October 6 2004 Exhibit 10.66





EXHIBIT 10.66



SHARE EXCHANGE AGREEMENT



 

THIS AGREEMENT is made this 30th day of September, 2004
by and between DIGITAL VIDEO SYSTEMS, INC., with its principal executive offices
located at 430 Cambridge Avenue, Suite 110, Palo Alto, CA 94306
("DVS") and OXCAL VENTURE FUND, LP, with its principal executive
offices located at 17308 Avenida de la Herradura, Pacific Palisades, CA 90272
("Oxcal") with respect to the following facts:


RECITALS


WHEREAS, Oxcal is the owner of 550,000 common shares of
DVS Korea Co. Ltd., the principal subsidiary of DVS ("DVSK");


WHEREAS, Oxcal desires to transfer its ownership interest
in DVSK to DVS in exchange for stock in DVS and DVS desires to increase its
ownership interest in DVSK by becoming the owner of the 550,000 shares owned by
Oxcal.


NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS
FOLLOWS:


AGREEMENT


1.Transfer of Shares.  Oxcal hereby agrees
to transfer to DVS 550,000 common shares of DVSK currently owned by Oxcal, and
DVS agrees to accept such shares. In consideration therefor, DVS hereby agrees
to issue 396,722 authorized but unissued shares of its 8% Series C Convertible
Preferred Stock (the "Preferred Stock"), which number of shares is
equal to 115% of the value of the DVSK shares DVS will receive, calculated in
accordance with the valuation set forth in Section 2. 


2.Agreed Valuation. The parties hereby agree
that the 550,000 shares of DVSK shall be valued at 440 Korean won per share,
which is equal to the current fair market value of the DVSK stock, for a total
valuation of 242,000,000 Korean won. Based on the current conversion rate
between the Korean won to U.S. dollar, the common shares have a U.S. dollar
value of $210,435. The parties further agree that the value of DVS' stock to be
used for purposes of this transaction is $0.61, which is above the current fair
market value of the DVS common stock. The average closing price of the DVS
Common Stock between September 20, 2004 and September 30, 2004 is $0.554.


3.Additional Agreements.


3.1.DVS further agrees to issue to Oxcal a five-
year common stock purchase warrant, exercisable at $0.66, entitling the holder
to purchase up to 198,361 shares of DVS Common Stock. 


3.2.DVS shall use its best efforts to register
for resale the shares of Common Stock issuable upon conversion of the Preferred
Stock and exercise of the Warrants, by including such securities in the
registration statement it is obligated to file regarding the securities sold to
investors in a private placement of Preferred Stock and warrants that closed on
September 20, 2004. By this Agreement, Oxcal shall be granted the same rights as
are set forth in the Registration Rights Agreement executed in connection with
the private placement.


3.3.DVS hereby accepts all of the risk and cost
associated with the transfer of the shares.


3.4.Both parties agree to use their best efforts
to effect the issuances of the Securities as expeditiously as possible and to
cooperate with the other, where needed or desirable, to accomplish the issuances
as contemplated by this Agreement.




4.Restrictions on Securities.  The conversion
rights of the Preferred Stock is subject to stockholder approval in accordance
with current Nasdaq Marketplace Rules in connection with the private placement
referred to in Section 3.2 above. Accordingly, until receipt of stockholder
approval, the shares of Preferred Stock are nonconvertible and nonvoting. In the
event stockholder approval is not received by March 31, 2005, the holders of the
Preferred Stock shall have the right to demand that DVS redeem the Preferred
Stock by payment of the $0.61 per share value set forth in Section 2, plus any
accrued dividend. 


5.Representations and Warranties of Oxcal.
Oxcal hereby represents and warrants that:  


5.1.It is the sole owner of and has lawful right to sell
and transfer the DVSK common shares.


5.2.The DVSK common shares are free and clear of all
liens and encumbrances. 


5.3.It is an "accredited
investor" within the meaning of Regulation D under the Securities Act of
1933, as amended.


5.4.It is acquiring the Securities for investment
purposes only and without a view to resell in connection with any
distribution.


5.5.It is familiar with the business and
operations of DVS and has the opportunity to ask DVS any and all questions, and
examine any documents or financial statements that Oxcal desires.


5.6.It has not relied on any information provided
by DVS in connection with the purchase of the Securities.




6.Representations and Warranties of DVS.  DVS
hereby represents and warrants that:


6.1It has taken all necessary action to approve the
transaction that is the subject of this Agreement and the issuance of the
Securities contemplated hereby and has reserved a sufficient number of shares of
Preferred Stock and shares of Common Stock issuable upon conversion of the
Preferred Stock and exercise of the Warrants to carry out the intent of this
Agreement.


6.2It has placed in its preliminary proxy
statement for its annual meeting of stockholders, which it filed with the
Securities and Exchange Commission on September 24, 2004, a proposal seeking to
obtain stockholder approval of the conversion rights of the Preferred Stock and
will hold its annual meeting as soon as possible.




7.Miscellaneous.  This Agreement:  (a) may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute on and the same document;
(b) and the documents to be delivered hereunder constitute the entire
understanding and agreement among the parties hereto concerning the subject
matter hereof; and (c) shall in all respects be interpreted and construed in
accordance with and governed by the internal laws of the State of
California.


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


DIGITAL VIDEO SYSTEMS, INC.


By:/s/ Thomas A. Spanier

         Thomas A. Spanier

        Chief Executive Officer





OXCAL VENTURE FUND, LP



By:/s/ Stevan A. Birnbaum

         Stevan A. Birnbaum

        President of Oxcal Venture Corp.

        General Partner