EXHIBIT
      4.1

     

    
 

    REGISTRATION
      RIGHTS AGREEMENT

    


    


    This
      Registration Rights Agreement (this “Agreement”)
      is made
      and entered into as of July 7, 2006, among SmartVideo Technology, Inc., a
      Delaware corporation (the “Company”),
      and
      the Investors signatory hereto (each such Investor, an “Investor”
      and
      collectively, the “Investors”).

    


    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof, among the Company and the Investors (the “Purchase
      Agreement”).

    


    The
      Company and the Investors hereby agree as follows:

    


    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

    


    “Advice”
      shall
      have the meaning set forth in Section 6(c). “Common
      Stock”
      means
      the common stock of the Company, par value $.001 per share, and any securities
      into which such common stock may hereafter be classified.

    


    “Effective
      Date”
      means,
      (a) with respect to the initial Registration Statement required to be filed
      hereunder, the fifth Trading Day following the date on which the Company is
      notified by the Commission that the Registration Statement will not be reviewed
      or is no longer subject to further review and comments, and (b) with respect
      to
      any additional Registration Statement(s) that may be required pursuant to
      Section 2(b), the earlier of (i) the 120th day following if such Registration
      Statement is required because the Commission shall have notified the Company
      in
      writing that certain Registrable Securities were not eligible for inclusion
      on a
      previously filed Registration Statement, the date or time on which the
      Commission shall indicate as being the first date or time that such Registrable
      Securities may then be included in a Registration Statement, or and (ii) the
      fifth Trading Day following the date on which the Company is notified by the
      Commission that such additional Registration Statement will not be reviewed
      or
      is no longer subject to further review and comments. 

    


    “Effectiveness
      Period”
      shall
      have the meaning set forth in Section 2(a).

    


    “Event”
      shall
      have the meaning set forth in Section 2(c).

    


    “Event
      Date”
      shall
      have the meaning set forth in Section 2(c).

    


    “Force
      Majeure”
      shall
      mean any unusual event arising from causes reasonably beyond the control of
      the
      Company that could not be reasonably anticipated that causes a delay in or
      prevents the performance of any obligation under this Agreement, including
      but
      not limited to, acts of God, fire, war, terrorism, insurrection, civil
      disturbance, explosion, adverse weather conditions, unusual delay in
      transportation, strikes or other labor disputes, and restraint by court order
      or
      order of public authority. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Grace
      Period”
      shall
      have the meaning set forth in Section 2(c)(iv).

    


    “Holder”
      or
“Holders”
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    “Indemnified
      Party”
      shall
      have the meaning set forth in Section 5(c).

    


    “Indemnifying
      Party”
      shall
      have the meaning set forth in Section 5(c).

    


    “Losses”
      shall
      have the meaning set forth in Section 5(a).

    


    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

    


    “Prospectus”
      means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

    


    “Registrable
      Securities”
      means
      all of the Common Shares and the Warrant Shares, together with any shares of
      Common Stock issued or issuable upon (a) any stock split, dividend or other
      distribution, recapitalization or similar event with respect to the foregoing
      and/or (b) any conversion of any shares of Preferred Stock into shares of Common
      Stock.

    


    “Registration
      Statement”
      means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to such registration
      statement(s) or Prospectus, including pre- and post-effective amendments, all
      exhibits thereto, and all material incorporated by reference or deemed to be
      incorporated by reference in such registration statement(s).

    


    “Response
      Date”
      shall
      have the meaning set forth in Section 2(c)(ii).

    


    “Rule
      415”
      means
      Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same purpose and effect as such
      Rule.

    


    “Rule
      424”
      means
      Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same purpose and effect as such
      Rule.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “SEC”
      or
“Commission”
      means the United States Securities and Exchange
      Commission.

    


    2. Registration.

    


    (a) On
      or
      prior to the 45th
      day from
      the Closing Date, the Company shall prepare and file with the SEC a Registration
      Statement covering the resale of all of the Registrable Securities for an
      offering to be made on a continuous basis pursuant to Rule 415. Each
      Registration Statement required hereunder shall be on Form S-3 (except if the
      Company is not then eligible to register for resale the Registrable Securities
      on Form S-3, in which case the Registration shall be on another appropriate
      form
      in accordance herewith). Each Registration Statement required hereunder shall
      contain (except if otherwise directed by the Holders) the “Plan
      of Distribution”
      attached
      hereto as Annex
      A.
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      each Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event not later than
      the Effective Date, and shall use its best efforts to keep each Registration
      Statement continuously effective under the Securities Act until the date when
      all Registrable Securities covered by that Registration Statement have been
      sold
      or may be sold without volume restrictions pursuant to Rule 144(k) as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).

