September 24 2004 Exhibit 4.14





EXHIBIT 4.14




THIS GREEN SHOE 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
	
Green Shoe Warrant to Purchase

                   _________ Shares of 8% Series C Preferred Stock

                   and _________ Class A Warrants






DIGITAL VIDEO SYSTEMS, INC.

                  (Incorporated under the laws of the State of Delaware)

GREEN SHOE WARRANT FOR THE PURCHASE OF

                  SHARES OF 8% SERIES C CONVERTIBLE PREFERRED STOCK

                  AND CLASS A WARRANTS OF

                  DIGITAL VIDEO SYSTEMS, INC.

Warrant Price: $0.61 per share of Series C Preferred and 50%
Class A Warrants, 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 and subject to the final sentence of this paragraph, up to
______________________ (_________) shares of the $0.0001 par value 8% Series C
Convertible Preferred Stock ("Series C Preferred Stock"), together with Class A
Warrants to purchase up fifty percent (50%) of the number of shares of $0.0001
par value common stock ("Common Stock") into which the Series C Preferred Stock
is convertible (the "Class A Warrants") of Digital Video Systems, Inc., a
Delaware corporation (the "Company"), and to receive certificate(s) for the
Series C Preferred Stock and Class A Warrants (collectively, the "Securities")
so purchased. This Green Shoe Warrant, if exercised, will also entitle the
Holder to receive Class B Warrants on the third (3rd) anniversary of the
original Closing Date of the transaction in which the Series C Preferred Stock
was issued, in an amount equal to fifty percent (50%) of the number of shares of
Series C Preferred Stock then held by the Holder.




	Exercise Period and Vesting. The exercise period
is the period beginning on the effective date of the registration statement
covering the resale of the Securities (the "Effective Date") and ending at 5:00
p.m., California time, on the tenth (10th) day following the Effective Date (the
"Exercise Period"). 


	Exercise of Green Shoe Warrant. This Green Shoe
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 Green Shoe 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 Securities 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 Green Shoe Warrant, the Holder will for all purposes be deemed to have
become the holder of record of the number of shares of Series C Preferred Stock
and Class A Warrants purchased hereunder on the date this Green Shoe Warrant, a
properly executed Subscription and payment of the Green Shoe Warrant Price is
received by the Company (the "Exercise Date"), irrespective of the date of
delivery of the certificate evidencing such Securities, 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 Securities
at the close of business on the next succeeding date on which the stock transfer
books are open. In the event this Green Shoe Warrant is exercised in part, the
Company shall issue a new Green Shoe Warrant to the Holder covering the
aggregate number of shares of Common Stock as to which this Green Shoe Warrant
remains exercisable for that is otherwise identical with this Green Shoe
Warrant, if the Exercise Period has not expired. The Company acknowledges and
agrees that this Green Shoe Warrant was issued on the Issuance Date.


	Compliance with Act. The holder of this
Green Shoe Warrant, by acceptance hereof, agrees that this Green Shoe Warrant,
and the Securities to be issued upon exercise hereof are being acquired for
investment and that such holder will not offer, sell or otherwise dispose of
this Green Shoe Warrant, or any Securities except under circumstances which will
not result in a violation of the Securities Act or any applicable state
securities laws. Upon exercise of this Green Shoe Warrant, unless the Securities
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 Securities 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 Green Shoe Warrant
and all Securities issued upon exercise of this Green Shoe 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 Green Shoe
Warrant shall not be transferable. 


	Adjustments to Warrant Price and Number of Securities
Subject to Green Shoe Warrant. The Warrant Price and the number of shares of
Series C Preferred Stock and Class A Warrants purchasable upon the exercise of
this Green Shoe Warrant are subject to adjustment from time to time upon the
occurrence of a stock split or reverse stock split applicable to the Company's
Common Stock or any other such event of recapitalization so as to provide the
Holder with the same proportionate right to purchase the Securities as it had
prior to such recapitalization event.


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


	No Rights as a Stockholder. This Green Shoe
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.


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



	This Green Shoe Warrant and the Securities issuable upon
exercise of this Green Shoe 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 Green Shoe Warrant. Upon exercise of this Green Shoe 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 Green Shoe 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 Green Shoe Warrant and
the Securities issuable upon exercise of this Green Shoe Warrant are not
registered under the Securities Act, or qualified under applicable state
securities laws on the ground that the issuance of this Green Shoe 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 Green Shoe
Warrant and the Securities 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
Green Shoe 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 Green Shoe 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 Green Shoe
Warrant and to evaluate the suitability of an investment in this Green Shoe
Warrant.


	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 Green Shoe 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 Green Shoe
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 Green Shoe Warrant.


	Governing Law. This Green Shoe 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 Green Shoe 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 Green Shoe 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 Green Shoe
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: ______________________________





























EXHIBIT A -1

                  SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To
Purchase Series C Preferred Stock and Class A Warrants Evidenced by the Within
Green Shoe Warrant)

The undersigned hereby irrevocably subscribes for
_________________ shares of 8% Series C Convertible Preferred Stock (the "Series
C Preferred Stock") and _____________ Class A Warrants (the "Securities") of
Digital Video Systems, Inc. (the "Company") pursuant to and in accordance with
the terms and conditions of the attached Green Shoe Warrant (the "Green Shoe
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 certificates
for the Securities be issued in the name of the undersigned and be delivered to
the undersigned at the address stated below. 

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


	
Date: ______________________________ 
	
Signed: _________________________ 

                   Address: _____________________ 

                        ______________________