event), including all interest, assessments and other charges paid or payable in connectionwith or in respect of such Expenses.
Review of Indemnification Obligations
. Notwithstanding the foregoing, in the event anyReviewing Party shall have determined (in a written opinion, in any case in which Independent LegalCounsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified hereunder underapplicable law, (i) the Company shall have no further obligation under Section 2(a) hereof to makeany payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii)the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse theCompany) for all Expenses theretofore paid in indemnifying Indemnitee; 
provided
,
however
, that if Indemnitee has commenced or thereafter commences legal proceedings in acourt of competent jurisdiction to secure a determination that Indemnitee is entitled to beindemnified hereunder under applicable law in accordance with Section 2(c) hereof, then anydetermination made by any Reviewing Party that, under applicable law, Indemnitee is not entitled tobe indemnified hereunder shall not be binding, and, until a final judicial determination is madewith respect to such legal proceedings (as to which all rights of appeal therefrom have beenexhausted or lapsed), (x) Indemnitee shall not be required to reimburse the Company for any Expensestheretofore paid in indemnifying Indemnitee and (y) Indemnitee shall be entitled to receive interimpayments of Expenses pursuant to Section 2(a) hereof. Indemnitee's obligation to reimburse theCompany for any Expenses shall be unsecured and no interest shall be charged thereon.
Indemnitee Rights on Unfavorable Determination; Binding Effect
. If any Reviewing Partydetermines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or inpart under applicable law, Indemnitee shall have the right to commence litigation seeking an initialdetermination by the court or challenging any such determination by such Reviewing Party or anyaspect thereof, including the legal or factual bases therefor, and, subject to the provisions ofSection 15 hereof, the Company hereby consents to service of process and to appear in any suchproceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive andbinding on the Company and Indemnitee.
Selection of Reviewing Party; Change in Control
. If there has not been a Change inControl, any Reviewing Party shall be selected by the Board of Directors. If there has been such aChange in Control (other than a Change in Control which has been approved by a majority of theCompany's Board of Directors who were directors immediately prior to such Change in Control), anyReviewing Party with respect to all matters thereafter arising concerning the rights of Indemniteeto indemnification of Expenses under this Agreement or any other agreement, or under the Company'sCertificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicablelaw, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee andapproved by the Company (which approval shall not be unreasonably withheld). Such counsel, amongother things, shall render its written opinion to the Company and Indemnitee as to whether and towhat extent Indemnitee would be entitled to be indemnified hereunder under applicable law and theCompany agrees to abide by such opinion. The Company agrees to pay the reasonable fees of theIndependent Legal Counsel referred to above and to indemnify fully such counsel against any and allexpenses (including attorneys' fees), claims, liabilities and damages arising out of or relating tothis Agreement or its engagement pursuant hereto. Notwithstanding any other provision of thisAgreement, the Company shall not be required to pay Expenses of more than one Independent LegalCounsel in connection with all matters concerning a single Indemnitee, and such Independent LegalCounsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) theCompany otherwise determines or (ii) any Indemnitee shall provide a written statement setting forthin detail a reasonable objection to such Independent Legal Counsel representing otherindemnitees.
Mandatory Payment of Expenses
. Notwithstanding any other provision of this Agreementother than Section 10 hereof, to the extent that Indemnitee has been successful on the merits orotherwise, including, without limitation, the dismissal of an action without prejudice, in defenseof any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee inconnection therewith.
Expense Advances
.
Obligation to Make Expense Advances
. Upon receipt of a written undertaking by or onbehalf of the Indemnitee to repay such amounts if it shall ultimately be determined that theIndemnitee is not entitled to be indemnified therefor by the Company, the Company shall make ExpenseAdvances to Indemnitee.
Form of Undertaking
. Any obligation to repay any Expense Advances hereunder pursuant to awritten undertaking by the Indemnitee shall be unsecured and no interest shall be chargedthereon.
Determination of Reasonable Expense Advances
. The parties agree that for the purposes ofany Expense Advance for which Indemnitee has made written demand to the Company in accordance withthis Agreement, all Expenses included in such Expense Advance that are certified by affidavit ofIndemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable.
Procedures for Indemnification and Expense Advances
.
Timing of Payments