    


    (b) If
      for
      any reason the SEC does not permit all of the Registrable Securities to be
      included in any Registration Statement filed pursuant to Section 2(a), then
      the
      Company shall prepare and file as soon as possible after the date on which
      the
      SEC shall indicate as being the first date or time that such filing may be
      made,
      but in any event by no later than the 60th
      day
      following the date on which the SEC shall indicate as being the first date
      or
      time that such Registrable Securities may then be included in a Registration
      Statement, one or more additional Registration Statements covering the resale
      of
      all Registrable Securities not already covered by an existing and effective
      Registration Statement for an offering to be made on a continuous basis pursuant
      to Rule 415. Each such Registration Statement shall contain (except if otherwise
      directed by the Holders) the "Plan of Distribution" attached hereto as
Annex
      A.
      The
      Company shall use its best efforts to cause each such Registration Statement
      to
      be declared effective under the Securities Act as soon as possible but, in
      any
      event, no later than its Effective Date, and shall use its best efforts to
      keep
      such Registration Statement continuously effective under the Securities Act
      during its entire Effectiveness Period.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (c) If:
      (i) a
      Registration Statement is not filed on or prior to its Filing Date (if the
      Company files a Registration Statement without affording the Holders the
      opportunity to review and comment on the same as required by Section 3(a)
      hereof, the Company shall not be deemed to have satisfied this clause (i)),
      or
      (ii) prior to the date when such Registration Statement is first declared
      effective by the SEC, the Company fails to file a pre-effective amendment and
      otherwise respond in writing to comments made by the SEC in respect of such
      Registration Statement within 30 calendar days (the “Response
      Date”)
      after
      the receipt of comments by or notice from the SEC that such amendment is
      required in order for such Registration Statement to be declared effective,
      or
      (iii) a Registration Statement filed or required to be filed hereunder is not
      declared effective by the SEC on or before its Effective Date, or (iv) during
      the Effectiveness Period, a Registration Statement ceases for any reason to
      remain continuously effective as to all Registrable Securities for which it
      is
      required to be effective, or the Holders are not permitted to utilize the
      Prospectus therein to resell such Registrable Securities, for in any and all
      such cases for more than an aggregate of 20 Trading Days (the “Grace
      Period”)
      during
      any 12-month period during the Effectiveness Period (which need not be
      consecutive Trading Days)(any such failure or breach being referred to as an
      “Event,”
      and for
      purposes of clause (i) or (iii) the date on which such Event occurs, or for
      purposes of clause (ii) the date which such 30 calendar days is exceeded, or
      for
      purposes of clause (iv) the date on which such 20 Trading Days is exceeded
      being
      referred to as “Event
      Date”),
      then
      in addition to any other rights the Holders may have hereunder or under
      applicable law: (x) on each such Event Date the Company shall pay to each Holder
      an amount in cash, as partial liquidated damages and not as a penalty, equal
      to
      1.5% of the aggregate Investment Amount paid by such Holder pursuant to the
      Purchase Agreement; and (y) on each monthly anniversary of each such Event
      Date
      (if the applicable Event shall not have been cured by such date) until the
      applicable Event is cured, the Company shall pay to each Holder an amount in
      cash, as partial liquidated damages and not as a penalty, equal to 1.5% of
      the
      aggregate Investment Amount paid by such Holder pursuant to the Purchase
      Agreement; provided, however, that in no event shall the payments made pursuant
      to this Section 2(c), if any, exceed in the aggregate twelve percent (12%)
      of
      the aggregate Investment Amount paid by such Holder pursuant to the Purchase
      Agreement. . The partial liquidated damages pursuant to the terms hereof shall
      apply on a daily pro-rata basis for any portion of a month prior to the cure
      of
      an Event, except in the case of the first Event Date. Notwithstanding the
      foregoing, any day on which a Force Majeure has occurred or is continuing shall
      not count toward the calculation of the number of days for the Filing Date,
      the
      Effective Date, the Response Date and a Grace Period.

    


    (d) Each
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex
      B
      (a
“Selling
      Holder Questionnaire”).
      The
      Company shall not be required to include the Registrable Securities of a Holder
      in a Registration Statement and shall not be required to pay any liquidated
      or
      other damages under Section 2(c) to such Holder who fails to furnish to the
      Company a fully completed Selling Holder Questionnaire at least one Trading
      Day
      prior to the Filing Date (subject to the requirements set forth in Section
      3(a)).

