ex10_4.htm


    
      

    

    Exhibit
      10.4

    
       

      AGREEMENT
        AND GENERAL RELEASE


      


      This
        Agreement and General Release (“Agreement”) is entered
        into by and between uVuMobile, Inc., a Delaware corporation
        (“uVuMobile”) and William Loughman
        (“Employee”) (uVuMobile and Employee are collectively referred
        to as the “Parties”) and is effective as of the date
        of execution by both parties (the “Effective
        Date”).

       

      RECITALS

      WHEREAS,
        Employee previously entered into an employment agreement with SmartVideo
        Technologies, Inc. (“SVT”) (the “Prior
        Agreement”); and

       

      WHEREAS,
        the Prior Agreement provided Employee with certain rights and
        obligations with respect to his employment with SVT; and

       

      WHEREAS,
        Employee desires to terminate the Prior Agreement and to waive all rights
        and
        obligations under the Prior Agreement and otherwise against SVT, uVuMobile
        and
        related entities;

       

      NOW,
        THEREFORE, in consideration of the foregoing premises and the mutual
        covenants set forth herein, it is agreed:

       

      AGREEMENT

      


      1.      Consideration
        provided by uVuMobile:  In exchange for the promises and
        Agreements of Employee hereunder, uVuMobile hereby agrees to provide Employee
        with an equity or convertible debt valued at $42,500 in the next equity
        transaction valued at greater than $1 million dollars and upon receipt of
        a
        fully executed version of this agreement, the Company shall grant stock options
        to acquire 1,000,000 shares of uVuMobile’s common stock (each an “Option” and
        collectively the “Options”) under such terms and conditions as provided for
        under the Company’s stock option plan.  The stock options shall be
        priced on the date of the grant and shall vest quarterly over a 24 months
        period
        and be immediately exercisable for 15 months following the grant notwithstanding
        anything to the contrary in the Company’s Stock Incentive
        Plan.  Provided, however, that if the Company does not receive the
        Financing commitment within three (3) months from the date of execution,
        this
        Agreement in its entirety shall be null and void.

      


      2.      Release
        by Employee: In consideration of the consideration provided in
        Paragraph 1 above, Employee agrees that the Prior Agreement is hereby terminated
        and shall no longer be of any force or effect.  All rights and
        obligations owing to Employee under the Prior Agreement are hereby fully
        and
        forever released and discharged by Employee.  In addition, Employee
        fully, finally and forever releases and discharges uVuMobile, SVT, and each
        of their employees, agents, directors, officers, insurers, attorneys,
        successors, predecessors and assigns from any and all known claims,
        demands, actions, causes of action, rights, obligations, liabilities, debts,
        suits, damages, attorneys' fees, costs, expenses, and losses of every kind
        and
        nature whatsoever, whether in law or in equity, whether in contract, tort,
        or
        otherwise, including, but not limited to, consequential and incidental damages,
        whether now existing, previously existing, or existing in the future, and
        including, but not limited to, any claim to recover salary, benefit or other
        amounts pursuant to the Prior Agreement and/or pursuant to any benefit plan
        or
        program referenced in the Prior Agreement.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.      Release
        by Company: In consideration of the Loughman’s forfeiture of certain of
        her severance obligations and other good and valuable consideration given
        herein, Company hereby releases, acquits, withdraws, retracts and forever
        discharges any and all claims, manner of actions, causes of action (in law
        or in
        equity), suits, judgments, debts, liens, contracts, agreements, promises,
        liabilities, demands, damages, losses, costs, expenses or disputes, known
        or
        unknown, fixed or contingent, directly or indirectly, personally or in a
        representative capacity, against Loughman by reason of any act, omission,
        matter, cause or thing whatsoever, from the beginning of time up to and
        including the date of execution of this Agreement to the extent that such
        a
        release is permitted as a matter of law.  This general release
        includes, but is not limited to, all claims, manner of actions, causes of
        action
        (in law or in equity), suits or requests for attorneys’ fees and/or costs under
        the Employee Retirement Income Security Act of 1974; Title VII of the Civil
        Rights Act of 1964 as amended; the Americans with Disabilities Act; the
        Rehabilitation Act of 1973; the Family and Medical Leave Act; the
        anti-retaliation provisions of the Fair Labor Standards Act; the Equal Pay
        Act;
        the Pregnancy Discrimination Act; the Consolidated Omnibus Budget Reconciliation
        Act (“COBRA”); the Occupational Safety and Health Act; the National Labor
        Relations Act; legal malpractice,  42 U.S.C. §§ 1981 through
        1988; any federal, state or local law regarding retaliation for protected
        activity or interference with protected rights; and any state or local law,
        including but not limited to the Georgia AIDS Confidentiality Act; Georgia’s Law
        Regarding Equal Pay, O.C.G.A. § 34-5-1 etseq.; the Georgia Equal
        Employment for Persons with Disabilities Code;  the Georgia
        Constitution; and all claims under Georgia public policy or common law
        including, but not limited to, common law claims of outrageous conduct,
        intentional or negligent infliction of emotional distress, negligent hiring,
        breach of contract, breach of the covenant of good faith and fair dealing,
        promissory estoppel, negligence, wrongful termination of employment,
        interference with employment relationship, civil rights, fraud and deceit
        and
        all other claims of any type or nature, including all claims for damages,
        wages,
        compensation, vacation, reinstatement, medical expenses, punitive damages,
        and
        claims for attorneys’ fees.  The Company and Loughman intend that this
        release shall discharge all claims against Loughman to the full and maximum
        extent permitted by law.  Company and Loughman further agree that to
        the extent that federal law prohibits the waiving of certain claims as a
        matter
        of law, this Agreement is not intended to waive any such claims.

