Technology License Agreement

EXHIBIT 10.63

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (" Agreement ") is made and entered into as of _________, 2004 (the " Effective Date "), by and between Digital Video Systems, Inc., a Delaware corporation with its principal place of business at 430 Cambridge Avenue, Suite 110, Palo Alto, California 94306(" DVS "), and Enmedia, Inc., a Delaware corporation with its principal place of business at 866 Highlands Circle, Los Altos, California 94024 (" Enmedia ").

RECITALS

A. DVS is the owner or licensee of certain technology and intellectual property relating to video processing. Jack Benkual and Fung Shi were employees of DVS during the 2003-2004 timeframe and made contributions to DVS' technology and intellectual property during their employment at DVS.

B. DVS and Enmedia are concurrently entering into a certain Series A Preferred Stock Purchase Agreement, pursuant to which Enmedia shall issue shares of Series A Preferred Stock of Enmedia to DVS and DVS agrees to grant certain licenses to Enmedia to such technology and intellectual property .

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

AGREEMENT

1. License of Assets .

(a) DVS hereby grants to Enmedia a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license (including the right to grant sublicenses) to make, use, modify, reproduce, distribute, sell and otherwise exploit the " Licensed Assets " (as identified in Exhibit A ) as Enmedia sees fit in its sole discretion.

(b) DVS shall deliver to Enmedia all tangible materials (or copies thereof) within the Licensed Assets that are in DVS' possession or control within thirty (30) days of the Effective Date.

(c) DVS hereby grants to Enmedia a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license under patents now or hereafter owned or controlled by DVS or any of its Affiliates, to make, use, sell, offer for sale and import products that are based on the Licensed Assets. "Affiliates" means any entity that is controlled by, c ...