    


    3. Registration
      Procedures

    


    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (a) Not
      less
      than three Trading Days prior to the filing of a Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, the Company shall
      furnish to one representative of the Holders designated in writing to the
      Company copies of the “Selling Stockholders” section of such document, the “Plan
      of Distribution” and any risk factor contained in such document that addresses
      specifically this transaction or the Selling Stockholders, as proposed to be
      filed which documents will be subject to the review of such designated
      representative. The Company shall not file a Registration Statement or any
      such
      Prospectus or any amendments or supplements thereto that does not contain the
      disclosure regarding each of the Holders as a “Selling Stockholder” as provided
      to the Company by the designated representative of the Holders. 

    


    (b) 
      (i)
      Prepare and file with the SEC such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep that Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the SEC such additional Registration Statements
      in order to register for resale under the Securities Act all of the Registrable
      Securities; (ii) cause the related Prospectus to be amended or supplemented
      by
      any required Prospectus supplement, and as so supplemented or amended to be
      filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible
      to
      any comments received from the SEC with respect to each Registration Statement
      or any amendment thereto and, as promptly as reasonably possible, upon request,
      provide the Holders true and complete copies of all correspondence from and
      to
      the SEC relating to each Registration Statement; and (iv) comply with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by each Registration Statement
      (to the extent such provisions are applicable to the Company). Notwithstanding
      anything else contained herein to the contrary, the Company shall not provide
      any material, nonpublic information to the Holders. 

    


    (c) Notify
      the Holders of Registrable Securities as promptly as reasonably possible (and,
      in the case of (i)(A) below, not less than two Trading Days prior to such
      filing) and (if requested by any such Person) confirm such notice in writing
      promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
      or post-effective amendment to a Registration Statement is proposed to be filed;
      (B) when the SEC notifies the Company whether there will be a “review” of a
      Registration Statement and whenever the SEC comments in writing on a
      Registration Statement (the Company shall provide copies thereof and all written
      responses thereto to each of the Holders to the extent such materials address
      the Selling Stockholder or Plan of Distribution sections of such Registration
      Statement, and to the extent they address risk factors or other disclosure
      in
      such Registration Statement particular to the Holder or the transactions
      contemplated hereby); and (C) with respect to each Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the SEC or any other Federal or state governmental authority during
      the period of effectiveness of a Registration Statement for amendments or
      supplements to that Registration Statement or Prospectus or for additional
      information; (iii) of the issuance by the SEC or any other federal or state
      governmental authority of any stop order suspending the effectiveness of a
      Registration Statement covering any or all of the Registrable Securities or
      the
      initiation of any Proceedings for that purpose; (iv) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in a Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      a
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (d) Use
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

    


    (e) Deliver
      to each Holder, by 9:00 a.m. (New York City time) on the date following the
      Effective Date, without charge, up to five copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may request in connection with resales by
      the
      Holder of Registrable Securities. Subject to the terms of this Agreement, the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto, subject to notices pursuant to Section
      3(c).

    


    (f) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep the
      Registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by that Registration Statement; provided,
      that
      the Company shall not be required to qualify generally to do business or file
      a
      general consent to service of process in any jurisdiction where it is not then
      so qualified.

    


    (g) If
      requested by the Holders, cooperate with each Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may
      request.

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (h) Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      commercially reasonably possible under the circumstances taking into account
      the
      Company’s good faith assessment of any adverse consequences to the Company and
      its stockholders of the premature disclosure of such events, prepare a
      supplement or amendment, including a post-effective amendment, to the applicable
      Registration Statement or a supplement to the related Prospectus or any document
      incorporated or deemed to be incorporated therein by reference, and file any
      other required document so that, as thereafter delivered, neither such
      Registration Statement nor such Prospectus will contain an untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(c) above to suspend the use of any Prospectus until the requisite
      changes to such Prospectus have been made, then the Holders shall suspend use
      of
      such Prospectus. The Company will use its best efforts to ensure that the use
      of
      the Prospectus may be resumed as promptly as is commercially practicable. The
      Company shall be entitled to exercise its right under this Section 3(h) to
      suspend the availability of a Registration Statement and Prospectus, subject
      to
      the payment of liquidated damages pursuant to Section 2(c), for a period not
      to
      exceed 60 days (which need not be consecutive days) in any 12 month
      period.

    


    (i) Comply
      with all applicable rules and regulations of the SEC.

    


    (j) Upon
      notification by the SEC that a Registration Statement will not be reviewed
      or is
      no longer subject to further review and comments, request acceleration of such
      Registration Statement such that it becomes effective at 5:00 p.m. (New York
      City time) on the Effective Date. 

