September 24 2004 Exhibit 4.12





EXHIBIT 4.12

 

THIS CLASS A WARRANT AND THE UNDERLYING SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF,
AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES
LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF
COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE
SECURITIES), SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE
SECURITIES LAWS IS NOT REQUIRED.


	
Date: September 20, 2004
	
Class A Warrant to Purchase

                   _________ Shares






DIGITAL VIDEO SYSTEMS, INC.

                  (Incorporated under the laws of the State of Delaware)

CLASS A WARRANT FOR THE PURCHASE OF SHARES OF

                  THE $0.0001 PAR VALUE COMMON STOCK OF

                  DIGITAL VIDEO SYSTEMS, INC.

Warrant Price: $0.61 per share [conversion price of the Series
C Preferred], subject to adjustment as provided below.

THIS IS TO CERTIFY that, for value received,
________________________________ and its registered assigns (collectively, the
"Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, up to _____________ shares of the $0.0001 par value
common stock ("Common Stock") of Digital Video Systems, Inc., a Delaware
corporation (the "Company"), and to receive certificate(s) for the Common Stock
so purchased.




	Exercise Period and Vesting. Subject to the final
sentence of this Section 1, the exercise period is the period beginning on the
earlier of six months from the date of the closing of the offering in which the
series of Class A Warrants was originally issued (the "Closing Date") or the
effective date of the registration statement covering the resale of the Common
Stock issuable upon exercise of this Class A Warrant (the "Effective Date") and
ending at 5:00 p.m., California time, on the fifth anniversary of the Closing
Date (the "Exercise Period"). This Class A Warrant will terminate automatically
and immediately upon (a) the expiration of the Exercise Period or (b) a Change
of Control. For purposes of this Section 1, a "Change of Control" shall mean (i)
any consolidation or merger involving the Company pursuant to which the
Company's stockholders own less than 50% of the voting securities of the
surviving entity or (ii) the sale of all or substantially all of the assets of
the Company. The foregoing notwithstanding, this Class A Warrant shall not be
exercisable until the Company's stockholders have affirmatively voted in favor
of the transaction in which the Class A Warrants are be issued to the initial
holders, together with the Company's Series C Convertible Preferred
Stock.


	Exercise of Class A Warrant. This Class A Warrant
may be exercised, in whole or in part, at any time and from time to time during
the Exercise Period. Such exercise shall be accomplished by tender to the
Company of the purchase price set forth above as the warrant price (the "Warrant
Price"), in cash, by wire transfer or by certified check or bank cashier's
check, payable to the order of the Company, together with presentation and
surrender to the Company of this Class A Warrant with an executed subscription
in substantially the form attached hereto as Exhibit A-1 (the
"Subscription"). Upon receipt of the foregoing, the Company will deliver to the
Holder, as promptly as possible, a certificate or certificates representing the
shares of Common Stock so purchased, registered in the name of the Holder or its
transferee (as permitted under Section 4 below). With respect to any exercise of
this Class A Warrant, the Holder will for all purposes be deemed to have become
the holder of record of the number of shares of Common Stock purchased hereunder
on the date this Class A Warrant, a properly executed Subscription and payment
of the Class A Warrant Price is received by the Company (the "Exercise Date"),
irrespective of the date of delivery of the certificate evidencing such shares,
except that, if the date of such receipt is a date on which the stock transfer
books of the Company are closed, such person will be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. Fractional shares of Common Stock will
not be issued upon the exercise of this Class A Warrant. In lieu of any
fractional shares that would have been issued but for the immediately preceding
sentence, the Holder will be entitled to receive cash equal to the current
market price of such fraction of a share of Common Stock on the trading day
immediately preceding the Exercise Date. In the event this Class A Warrant is
exercised in part, the Company shall issue a new Class A Warrant to the Holder
covering the aggregate number of shares of Common Stock as to which this Class A
Warrant remains exercisable for that is otherwise identical with this Class A
Warrant. The Company acknowledges and agrees that this Class A Warrant was
issued on the Issuance Date.