. All payments of Expenses (including, without limitation, ExpenseAdvances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the fullestextent permitted by law as soon as practicable after written demand by Indemnitee therefor ispresented to the Company, but in no event later than forty-five (45) business days after suchwritten demand by Indemnitee is presented to the Company, except in the case of Expense Advances,which shall be made no later than twenty (20) days after such written demand by Indemnitee ispresented to the Company. 
Notice/Cooperation by Indemnitee
. Indemnitee shall, as a condition precedent toIndemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances under thisAgreement, give the Company notice in writing as soon as practicable of any Claim made againstIndemnitee for which indemnification will or could be sought under this Agreement. Notice to theCompany shall be directed to the Chief Executive Officer of the Company at the address shown on thesignature page of this Agreement (or such other address as the Company shall designate in writing toIndemnitee). In addition, Indemnitee shall give the Company such information and cooperation as itmay reasonably require and as shall be within Indemnitee's power.
No Presumptions; Burden of Proof
. For purposes of this Agreement, the termination of anyClaim by judgment, order, settlement (whether with or without court approval) or conviction, or upona plea of 
nolo contendere
, or its equivalent, shall not create a presumption that Indemniteedid not meet any particular standard of conduct or have any particular belief or that a court hasdetermined that indemnification is not permitted by this Agreement or applicable law. In addition,it is the parties' intention that if Indemnitee commences legal proceedings to secure a judicialdetermination that Indemnitee should be indemnified under this Agreement or applicable law, thequestion of Indemnitee's right to indemnification shall be for the court to decide, and neither thefailure of any Reviewing Party to have made a determination as to whether Indemnitee has met anyparticular standard of conduct or had any particular belief, nor an actual determination by anyReviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, ,shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met anyparticular standard of conduct or did not have any particular belief. In connection with anydetermination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to beindemnified hereunder, the burden of proof shall be on the Company to establish by clear andconvincing evidence that Indemnitee is not so entitled.
Notice to Insurers
. If, at the time of the receipt by the Company of a notice of a Claimpursuant to Section 4(b) hereof, the Company has liability insurance in effect which may cover suchClaim, the Company shall give prompt notice of the commencement of such Claim to the insurers inaccordance with the procedures set forth in the respective policies. The Company shall thereaftertake all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,all amounts payable as a result of such Claim in accordance with the terms of such policies.
Selection of Counsel
. In the event the Company shall be obligated hereunder to provideindemnification for or make any Expense Advances with respect to the Expenses of any Claim, thecompany, if appropriate, shall be entitled to assume the defense of such Claim with counsel approvedby Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee ofwritten notice of the Company's election to do so. After delivery of such notice, approval of suchcounsel by Indemnitee and the retention of such counsel by the Company, the Company will not beliable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequentlyemployed by or on behalf of Indemnitee with respect to the same Claim; provided that (i) Indemniteeshall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee'sexpense and (ii) if (A) the employment of separate counsel by Indemnitee has been previouslyauthorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be aconflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C)the Company shall not continue to retain such counsel to defend such Claim, then the fees andexpenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receiveindemnification or Expense Advances hereunder.
Additional Indemnification Rights; Nonexclusivity
.
Scope
. The Company hereby agrees to indemnify the Indemnitee to the fullest extentpermitted by law, notwithstanding that such indemnification is not specifically authorized by theother provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylawsor by statute. In the event of any change after the date of this Agreement in any applicable law,statute or rule which expands the right of a Delaware corporation to indemnify a member of its boardof directors or an officer, employee, agent or fiduciary, it is the intent of the parties heretothat Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In theevent of any change in any applicable law, statute or rule which narrows the right of a Delawarecorporation to indemnify a member of its board of directors or an officer, employee, agent orfiduciary, such change, to the extent not otherwise required by such law, statute or rule to beapplied to this Agreement, shall have no effect on this Agreement or the parties' rights andobligations hereunder except as set forth in Section 10(a) hereof.
Nonexclusivity
. The indemnification and the payment of Expense Advances provided by thisAgreement shall be in addition to any rights to which Indemnitee may be entitled under the Company'sCertificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders ordisinterested directors, the General Corporation Law of the State of Delaware, or otherwise. Theindemnification and the payment of Expense Advances provided under this Agreement shall continue asto Indemnitee for any action taken or not taken while serving in an indemnified capacity even thoughsubsequent thereto Indemnitee may have ceased to serve in such capacity.