    


    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Principal Market on which the Common Stock is then listed for trading, and
      (B)
      in compliance with applicable state securities or Blue Sky laws), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in a Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange or market as required hereunder. In no event shall the
      Company be responsible for any broker or similar commissions of the
      Holders.

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    5. Indemnification

    


    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents and employees of
      each
      of them, each Person who controls any such Holder (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any violation by the Company of this
      Agreement or any securities laws, or any untrue or alleged untrue statement
      of a
      material fact contained in a Registration Statement, any Prospectus or any
      form
      of prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged omission
      of
      a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder's proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in a
      Registration Statement, such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose), (ii) in the case of an occurrence
      of
      an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
      of an outdated or defective Prospectus after the Company has notified such
      Holder in writing that the Prospectus is outdated or defective and prior to
      the
      receipt by such Holder of the Advice or an amended or supplemented Prospectus,
      but only if and to the extent that following the receipt of the Advice or the
      amended or supplemented Prospectus the misstatement or omission giving rise
      to
      such Loss would have been corrected or (iii) such Holder fails to comply with
      any applicable prospectus delivery requirements of the Securities Act applicable
      to it in connection with sales of Registrable Securities pursuant to a
      Registration Statement. The Company shall notify the Holders promptly of the
      institution, threat or assertion of any Proceeding of which the Company is
      aware
      in connection with the transactions contemplated by this Agreement.

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon: (x) such Holder's failure to comply with the prospectus delivery
      requirements of the Securities Act to the extent that delivery of such
      Prospectus would have avoided such Loss or (y) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus, or any form of prospectus, or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising solely out of or based solely
      upon
      any omission or alleged omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent, that such untrue statements or omissions are
      based solely upon information regarding such Holder furnished in writing to
      the
      Company by such Holder expressly for use therein. In no event shall the
      liability of any selling Holder hereunder be greater in amount than the dollar
      amount of the net proceeds received by such Holder upon the sale of the
      Registrable Securities giving rise to such indemnification
      obligation.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have proximately and materially prejudiced the Indemnifying
      Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a material conflict of interest is likely to exist if the same
      counsel were to represent such Indemnified Party and the Indemnifying Party
      (in
      which case, if such Indemnified Party notifies the Indemnifying Party in writing
      that it elects to employ separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and the reasonable fees and expenses of up to an aggregate of three
      separate counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent. No Indemnifying Party shall, without
      the
      prior written consent of the Indemnified Party, effect any settlement of any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such
      Proceeding.

    


    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten Trading Days of written notice thereof to the
      Indemnifying Party; provided,
      that
      the Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is not entitled to indemnification hereunder, determined
      based
      upon the relative faults of the parties.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Section 5, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission or other act in question.
      No
      party
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any party that was
      not guilty of such fraudulent misrepresentation.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

    


    6. Miscellaneous

    


    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (b) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement.

    


    (c) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the applicable Registration Statement until
      such Holder's receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company will use its best efforts to ensure that
      the
      use of the Prospectus may be resumed as promptly as is commercially practicable.
      The
      Company agrees and acknowledges that any periods during which the Holder is
      required to discontinue the disposition of the Registrable Securities hereunder
      shall be subject to the provisions of Section 2(c).

    


    (d) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Securities
      Act of any of its equity securities, other than on Form S-4 or Form S-8 (each
      as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued
      solely
      in connection with any acquisition of any entity or business or equity
      securities issuable in connection with the stock option or other employee
      benefit plans, then the Company shall send to each Holder a written notice
      of
      such determination and, if within fifteen days after the date of such notice,
      any such Holder shall so request in writing, the Company shall include in such
      registration statement all or any part of such Registrable Securities such
      Holder requests to be registered, subject to customary underwriter cutbacks
      applicable to all holders of registration rights.

    


    (e) No
      Piggyback on Registration Statement.
      Except
      as set forth in Schedule
      6(e),
      neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in a
      Registration Statement other than the Registrable Securities, and the Company
      shall not after the date hereof enter into any agreement providing any such
      right to any of its security holders. 

    


    (f) Amendments
      and Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and the Investors holding a majority of the
      Registrable Securities. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement shall be deemed to be a continuing
      waiver in the future or a waiver of any subsequent default or a waiver of any
      other provision, condition or requirement hereof, nor shall any delay or
      omission of either party to exercise any right hereunder in any manner impair
      the exercise of any such right.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (g) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Purchase Agreement.

    


    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Each Holder may assign their respective rights hereunder in the manner
      and to the Persons as permitted under the Purchase Agreement. The Company may
      not assign its rights or obligations hereunder. 

