INDEMNIFICATION AGREEMENT


             


            
            THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered
            into effective as of [see schedule], by and between RVISION, INC., a Nevada corporation
            (the “Corporation”), and [see schedule] (“Indemnitee”), based
            on the following:


             


            
            Premises


             


            
            A.         The Revised and
            Restated Articles of Incorporation of the Corporation (the “Articles”) and
            the Bylaws (the “Bylaws”) provide for indemnification of the
            Corporation’s directors and officers to the fullest extent permitted by any
            applicable and controlling Nevada law, statute, rule, decision, or finding
            (collectively, “Nevada Law”) and contemplate that contracts and other
            arrangements may be entered into respecting indemnification of officers and
            directors.


             


            
            B.         The parties
            recognize the difficulty in obtaining liability insurance for the Corporation’s
            directors, officers, employees, stockholders, controlling persons, agents, and
            fiduciaries, the significant increases in the cost of such insurance, and the general
            reductions in the coverage of such insurance. Furthermore, the parties further
            recognize the substantial increase in corporate litigation in general, subjecting
            directors, officers, employees, controlling persons, stockholders, agents, and
            fiduciaries to expensive litigation risks at the same time as the availability and
            coverage of liability insurance have been severely limited.


             


            
            C.         Indemnitee does
            not regard the current protection available under the Articles, Bylaws, and insurance
            as adequate under the present circumstances, and Indemnitee and other directors,
            officers, employees, stockholders, controlling persons, agents, and fiduciaries of the
            Corporation may not be willing to serve in such capacities without additional
            protection. Moreover, the Corporation (i) desires to attract and retain the
            involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation
            and, in part, in order to induce Indemnitee to be involved with the Corporation,
            (ii) wishes to provide for the indemnification and advancing of expenses to
            Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure
            Indemnitee that there will be increased certainty of adequate protection in the
            future.


             


            
            D.         In addition to
            any insurance purchased by the Corporation on behalf of Indemnitee, it is reasonable,
            prudent, and necessary for the Corporation to obligate itself contractually to
            indemnify Indemnitee so that he may remain free from undue concern that he will not be
            adequately protected both during his service as an executive officer and a director of
            the Corporation and following any termination of such service.


             


            
            E.         This Agreement
            is a supplement to and in furtherance of the Articles and Bylaws and shall not be
            deemed a substitute therefor or to abrogate any rights of Indemnitee
            thereunder.


             


            
            F.          The
            directors of the Corporation have duly approved this Agreement and the indemnification
            provided herein with the express recognition that the indemnification arrangements
            provided herein exceed that which the Corporation would be required to provide pursuant
            to Nevada Law.


             

            
            


            

            

            
            Agreement


             


            
            NOW, THEREFORE, in consideration of the premises and the covenants
            contained herein, the Corporation and Indemnitee do hereby covenant and agree as
            follows:


             


            
                	
                            
                             

                        	
                            
                            1.

                        	
                            
                            Definitions. As used in
                            this Agreement:

                        


            


             


            
            (a)         The term
            “Indemnifiable Matter” means any event, occurrence, status, or condition
            that takes place either prior to or after the execution of this Agreement, including
            any threatened, pending, or completed action, suit, proceeding, or alternative dispute
            resolution activity, whether brought by or in the right of the Corporation or otherwise
            and whether of a civil, criminal, administrative, or investigative nature, in which
            Indemnitee was, is, or believes he might be involved as a party, witness, or otherwise
            (except any of the foregoing initiated by Indemnitee pursuant to section 15 to enforce
            Indemnitee’s rights under this Agreement): (i) by reason of the fact, in
            whole or in part, that Indemnitee is or was actually or allegedly a director, officer,
            agent, or advisor of the Corporation; (ii) by reason of any action actually or
            allegedly taken by him or of any inaction or omission on his part while acting as a
            director, officer, agent, or advisor of the Corporation; (iii) by reason of the
            registration, offer, sale, purchase, or ownership of any securities of the Corporation;
            (iv) by reason of any duty owed to, respecting, or in connection with the
            Corporation; or (v) by reason of the fact, in whole or in part, that he is or was
            actually or allegedly serving at the request of the Corporation as a director, officer,
            employee, agent, or advisor of another corporation, partnership, joint venture, trust,
            limited liability company, or other entity or enterprise; in each case, whether or not
            he is acting or serving in any such capacity at the time any loss, liability, or
            expense is incurred for which indemnification or reimbursement can be provided under
            this Agreement and even though Indemnitee may have ceased to serve in such
            capacity.


