FY 2004 10K Exhibit 10.1




EXHIBIT 10.1



DIGITAL VIDEO SYSTEMS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "Agreement") is effective as of [], by
and 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, the
Company wishes to provide for the indemnification of, and the advancement of expenses to, Indemnitee
to the maximum extent permitted by law;

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

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

WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall
be 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, on
or 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 than
a trustee or other fiduciary holding securities under an employee benefit plan of the company acting
in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in
substantially 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 the
Company'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 and
any new director whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved cease for any reason to constitute a majority
thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding or immediately prior thereto continuing to represent (either
remaining outstanding or by being converted into Voting Securities of the surviving entity) at least
80% of the total voting power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of related transactions) all or
substantially all of the Company's assets. 
	"Claim" shall mean, with respect to a Covered Event, any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee in good faith believes might lead to the institution of any such
action, 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., any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger to which Recruitsoft, Inc. (or any of its wholly owned subsidiaries) is a party which, if its
separate 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 of
such constituent corporation as a director, officer, employee, agent or fiduciary of another
corporation, 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 to
the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.
	"Covered Event" shall mean any event or occurrence related to the fact that Indemnitee is
or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by
reason 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 other
costs, expenses and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, to be a witness in or
to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld), actually and reasonably incurred, of any Claim and any federal, state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement.
	"Expense Advance" shall mean a payment to Indemnitee, pursuant to Section 3 hereof, of
Expenses in advance of the settlement of or final judgment in any action, suit, proceeding or
alternative dispute resolution mechanism, hearing, inquiry or investigation which constitutes a
Claim.
	"Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar 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 employee
benefit plan; and references to "serving at the request of the Company" shall include any
service 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 an
employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries 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, any
person or body appointed by the Board of Directors in accordance with applicable law to review the
Company's obligations hereunder and under applicable law, which may include a member or members of
the 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 the
election of directors.



	Indemnification.


	Indemnification of Expenses. Subject to the provisions of Section 2(b) below, the Company
shall indemnify Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was or
is or becomes a party to or witness or other participant in, or is threatened to be made a party to
or witness or other participant in, any Claim (whether by reason of or arising in part out of a
Covered Event), including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses.

	Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any
Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal
Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified hereunder under
applicable law, (i) the Company shall have no further obligation under Section 2(a) hereof to make
any 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 the
Company) for all Expenses theretofore paid in indemnifying Indemnitee; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee is entitled to be
indemnified hereunder under applicable law in accordance with Section 2(c) hereof, then any
determination made by any Reviewing Party that, under applicable law, Indemnitee is not entitled to
be indemnified hereunder shall not be binding, and, until a final judicial determination is made
with respect to such legal proceedings (as to which all rights of appeal therefrom have been
exhausted or lapsed), (x) Indemnitee shall not be required to reimburse the Company for any Expenses
theretofore paid in indemnifying Indemnitee and (y) Indemnitee shall be entitled to receive interim
payments of Expenses pursuant to Section 2(a) hereof. Indemnitee's obligation to reimburse the
Company for any Expenses shall be unsecured and no interest shall be charged thereon.

	Indemnitee Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party
determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in
part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by such Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of
Section 15 hereof, the Company hereby consents to service of process and to appear in any such
proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and
binding on the Company and Indemnitee.

	Selection of Reviewing Party; Change in Control. If there has not been a Change in
Control, any Reviewing Party shall be selected by the Board of Directors. If there has been such a
Change in Control (other than a Change in Control which has been approved by a majority of the
Company's Board of Directors who were directors immediately prior to such Change in Control), any
Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee
to indemnification of Expenses under this Agreement or any other agreement, or under the Company's
Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable
law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among
other things, shall render its written opinion to the Company and Indemnitee as to whether and to
what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the
Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all
expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this
Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal
Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal
Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the
Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth
in detail a reasonable objection to such Independent Legal Counsel representing other
indemnitees.

	Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement
other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without prejudice, in defense
of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in
connection therewith.

	Expense Advances.


	Obligation to Make Expense Advances. Upon receipt of a written undertaking by or on
behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified therefor by the Company, the Company shall make Expense
Advances to Indemnitee.

	Form of Undertaking. Any obligation to repay any Expense Advances hereunder pursuant to a
written undertaking by the Indemnitee shall be unsecured and no interest shall be charged
thereon.

	Determination of Reasonable Expense Advances. The parties agree that for the purposes of
any Expense Advance for which Indemnitee has made written demand to the Company in accordance with
this Agreement, all Expenses included in such Expense Advance that are certified by affidavit of
Indemnitee'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, Expense
Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the fullest
extent permitted by law as soon as practicable after written demand by Indemnitee therefor is
presented to the Company, but in no event later than forty-five (45) business days after such
written 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 is
presented to the Company. 

	Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to
Indemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances under this
Agreement, give the Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company shall designate in writing to
Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it
may reasonably require and as shall be within Indemnitee's power.