    


    (i) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined in accordance with the provisions of
      the
      Purchase Agreement.

    


    (k) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable best efforts
      to find and employ an alternative means to achieve the same or substantially
      the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

    


    (m) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (n) Independent
      Nature of Holders' Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder acknowledges that
      no
      other Holder has acted as agent for such Holder in connection with executing
      this Agreement and that no Holder will be acting as agent of such Holder in
      connection with monitoring the registration of the Registrable Securities or
      enforcing its rights under this Agreement. Each Holder shall be entitled to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any Proceeding for such purpose. The Company
      acknowledges that each of the Investors has been provided with the same
      Transaction Documents and will likely have their respective Registrable
      Securities included on the same Registration Statement, for the purpose of
      closing a transaction with multiple Investors and not because it was required
      or
      requested to do so by any Investor.

    


    (o) Jurisdiction
      and Venue. Each
      party hereby irrevocably submits to the exclusive jurisdiction of the state
      and
      federal courts sitting in Fulton County, Georgia, or any federal court sitting
      in the Northern District of Georgia, Atlanta Division for the adjudication
      of
      any dispute hereunder or in connection herewith or with any transaction
      contemplated hereby or discussed herein, and hereby irrevocably waives, and
      agrees not to assert in any suit, action or proceeding, any claim that it is
      not
      personally subject to the jurisdiction of any such court, that such suit, action
      or proceeding is brought in an inconvenient forum or that the venue of such
      suit, action or proceeding is improper. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof to such party at the
      address for such notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

     

    *************************
 

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	 	 	 
	 	SMARTVIDEO
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              William J. Loughman
	 	
              
Name:
              William J. Loughman
	 	
              Title:
                Vice President of Finance

            


    

    

 

    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

     

    
 

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

      

        IN
          WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
          as
          of the date first written above.

      

      
         

        
          
            	
                    
                      John
                        E. Abdo as Trustee Under Trust Agreement UAD 3/15/76 For
                        the Benefit of
                        John E. Abdo

                      /s/
                        John E. Abdo, as Trustee

                      Name:
                        John E. Abdo

                    

                  	 	
                    /s/
                      Diane B. Abelson

                    Diane
                      B. Abelson

                  	 	
                    Global
                      Triangle Employees Retirement Trust

                    /s/
                      John Accetta

                    Name:
                      John Accetta

                  	 	
                    /s/
                      Joel L.Altman

                    Joel
                      L. Altman

                  
	 	 	 	 	 	 	 
	
                    
                      Joseph
                        C. Amaturo Revocable Trust u/a/d 9/14/88

                      /s/
                        Joseph C. Amaturo 

                      Name:
                        Joseph C. Amaturo 

                    

                  	 	
                    Apler
                      Investment Partnership

                    /s/
                      Stewart L. Appelrouth

                    Name:
                      Stewart L. Appelrouth

                  	 	
                    /s/
                      Robert Balogh

                    Robert
                      Balogh

                  	 	
                    /s/
                      Jeff Baumann

                    Jeff
                      Baumann

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Mike Baumann

                    Mike
                      Baumann

                  	 	
                    Beeson
                      Investments, LLC

                    /s/
                      Jim Beeson

                    Name:
                      Jim Beeson

                  	 	
                    /s/
                      Audrey Bennati

                    Audrey
                      Bennati

                  	 	
                    /s/
                      Peter L. Bermont

                    Peter
                      L. Bermont

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Robert Best

                    Robert
                      Best

                  	 	
                    /s/
                      Harvey Birdman

                    Harvey
                      Birdman

                  	 	
                    /s/
                      Jeffrey D. Blum, D.D.S

                    Jeffrey
                      D. Blum, D.D.S..

                  	 	
                    /s/
                      Henrik Brixen

                    Henrik
                      Brixen

                  
	 	 	 	 	 	 	 
	
                    Vulcan
                      Properties, Inc.

                    /s/
                      Arthur G. Cohen

                    Arthur
                      G. Cohen

                  	 	
                    
                      
                        Martin
                          Cohen & Soryl Cohen, JT TEN

                        /s/
                          Martin Cohen

                        Martin
                          Cohen

                        /s/
                          Soryl Cohen

                        Soryl
                          Cohen

                      

                    

                  	 	
                    /s/
                      Art Criden

                    Art
                      Criden

                  	 	
                    /s/
                      Chris Damian

                    Chris
                      Damian

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Geoff Dyer

                    Geoff
                      Dyer

                  	 	
                    SME
                      Children LLP

                    /s/
                      Steven Esrick

                    Steven
                      Esrick

                  	 	
                    /s/
                      Paul Fazio

                    Paul
                      Fazio

                  	 	
                    Qualified
                      Compensation Trust

                    /s/
                      Theodore Feldman, M.D.

