October 6 2004 Exhibit 4.15






EXHIBIT 4.15


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 30, 2004
	
Warrant to Purchase

                              198,361 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: $0.66 per share, subject to adjustment as
provided below.

THIS IS TO CERTIFY that, for value received, OXCAL VENTURE
FUND, LP and its registered assigns (collectively, the "Holder"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, up to
198,361 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 September 30, 2004, which is the date of the closing
of the transaction in which these 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 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 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 Warrant shall not be
exercisable until the Company's stockholders have affirmatively voted in favor
of the transaction in which the Warrants are be issued to the initial holder,
together with the Company's Series C Convertible Preferred Stock.


	Exercise of Warrant. This 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 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 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 Warrant, a
properly executed Subscription and payment of the 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
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
Warrant is exercised in part, the Company shall issue a new Warrant to the
Holder covering the aggregate number of shares of Common Stock as to which this
Warrant remains exercisable for that is otherwise identical with this Warrant.
The Company acknowledges and agrees that this Warrant was issued on the Issuance
Date.


	Compliance with Act. The holder of this
Warrant, by acceptance hereof, agrees that this 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 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
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 Warrant and all Common Stock issued upon exercise of this 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 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
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 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 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 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 Warrant is transferred, in whole or in part, the
Company shall, upon surrender of this Warrant to the Company, deliver to each
transferee 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 Warrant on any replacement Warrant and, on each certificate
representing shares issuable upon exercise of this Warrant or any replacement
Warrants. Only a registered Holder may enforce the provisions of this Warrant
against the Company. A transferee of the original registered Holder becomes a
registered Holder only upon delivery to the Company of the original Warrant and
an original Assignment, substantially in the form set forth in
Exhibit B attached hereto.


	This 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 Warrant, the Holder
may elect to exchange this Warrant in whole or in part for shares of Common
Stock equal to the value of this Warrant (or the portion thereof being
canceled). The number of shares of Common Stock to be issued on any such
exchange of this 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 Warrant;

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

EP-equals the Warrant Price.




	In order to exchange this 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 Warrant (an "Exchange
Notice"), which Exchange Notice shall be irrevocable and specify the number of
shares of Common Stock for which this Warrant is to be so exchanged, together
with this 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
Warrant as Exhibit A-2, duly executed by the Holder.


	Upon receipt of such Exchange Notice and 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 Warrant. This 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 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 Warrant evidencing the rights of the Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant. Such new Warrant shall in all
other respects be identical with this Warrant.


	Adjustments to Warrant Price and Number of Shares
Subject to Warrant. The Warrant Price and the number of shares of Common
Stock purchasable upon the exercise of this 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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
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 Warrant, shares of Common Stock issuable from
time to time upon exercise of this Warrant, (b) will not increase the par
value of any shares of capital stock receivable upon exercise of this 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 Warrant and the Common Stock issuable upon exercise
of this 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
Warrant. Upon exercise of this 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 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 Warrant and the Common
Stock issuable upon exercise of this Warrant are not registered under the
Securities Act, or qualified under applicable state securities laws on the
ground that the issuance of this 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 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
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 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 Warrant and to evaluate
the suitability of an investment in this Warrant; and, in evaluating the
suitability of an investment in this 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
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 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 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 Warrant.


	Governing Law. This 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 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 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 Warrant to be
executed by its duly authorized officer as of the date first set forth
above.

Digital Video Systems, Inc.

 

 

By: /s/ Thomas A. Spanier

          Thomas A. Spanier

        Chief Executive Officer

Accepted

Oxcal Venture Fund, LP

 

By: ____________________________

         Stevan A. Birnbaum, President of

        Oxcal Venture Corp., the General Partner












[Signature Page to Warrant]

















EXHIBIT A -1

SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To
Purchase Common Stock Evidenced by the Within 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 Warrant (the "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
Warrant, the undersigned requests that a new 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 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 Warrant 

for shares of Common Stock]

The undersigned registered owner of this Warrant irrevocably
exchanges this Warrant for ________________ shares of Common Stock of Digital
Video Systems, Inc., at the exchange ratio and on the terms and conditions
specified in this 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 Warrant, that a new 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 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 Warrant)

For Value Received _____________ hereby sells, assigns
and transfers to _____________ the 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 Warrant on the
books of the Company with full power of substitution.


	
Date: ___________________________
	
                Signed: ___________________________





	
Please print or typewrite name and 

address of assignee:

________________________________

________________________________

________________________________

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

________________________________