	Compliance with Act. The holder of this
Class A Warrant, by acceptance hereof, agrees that this Class A Warrant, and the
Common Stock to be issued upon exercise hereof are being acquired for investment
and that such holder will not offer, sell or otherwise dispose of this Class A
Warrant, or any Common Stock except under circumstances which will not result in
a violation of the Securities Act or any applicable state securities laws. Upon
exercise of this Class A Warrant, unless the Common Stock being acquired are
registered under the Securities Act and any applicable state securities laws or
an exemption from such registration is available, the holder hereof shall
confirm in writing that the Common Stock so purchased are being acquired for
investment and not with a view toward distribution or resale in violation of the
Securities Act and shall confirm such other matters related thereto as may be
reasonably requested by the Company. This Class A Warrant and all Common Stock
issued upon exercise of this Class A Warrant (unless registered under the
Securities Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS, HAVE BEEN TAKEN FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD OR TRANSFERRED OR
OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL (WHICH OPINION IS
REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH REGISTRATION
UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT
REQUIRED.

Said legend shall be removed by the Company, upon the
request of a holder, at such time as the restrictions on the transfer of the
applicable security shall have terminated.



	Transferability and Exchange.



	This Class A Warrant, and the Common Stock issuable upon
the exercise hereof, may not be sold, transferred, pledged or hypothecated
unless the Company shall have been provided with written notice of the sale or
other distribution describing briefly the manner thereof, together with an
opinion of counsel, or other evidence, reasonably satisfactory to it, that such
transfer is not in violation of the Securities Act, and any applicable state
securities laws or unless such transfer shall have been registered under the
Securities Act of 1933, as amended. Subject to the satisfaction of the aforesaid
condition, this Class A Warrant and the underlying shares of Common Stock shall
be transferable from time to time by the Holder upon written notice to the
Company. Promptly upon receiving such written notice and reasonably satisfactory
opinion or other evidence, if so requested, the Company, as promptly as
practicable but no later than fifteen (15) days after receipt of the written
notice, shall notify such holder that such holder may sell or otherwise dispose
of this Class A Warrant or such Common Stock, all in accordance with the terms
of the notice delivered to the Company. If a determination has been made
pursuant to this Section 4(a) that the opinion of counsel for the holder or
other evidence is not reasonably satisfactory to the Company, the Company shall
so notify the holder promptly with details thereof after such determination has
been made. Notwithstanding the foregoing, this Class A Warrant or such Common
Stock may, as to such federal laws, be offered, sold or otherwise disposed of in
accordance with Rule 144 or 144A under the Securities Act, provided that the
Company shall have been furnished with such information as the Company may
reasonably request to provide a reasonable assurance that the provisions of Rule
144 or 144A have been satisfied. Each certificate representing this Class A
Warrant or the Common Stock thus transferred (except a transfer pursuant to Rule
144 or 144A) shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with such laws, unless in the
aforesaid opinion of counsel for the holder, such legend is not required in
order to ensure compliance with such laws. The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions.



	If this Class A Warrant is transferred, in whole or in
part, the Company shall, upon surrender of this Class A Warrant to the Company,
deliver to each transferee a Class A Warrant evidencing the rights of such
transferee to purchase the number of shares of Common Stock that such transferee
is entitled to purchase pursuant to such transfer. The Company may place a
legend similar to the legend at the top of this Class A Warrant on any
replacement Class A Warrant and, on each certificate representing shares
issuable upon exercise of this Class A Warrant or any replacement Warrants. Only
a registered Holder may enforce the provisions of this Class A Warrant against
the Company. A transferee of the original registered Holder becomes a registered
Holder only upon delivery to the Company of the original Class A Warrant and an
original Assignment, substantially in the form set forth in
Exhibit B attached hereto.


	This Class A Warrant is exchangeable upon its surrender
by the Holder to the Company for new Warrants of like tenor and date
representing in the aggregate the right to purchase the number of shares
purchasable hereunder, each of such new Warrants to represent the right to
purchase such number of shares as may be designated by the Holder at the time of
such surrender.