                    Name:
                      Theodore Feldman, M.D.

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Jonathan E. Fels

                    Jonathan
                      E. Fels

                  	 	
                    Benjamin
                      Management Company, LLC

                    /s/
                      Bruce Gittlin

                    Name:
                      Bruce Gittlin, Attorney In Fact

                  	 	
                    
                      Wachovia
                        Bank For the Benefit ofAlan Halpert IRA Acct: 39938330

                      By:
                        /s/
                        Alan Halpert

                      Name:
                        Alan Halpert

                    

                  	 	
                    /s/
                      Michael Hanzman

                    Michael
                      Hanzman

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Scot Hunter

                    Scot
                      Hunter

                  	 	
                    /s/
                      Stephen A. Hurwitz

                    Stephen
                      A. Hurwitz

                  	 	
                    
                      
                        Alan
                          Jacobson & Jan Hart

                        /s/
                          Alan Jacobson

                        Alan
                          Jacobson

                        /s/
                          Jan Hart

                        Jan
                          Hart

                      

                    

                  	 	
                    /s/
                      Kent Karpawich

                    Kent
                      Karpawich

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Todd Katz

                    Todd
                      Katz

                  	 	
                    /s/
                      Sharon Kaufman

                    Sharon
                      Kaufman

                  	 	
                    Dill
                      Consulting LLC

                    /s/
                      Gary Krat

                    Name:
                      Gary Krat

                  	 	
                    /s/
                      Dan Kleiman

                    Dan
                      Kleiman

                  
	 	 	 	 	 	 	 
	
                    SGL
                      Investments Limited Partnership 1

                    /s/
                      Stuart G. Lasher

                    Name:
                      Stuart G. Lasher

                  	 	
                    
                      Alan
                        B. Levan, Trustee

                      /s/
                        Alan B. Levan, Trustee

                      Alan
                        B. Levan, Trustee

                    

                  	 	
                    /s/
                      Baruch Levy

                    Baruch
                      Levy

                  	 	
                    /s/
                      Michael Levy

                    Michael
                      Levy

                  
	 	 	 	 	 	 	 
	
                    /s/
                      William
                      Loughman

                    William
                      Loughman

                  	 	
                    /s/
                      Kevin Love

                    Kevin
                      Love

                  	 	
                    William
                      Matz Revocable Living Trust u/a Dated 9/15/97

                    /s/
                      William Matz 

                    Name:
                      William Matz, Trustee

                  	 	
                    Quantuck
                      Advisors, LLC

                    /s/
                      John McCartney

                    John
                      McCartney

                  
	 	 	 	 	 	 	 
	
                    MOKO
                      Investments, LLC

                    /s/
                      Stuart R. Morris, Mgr.

                    Name:
                      Stuart R. Morris, Mgr.

                  	 	
                    /s/
                      Brett Overman

                    Brett
                      Overman

                  	 	
                    TOP,
                      Inc.

                    /s/
                      Tyson Overman

                    Tyson
                      Overman

                  	 	
                    /s/
                      Scott Peck

                    Scott
                      Peck

                  
	 	 	 	 	 	 	 
	
                    Scott
                      A. Poulin Revocable Trust

                    /s/
                      Scott Poulin

                    Name:
                      Scott Poulin

                  	 	
                    /s/
                      Buddy Puder

                    Buddy
                      Puder

                  	 	
                    /s/
                      Michael Puder

                    Michael
                      Puder

                  	 	
                    /s/
                      Laura K. Pugliese

                    Laura
                      K. Pugliese

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Anthony V. Pugliese, III

                    Anthony
                      V. Pugliese, III

                  	 	
                    /s/
                      Beverly Raphael

                    Beverly
                      Raphael

                  	 	
                    Ratner
                      Companies

                    /s/
                      Dennis Ratner

                    Name:
                      Dennis Ratner

                  	 	
                    
                      Steve
                        Rattner and Debra Rattner, Joint Tennants

                      /s/
                        Steve Rattner

                      Steve
                        Rattner

                      /s/
                        Debra Rattner

                      Debra
                        Rattner

                    

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Dwight Richert

                    Dwight
                      Richert

                  	 	
                    /s/
                      Scott Robins

                    Scott
                      Robins

                  	 	
                    /s/
                      Herman Rush

                    Herman
                      Rush

                  	 	
                    /s/
                      Scott Schlesinger

                    Scott
                      Schlesinger

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Brent Sembler

                    Brent
                      Sembler

                  	 	
                    /s/
                      Jay Shapiro

                    Jay
                      Shapiro

                  	 	
                    
                      GHS
                        Holdings Limited Partnership

                      /s/
                        Glenn Singer

                      Glenn
                        Singer

                    

                  	 	
                    /s/
                      Barry E. Somerstein

                    Barry
                      E. Somerstein

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Justin A. Stanley, Jr.