            
             


            
            (b)        The term
            “Losses” means (i) any and all losses, claims, damages, expenses,
            liabilities, judgments, fines, penalties, and actions in respect thereof, as they are
            incurred, against Indemnitee in connection with an Indemnifiable Matter;
            (ii) amounts paid by Indemnitee in settlement of an Indemnifiable Matter;
            (iii) any indirect, consequential, or incidental damages suffered or incurred by
            Indemnitee; and (iv) all attorneys’ fees and disbursements,
            accountants’ fees and disbursements, private investigation fees and
            disbursements, retainers, court costs, payments of attachment, appeal, or other bonds
            or security, transcript costs, fees of experts, fees and expenses of witnesses, travel
            expenses, duplicating costs, printing and binding costs, telephone charges, postage,
            delivery service fees, and all other disbursements or expenses reasonably incurred by
            or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or
            defend, investigating, appealing, or being or preparing to be a witness in any
            threatened or pending Indemnifiable Matter or establishing Indemnitee’s right or
            entitlement to indemnification for any of the foregoing.


            
             


            
            (c)         Reference to
            “other enterprise” shall include employee benefit plans; references to
            “fines” shall include any excise tax assessed with respect to any employee
            benefit plan; references to “serving at the request of the Corporation”
            shall include any service as a director, officer, employee, agent, or advisor with
            respect to an employee benefit plan, its participants, or beneficiaries; and a person
            who acted in good faith and in a manner he reasonably believed to be in the interests
            of the participants and beneficiaries of an employee benefit plan shall be deemed to
            have acted in a manner “not opposed to the best interests of the
            Corporation” as referred to in this Agreement.


            
             


            
            (d)        The term
            “Indemnitee” shall include the Indemnitee named in the first paragraph of
            this Agreement  and   such  Indemnitee’s 
            actual   or  alleged   alter   egos,  
            spouse,   family   members,   and


            
             


            
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            corporations, partnerships, limited liability companies, trusts, and
            other enterprises or entities of any form whatsoever under the control of any of the
            foregoing, and the property of all of the foregoing. The term “control”
            (including the terms “controlling,” “controlled by,” and
            “under common control with”) means the possession, direct or indirect, of
            the power to direct or cause the direction of the management and policies of a person
            or entity, whether through the ownership of voting securities, by contract, or
            otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange
            Act of 1934 (“Exchange Act”).


            
             


            
            (e)         The term
            “substantiating documentation” shall mean copies of bills or invoices for
            costs incurred by or for Indemnitee, or copies of court or agency orders, decrees, or
            settlement agreements, as the case may be, accompanied by a declaration, which need not
            be notarized, from Indemnitee that such bills, invoices, court or agency orders,
            decrees, or settlement agreements represent costs or liabilities meeting the definition
            of “Losses” herein.


            
             


            
            (f)         Except as
            provided in section 14, the term “Independent Counsel” shall mean an
            attorney, law firm, or member of a law firm, who (or which) is licensed to practice law
            in the state of Nevada and is experienced in matters of corporation law and neither
            presently is, nor in the past five years has been, retained to represent (i) the
            Corporation or Indemnitee in any other matter material to either such party; or
            (ii) any other party to the Indemnifiable Matter giving rise to a claim for
            indemnification hereunder. Notwithstanding the foregoing, the term “Independent
            Counsel” shall not include any person who, under the applicable standards of
            professional conduct then prevailing, would have a conflict of interest in representing
            either the Corporation or Indemnitee in an action to determine Indemnitee’s
            rights under this Agreement. From time to time, the Corporation may select and
            preapprove the names of persons or law firms that it deems qualified as Independent
            Counsel under the foregoing criteria. Further, at the request of Indemnitee, the
            Corporation shall review the qualifications and suitability under the foregoing
            criteria of persons or law firms selected by Indemnitee and preapprove them as
            Independent Counsel if they meet the foregoing criteria. An Independent Counsel that
            has already been preapproved by the board of directors may be appointed as Independent
            Counsel without any further evaluation, so long as such prospective Independent Counsel
            continues, as determined by the board of directors, to remain independent.