	In addition to the exchange provided for in
paragraph (c) above, in lieu of cash exercising this Class A Warrant, the
Holder may elect to exchange this Class A Warrant in whole or in part for shares
of Common Stock equal to the value of this Class A Warrant (or the portion
thereof being canceled). The number of shares of Common Stock to be issued on
any such exchange of this Class A Warrant will be determined as
follows:

CS = WCS x (FMV - EP)

                  FMV

Where:


CS-equals the number of shares of Common Stock to be issued to the
Holder;

WCS-equals the number of shares of Common Stock purchasable under
this Class A Warrant;

FMV-equals the current market price of one share of Common Stock as
defined in Section 5(b); and

EP-equals the Class A Warrant Price.





	In order to exchange this Class A Warrant, in whole or in
part, for shares of Common Stock, the Holder shall deliver to the Company a
written notice of the Holder's election to so exchange this Class A Warrant (an
"Exchange Notice"), which Exchange Notice shall be irrevocable and specify the
number of shares of Common Stock for which this Class A Warrant is to be so
exchanged, together with this Class A Warrant (the date on which such delivery
shall have taken place being hereinafter sometimes referred to as the "Exchange
Date"). Such Exchange Notice shall be in the form of the subscription form
appearing at the end of this Class A Warrant as Exhibit A-2, duly
executed by the Holder.


	Upon receipt of such Exchange Notice and Class A Warrant,
the Company shall, as promptly as possible, execute (or cause to be executed)
and deliver (or cause to be delivered) to the Holder a certificate or
certificates representing the aggregate number of full shares of Common Stock
issuable upon such exchange, together with cash in lieu of any fraction of a
share, as hereafter provided. The stock certificate or certificates so delivered
shall be, to the extent possible, in such denomination or denominations as the
exercising Holder shall reasonably request in the Exchange Notice and shall be
registered in the name of the Holder or such other name as shall be designated
in the Exchange Notice and permitted by other provisions of this Class A
Warrant. This Class A Warrant shall be deemed to have been exchanged, and such
certificate or certificates shall be deemed to have been issued, and the Holder
or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the Exchange
Date.


	If this Class A Warrant shall have been exchanged in
part, the Company shall, at the time of delivery of the certificate or
certificates representing the shares of Common Stock being issued, deliver to
the Holder a new Class A Warrant evidencing the rights of the Holder to purchase
the unpurchased shares of Common Stock called for by this Class A Warrant. Such
new Class A Warrant shall in all other respects be identical with this Class A
Warrant.


	Adjustments to Warrant Price and Number of Shares
Subject to Class A Warrant. The Warrant Price and the number of shares of
Common Stock purchasable upon the exercise of this Class A Warrant are subject
to adjustment from time to time upon the occurrence of any of the events
specified in this Section 5.



	In case the Company shall (i) pay a dividend or make
a distribution in shares of Common Stock or other securities,
(ii) subdivide its outstanding shares of Common Stock into a greater number
of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reclassification of its shares
of Common Stock other securities of the Company, then the Warrant Price in
effect at the time of the record date for such dividend or on the effective date
of such subdivision, combination or reclassification, and/or the number and kind
of securities issuable on such date, shall be proportionately adjusted so that
the Holder of any Class A Warrant thereafter exercised shall be entitled to
receive the aggregate number and kind of shares of Common Stock (or such other
securities other than Common Stock) of the Company, at the same aggregate
Warrant Price, that, if such Class A Warrant had been exercised immediately
prior to such date, the Holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, distribution, subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.


	In case the Company shall fix a record date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the surviving corporation) of cash, evidences of indebtedness or
assets, or subscription rights or warrants, the Warrant Price to be in effect
after such record date shall be determined by multiplying the Warrant Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the current market price per share of Common Stock on such record
date, less the amount of cash so to be distributed (or the fair market value (as
determined in good faith by, and reflected in a formal resolution of, the Board
of Directors of the Company) of the portion of the assets or evidence of
indebtedness so to be distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, and the denominator of which shall be
such current market price per share of Common Stock; in addition, the number of
shares of Common Stock for which this Class A Warrant shall thereafter be
exercisable shall be adjusted to a number determined by dividing the number of
such shares for which this Warrant was theretofore exercisable by the above
fraction. Such adjustment shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the Warrant
Price shall again be adjusted to be the Warrant Price which would then be in
effect if such record date had not been fixed.


