X0202 4 2005-01-20 0 0001009395 DIGITAL VIDEO SYSTEMS INC DVID 0001170998 EMPIRE CAPITAL PARTNERS LP C/O EMPIRE G P LLC 1GORHAM ISLAND WESTPORT CT 06880 0 0 1 0 Common Stock 2005-01-20 4 P 0 70817 .58 A 1114685 I See footnote Series C Convertible Preferred Stock 0 2004-12-27 Common Stock 573768 1721308 I See footnote Warrants .61 2004-12-27 2009-09-19 Common Stock 286883 1160651 I See footnote The Shares of Common Stock to which this note relates are held directly by Empire Capital Partners, L.P. a Delaware limited partnership ("Empire") as to 751,285 shares; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 64,749 shares; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 6,100 shares, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 273,318 shares and Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 19,233 shares. Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, Empire. Empire Capital Management L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over the securities held by, Offshore I and Offshore II and certain accounts owned by Charter Oak and Charter Oak II. Scott Fine and Peter Richards are the managing members of the General Partner and the Investment Manager. The Series C Convertible Preferred Stock (the "Preferred Shares") and the warrants (the "Warrants") to which this note relates are held directly by Empire Capital Partners, L.P. a Delaware limited partnership ("Empire") as to 501,078 Preferred Shares and 550,539 Warrants; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 934,297 Preferred Shares and 467,148 Warrants; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 174,046 Preferred Shares and 87,022 Warrants, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 92,917 Preferred Shares and 46,458 Warrants, Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 18,970 preferred Shares and 9,484 Warrants. The Reporting Persons disclaims beneficial ownership of any of the Issuer's securities owned by the Fund to which this form relates for purpose of Section 16 of the Securities Exchange Act of 1934, as amended. There is no expiration for these securities. /s/ Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. 2005-01-24 /s/ Peter J. Richards, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. 2005-01-24