            
             


            
            (g)        A “Change in
            Control” shall be deemed to have occurred if (i) any “person”
            (as such term is used in Section 13(d)(3) of the Exchange Act), other than a trustee or
            other fiduciary holding securities under an employee benefit plan of the Corporation or
            a corporation owned directly or indirectly by the stockholders of the Corporation in
            substantially the same proportions as their ownership of stock of the Corporation,
            (1) that is or becomes the beneficial owner, directly or indirectly, of securities
            of the Corporation representing 20% or more of the combined voting power of the
            Corporation’s then-outstanding voting securities, increases its beneficial
            ownership of such securities by 5% or more over the percentage so owned by such person,
            or (2) becomes the “beneficial owner” (as defined in Rule 13d-3 under
            the Exchange Act), directly or indirectly, of securities of the Corporation
            representing more than 30% of the total voting power represented by the
            Corporation’s then-outstanding voting securities, (ii) during any period of
            two consecutive years, individuals who at the beginning of such period constitute the
            board of directors of the Corporation and any new director whose election by the board
            of directors or combination for election by the Corporation’s stockholders was
            approved by a vote of at least two-thirds of the directors then still in office who
            either were directors at the beginning of the period or whose election or nomination
            for election was previously so approved, cease for any reason to constitute a majority
            thereof, or (iii) the stockholders of the Corporation approve a merger or
            consolidation of the Corporation with any other corporation other than a merger or
            consolidation that would result in the voting securities of the Corporation outstanding
            immediately  prior   thereto  continuing   to
             represent  (either   by  remaining  
            outstanding  or  by  being


            
             


            
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            converted into voting securities of the surviving entity) at least
            two-thirds of the total voting power represented by the voting securities of the
            Corporation or such surviving entity outstanding immediately after such merger or
            consolidation, or the stockholders of the Corporation approve a plan of complete
            liquidation of the Corporation or an agreement for the sale or disposition by the
            Corporation of (in one transaction or a series of transactions) all or substantially
            all of the Corporation’s assets.


             


            
            2.          
            Indemnity of Indemnitee. The Corporation
            hereby agrees to indemnify, protect, defend, and hold harmless Indemnitee against any
            and all Losses incurred by reason of the fact that Indemnitee is or was a director,
            officer, agent, or advisor of the Corporation, or is or was serving at the request of
            the Corporation as a director, officer, employee, agent, or advisor of another
            corporation, partnership, joint venture, trust, limited liability company, or other
            entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of
            any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or
            upon a plea of nolo contendere or
            its equivalent, shall not, of itself, create a presumption that Indemnitee is not
            entitled to indemnification, and with respect to any criminal proceeding, shall not
            create a presumption that such person believed that his conduct was unlawful. The
            indemnification provided herein shall be applicable whether or not the breach of any
            standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is
            alleged or proven, except as limited by section 3 herein. Notwithstanding the
            foregoing, in the case of any Indemnifiable Matter brought by or in the right of the
            Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue,
            or matter as to which Indemnitee has been adjudged by a court of competent
            jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
            Corporation or for amounts paid in settlement to the Corporation unless, and only to
            the extent that, the court in which the Indemnifiable Matter was brought or another
            court of competent jurisdiction determines, on application, that in view of all the
            circumstances, the person is fairly and reasonably entitled to indemnity for such
            expenses as the court deems proper.


             


            
            3.          
            Limit on Indemnification. Notwithstanding
            any breach of any standard of care or duty, including breach of a fiduciary duty, by
            the Indemnitee, the Corporation shall indemnify Indemnitee except when a final
            adjudication establishes that Indemnitee’s acts or omissions involved intentional
            misconduct, fraud, or a knowing violation of law and were material to the cause of
            action.


             


            
            4.          
            Choice of Counsel. Indemnitee shall be
            entitled to employ and be reimbursed for the fees and disbursements of counsel separate
            from that chosen by any other person or persons whom the Corporation is obligated to
            indemnify with respect to the same or any related or similar Indemnifiable
            Matter.


             


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            Losses.

                        


            


             


            
            (a)         Losses (other
            than judgments, penalties, fines, and settlements) incurred by Indemnitee shall be paid
            by the Corporation, in advance of the final disposition of the Indemnifiable Matter,
            within 10 days after receipt of Indemnitee’s written request accompanied by
            substantiating documentation.