      


      4.      Assignment:  Employee
        represents and warrants that Employee has not assigned or otherwise transferred
        or subrogated any interest in any claim being released hereunder.

      


      5.      No
        Admission of Liability:  This Agreement is made as a
        compromise of disputed claim or claims and does not constitute an admission
        of
        liability or other obligation on the part of any of the Parties.

      


      6.      Representation
        By Counsel:  The execution of this Agreement by each Party is
        free and voluntary.  The Parties each warrant that they have either
        been represented by, or had an opportunity to consult with,
        counsel.  No promise or inducement to enter into this Agreement,
        except as expressly stated herein, is made by or to any Party.  This
        Agreement contains the entire agreement between the Parties hereto and the
        terms
        hereof supersede all prior discussion.

      


      7.      Modifiability:  This
        Agreement may not be amended except by a writing signed by the Party against
        whom enforcement of such amendment is sought.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.      Authorization:  Each
        Party has read this Agreement and understands the contents
        hereof.  Each person executing this Agreement on behalf of an entity
        is empowered to do so and thereby binds such entity.

      


      9.      Severance:  If
        any provision of this Agreement is held to be illegal or invalid by a court
        of
        competent jurisdiction, such provisions shall be severed or deleted and neither
        that provision, nor its severance and deletion, will affect the validity
        of the
        remaining provisions.  Any illegal or invalid provision shall be
        reconstrued and limited so as to be valid to the fullest extent permitted
        by
        applicable law and shall only be treated as illegal or invalid to the extent
        it
        is broader than so permitted.

      


      10.    Counterparts:  This
        Agreement may be executed in counterparts and when each Party has signed
        and
        delivered at least one counterpart, each counterpart will be deemed an original
        and, when taken together with the other signed counterparts, will constitute
        one
        agreement which will be binding upon and effective as to all
        Parties.  Facsimile signatures are acceptable.

      


      11.    Specific
        Performance; Attorney’s Fees:  This Agreement may be
        specifically enforced, and injunctive relief may be granted, without the
        posting
        of a bond, to prevent a breach of the Agreement since there is no adequate
        remedy at law.  The prevailing party in any proceeding brought to
        enforce this agreement shall be entitled to an award of its reasonable costs
        and
        expenses, including, without limitation, attorneys’ fees.  Nothing
        contained herein shall prevent either party hereto from seeking to enforce
        its
        rights for a breach of this Agreement.

      


      Executed
        on the dates indicated below.

      


      
        	
                UVUMOBILETM,
                  INC. 

              	 	 	
                William
                  J. Loughman

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                  /s/
                  Glenn Singer

              	 	
                By:

              	
                  /s/
                  William Loughman

              	 
	 	
                  Glenn
                  Singer

              	 	 	
                   William
                  Loughman

              	 
	 	 	 	 	 	 
	
                Its:

              	
                  Chairman
                  of the Board

              	 	
                Its:

              	
                  Interim
                  CEO, President and CFO

              	 
	 	 	 	 	 	 
	 	
                DATED:
                  November 1, 2007

              	 	 	
                DATED:
                  November 2, 2007