                    Justin
                      A. Stanley, Jr.

                  	 	
                    /s/
                      J. Kenneth Tate

                    J.
                      Kenneth Tate

                  	 	
                    /s/
                      James D. Tate

                    James
                      D. Tate

                  	 	
                    /s/
                      Stanley G. Tate

                    Stanley
                      G. Tate

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Sushayla Ure

                    Sushayla
                      Ure

                  	 	
                    Bayview
                      Partners

                    /s/
                      William H. Van Pelt, IV

                    Name:
                      William H. Van Pelt, IV

                  	 	
                    Fremernat,
                      Inc.

                    /s/
                      Fredy C. Varela

                    Fredy
                      C. Varela

                  	 	
                    /s/
                      Rick Walker

                    Rick
                      Walker

                  
	 	 	 	 	 	 	 
	
                    /s/
                      Rick Wilber

                    Rick
                      Wilber

                  	 	
                    /s/
                      Nicholas C. Williams

                    Nicholas
                      C. Williams

                  	 	 	 	 


          

        

         

        [Signature
          Page to Securities Purchase Agreement] 

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      A

    


    


    


    Plan
      of
      Distribution

    


    The
      selling stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of common stock on any stock exchange, market or trading facility on
      which the shares are traded or in private transactions. These sales may be
      at
      fixed or negotiated prices. The selling stockholders may use any one or more
      of
      the following methods when selling shares:

    


    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits investors;

            


    

    


    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

    


    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for its
                account;

            


    

    


    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

    


    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

    


    
      	 	
              ·

            	
              to
                cover short sales and other hedging transactions made after the date
                that
                the registration statement of which this prospectus is a part is
                declared
                effective by the Securities and Exchange
                Commission;

            


    

    


    
      	 	
              ·

            	
              broker-dealers
                may agree with the selling stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

    


    
      	 	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

    


    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

    


    The
      selling stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.

    


    Broker-dealers
      engaged by the selling stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling stockholders (or, if any broker-dealer acts as agent for the
      investor of shares, from the purchaser) in amounts to be negotiated. The selling
      stockholders do not expect these commissions and discounts to exceed what is
      customary in the types of transactions involved.

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    The
      selling stockholders may from time to time pledge or grant a security interest
      in some or all of the Shares owned by them and, if they default in the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell shares of common stock from time to time under this prospectus,
      or under an amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933 amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus.

     

    Upon
      our
      being notified in writing by a selling stockholder that any material arrangement
      has been entered into with a broker-dealer for the sale of common stock through
      a block trade, special offering, exchange distribution or secondary distribution
      or a purchase by a broker or dealer, a supplement to this prospectus will be
      filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
      (i) the name of each such selling stockholder and of the participating
      broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
      such shares of common stock were sold, (iv) the commissions paid or discounts
      or
      concessions allowed to such broker-dealer(s), where applicable, (v) that such
      broker-dealer(s) did not conduct any investigation to verify the information
      set
      out or incorporated by reference in this prospectus, and (vi) other facts
      material to the transaction. In addition, upon our being notified in writing
      by
      a selling stockholder that a donee or pledge intends to sell more than 500
      shares of common stock, a supplement to this prospectus will be filed if then
      required in accordance with applicable securities law.

    


    The
      selling stockholders also may transfer the shares of common stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.

    


    The
      selling stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be "underwriters" within the meaning of
      the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of
      securities will be paid by the selling stockholders and/or the purchasers of
      the
      securities. 

    


    Each
      selling stockholder that is affiliated with a registered broker-dealer has
      confirmed to us that, at the time it acquired the securities subject to the
      registration statement of which this prospectus is a part; it did not have
      any
      agreement or understanding, directly or indirectly, with any person to
      distribute any of such securities. The Company has advised each selling
      stockholder that it may not use shares registered on the registration statement
      of which this prospectus is a part to cover short sales of our common stock
      made
      prior to the date on which such registration statement was declared effective
      by
      the SEC.