            
             


            
            (b)        Indemnitee hereby
            undertakes to repay to the Corporation any advances of Losses pursuant to this
            Agreement to the extent that it is ultimately determined that Indemnitee is not
            entitled to indemnification.


            
             


            
            6.          
            Officer and Director Liability Insurance.
            The Corporation shall, from time to time, make the good faith determination whether or
            not it is practicable for the Corporation to obtain and maintain a policy or policies
            of insurance with reputable insurance companies providing the officers and directors of
            the Corporation with coverage  for Losses  or to ensure  the
            Corporation’s  performance of  its indemnification 
            obligations  under this


            
             


            
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            Agreement. Among other considerations, the Corporation will weigh the
            costs of obtaining such insurance coverage against the protection afforded by such
            coverage. The Corporation shall consult with and be heard by Indemnitee in connection
            with the Corporation’s actions hereunder. In all policies of director and officer
            liability insurance, (a) Indemnitee shall be named as an insured in such a manner
            as to provide Indemnitee the same rights and benefits as are accorded to the most
            favorably insured of the Corporation’s directors, if Indemnitee is a director, or
            of the Corporation’s officers, if Indemnitee is not a director of the Corporation
            but is an officer; and (b) the policy shall provide that it shall not be cancelled
            or materially modified without 30 days’ prior written notice to Indemnitee.
            Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or
            maintain such insurance if the Corporation determines in good faith that such insurance
            is not reasonably available, if the premium costs for such insurance are
            disproportionate to the amount of coverage provided, if the coverage provided by such
            insurance is limited by exclusions so as to provide an insufficient benefit, or if
            Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the
            Corporation.


             


            
            7.          
            Indemnification Trust Fund or Other Financial
            Arrangements. Pursuant to Nevada Revised Statutes
            § 78.752 or any successor Nevada Law, the Corporation may establish an
            indemnification trust fund or make other financial arrangements acceptable to
            Indemnitee for Indemnitee’s benefit. Indemnitee shall be an intended third-party
            beneficiary of any such fund or arrangement, with the right, power, and authority of
            the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead
            of the Corporation or otherwise, for Indemnitee’s benefit. Such fund or other
            arrangements shall be available to Indemnitee for payment of Losses upon the
            Corporation’s failure, inability, or refusal to pay Losses incurred by the
            Indemnitee.


             


            
            8.          
            Right of Indemnitee to Indemnification upon Application; Selection of
            Independent Counsel; Procedure upon Application.


             


            
            (a)         Any application
            for indemnification under this Agreement, other than when Losses are paid in advance of
            any final disposition pursuant to section 5 hereof, shall be submitted to the board of
            directors. If a quorum of the board of directors were not parties to the action, suit,
            proceeding, or other matter, a majority of the directors who were not parties to the
            action, suit, proceeding, or other matter may determine whether indemnification of the
            applicant is not prohibited by law or may have such determination made by Independent
            Counsel in a written decision. If a quorum of the board directors who were not parties
            to the action cannot be obtained, the board of directors shall have such determination
            made by Independent Counsel in a written decision. Notwithstanding the foregoing,
            however, the board of directors may under any circumstances submit the determination of
            whether indemnification is proper in the circumstances to the stockholders. The board
            of directors shall respond to a request for indemnification or initiate the process of
            submitting the determination to the stockholders within 45 days after receipt by the
            Corporation of the written application for indemnification.


            
             


            
            (b)        If required,
            Independent Counsel shall be selected by the board of directors, and the Corporation
            shall give written notice to Indemnitee advising him of the identity of Independent
            Counsel so selected. Indemnitee may, within seven days after such written notice of
            selection shall have been given, deliver to the Corporation a written objection to such
            selection. Such objection may be asserted only on the ground that Independent Counsel
            so selected does not meet the requirements of “Independent Counsel,” as
            defined in section 1, and the objection shall set forth with particularity the factual
            basis of such assertion. If such written objection is made, Independent Counsel so
            selected may not serve as Independent Counsel unless and until a court has determined
            that such objection is without merit. If, within 20 days after submission by Indemnitee
            of a written objection to the Independent Counsel selected, the Corporation has failed
            to identify a replacement Independent Counsel,  the  Indemnitee 
             may  petition  any   court  of  competent  
            jurisdiction  for  resolution  of  any


            
             


            
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            objection that shall have been made by Indemnitee to the
            Corporation’s selection of Independent Counsel and for appointment as Independent
            Counsel of a person selected by such court or by such other person as such court shall
            designate, and the person with respect to whom an objection is so resolved or the
            person so appointed shall act as Independent Counsel. The Corporation shall pay any and
            all reasonable fees and expenses of Independent Counsel incurred by such Independent
            Counsel in connection with its fees and expenses incident to the procedures of this
            section 8 regardless of the manner in which such Independent Counsel was selected or
            appointed.