	No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon
a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or that a court has
determined 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 judicial
determination that Indemnitee should be indemnified under this Agreement or applicable law, the
question of Indemnitee's right to indemnification shall be for the court to decide, and neither the
failure of any Reviewing Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual determination by any
Reviewing 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 any
particular standard of conduct or did not have any particular belief. In connection with any
determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish by clear and
convincing 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 Claim
pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter
take 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 provide
indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the
company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved
by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of
written notice of the Company's election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently
employed by or on behalf of Indemnitee with respect to the same Claim; provided that (i) Indemnitee
shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's
expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a
conflict 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 and
expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive
indemnification or Expense Advances hereunder.

	Additional Indemnification Rights; Nonexclusivity.


	Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically authorized by the
other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or 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 board
of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the
event of any change in any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be
applied to this Agreement, shall have no effect on this Agreement or the parties' rights and
obligations hereunder except as set forth in Section 10(a) hereof.

	Nonexclusivity. The indemnification and the payment of Expense Advances provided by this
Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's
Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or
disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The
indemnification and the payment of Expense Advances provided under this Agreement shall continue as
to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though
subsequent thereto Indemnitee may have ceased to serve in such capacity.

	No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has
otherwise actually received payment (under any insurance policy, provision of the Company's
Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

	Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for some or a portion of Expenses incurred in connection with any
Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

	Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Company from indemnifying its
directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee
understands and acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to submit the question of indemnification to a
court in certain circumstances for a determination of the Company's right under public policy to
indemnify Indemnitee.

	Liability Insurance. To the extent the Company maintains liability insurance applicable
to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such
policies in such a manner as to provide Indemnitee the same rights and benefits as are provided to
the most favorably insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the
Company's key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a
key employee, agent or fiduciary.

	Exceptions. Notwithstanding any other provision of this Agreement, the Company shall not
be 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 under
this Agreement or applicable law; provided, however, that notwithstanding any
limitation set forth in this Section 10(a) regarding the Company's obligation to provide
indemnification, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances
hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim
shall have made a final judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which
Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

	Claims Initiated by Indemnitee. To indemnify or make Expense Advances to Indemnitee with
respect 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 establish
or enforce a right to indemnification under this Agreement or any other agreement or insurance
policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect
relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved
the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the
Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification or insurance recovery, as the case may be.

	Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee
with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a
court having jurisdiction over such action determines as provided in Section 13 hereof that each of
the material assertions made by the Indemnitee as a basis for such action was not made in good faith
or 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 that
each of the material defenses asserted by Indemnitee in such action was made in bad faith or was
frivolous.

	Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of
profits 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's
obligation to provide indemnification, Indemnitee shall be entitled under Section 3 hereof to
receive Expense Advances hereunder with respect to any such Claim unless and until a court having
jurisdiction over the Claim shall have made a final judicial determination (as to which all rights
of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said
statute.

	Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall constitute an original.

	Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to
the 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 all
or substantially all of the business or assets of the Company), spouses, heirs and personal and
legal representatives. The Company shall require and cause any successor (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or
a substantial part, of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the
Company or of any other enterprise at the Company's request.

	Expenses Incurred in Action Relating to Enforcement or Interpretation. In the event that
any action is instituted by Indemnitee under this Agreement or under any liability insurance
policies 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 respect
to such action (including without limitation attorneys' fees), regardless of whether Indemnitee is
ultimately successful in such action, unless as a part of such action a court having jurisdiction
over such action makes a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that each of the material assertions made by Indemnitee as a basis
for such action was not made in good faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled under Section 3 hereof
to receive payment of Expense Advances hereunder with respect to such action. In the event of an
action instituted by or in the name of the Company under this Agreement to enforce or interpret any
of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all Expenses
incurred by Indemnitee in defense of such action (including without limitation costs and expenses
incurred with respect to Indemnitee's counterclaims and cross-claims made in such action), unless as
a part of such action a court having jurisdiction over such action makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each
of the material defenses asserted by Indemnitee in such action was made in bad faith or was
frivolous; provided, however, that until such final judicial determination is made,
Indemnitee shall be entitled under Section 3 hereof to receive payment of Expense Advances hereunder
with respect to such action.

	Notice. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed duly given (i) if delivered by hand and signed for by the
party addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice
to either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice. 

	Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to
the jurisdiction of the courts of the State of Delaware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and
only proper forum for adjudicating such a claim.

	Severability. The provisions of this Agreement shall be severable in the event that any
of 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, and
the remaining provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of the Agreement (including without
limitation each portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

	Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and duties
of the parties to this Agreement, shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to principles of conflicts of laws.

	Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to secure such rights and
to enable the Company effectively to bring suit to enforce such rights.

	Amendment and Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver
of any other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.

	Integration and Entire Agreement. This Agreement sets forth the entire understanding
between 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 parties
hereto.

	No Construction as Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be retained in the employ of the Company or any of its
subsidiaries or affiliated entities.

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

 

DIGITAL VIDEO SYSTEMS, INC.

 

By:___________________________

Name: ________________________

Title: _________________________

 

 
AGREED TO AND ACCEPTED

INDEMNITEE:

____________________________________

(signature)

Name: _________________________________

Address: _______________________________