No Duplication of Payments
. The Company shall not be liable under this Agreement to makeany payment in connection with any Claim made against Indemnitee to the extent Indemnitee hasotherwise actually received payment (under any insurance policy, provision of the Company'sCertificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.
Partial Indemnification
. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for some or a portion of Expenses incurred in connection with anyClaim, but not, however, for all of the total amount thereof, the Company shall neverthelessindemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
Mutual Acknowledgement
. Both the Company and Indemnitee acknowledge that in certaininstances, federal law or applicable public policy may prohibit the Company from indemnifying itsdirectors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemniteeunderstands and acknowledges that the Company has undertaken or may be required in the future toundertake with the Securities and Exchange Commission to submit the question of indemnification to acourt in certain circumstances for a determination of the Company's right under public policy toindemnify Indemnitee.
Liability Insurance
. To the extent the Company maintains liability insurance applicableto directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by suchpolicies in such a manner as to provide Indemnitee the same rights and benefits as are provided tothe most favorably insured of the Company's directors, if Indemnitee is a director; or of theCompany's officers, if Indemnitee is not a director of the Company but is an officer; or of theCompany's key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is akey employee, agent or fiduciary.
Exceptions
. Notwithstanding any other provision of this Agreement, the Company shall notbe obligated pursuant to the terms of this Agreement:
Excluded Action or Omissions
. To indemnify Indemnitee for Expenses resulting from acts,omissions or transactions for which Indemnitee is prohibited from receiving indemnification underthis Agreement or applicable law; 
provided
, 
however
, that notwithstanding anylimitation set forth in this Section 10(a) regarding the Company's obligation to provideindemnification, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advanceshereunder with respect to any such Claim unless and until a court having jurisdiction over the Claimshall have made a final judicial determination (as to which all rights of appeal therefrom have beenexhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for whichIndemnitee is prohibited from receiving indemnification under this Agreement or applicable law.
Claims Initiated by Indemnitee
. To indemnify or make Expense Advances to Indemnitee withrespect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense,counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establishor enforce a right to indemnification under this Agreement or any other agreement or insurancepolicy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effectrelating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approvedthe initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of theDelaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to beentitled to such indemnification or insurance recovery, as the case may be.
Lack of Good Faith
. To indemnify Indemnitee for any Expenses incurred by the Indemniteewith respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if acourt having jurisdiction over such action determines as provided in Section 13 hereof that each ofthe material assertions made by the Indemnitee as a basis for such action was not made in good faithor was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement,if a court having jurisdiction over such action determines as provided in Section 13 hereof thateach of the material defenses asserted by Indemnitee in such action was made in bad faith or wasfrivolous.
Claims Under Section 16(b)
. To indemnify Indemnitee for expenses and the payment ofprofits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b)of the Exchange Act, as amended, or any similar successor statute; 
provided
, 
however
,that notwithstanding any limitation set forth in this Section 10(d) regarding the Company'sobligation to provide indemnification, Indemnitee shall be entitled under Section 3 hereof toreceive Expense Advances hereunder with respect to any such Claim unless and until a court havingjurisdiction over the Claim shall have made a final judicial determination (as to which all rightsof appeal therefrom have been exhausted or lapsed) that Indemnitee has violated saidstatute.
Counterparts
. This Agreement may be executed in one or more counterparts, each of whichshall constitute an original.
Binding Effect; Successors and Assigns
. This Agreement shall be binding upon and inure tothe benefit of and be enforceable by the parties hereto and their respective successors, assigns(including any direct or indirect successor by purchase, merger, consolidation or otherwise to allor substantially all of the business or assets of the Company), spouses, heirs and personal andlegal representatives. The Company shall require and cause any successor (whether direct orindirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, ora substantial part, of the business or assets of the Company, by written agreement in form andsubstance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in thesame manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place. This Agreement shall continue in effect regardless of whether Indemniteecontinues to serve as a director, officer, employee, agent or fiduciary (as applicable) of theCompany or of any other enterprise at the Company's request.