            
             


            
            (c)         The right to
            indemnification or advances as provided by this Agreement shall be enforceable by
            Indemnitee in any court of competent jurisdiction. The burden of proving that
            indemnification is not appropriate shall be on the Corporation. Neither the failure of
            the Corporation (including its board of directors or Independent Counsel) to have made
            a determination prior to the commencement of such action that indemnification is proper
            in the circumstances, nor an actual determination by the Corporation (including its
            board of directors or Independent Counsel) that indemnification is not proper in the
            circumstances, shall be a defense to the action, suit, proceeding, or other matter or
            create a presumption that indemnification is not proper in the
            circumstances.


            
             


            
            9.          
            Notice to Insurers. If at the time of the
            receipt of an application for indemnification pursuant to section 2 hereof or a request
            for advances of Losses pursuant to section 5 hereof, the Corporation has director and
            officer liability insurance in effect, the Corporation shall give prompt notice of the
            commencement of such Indemnifiable Matter to the insurers in accordance with the
            procedures set forth in the respective policies. The Corporation shall thereafter take
            all necessary or desirable actions to cause such insurers to pay, on behalf of the
            Indemnitee, all amounts payable as a result of such Indemnifiable Matter in accordance
            with the terms of such policies.


             


            
            10.        
            Indemnification Hereunder Not Exclusive.
            The indemnification and advancement of Losses provided by this Agreement shall not be
            deemed exclusive of any other rights to which Indemnitee may be entitled under the
            Articles or Bylaws, Nevada Law, any policy or policies of directors’ and
            officers’ liability insurance, any other agreement, any vote of stockholders or
            disinterested directors, or otherwise, both as to action in his official capacity and
            as to action in another capacity while holding such office (together, “Other
            Indemnification”). However, Indemnitee shall reimburse the Corporation for
            amounts paid to him under Other Indemnification and not under this Agreement in an
            amount equal to any payments received pursuant to such Other Indemnification, to the
            extent such payments duplicate any payments received pursuant to this
            Agreement.


             


            
            11.        
            Continuation of Indemnity. All agreements
            and obligations of the Corporation contained herein shall continue during the period
            Indemnitee is a director, officer, employee, agent, or advisor of the Corporation (or
            is or was serving at the request of the Corporation as a director, officer, employee,
            agent, or advisor of another corporation, partnership, joint venture, trust, limited
            liability company, or other enterprise) and shall continue thereafter so long as
            Indemnitee shall be subject to any possible Indemnifiable Matter.


             


            
            12.        
            Partial Indemnification. If Indemnitee is
            entitled under any provision of this Agreement to indemnification by the Corporation
            for some or a portion of Losses, but not, however, for the total amount thereof, the
            Corporation shall nevertheless indemnify Indemnitee for the portion of such Losses to
            which Indemnitee is entitled.


             


            
            13.        
            Settlement of Claims. The Corporation shall
            not be liable to indemnify Indemnitee under this Agreement for any amounts paid in
            settlement of any Indemnifiable Matter effected without the Corporation’s written
            consent. The Corporation shall not settle any Indemnifiable Matter in any manner that
            would impose any penalty or limitation on Indemnitee’s rights under this
            Agreement without Indemnitee’s written consent. Neither


            
             


            
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            the
            Corporation nor Indemnitee will unreasonably withhold its consent to any proposed
            settlement. The Corporation shall not be liable to indemnify Indemnitee under this
            Agreement with regard to any judicial award if the Corporation was not given a
            reasonable and timely opportunity, at its expense, to participate in the defense of
            such action.