	For the purpose of any computation under any subsection
of this Section 5, the "current market price" per share of Common Stock on
any date shall be the average per share price of the Common Stock on the 10
trading days immediately prior to the event requiring an adjustment hereunder,
which per share price shall be: (i) if the principal trading market for the
Common Stock is a national or regional securities exchange, the closing price on
such exchange on such day; or (ii) if sales prices for shares of Common
Stock are reported by the Nasdaq National Market system or Nasdaq SmallCap
Market (or a similar system then in use), the last reported sales price so
reported on such day; or (iii) if neither (i) nor (ii) above are
applicable, and if bid and ask prices for shares of Common Stock are reported in
the over-the-counter market by Nasdaq (or, if not so reported, by the National
Quotation Bureau), the average of the high bid and low ask prices so reported on
such day. Notwithstanding the foregoing, if there is no reported closing price,
last reported sales price, or bid and ask prices, as the case may be, for the
day in question, then the current market price shall be determined as of the
latest date prior to such day for which such closing price, last reported sales
price, or bid and ask prices, as the case may be, are available, unless such
securities have not been traded on an exchange or in the over-the-counter market
for 30 or more days immediately prior to the day in question, in which case the
current market price shall be determined in good faith by, and reflected in a
formal resolution of, the Board of Directors of the Company.


	Notwithstanding any provision herein to the contrary, no
adjustment in the Warrant Price shall be required unless such adjustment would
require an increase or decrease of at least one percent in the Warrant Price;
provided, however, that any adjustments which by reason of this subsection (d)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 5 shall be made
to the nearest cent or the nearest one-hundredth of a share, as the case may
be.


	In the event that at any time, as a result of an
adjustment made pursuant to subsection (a) above, the Holder of any Class A
Warrant thereafter exercised shall become entitled to receive any shares of
capital stock of the Company other than shares of Common Stock or any other
securities or assets, thereafter the number of such other shares or other
securities or assets so receivable upon exercise of any Class A Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of Common
Stock contained in this Section 5, and the other provisions of this Class A
Warrant shall apply on like terms to any such other shares or other securities
or assets.


	If the Company merges or consolidates into or with
another corporation or entity, or if another corporation or entity merges into
or with the Company (excluding such a merger in which the Company is the
surviving or continuing corporation and which does not result in any
reclassification, conversion, exchange, or cancellation of the outstanding
shares of Common Stock), or if all or substantially all of the assets or
business of the Company are sold or transferred to another corporation, entity,
or person, then, as a condition to such consolidation, merger, or sale (a
"Transaction"), lawful and adequate provision shall be made whereby, and the
successors or acquiring corporation, entity or person shall expressly agree in
writing that, the Holder shall have the right from and after the Transaction to
receive, upon exercise of this Class A Warrant and upon the terms and conditions
specified herein and in lieu of the shares of the Common Stock or other
securities or assets that would have been issuable if this Class A Warrant had
been exercised immediately before the Transaction, such shares of stock,
securities, or assets as the Holder would have owned immediately after the
Transaction if the Holder had exercised this Class A Warrant immediately before
the effective date of the Transaction.


	In case any event shall occur as to which the other
provisions of this Section 5 are not strictly applicable but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Class A Warrant in accordance with the essential intent and principles
hereof, then, in each such case, the Company shall effect such adjustment, on a
basis consistent with the essential intent and principles established in this
Section 5, as may be necessary to preserve, without dilution, the purchase
rights represented by this Class A Warrant.


	Reservation of Shares. The Company agrees at all
times to reserve and hold available out of its authorized but unissued shares of
Common Stock a sufficient number of shares of Common Stock to provide for the
exercise of the purchase rights provided herein. The Company further covenants
and agrees that all shares of Common Stock that may be delivered upon the
exercise of this Class A Warrant will, upon delivery, be fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
purchase thereof hereunder.


	Notices to Holder. Upon any adjustment of the
Warrant Price (or number of shares of Common Stock purchasable upon the exercise
of this Class A Warrant) pursuant to Section 5, the Company shall promptly
thereafter cause to be given to the Holder written notice of such adjustment.
Such notice shall include the Warrant Price (and/or the number of shares of
Common Stock purchasable upon the exercise of this Class A Warrant) after such
adjustment, and shall set forth in reasonable detail the Company's method of
calculation and the facts upon which such calculations were based. Where
appropriate, such notice shall be given in advance and included as a part of any
notice required to be given under the other provisions of this
Section 7.