    


    We
      are
      required to pay certain fees and expenses incident to the registration of the
      shares. We have agreed to indemnify the selling stockholders against certain
      losses, claims, damages and liabilities, including liabilities under the
      Securities Act. We agreed to keep this prospectus effective until the earlier
      of
      (i) the date on which the shares may be resold by the selling stockholders
      without registration and without regard to any volume limitations by reason
      of
      Rule 144(e) under the Securities Act or any other rule of similar effect and
      (ii) such time as all of the shares have been publicly sold.

    
 

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    Annex
      B

    


    SMARTVIDEO
      TECHNOLOGIES, INC.

    


    Selling
      Securityholder Questionnaire

    


    The
      undersigned beneficial owner of shares of Common Stock (including shares that
      may be acquired upon exercise of warrants) (the “Registrable
      Securities”)
      of
SmartVideo
      Technologies, Inc.
      (the
“Company”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission
      a
      registration statement (the “Registration
      Statement”)
      for the
      registration and resale under the Securities Act of 1933, as amended (the
“Securities
      Act”),
      of the
      Registrable Securities. This Questionnaire is delivered pursuant to the terms
      of
      the Registration Rights Agreement, dated as of July 7, 2006 (the “Registration
      Rights Agreement”),
      among
      the Company and the Investors named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement.

    


    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

    


    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

    


    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	
            	
            	
            


    

    


    
      	
            	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      
        	
              	
              	
              


      

    

    


     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of each Control Person (which means a natural person that
                directly or indirectly has power to vote or dispose of the securities
                covered by this Questionnaire):

            


    

     

    
      
        	
              	
              	
              




    

    


    2.
      Address for Notices to Selling Securityholder:

    
      	
            
	
            
	
            
	
              Telephone:  

            
	
              Fax:  

            
	
              Contact
                Person:  

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

    


    
      	 	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
       

      
        	
              	
              	
                Common
                  Stock: 

              
	
              	
              	
                Warrants
                  to Purchase Common Stock: 

              
	
              	
              	
              


      

       

    

    


    4.
      Broker-Dealer Status:

    


    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

    


    Yes
o No
o

    


    
      	 	
              Note:

            	
              If
                yes, the SEC’s staff has indicated that you should be identified as an
                underwriter in the Registration
                Statement.

            


    

    


    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    


    Yes
o No
o

    


    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    


    Yes
o No
o

    


    
      	 	
              Note:

            	
              If
                no, the SEC’s staff has indicated that you should be identified as an
                underwriter in the Registration
                Statement.

            


    

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

    


    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

    


    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      
        
          	
                	 	
                


        

         

        
          
            
              	
                    	 	
                    


            

          

        

      

    

     

     

    6.
      Relationships with the Company:

    


    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

    


    State
      any
      exceptions here:

     

    
      
        
          
            	
                  	
                  


          

           

          
            
              
                	
                      	
                      


              

            

          

        

      

       

    

    


    7. Claims
      against the Company:

    


    Except
      as set forth below, to the actual knowledge of the officers and directors or
      persons performing similar functions for the undersigned, neither the
      undersigned nor any of its Affiliates, officers, directors or principal equity
      holders (owners of 5% or more of the equity securities of the undersigned)
      has
      any claims against the Company, its directors, officers, agents and employees,
      and each Person who controls the Company (within the meaning of Section 15
      of
      the Securities Act and Section 20 of the Exchange Act) relating to the Company’s
      sale of Registrable Securities to the undersigned.

    


    State
      any
      exceptions here:

    
      
        
          
            	 	 	 
	
                  	 


          

          
            
              
                	
                      	 
	
                      	
                      


              

            

          

        

      

       



    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein (other than changes in beneficial ownership
      of Common Stock after the effectiveness of the Registration Statement) that
      may
      occur subsequent to the date hereof at any time prior to the effectiveness
      of
      the Registration Statement or while the Registration Statement remains
      effective.

    


    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers hereto and the inclusion of such information
      in
      the Registration Statement and the related prospectus and any amendments or
      supplements thereto. The undersigned understands that such information will
      be
      relied upon by the Company in connection with the preparation or amendment
      of
      the Registration Statement and the related prospectus.

    


    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this
      Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

    


     

    
      


      
        	Dated: 	Beneficial Owner:                                                  
                
	 	 
	 	By:               
	 	
                Name:


              
	 	
                Title:

              


      

    

     

     

     

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL
      BY OVERNIGHT MAIL, TO:  

    


    Ronald
      A. Warren

    SmartVideo
      Technologies, Inc.

    3505
      Koger Boulevard

    Suite
      400

    Duluth,
      GA 30096

    Fax
      No. (770) 279-3143

    


    


    


    
      
        
        

      

      
        -4-