             


            
            14.        
            Change in Control. The Corporation agrees
            that if there is a Change in Control of the Corporation (other than a Change in Control
            that has been approved by a majority of the Corporation’s board of directors who
            were directors immediately prior to such Change in Control), then, with respect to all
            matters thereafter arising concerning the rights of Indemnitee to payments of Losses
            under this Agreement or any other agreement, or under the Articles or Bylaws as now or
            hereafter in effect, independent counsel shall be selected by the Indemnitee and
            approved by the Corporation (which approval shall not be unreasonably withheld). Such
            counsel, among other things, shall render its written opinion to the Corporation and
            Indemnitee as to whether and to what extent Indemnitee would be permitted to be
            indemnified under Nevada Law as determined in accordance with section 16(d). The
            Corporation agrees to abide by such opinion and to pay the reasonable fees of the
            independent counsel referred to above and to fully indemnify such counsel against any
            and all expenses (including attorneys’ fees), claims, liabilities, and damages
            arising out of or relating to this Agreement or its engagement pursuant
            hereto.


             


            
                	
                            
                             

                        	
                            
                            15.

                        	
                            
                            Enforcement.

                        


            


             


            
            (a)         The Corporation
            expressly confirms and agrees that it has entered into this Agreement and assumed the
            obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as
            a director or officer of the Corporation, and acknowledges that Indemnitee is relying
            upon this Agreement in continuing as a director or officer. The Corporation shall be
            precluded from asserting in any action commenced pursuant to this section 15 that the
            procedures and presumptions in this section are not valid, binding, and enforceable and
            shall stipulate in any such judicial proceedings that the Corporation is bound by all
            of the provisions of this Agreement.


            
             


            
            (b)        In any action
            commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to
            indemnification and advancement of Losses in accordance with section 5 under this
            Agreement, as the case may be, and the Corporation shall have the burden of proof in
            overcoming such presumption and must show by clear and convincing evidence that
            Indemnitee is not entitled to indemnification or advancement of Losses, as the case may
            be.


            
             


            
            (c)         The execution
            of this Agreement shall constitute the Corporation’s stipulation by which it
            shall be irrevocably bound in any action by Indemnitee for enforcement of
            Indemnitee’s rights hereunder that the Corporation’s obligations set forth
            in this Agreement are unique and special, and that failure of the Corporation to comply
            with the provisions of this Agreement will cause irreparable and immediate injury to
            Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to
            any other right or remedy Indemnitee may have at law or in equity respecting a breach
            of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief
            directing specific performance by the Corporation of its obligations under this
            Agreement.


            
             


            
            (d)        In the event that
            Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur
            other costs and expenses in connection with the interpretation or enforcement of any or
            all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to
            recover from the Corporation, and the Corporation shall indemnify Indemnitee against,
            any and all fees, costs, and expenses (of the types described in the definition of
            Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or
            enforcement of said rights.


            
             


            
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            The Corporation shall make payment to the Indemnitee at the time such
            fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does
            not prevail in such action under this section 15, Indemnitee shall repay any and all
            such amounts to the Corporation. If it shall be determined in an action pursuant to
            this section 15 that Indemnitee is entitled to receive part but not all of the
            indemnification or advancement of fees, costs, and expenses or other benefit sought,
            the expenses incurred by Indemnitee in connection with an action pursuant to this
            section 15 shall be equitably allocated between the Corporation and Indemnitee.
            Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee
            shall be entitled to indemnification under this section 15 regardless of whether
            Indemnitee ultimately prevails in such judicial adjudication or arbitration. This
            section 15(d) is not subject to the provisions of section 8.


            
             


            
            16.        
            Governing Law; Binding Effect; Amendment and Termination;
            Construction.


            
             


            
            (a)         This Agreement
            shall be interpreted and enforced in accordance with Nevada Law.


            
             


            
            (b)        This Agreement shall
            be binding upon the Corporation, its successors and assigns, and shall inure to the
            benefit of Indemnitee, such Indemnitee’s actual or alleged alter egos, spouse,
            family members, and corporations, partnerships, limited liability companies, trusts,
            and other enterprises or entities of any form whatsoever under the control of any of
            the foregoing, the property of all of the foregoing, and the successors and assigns of
            all of the foregoing.


            
             


            
            (c)         No amendment,
            modification, termination, or cancellation of this Agreement shall be effective unless
            in writing signed by the Corporation and Indemnitee.