Expenses Incurred in Action Relating to Enforcement or Interpretation
. In the event thatany action is instituted by Indemnitee under this Agreement or under any liability insurancepolicies maintained by the Company to enforce or interpret any of the terms hereof or thereof,Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee with respectto such action (including without limitation attorneys' fees), regardless of whether Indemnitee isultimately successful in such action, unless as a part of such action a court having jurisdictionover such action makes a final judicial determination (as to which all rights of appeal therefromhave been exhausted or lapsed) that each of the material assertions made by Indemnitee as a basisfor such action was not made in good faith or was frivolous; 
provided
, 
however
, thatuntil such final judicial determination is made, Indemnitee shall be entitled under Section 3 hereofto receive payment of Expense Advances hereunder with respect to such action. In the event of anaction instituted by or in the name of the Company under this Agreement to enforce or interpret anyof the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all Expensesincurred by Indemnitee in defense of such action (including without limitation costs and expensesincurred with respect to Indemnitee's counterclaims and cross-claims made in such action), unless asa part of such action a court having jurisdiction over such action makes a final judicialdetermination (as to which all rights of appeal therefrom have been exhausted or lapsed) that eachof the material defenses asserted by Indemnitee in such action was made in bad faith or wasfrivolous; 
provided
, 
however
, that until such final judicial determination is made,Indemnitee shall be entitled under Section 3 hereof to receive payment of Expense Advances hereunderwith respect to such action.
Notice
. All notices, requests, demands and other communications under this Agreementshall be in writing and shall be deemed duly given (i) if delivered by hand and signed for by theparty addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registeredmail with postage prepaid, on the third business day after the date postmarked. Addresses for noticeto either party are as shown on the signature page of this Agreement, or as subsequently modified bywritten notice. 
Consent to Jurisdiction
. The Company and Indemnitee each hereby irrevocably consent tothe jurisdiction of the courts of the State of Delaware for all purposes in connection with anyaction or proceeding which arises out of or relates to this Agreement and agree that any actioninstituted under this Agreement shall be commenced, prosecuted and continued only in the Court ofChancery of the State of Delaware in and for New Castle County, which shall be the exclusive andonly proper forum for adjudicating such a claim.
Severability
. The provisions of this Agreement shall be severable in the event that anyof the provisions hereof (including any provision within a single section, paragraph or sentence)are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, andthe remaining provisions shall remain enforceable to the fullest extent permitted by law.Furthermore, to the fullest extent possible, the provisions of the Agreement (including withoutlimitation each portion of this Agreement containing any provision held to be invalid, void orotherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so asto give effect to the intent manifested by the provision held invalid, illegal orunenforceable.
Choice of Law.
 This Agreement, and all rights, remedies, liabilities, powers and dutiesof the parties to this Agreement, shall be governed by and construed in accordance with the laws ofthe State of Delaware without regard to principles of conflicts of laws.
Subrogation
. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary to secure such rights andto enable the Company effectively to bring suit to enforce such rights.
Amendment and Termination
. No amendment, modification, termination or cancellation ofthis Agreement shall be effective unless it is in writing signed by both the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiverof any other provisions hereof (whether or not similar), nor shall such waiver constitute acontinuing waiver.
Integration and Entire Agreement
. This Agreement sets forth the entire understandingbetween the parties hereto and supersedes and merges all previous written and oral negotiations,commitments, understandings and agreements relating to the subject matter hereof between the partieshereto.
No Construction as Employment Agreement
. Nothing contained in this Agreement shall beconstrued as giving Indemnitee any right to be retained in the employ of the Company or any of itssubsidiaries or affiliated entities.

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

 

DIGITAL VIDEO SYSTEMS, INC.

 

By:___________________________

Name: ________________________

Title: _________________________

 

 

AGREED TO AND ACCEPTED

INDEMNITEE:

____________________________________

(signature)

Name: _________________________________

Address: _______________________________