In the event of (a) any fixing by the Company of a
record date with respect to the holders of any class of securities of the
Company for the purpose of determining which of such holders are entitled to
dividends or other distributions, or any rights to subscribe for, purchase or
otherwise acquire any shares of capital stock of any class or any other
securities or property, or to receive any other right, (b) any capital
reorganization of the Company, or reclassification or recapitalization of the
capital stock of the Company or any transfer of all or substantially all of the
assets or business of the Company to, or consolidation or merger of the Company
with or into, any other entity or person, or (c) any voluntary or
involuntary dissolution or winding up of the Company, then and in each such
event the Company will give the Holder a written notice specifying, as the case
may be (i) the record date for the purpose of such dividend, distribution,
or right, and stating the amount and character of such dividend, distribution,
or right; or (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, conveyance,
dissolution, liquidation, or winding up is to take place and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such capital
stock or securities receivable upon the exercise of this Class A Warrant) shall
be entitled to exchange their shares of Common Stock (or such other stock
securities) for securities or other property deliverable upon such event. Any
such notice shall be given at least 10 days prior to the earliest date therein
specified.


	No Rights as a Stockholder. This Class A Warrant
does not entitle the Holder to any voting rights or other rights as a
stockholder of the Company, nor to any other rights whatsoever except the rights
herein set forth.


	Additional Covenants of the Company. For so long
as the Common Stock is listed for trading on any regional or national securities
exchange or Nasdaq (National Market or SmallCap Market), the Company shall, upon
issuance of any shares for which this Class A Warrant is exercisable, at its
expense, promptly obtain and maintain the listing of such shares.

The Company shall comply with the reporting requirements of
Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended,
for so long as and to the extent that such requirements apply to the
Company.

The Company shall not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Class A Warrant. Without limitation of the generality of the foregoing, the
Company (a) will at all times reserve and keep available, solely for
issuance and delivery upon exercise of this Class A Warrant, shares of Common
Stock issuable from time to time upon exercise of this Class A Warrant,
(b) will not increase the par value of any shares of capital stock
receivable upon exercise of this Class A Warrant above the amount payable
therefor upon such exercise, and (c) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.



	Representation and Covenants of Holder.
Holder represents and covenants to the Company as follows:



	This Class A Warrant and the Common Stock issuable upon
exercise of this Class A Warrant will be acquired for investment for Holder's
own account, and not as a nominee or agent and not with a view to the
distribution of any part thereof. Holder further represents that it does not
have any contract, undertaking agreement or arrangement with any person to sell,
transfer or grant participations to such person, or to any third person, with
respect to this Class A Warrant. Upon exercise of this Class A Warrant, the
Holder shall, if so requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Common Stock issuable upon exercise of
this Class A Warrant are being acquired for investment purposes and not with a
view toward distribution or resale, other than in compliance with applicable
securities laws, including the Securities Act.


	Holder understands (i) that the Class A Warrant and the
Common Stock issuable upon exercise of this Class A Warrant are not registered
under the Securities Act, or qualified under applicable state securities laws on
the ground that the issuance of this Class A Warrant will be exempt from the
registration and qualifications requirements thereof; (ii) that the Company's
reliance on such exemption is predicated on the representations set forth in
this Section 10; and (iii) that the Class A Warrant and the Common Stock
issuable upon exercise of this must be held by the Holder indefinitely, and that
the Holder must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the
Securities Act or is exempted from such registration.


	Holder represents and warrants that Holder is familiar
with the provisions of Rule 144 promulgated under the Securities Act which, in
substance, permits limited public resale of "restricted securities" acquired,
directly or indirectly, from the issuer thereof (or from an affiliate of such
issuer) in a non-public offering subject to the satisfaction of certain
conditions, including, among other things: (i) the availability of certain
public information about the Company; (ii) the resale occurring not less than
one year after the party has purchased, and made full payment for, within the
meaning of Rule 144, the securities to be sold; and (iii) in the case of an
affiliate, or of a non-affiliate who has held the securities less than two
years, the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as such term as
defined under the Securities Exchange Act of 1934, as amended) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable. Holder acknowledges that in the event
the applicable requirements of Rule 144 are not met, registration under the
Securities Act or compliance with another exemption from registration will be
required for any disposition of the Common Stock issuable upon exercise of this
Class A Warrant.