            
             


            
            (d)        This Agreement shall
            be construed liberally in favor of the Indemnitee to the fullest extent possible under
            Nevada Law, even if such indemnification is not specifically authorized by this
            Agreement or any other agreement, the Articles or Bylaws, or by Nevada Law. In the
            event Nevada Law is changed after the date of this Agreement, through statutory
            amendment, judicial interpretation, administrative regulations, or otherwise, to allow
            additional indemnification or to remove or restrict current limitations on
            indemnification, this Agreement shall be deemed to be amended and reformed so that
            Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the
            event of any change in Nevada Law that narrows or restricts the right of a Nevada
            corporation to indemnify Indemnitee, such change, to the extent not otherwise required
            by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no
            effect on this Agreement or the rights and obligations of the parties
            hereunder.


            
             


            
            17.        
            Mutual Acknowledgement. Both the
            Corporation and Indemnitee acknowledge that in certain instances, federal law or
            applicable public policy may prohibit the Corporation from indemnifying its directors
            and officers under this Agreement or otherwise. Indemnitee understands and acknowledges
            that the Corporation may be required in the future to undertake with the Securities and
            Exchange Commission to submit the question of indemnification to a court in certain
            circumstances for a determination of the Corporation’s right under public policy
            to indemnify Indemnitee.


             


            
            18.        
            Severability. If any provision of this
            Agreement shall be held to be invalid, illegal, or unenforceable:


             


            
            (a)         the validity,
            legality, and enforceability of the remaining provisions of this Agreement shall not be
            in any way affected or impaired thereby; and


            
             


            
            8


             

            
            


            

            

            
            (b)        to the fullest extent
            possible, the provisions of this Agreement shall be construed so as to give effect to
            the intent manifested by the provision held invalid, illegal, or
            unenforceable.


            
             


            Each
            section of this Agreement is a separate and independent portion of this Agreement. If
            the indemnification to which Indemnitee is entitled as respects any aspect of any claim
            varies between two or more sections of this Agreement, that section providing the most
            comprehensive indemnification shall apply.


             


            
            19.        
            Notice. Any notice, demand, request, or
            other communication permitted or required under this Agreement shall be in writing and
            shall be deemed to have been given as of the date so delivered, if personally served;
            as of the date so sent, if transmitted by facsimile and receipt is confirmed by the
            facsimile operator of the recipient; as of the date so sent, if sent by electronic mail
            and receipt is acknowledged by the recipient; one day after the date so sent, if
            delivered by overnight courier service; or three days after the date so mailed, if
            mailed by certified mail, return receipt requested, addressed as follows:


             


            
                	
                            
                             

                        	
                            
                            If to the Corporation:

                        	
                            
                            RVision, Inc.

                        


            


            
                	
                            
                             

                        	
                            
                            2365 A Paragon Drive

                        


            


            
                	
                            
                             

                        	
                            
                            San Jose, CA 95131

                        


            


            
                	
                            
                             

                        	
                            
                            Facsimile: (408) 437-9923

                        


            


            
                	
                            
                             

                        	
                            
                            E-mail: gejohnston@drayvision.com

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            If to Indemnitee, to:

                        	
                            
                            [see schedule]

                        


            


            
             


            or
            such other addresses, facsimile numbers, or electronic mail address as shall be
            furnished in writing by any party in the manner for giving notices
            hereunder.


             


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


             


            
                	
                            
                             

                        	
                            
                            Corporation:

                        


            


             


            
                	
                            
                             

                        	
                            
                            RVISION, INC.

                        


            


             


            
                	
                            
                             

                        	
                            
                            By:
                            /s/                                               

                        


            


            
                	
                            
                             

                        	
                            
                            Its President

                        


            


             


            
                	
                            
                             

                        	
                            
                            Indemnitee:

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            [see schedule]

                        


            


             


            
            Schedule of Indemnification Agreements for Officers and
            Directors


             


            
                	
                            
                            Name of Indemnitee

                        	
                            
                            Date of Indemnification
                            Agreement

                        
	
                            
                            Gregory E. Johnston

                        	
                            
                            December 14, 2005

                        
	
                            
                            Bryan M. Kelly

                        	
                            
                            December 14, 2005

                        
	
                            
                            William P. Crowell

                        	
                            
                            December 14, 2005

                        
	
                            
                            Howard S. Landa

                        	
                            
                            December 14, 2005

                        
	
                            
                            John A. Gordon

                        	
                            
                            June 12, 2006

                        
	
                            
                            Miles Mochizuki

                        	
                            
                            October 1, 2007

                        


            


             


             


            
            9