	Holder has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment, and has the ability to bear the economic risks of its
investment.


	Holder has received and reviewed this Class A Warrant;
it, its attorney and its accountant have had access to, and an opportunity to
review all documents and other materials requested of the Company; it and they
have been given an opportunity to ask any and all questions of and receive
answers from, the Company concerning the terms and conditions of this Class A
Warrant and to evaluate the suitability of an investment in this Class A
Warrant; and, in evaluating the suitability of an investment in this Class A
Warrant; it and they have not relied upon any representations or other
information (whether oral or written) other than as set forth herein.


	Holder hereby agrees that, in connection with a public
offering of the Company's securities, during the period of duration specified by
the Company and an underwriter of Common Stock or other securities of the
Company, following the effective date of a registration statement of the Company
filed under the Securities Act, it shall not, to the extent requested by the
Company and such underwriter, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except common stock included in such registration;
provided, however, that:




	all officers and directors of the Company enter into
similar agreements; and


	such market stand-off time period shall not exceed one
hundred eighty (180) days.

Holder agrees to provide to the other underwriters of any
public offering such further agreements as such underwriter may reasonably
request in connection with this market stand-off agreement, provided that the
terms of such agreements are substantially consistent with the provisions of
this Section 10(f). In order to enforce the foregoing covenant, the Company
may impose stop-transfer instructions with respect to the shares underlying this
Class A Warrant until the end of such period.

Notwithstanding the foregoing, the obligations described in
this Section 10(f) shall not apply to a registration relating solely to
employee benefit plans on Form S-1 or Form S-8 or similar forms which may be
promulgated in the future, or a registration relating solely to an SEC Rule 145
transaction.



	Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the Company, the Holder and
their respective successors and permitted assigns.


	Notices. The Company agrees to maintain a ledger
of the ownership of this Class A Warrant (the "Ledger"). Any notice hereunder
shall be given by personal delivery (including by courier, by facsimile on a
business day, receipt of which is confirmed or by registered or certified mail:
if to the Company, at its principal executive office and, if to the Holder, to
its address shown in the Ledger of the Company; provided, however, that the
Holder may at any time on three (3) days written notice to the Company designate
or substitute another address where notice is to be given. Notice shall be
deemed given and received when delivered in person or by courier, when sent by
facsimile on a business day if the sender obtains a confirmation of such
transmission or three business days after a certified or registered letter,
properly addressed with postage prepaid, is deposited in the U.S. mail.


	Severability. Every provision of this Class A
Warrant is intended to be severable. If any term or provision hereof is illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the remainder of this Class A Warrant.


	Governing Law. This Class A Warrant shall be
governed by and construed in accordance with the laws of the State of California
without giving effect to the principles of choice of laws thereof.


	Attorneys' Fees; Remedies. In any action or
proceeding brought to enforce any provision of this Class A Warrant, the
prevailing party shall be entitled to recover reasonable attorneys' fees in
addition to its costs and expenses and any other available remedy.


	Entire Agreement. This Class A Warrant (including
the Exhibits attached hereto) constitutes the entire understanding between the
Company and the Holder with respect to the subject matter hereof, and supersedes
all prior negotiations, discussions, agreements and understandings relating to
such subject matter.

IN WITNESS WHEREOF, the Company has caused this Class A
Warrant to be executed by its duly authorized officer as of the date first set
forth above.

Digital Video Systems, Inc.


By: ________________________________

                           Thomas A. Spanier

                       Chief Executive Officer

Accepted

(Entity Holder):

 

________________________________

 

By: ________________________________


Its: ________________________________


 

(Individual Holder):

 

________________________________

Name: ______________________________














[Signature Page to Class A Warrant]

















EXHIBIT A -1

                  SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To
Purchase Common Stock Evidenced by the Within Class A Warrant)

The undersigned hereby irrevocably subscribes for
_________ shares (the "Stock") of the Common Stock of Digital Video Systems,
Inc. (the "Company") pursuant to and in accordance with the terms and conditions
of the attached Class A Warrant (the "Class A Warrant"), and hereby makes
payment of $____________ therefor by tendering cash, wire transferring or
delivering a certified check or bank cashier's check, payable to the order of
the Company. The undersigned requests that a certificate for the Stock be issued
in the name of the undersigned and be delivered to the undersigned at the
address stated below. If the Stock is not all of the shares purchasable pursuant
to the Class A Warrant, the undersigned requests that a new Class A Warrant of
like tenor for the balance of the remaining shares purchasable thereunder be
delivered to the undersigned at the address stated below.

In connection with the issuance of the Stock, I hereby
represent to the Company that I am acquiring the Stock for my own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").

I understand that if, at the time of exercise, the Stock has
not been registered under the Securities Act, I must hold such Stock
indefinitely unless the Stock is subsequently registered and qualified under the
Securities Act or is exempt from such registration and qualification. I shall
make no transfer or disposition of the Stock unless (a) such transfer or
disposition can be made without registration under the Securities Act by reason
of a specific exemption from such registration and such qualification, or
(b) a registration statement has been filed pursuant to the Securities Act
and has been declared effective with respect to such disposition. I agree that
each certificate representing the Stock delivered to me shall bear substantially
the same legend as set forth on the front page of the Class A Warrant.

I further agree that the Company may place stop orders on the
certificates evidencing the Stock with the transfer agent, if any, to the same
effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon my furnishing to the Company of an opinion of
counsel (reasonably satisfactory to the Company) to the effect that such legend
may be removed.



	
Date: ______________________________ 
	
Signed: _________________________ 

                   Address: _____________________ 

                        ______________________ 
























EXHIBIT A -2

                  SUBSCRIPTION FORM

[To be executed only upon exchange of Class A Warrant 

for shares of Common Stock]

The undersigned registered owner of this Class A Warrant
irrevocably exchanges this Class A Warrant for ________________ shares of Common
Stock of Digital Video Systems, Inc., at the exchange ratio and on the terms and
conditions specified in this Class A Warrant, and requests that certificates for
the shares of Common Stock hereby acquired (and any securities or property
issuable upon such exchange) be issued in the name of and delivered to
_____________________________ whose address is
_______________________________________________ and, if such shares of Common
Stock shall not include all of the shares of Common Stock issuable as provided
in this Class A Warrant, that a new Class A Warrant of like tenor and date for
the balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.

In connection with the issuance of the Stock, I hereby
represent to the Company that I am acquiring the Stock for my own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Securities Art").

I understand that if, at the time of exercise, the Stock has
not been registered under the Securities Act, I must hold such Stock
indefinitely unless the Stock is subsequently registered and qualified under the
Securities Act or is exempt from such registration and qualification. I shall
make no transfer or disposition of the Stock unless (a) such transfer or
disposition can be made without registration under the Securities Act by reason
of a specific exemption from such registration and such qualification, or
(b) a registration statement has been filed pursuant to the Securities Act
and has been declared effective with respect to such disposition. I agree that
each certificate representing the Stock delivered to me shall bear substantially
the same legend as set forth on the front page of the Class A Warrant.

I further agree that the Company may place stop orders on the
certificates evidencing the Stock with the transfer agent, if any, to the same
effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon my furnishing to the Company of an opinion of
counsel (reasonably satisfactory to the Company) to the effect that such legend
may be removed.


	
Date: ______________________________ 
	
Signed: _________________________ 

                   Address: _____________________ 

                        ______________________ 






















Exhibit B

                  ASSIGNMENT

(To be Executed by the Holder to Effect Transfer of the
Attached Class A Warrant)

For Value Received _____________ hereby sells, assigns
and transfers to _____________ the Class A Warrant attached hereto and the
rights represented thereby to purchase ____________ shares of Common Stock in
accordance with the terms and conditions hereof, and does hereby irrevocably
constitute and appoint ___________ as attorney to transfer such Class A Warrant
on the books of the Company with full power of substitution.




	
Please print or typewrite name and 

address of assignee:

                        ______________________ 

                        ______________________ 

                        ______________________

	
Please insert Social Security or other Tax
 Identification Number of Assignee:

                        ______________________